UniCredit S.p.A Reports and Accounts. General Meeting Draft

Transcription

1 UniCredit S.p.A Reports and Accounts General Meeting Draft

2 UniCredit S.p.A. Registered office: Via Alessandro Specchi 16, Rome Central management office: Piazza Cordusio Milan Share capital: 19,654,856, fully paid in Bank entered in the Register of Banks and Parent Company of the UniCredit Banking Group Banking Group Register: Cod Cod. ABI Registered in the Rome Trade and Companies Register, Fiscal Code and VAT No Member of the Interbank Deposit Protection Fund. BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 2 COMPANY ACCOUNTS AS AT DECEMBER,

3 Contents Introduction Board of Directors, Board of Statutory Auditors and External Auditors Chairman s message to the Shareholders CEO s message to the Shareholders Note on the Report and Financial Statements Directors Report on operations Highlights Condensed Financial Statements UniCredit Share Results of the period Organizational model Other information Subsequent Events and Outlook Proposals to the Shareholders Meeting Company Financial Statements Financial Statements Notes to the Financial Statements Annexes Certification of Annual Financial Statements pursuant to Article 81-ter of Consob Regulation no of May 14, 1999 and subsequent amendments Reports and resolutions Report of the Board of Auditors Report of the External Auditors pursuant to Article 14 and 16 of Legislative Decree no, 39 of January 27, 2010 Resolutions assumed by the ordinary Shareholders Meeting Notes The following conventional symbols have been used in the tables: a dash (-) indicates that the item/figure is inexistent or that the figures do not reach the minimum considered significant; n.s. when are not in any case considered significant; Any discrepancies between data are solely due to the effect of rounding. >> 3

4 BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 4 COMPANY ACCOUNTS AS AT DECEMBER,

5 Introduction Board of Directors, Board of Statutory Auditors and External Auditors Chairman s message to the Shareholders CEO s message to the Shareholders Note on the Report and Financial Statements >> 5

6 BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 6 COMPANY ACCOUNTS AS AT DECEMBER,

7 >> Introduction Board of Directors, Board of Statutory Auditors and External Auditors (as at December 31, 2012) Board of Directors appointed by the Shareholders Meeting on May 11, 2012 (*) Giuseppe Vita Chairman Candido Fois Vincenzo Calandra Buonaura Luca Cordero di Montezemolo Fabrizio Palenzona Federico Ghizzoni Mohamed Ali Al Fahim Manfred Bischoff Henryka Bochniarz Alessandro Caltagirone Francesco Giacomin Helga Jung Friedrich Kadrnoska Marianna Li Calzi Luigi Maramotti Giovanni Quaglia Lucrezia Reichlin Lorenzo Sassoli de Bianchi Anthony Wyand Lorenzo Lampiano Deputy Vice Chairman Vice Chairmen CEO Directors Company Secretary Board of Statutory Auditors Maurizio Lauri Chairman Cesare Bisoni Vincenzo Nicastro Michele Rutigliano Marco Ventoruzzo Massimo Livatino Paolo Domenico Sfameni Standing Auditors Alternate Auditors General Manager Nominated Official in charge of drawing up Company Accounts External Auditors Roberto Nicastro Marina Natale KPMG S.p.A. (*) Vice Chairman Khadem Abdualla Al Qubaisi handed in his resignation with effect from October 3, On October 18, 2012 the Board of Directors appointed Director Luca Cordero di Montezemolo Vice Chairman and co-opted Mr. Mohamed Ali Al Fahim. Director Antonio Maria Marocco handed in his resignation with effect from December 3, On December 18, 2012 the Board of Directors co-opted Prof. Giovanni Quaglia. Director Friedrich Kadrnoska handed in his resignation with effect from the term of Shareholders meeting scheduled for May, >> 7

