Unicredit — M&A Activity 2024

Nov 25, 2024

UniCredit + Banco UniCredit Banco BPM

A European champion empowering Italy to progress Creating value for all stakeholders

Milan, 25 November 2024

BPM

Creating value for all stakeholders

A European champion empowering Italy to progress

Further acceleration of UniCredit quality growth in Italy:

• Reinforce #2 position, strengthening geographic presence in complementary regions
• Enlarge client base (+4m clients), growing share in targeted SME, private and affluent segments
• Strengthen product offering, combining two banks with similar business models
• Significant value creation potential through revenue and cost synergies: 300m and 900m pre-tax respectively
  • Italy increases from c.40% to c.50% of total Group Net Profit contribution¹
  • ROI well in excess of 15% hurdle; EPS accretion in high single digit²
  • Capital impact of c.70bps³
• Confirm dividend distribution policy and dividend per share for 2024, as per company guidance.
  • Remaining 2024 Share Buy-Back (SBB) will commence post the close of the offer (expected in June), pending shareholder and regulatory approval and excluding other inorganic opportunities
  • Reaffirm absolute and per share dividend expectations in 2025 and 2026; remain committed to deploying and/or returning excess capital by 2027
  • Acquisition of Banco BPM alone does not impact our ambition for a total average annual distribution in 2025 and 2026 greater than for 2024
• Offer at c.15% premium to undisturbed share price (c.20% when adjusted for interim dividends already distributed In November by both banks). Implied offer price of 6.657 per share and total offer of c. 10bn as of 22 November⁴ .
  • Considers official prices on 6 November 2024, i.e. before market adjustment in relation to Anima offer and banking consolidation speculations
• Swift integration with manageable execution risk
  • Management has proven track record in delivering UniCredit Unlocked that is fully applicable to Banco BPM; similar technology architecture
  • Commerzbank discussions already prolonged due to respect for impending election and Commerzbank stakeholders; position remains an important investment with downside protection

Delivering on our commitment to create value for all stakeholders Reinforcing UniCredit proposition as the bank for Europe's future

STRATEGIC RATIONALE AND VALUE CREATION

PROPOSED TRANSACTION

FINAL CONSIDERATIONS

STRATEGIC RATIONALE AND VALUE CREATION UniCredit Italy: heart of the Group, the quality earnings powerhouse

ENGINE OF QUALITY GROWTH FOR THE GROUP

Data as of 9M24 1. Share computed as sum of Italy, Germany, Austria, CE (excluding Austria) and EE (including Russia) 2. Source: Assogestioni perimeter net of Institutional and Closed End Funds as of June 24 3. Source IAMA Consulting, latest available data as of June 2024 4. Excluding «Public Sector», as of August 2024

STRATEGIC RATIONALE AND VALUE CREATION Italy needs stronger, more resilient and more competitive banks

Italian banking landscape needs consolidation to face upcoming market challenges

Italian banking landscape needs to evolve to adapt

NII normalization (low pass-through)

Growing competition

Digital Evolution

Changing customers habits

CoR normalization

Inflation

NEED FOR MORE RESILIENT BANKS - WITHIN A DETERIORATING MACRO

To support potential targets and help them offset a compression in their financial strength and profitability, in a context of rates normalization, CoR increase and increasing macro uncertainty

NEED FOR SCALE AND SUPERIOR INVESTING CAPACITY

Allowing potential targets to benefit from the IT progresses, factories, procurement, innovation capacity and adequate investments needed to keep pace in a changing landscape

NEED FOR A CONSOLIDATOR WITH THE RIGHT BLUEPRINT AND SKILLSET

Ability to seamless extend UniCredit Unlocked principles and blueprint to a larger perimeter without affecting the run-rate of the combination

A STRONGER PLAYER NEEDED FOR BOTH ITALY AND EUROPE

UniCredit

Banco BPM

Opportunity to reinforce presence in Italy creating a stronger #2

A stronger player in Italy, contributing c.50% to Group Net Profit¹ , increasing the strength of banking sector and level of competition in the country

Leverage high complementarity to grow presence in wealthier Italian regions

UniCredit Banco BPM UniCredit + Banco BPM <5% 5% - 10% 10% - 15% 15% - 20% 20-25% Legend: branches market share >25% 14% 6% 14% 18% 5% 13% 12% 8% 7% 13% 9% 6% 1% 8% 1% 12% 21% 19% 23% 24% 6% 21% 14% 20% No dominant position in Central and Southern Italy UniCredit + Banco BPM 15% 21% 7% 18% 6% 27% 7% 7% 5% 14% 13% 24%

Strong complementarity in Northern Italy, with no dominant position created

HIGHLY COMPLEMENTARY GEOGRAPHIC FRANCHISES

High level of complementarity in Northern Italy with Banco BPM more present in Lombardy and Liguria, while UniCredit more present in Piedmont, Emilia Romagna and Veneto. Strengthening of UniCredit franchise in other regions.

STRENGTHENING PRESENCE IN WEALTHIER ITALIAN REGIONS

Combination would allow the Group to have a leading presence in the wealthier and more export-oriented Italian regions, which are covering >50% of Italian GDP¹

NO DOMINANT POSITION IN ANY REGION

No dominant position will be established, with the combined entity only having c.10% of Italian provinces with potential excess market share²

Enlarging client base and strengthening product offering STRATEGIC RATIONALE AND VALUE CREATION

Enlarging our client base, strengthening in the same segments

Enhancing our product offering, leveraging on … complementary product factories

Banco BPM contribution

Figures as publicly available 1. Loans market share in Italy as of 9M24 data. Source: Bank of Italy

HIGHER PROFITABILITY TRAJECTORY Driven by superior quality revenues and capacity to deploy capital at above CoE, and despite building superior lines of defence to protect UniCredit over the

STRATEGIC RATIONALE AND VALUE CREATION

Opportunity to unlock value from Banco BPM, leveraging UniCredit blueprint

Higher costs reduction coupled with better top line dynamic resulting in a wide C/I gap, thanks to UniCredit continued

SUPERIOR OPERATIONAL EFFICIENCY

discipline on operational efficiency

UniCredit Italy Banco BPM

STRONGER TOP-LINE GROWTH & AQ

Higher revenue growth despite quality focus, as proven by higher NII profitability coupled with stronger AQ and superior NPE coverage

Unique value creation both in Revenues and Costs

c.2.0bn² in year one pre-tax integration costs covering voluntary pre-pensioning and extensive reskilling, IT modernization and migration, rebranding, real estate rationalization

1. The majority of synergies is expected to be realised within 24 months 2. Not including the 0.8bn from Asset Quality initiative

Aligning Banco BPM risk profile to UniCredit superior standard

Publicly available data as of 3Q24

Combination would accelerate quality growth in Italy…

9M24 PRO-FORMA FIGURES1

12 1.9M24 figures pro-forma with full synergies 2. Figures on UniCredit Italy and Banco BPM are public, actual as of 9M24 2. Figures on UniCredit Italy + Banco BPM include Revenues and Costs synergies (expected at c.0.3bn and 0.9bn respectively, on a yearly basis) re-based on a 9M basis

STRATEGIC RATIONALE AND VALUE CREATION … and at Group level

FY24E PRO-FORMA FIGURES¹

We confirm the dividend distribution policy and DPS for 2024, as per company guidance. The remaining 2024 SBB will be commenced post the close of the offer expected in June, pending shareholder and regulatory approval and excluding other inorganic opportunities. UniCredit aims to maintain absolute and per share dividend expectations in 2025 and 2026 and remains committed to deploying and/or returning the excess capital by 2027. The acquisition of Banco BPM alone does not impact our ambition for a total average annual distribution in 2025 and 2026 greater than for 2024