8 Chairman s message to the Shareholders Dear Shareholders, First, I would like to thank you for the honor you have bestowed upon me by appointing me Chairman of UniCredit SpA. When I assumed my position in May of 2012, I knew that UniCredit was greatly esteemed as a strong European bank. Since then, my respect for this important institution has only deepened. During my first few months as chairman, I visited many of our offices and branches across Europe, where I sat down and spoke with our talented people at all levels of the organization. I also met with the main regulatory and supervisory authorities in the different countries where UniCredit works. These visits left me with a lasting impression of the influential role UniCredit plays in Europe and of the important opportunities we have in key countries. They strengthened my conviction that a brilliant future awaits our Group. I am pleased to report on the new make-up of our Board of Directors. The changes to our Board membership, made last May, resulted in new appointments to our four Board Committees, namely Corporate Governance, HR and Nomination; Internal Controls & Risks; Permanent Strategic; and Remuneration. These Committees actively engaged in many of our Group s important decisions throughout the year, most notably, the implementation of Project GOLD. In many respects, this project is the new foundation of UniCredit s future. It simplifies our structure by empowering countries with greater responsibility while clarifying roles at the Group level. It allows our commercial networks to move closer to customers and be quicker to markets. And it makes banking at UniCredit simpler and more efficient, so we can better serve the real needs of our customers. Although uncertainty continues to linger in parts of the European economy, it has been gratifying for all of us to follow our bank s positive share performance on the stock exchange. This restored market confidence combined with our good results allow us to propose resuming a dividend in I see these developments as clear signs that our Group is moving in the right direction and that Europe s economic horizon is growing brighter. As I look to that horizon, I see the need for stronger European integration. Yes, we have a common currency, but can we say that we have achieved a truly common Europe? I believe that much still remains to be done before we can answer that question in the affirmative. Until then, I continue to observe the progressive fragmentation of European financial markets along national lines, which prevents monetary policies and cross-border banks from functioning the way they must. Moving forward, I believe that greater political integration is essential if we are to build a stronger, more effective European Union individual countries cannot succeed alone. Only an integrated and sovereign Europe can be an influential player in today s competitive global economy. The elections in Italy and Germany this year will bring long political campaigns in Europe and elsewhere in the world to a close. It is our hope that EU leaders will refocus their attention on working together to develop reforms that continue to restore market confidence and economic growth in Europe. UniCredit stands as a champion of a European Union that remains true to its vision and takes the steps needed to preserve its unity. BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 8 COMPANY ACCOUNTS AS AT DECEMBER,

9 >> Introduction A strong Europe needs strong European financial institutions like UniCredit. And thanks to the hard work of our people and our management, in 2012 we strengthened our capital and liquidity positions, we reduced our funding gap and we increased our deposits. The steps we have taken to build a simpler, stronger bank will ensure a bright future for our Group. Sincerely, Giuseppe Vita Chairman >> 9

10 CEO s message to the Shareholders Dear Shareholders, 2012 was a difficult year for the European economy, and UniCredit was not immune. Nevertheless, I believe it will be remembered as the turning point for our Group. For it was the year in which we took action to secure our future as a rock-solid European commercial bank. We secured our capital position in 2012, and simplified operations, reduced costs, strengthened our risk management culture, and introduced innovative products and new initiatives, to lead the way to a more productive and prosperous future. We began the year by achieving the first target of our three-year strategic plan, which was to strengthen the foundations of our Group through the reinforcement of our capital position. At the time, we were the only bank in Europe to carry out a successful capital increase. We achieved a strong liquidity position in our countries, largely by reducing our commercial funding gap by more than 45 billion. This was accomplished, in part, by increasing our direct funding in Italy and other key markets. We undertook a number of measures to improve revenues and simplify the Group structure. One key initiative was the redesign of our business model to move us closer to our customers. The framework to accomplish this is Project Group Organization Leaner Design (GOLD). The initiative is our multi-year reorganization plan designed to assure that our Group becomes more efficient, less complex and more customer focused. Project GOLD simplifies operations by empowering our countries with greater decision-making authority. This permits us to work closer with clients and create better-tailored solutions. It allows us to be easier to deal with and provides a clearer chain of command. It enables our commercial networks to be quicker to markets. And it allows our countries to support local market development. One of the many ways we are doing this is by leveraging our expertise and networks to help customers internationalize their businesses. We first began this initiative in Italy and are expanding it to other countries in which we work. We strengthened our internal control and risk management culture to simplify the way in which we do business, delivering greater clarity. And it will set the stage for increased profitability and more sustainable customer relationships. Innovation remains a top priority for us. We are creating the products and services that our customers want and need. And we are developing new, more convenient channels through which they can bank with us. By offering customers the option to use their mobile phones, tablets or computers to manage their finances, we are becoming a simpler, more efficient bank. This in turn will help us to reduce costs and ensure our sustainability. We are developing a more integrated approach to our annual reporting. Our goal is to deliver both our financials and non-financials in one publication, to be consistent with the sustainability component of our strategic plan. As we implement our plan, we are seeing positive results. We increased our direct funding by more than 22 billion, posting good results in Germany and CEE with pre-tax profits totaling roughly 4.2 billion. Our CIB Division experienced real growth and raised its profile in debt capital markets. By becoming the lead manager in issuing more than 65 billion in euro-denominated bonds, our divisions now ranked number two in Europe. BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 10 COMPANY ACCOUNTS AS AT DECEMBER,