Integration expected to be fast and with manageable execution risk

Straightforward integration in around 12 months UniCredit has strong M&A expertise

• UniCredit is a larger bank, operating via a fully independent Legal Entity in Italy
• Banco BPM is a smaller bank, with similar systems and high geographic complementarity
• Full integration expected to be seamless, and to require around 12 months

Clear approach to integration

• Preserving network and overall combined commercial presence supported by UniCredit' philosophy and high complementarity of the two commercial networks
• Focus will be on organization, processes, way of working, redesign and streamlining followed by automation, an approach that has led best in class operational efficiency, combined with revenue growth results at UniCredit

• 14 • IT migration facilitated by similar mainframe and expected to be executed at pace

• M&A is in our DNA: proven expertise in executing and extracting synergies in Italy and across Europe

• Integration of Alpha in Romania is underway and a further testament to our capabilities
• Management team's expertise is proven and outstanding

No impact on UniCredit' current perimeter performance in the next three years

• Banco BPM transaction would be ring-fenced in the Italian legal entity with no impact on the rest of the Group
• Most of Banco BPM integration would be executed by applying the UniCredit Unlocked blueprint as already been done in our own franchise without affecting the performance of the same
• Entire integration expected to occur in approximately 12 months with most efficiencies and synergies captured within 2 years

EE asteGermItaly Manageable Execution Risk

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Unlocked as a blueprint for a seamless integration

Full Integration completed within approximately 12 months Majority of synergies realised within 24 months

Creating value for all stakeholders STRATEGIC RATIONALE AND VALUE CREATION

People

• Investing in our People with 35 training hours per capita in 2023. Professional re-skilling and development in 2025 and 2026 with >5000 hours of new courses to 600 colleagues to reskill our people
• Enlarged professional growth opportunities and clear career paths in a Pan-Euopean group, based on meritocracy
• Higher capacity to attract new talents given scale
• More resilient and competitive organization

Clients

• Access to a wider range of financial products, tailored solutions
• Stronger and more innovative combined institution with increased lending and investing capacity – including in Digital
• Stronger financial partner with improved capacity to support families and businesses

Communities

• Stronger capacity to support local businesses
• Increased investment in local economies
• Stronger financial backing for community projects and initiatives

Shareholders

• Evident value creation for both UniCredit and Banco BPM shareholders
• Increased profitability of the combined entity with asset quality remaining sound
• Combined business post integration will deliver stronger total shareholder distribution

STRATEGIC RATIONALE AND VALUE CREATION

PROPOSED TRANSACTION

FINAL CONSIDERATIONS UniCredit Banco BPM

PROPOSED TRANSACTION Description of the proposed transaction

Voluntary public exchange offer on all the ordinary shares of Banco BPM aimed at delisting and subsequent merger

Proposed exchange ratio: UniCredit to offer 0.175 newly issued ordinary shares for every Banco BPM share tendered

Subject to General meetings for approval of the share capital increase reserved to the Offer and the regulatory approvals

Expected closing of the transaction: June 2025

TRANSACTION SUMMARY CONSIDERATION OFFERED

Proposed exchange ratio	0.175x
Implied price per Banco BPM share	€6.657
Total consideration	c. €10.1bn
Premium vs. Banco BPM share price
 Last trading day	0.5%
 Pre Anima announcement1	14.8%
 Pre Anima announcement adjusted for interim dividend1	19.7%
 1 Month prior to the last trading day	12.8%

Note: refer to the communication pursuant to article 102 of Legislative Decree 24 February 1998 no. 58 for further information on the Offer Source: FactSet official prices (VWAP) 1. Considers official prices on 6 November 2024, i.e. before market adjustment in relation to Anima offer and banking consolidation speculations

Banco BPM shareholders to receive shares of a solid Pan European Group at an attractive implied valuation