11 >> Introduction I am confident that the steps we have taken to build a simpler, stronger bank, have positioned us to achieve sustainable revenue and commercial growth in the coming year. We are well prepared to accomplish these objectives thanks to our exceptional people. Their hard work carried out in our 22 countries, combined with our innovative products, our cost discipline and our risk management culture all accrete to deliver a strong competitive advantage. For all of these reasons, I am convinced that in 2013 we will continue to be successful in implementing our strategy and realizing our ambition to be one of the strongest banks in Europe. Sincerely, Federico Ghizzoni Chief Executive Officer >> 11

12 Note on the Report and Financial Statements General Matters The UniCredit S.p.A. Financial Statements at December 31, 2012 were drafted in accordance with the IAS/IFRS international accounting standards, in compliance with the instructions of Banca d Italia in circular 262 of December 22, 2005 (1 st update November 18, 2009). These instructions are binding for the financial statements and the methods of completion, as well as for the minimal content of Notes to the Financial Statements. The Financial Statements comprise the Balance Sheet, the Income Statement, the Comprehensive Income statement, the Statement of changes in Shareholder s Equity, the Cash Flow Statement, the Notes to the Financial Statements, and are also accompanied by a Report on the operating performance, the economic results achieved and the financial situation of the Bank. This booklet will be completed by: Financial Statements certification pursuant to Article 81-ter of Consob Regulation no of May 14, 1999, as amended; Board of Statutory Auditors Report pursuant to Article 153 of Legislative Decree no. 58 of February 24, 1998; Report of the External Auditors pursuant to Article 14 and 16 of Legislative Decree no. 39 of January 27, The press releases concerning the main events of the period can be found on the UniCredit website. Any discrepancies between data disclosed in the Report on operations and in the company accounts are solely due to the effect of rounding. General principles for drafting the Directors Report The Directors Report as always present the need, both formally and in its contents, to ensure due clarity and true accurate representation - includes the information supplied in accordance with the criteria for drafting the summarized condensed accounts of the balance sheet and the income statement. Reconciliation with the compulsory elements is given in the annex to the Financial Statements in compliance with the requirements of Consob in notification no of July 28, The Report is accompanied by several tables (Highlights, Condensed Financial Statements, Quarterly figures, UniCredit shares) as well as by comments on the Results of the period. Balance sheet and income statement summary reclassification criteria The main reclassifications wherein amounts are provided analytically in the tables enclosed with this booklet involve: Balance sheet the combination in the Financial investments item of the Financial assets measured at fair value, Financial assets available for sale, Financial assets held to maturity and Investments items in the Financial Statements; the grouping of a single item called Hedging, in both the assets and liabilities of the Financial Statements of the Hedging Derivatives and Changes in fair value of portfolio hedged items. the combination of the Deposits from customers and Debt securities in issue items into a single item Funding from customers and securities ; the inclusion of the financial statements items Employee severance pay into Other liabilities. BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 12 COMPANY ACCOUNTS AS AT DECEMBER,