Indicative timetable of the Transaction PROPOSED TRANSACTION

1 expected the same day as the AGM

Pro-forma capital impact of the transaction as of 3Q24 PROPOSED TRANSACTION

Limited capital impact from the transaction; no change in our trajectory on dividend distribution

• All-shares offer limiting capital impact at c.70bps, assuming application of "Danish Compromise" from offer settlement (up to c.70bps additional temporary impact, in case "Danish Compromise" is delayed)
• This allows us to maintain our trajectory on dividend distribution
• 3Q24 pro-forma CET1r soundly above 15%¹ even in combination with potential increase up to 29.9% of our stake in Commerzbank which - being fully downside hedged - would result in a limited capital absorption of c. 30bps

We confirm the dividend distribution policy and DPS for 2024, as per company guidance. The remaining 2024 SBB will be commenc ed post the close of the offer expected in June, pending shareholder and regulatory approval and excluding other inorganic opportunities. UniCredit aims to maintain absolute and per share dividend expectations in 2025 and 2026 and remains committed to deploying and/or returning the excess capital by 2027. The acquisition of Banco BPM alone does not impact our ambition for a total average annual distribution in 2025 and 2026 greater than for 2024

²⁰ 1. Assuming no delays in Danish Compromise application; pro-forma figures do not include the Purchase Price Allocation (PPA) impact, including any potential fair value adjustments

STRATEGIC RATIONALE AND VALUE CREATION

PROPOSED TRANSACTION

FINAL CONSIDERATIONS UniCredit Banco BPM

Indicative timeline: smooth and fast integration after offer execution FINAL CONSIDERATIONS

Banco BPM

straight integration with manageable execution risk, in a relatively short-term horizon, leveraging on high complementarity

Nov 2024	April 2025	April – June 2025	June 2025	June 2026
Deal announcement	EGM for capital increase approval and relevant authorisations	Offer period and settlement of the Exchange Offer	Start of integration (approx. 12 months)

• Regarding our current downside hedged investment in Commerzbank:

  • o Our position remains as we have stated, we have three options: to maintain the investment, to pursue it to a full acquisition¹ , or to release our stake, and a decision would require a constructive dialogue with all the stakeholders involved
  • o Given the current political situation in Germany, it is likely that an assessment of the various available options - taking into account, among others, market conditions and performance of Commerzbank - will be delayed

• The content of this page does not legitimize any reader to imply or to rely on any specific decision on by UniCredit in respect of Commerzbank, being understood that UniCredit retains full discretion on the equity position currently held in Commerzbank and that the information contained in this page are for illustrative purpose only with the aim at underlying that no overlapping or extraordinary operational burden is envisaged during the execution of Banco BPM VTO and following the integration of Banco BPM

Further acceleration of UniCredit quality growth in Italy:

• Reinforce #2 position, strengthening geographic presence in complementary regions
• Enlarge client base (+4m clients), growing share in targeted SME, private and affluent segments
• Strengthen product offering, combining two banks with similar business models
• Significant value creation potential through revenue and cost synergies: 300m and 900m pre-tax respectively
  • Italy increases from c.40% to c.50% of total Group Net Profit contribution¹
  • ROI well in excess of 15% hurdle; EPS accretion in high single digit²
  • Capital impact of c.70bps³
• Confirm dividend distribution policy and dividend per share for 2024, as per company guidance.
  • Remaining 2024 Share Buy-Back (SBB) will commence post the close of the offer (expected in June), pending shareholder and regulatory approval and excluding other inorganic opportunities
  • Reaffirm absolute and per share dividend expectations in 2025 and 2026; remain committed to deploying and/or returning excess capital by 2027
  • Acquisition of Banco BPM alone does not impact our ambition for a total average annual distribution in 2025 and 2026 greater than for 2024
• Offer at c.15% premium to undisturbed share price (c.20% when adjusted for interim dividends already distributed In November by both banks). Implied offer price of 6.657 per share and total offer of c. 10bn as of 22 November⁴ .
  • Considers official prices on 6 November 2024, i.e. before market adjustment in relation to Anima offer and banking consolidation speculations
• Swift integration with manageable execution risk
  • Management has proven track record in delivering UniCredit Unlocked that is fully applicable to Banco BPM; similar technology architecture
  • Commerzbank discussions already prolonged due to respect for impending election and Commerzbank stakeholders; position remains an important investment with downside protection