13 >> Introduction Income Statement dividends and other income excludes dividends from shares held for trading, classified together with the result of trading negotiations, hedging and assets and liabilities measured at fair value; the other income/expenses balance excludes the recovery of expenses classified as a separate item with the expetion of the so-called commissione di istruttoria veloce (CIV) which is classified among Net Commissions; the balance of other operating income and charges excludes the costs for leasehold improvements classified among Other administrative expenses; staff expenses, other administrative expenses, adjustments in value for tangible and intangible assets and provisions for risks and charges are presented net of integration costs relating to the reorganization operations following the integration of the Capitalia Group and the One4C One for Clients operation shown under the specific item; profits net of investments include profits/losses and adjustments/write-backs for financial assets available for sale and financial assets held until maturity, the net result of the measurement at fair value of tangible and intangible assets, as well as profits/losses for equity investments and disposal of investments. Changes made to enable proper comparison In order to be able to make a consistent comparison between the compared periods, the balance sheet and income statement presented in Directors Report on operations related to year 2011, were reconstructed according to principles and methods analogous to those applied to the reporting of the extraordinary operations performed by UniCredit S.p.A. with tax and accounting effective starting from January 1, 2012: merger through incorporation of UniCredit Real Estate S.c.p.A., Medioinvest S.r.l. and Family Credit Network S.p.A., partial spin-off of the business unit of Pioneer Investment Management SGRpA (PIM) and completion of the operations planned by the operating plan of the Global Banking Services project (GBS), illustrated below in the paragraph Rationalization of Group operations and other corporate transactions. In particular, we: - derecognized reciprocal capital relationships between companies involved in corporate transactions and the corresponding economic effects; - recognized the economic contributions of third parties to UniCredit arising from the carve-in transactions undertaken (which mainly relate to dividends received, rental income received from third parties and investment income from the sale of real estate); - derecognized items related to activities centered in UniCredit Integrated Business Solution in the carve-out transactions concerning Securities (collateral management, money counting, transport of valuables to support the bank's branches), IT and Back Office governance structures and Procurement (purchases management for the Group), mainly related to staff costs and administrative expenses; - recognized the fixed assets of UniCredit Real Estate, the corresponding depreciation and reclassification entries relating to tangible assets, and the economic effects of the corresponding leasehold improvements identified in UniCredit s financial statements; - derecognized of the values of the merged shareholdings and recognized the corresponding reserve for the remaining outstandings from the merger; - recognized the goodwill contributed by segregated accounts of Pioneer Investment Management SGRpA. The figures for 2011 set out in this Report on operations have therefore been "reconstructed". >> 13

14 BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 14 COMPANY ACCOUNTS AS AT DECEMBER,

15 Directors Report on operations >> Directors Report on operations Highlights Condensed Financial Statements UniCredit Share Results of the period Organizational model Other Information Subsequent Events and Outlook Unless otherwise indicated, all amount are in millions of euros. >> 15

16 Highlights INCOME STATEMENTS Operating income 9,694 10, % ( million) C hange R estated in to tal % of which: - net interest 4,276 4, % - dividends and other income from equity investments 1,707 2, % - net fees and commissions 3,540 3, % Operating costs -5,849-6, % Operating profit (Loss) 3,845 4, % Net write-downs of loans and provisions for guarantees and commitments -6,966-3,970-2, % Net operating profit (Loss) -3, ,378 n.s. Profit before tax -3,352-1,493-1, % Impairment of goodwill - -4,894 +4, % Net P ro fit (Lo ss) ,324 +6, % BALANCE SHEET Total assets 431, , , % Year ( million) C hange R estated in to tal % Financial assets held for trading 10,536 11, % Loans and receivables with customers 260, ,031 +5, % of which: - impaired loans 24,603 20,846 +3, % Financial liabilities held for trading 10,078 10, % Deposits from customers and debt securities in issue 279, ,012 +6, % of which: - deposits from customers 151, , % - securities in issue 127, ,313 +6, % Shareho lders' net equity 57,989 49,833 +8, % STAFF AND BRANCHES Emoloyees 43,984 45,217-1, % Branches 4,283 4, % of which: - Italy 4,276 4, % A mo unts as at C hange in to tal % - Other countries % PROFITABILITY RATIOS A s at R estated C hange Net interest income / Operating income 44.1% 44.3% -0.2% Net fees and commissions / Other administative expenses net of recovery of expenses 149.1% 132.2% +16.9% Net fees and commissions / Operating costs 60.5% 54.3% +6.2% Operating profit (loss) / Operating income 39.7% 40.2% +0.5% RISK RATIOS Year R estated C hange Net non-performing loans to customers / Loans to customers 3.4% 2.8% +0.6% Net impaired loans to customers / Loans to customers 9.4% 8.2% +1.2% CAPITAL RATIOS A s at C hange Capital for egulatory purposes ( million) 63,927 59,407 +4,520 Total risk weighed assests ( million) 153, ,689-13,427 Tier 1(%) 34.2% 28.1% +6.1% Total regulatory capital / Total risk-weighted assests (%) 41.7% 35.6% +6.1% A s at BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 16 COMPANY ACCOUNTS AS AT DECEMBER,

17 >> Directors Report on operations Condensed Financial Accounts CONDENSED BALANCE SHEET A ssets ( million ) amo unt percent H ysto rical R estated Cash and cash balances 2,214 5,753 5,753-3, % Financial assets held for trading 10,536 11,480 11, % Loans and receivables with banks 27,936 29,634 29,637-1, % Loans and receivable with customers 260, , ,031 +5, % Financial investments 94,647 89,950 88,854 +5, % Hedging instruments 10,840 7,158 7,158 +3, % Property, plant and equipment 2, , % Goodwill 2,815 2,812 2, Other intangible assets % Tax assets12,243 8,048 8,126 +4, % Non-current assets and disposal groups classified as held for sale % Other assets 6,417 5,654 5, % T o tal assets 431, , , , % Liability and shareho lders' equity Deposits from banks 56,446 63,335 63,335-6, % Deposits from customers and debt securities in issue 279, , ,012 +6, % Financial liabilities held for trading 10,078 10,292 10, % Financial liabilities designated at fair value Hedging instruments 11,936 7,759 7,759 +4, % Provisions for risks and charges 1,767 1,882 1, % Tax liabilities 2, , % Liabilities included in disposal groups classified as held for sale Other liabilities 11,072 10,313 10, % Shareholders' equity: 57,989 49,649 49,833 +8, % - capital and reserves 58,085 56,869 56,751 +1, % - available-for-sale assets fair value reserve A mo unts as at C hange o n R estated and cash-flow hedging reserve % - net profit (loss) ,349-6,324 +6, % T o tal liabilities and shareho lders' equity 431, , , , % >> 17

18 C ON D EN SED IN C OM E ST A T EM EN T ( million) Year C hange o n restated amo unt percent H isto rycal R estated Net interest 4,276 4,704 4, % Dividends and other income from equity investments 1,707 2,274 2, % Net fees and commissions 3,540 3,406 3, % Net trading, hedging and fair value income % Net other expenses/income n.s. OP ER A T IN G IN C OM E 9,694 10,444 10, % Payroll costs -3,306-3,552-3, % Other administrative expenses -2,797-3,017-2, % Recovery of expenses % Amortisation, depreciation and impairment losses on intangible and tangible assets Operating co sts -5,849-6,230-6, % OP ER A T IN G P R OF IT (LOSS) 3,845 4,214 4, % Net write-downs of loans and provisions for guarantees and commitments -6,966-3,966-3,970-2, % N ET OP ER A T IN G P R OF IT (LOSS) -3, ,378 n.s. Net provisions for risks and charges % Integration costs % Net income (losses) from investments 47-1,366-1,332 +1,379 n.s. P R OF IT (LOSS) B EF OR E T A X -3,352-1,535-1,493-1, % Income tax for the year 3, ,069 n.s. Impairment of goodwill - -4,894-4,894 +4, % N ET P R OF IT (LOSS) ,349-6,324 +6, % BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 18 COMPANY ACCOUNTS AS AT DECEMBER,