Delivering on our commitment to create value for all stakeholders Reinforcing UniCredit proposition as the bank for Europe's future

Disclaimer (1/2)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This document does not constitute the extension of an offer to acquire, purchase, subscribe for, sell or exchange (or the solicitation of an offer to acquire, purchase, subscribe for, sell or exchange), any securities in any jurisdiction, including the United States of America, Australia, Canada, Japan, or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction. Any securities discussed in this document have not been and will not be registered under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder. There will be no public offering of securities in the United States.

The content of this document has a merely informative and provisional nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. Neither the Company nor any of its representatives shall accept any liability whatsoever (whether in negligence or otherwise) arising in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this document. By accessing these materials, you agree to be bound by the foregoing limitations.

This presentation contains certain forward-looking statements, projections, objectives, estimates and forecasts reflecting the UniCredit S.p.A. management's current views with respect to certain future events. Forward-looking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words "may," "will," "should," "plan," "expect," "anticipate," "estimate," "believe," "intend," "project," "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding UniCredit S.p.A.'s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where UniCredit S.p.A. participates or is seeking to participate.

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. The UniCredit Group's ability to achieve its projected objectives or results is dependent on many factors which are outside management's control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions.

All forward-looking statements included herein are based on information available to UniCredit S.p.A. as of the date hereof. UniCredit S.p.A. undertakes no obligation to update publicly 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. All subsequent written and oral forward-looking statements attributable to UniCredit S.p.A. or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.

Disclaimer (2/2)

The public voluntary exchange Offer described in this document will be promoted by UniCredit S.p.A. over the totality of the ordinary shares of Banco BPM S.p.A..

This document does not constitute an offer to buy or sell Banco BPM S.p.A.'s shares.

Before the beginning of the Tender Period, as required by the applicable regulations, the Offeror will publish the Offer Document which Banco BPM S.p.A.'s shareholders shall carefully examine.

The Offer will be launched exclusively in Italy and will be made on a non-discriminatory basis and on equal terms to all shareholders of Banco BPM S.p.A.. The Offer will be promoted in Italy as Banco BPM S.p.A.'s shares are listed on Euronext Milan organised and managed by Borsa Italiana S.p.A. and, except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law.

The Offer is not being made in the United States (or will not be directed at U.S. Persons, as defined in Regulation S under the U.S. Securities Act of 1933, as subsequently amended), Canada, Japan, Australia or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction.

A copy of any document that the Offeror will issue in relation to the Offer, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries. Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries.

Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted.

This document and any other document issued by the Offeror in relation to the Offer do not constitute and are not part neither of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States or in the Other Countries. Financial instruments cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act of 1933, as subsequently amended, or are exempt from registration. Financial instruments offered in the context of the transaction described in this document will not be registered pursuant to the U.S. Securities Act of 1933, as subsequently amended, and UniCredit S.p.A. does not intend to carry out a public offer of such financial instruments in the United States. No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions.

This document may only be accessed in or from the United Kingdom (i) by persons having professional experience in matters relating to investments falling within the scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended (the "Order"), or (ii) by companies having high net assets and by persons to whom the document can be legitimately transmitted because they fall within the scope of Article 49(2) paragraphs from (a) to (d) of the Order (all these persons are jointly defined "relevant persons"). Financial Instruments described in this document are made available only to relevant persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a relevant person should not act or rely on this document or any of its contents.

Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.