19 >> Directors Report on operations Quarterly Figures Amounts related to 2011 quarters have been restated with the rules previously mentioned (see Introduction paragraph Changes made to enable proper comparison ). CONDENSED BALANCE SHEET Amount s as at Amount s as at A ssets Cash and cash balances 2,214 1,767 9,160 5,705 5,753 1,853 3,194 2,745 Financial assets held for trading 10,536 10,589 9,998 9,194 11,480 12,263 8,631 7,193 Loans and receivables with banks 27,936 27,318 23,841 22,644 29,637 40,762 35,024 35,551 Loans and receivable with customers 260, , , , , , , ,083 Financial investments 94,647 93,412 93,309 94,217 88,854 85,772 85,845 85,748 Hedging instruments 10,840 10,256 9,089 8,062 7,158 6,332 3,788 3,471 Property, plant and equipment 2,755 2,780 2,801 2,834 2,871 2,891 2,939 2,990 Goodwill 2,815 2,816 2,816 2,816 2,816 2,812 7,707 7,707 Other intangible assets Tax assets 12,243 7,528 7,782 7,964 8,126 7,729 6,965 7,218 Non-current assets and disposal groups classified as held for sale Other assets 6,417 7,574 8,052 5,988 5,627 7,898 8,372 10,137 T o tal assets 431, , , , , , , ,891 Liability and shareho lders' equity Deposits from banks 56,446 54,051 49,099 48,819 63,335 71,864 50,868 50,433 Deposits from customers and debt securities in issue 279, , , , , , , ,430 Financial liabilities held for trading 10,078 9,491 8,503 8,172 10,292 9,992 5,770 5,735 Financial liabilities designated at fair value Hedging instruments 11,936 11,467 10,146 9,138 7,759 7,025 4,529 4,078 Provisions for risks and charges 1,767 1,830 1,833 1,831 1,887 1,926 1,807 1,778 Tax liabilities 2, Liabilities included in disposal group classified as held for sale Other liabilities 11,072 11,188 12,181 9,841 10,488 14,040 14,881 16,075 Shareholders' equity: 57,989 58,360 58,166 57,510 49,833 50,583 58,297 57,551 - capital and reserves 58,085 58,069 58,040 58,029 56,751 56,805 56,822 57,525 - available-for-sale assets fair value reserve and cash-flow hedging reserve net profit (loss) ,324-5,982 1, T o tal liabilities and shareho lders' equity 431, , , , , , , ,891 >> 19

20 C ON D EN SED IN C OM E ST A T EM EN T Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Net interest 911 1,029 1,107 1,229 1,179 1,154 1,146 1,172 Dividends and other income from equity investments , , Net fees and commissions Net trading, hedging and fair value income Net other expenses/income OP ER A T IN G IN C OM E 1,573 2,252 3,813 2,056 2,447 1,760 4,156 2,141 Payroll costs Other administrative expenses Recovery of expenses Amortisation, depreciation and impairment losses on intangible and tangible assets Operating co sts -1,354-1,433-1,508-1,554-1,419-1,617-1,633-1,608 OP ER A T IN G P R OF IT (LOSS) , , , Net write-downs of loans and provisions for guarantees and commitments -3,640-1,179-1, , N ET OP ER A T IN G P R OF IT (LOSS) -3, , ,167 1, Net provisions for risks and charges Intgration costs Net income (losses) from investments , P R OF IT (LOSS) B EF OR E T A X -3, , ,401 1, Income tax for the year 2, Impairment of goodwill , N ET P R OF IT (LOSS) , ,035 1, BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 20 COMPANY ACCOUNTS AS AT DECEMBER,

21 >> Directors Report on operations UniCredit Share Share Information Share price ( ) (*) - maximum 4,478 13,153 15,314 17,403 31,810 42,841 37,541 32,770 24,629 24,607 29,450 - minimum 2,286 4,222 9,820 4,037 8,403 28,485 30,968 22,592 21,303 17,387 17,554 - average 3,292 8,549 12,701 11,946 21,009 36,489 34,397 25,649 22,779 22,085 23,831 - end of period 3,706 4,228 10,196 14,731 9,737 31,687 37,049 32,457 23,602 23,881 21,259 Number of outstanding shares (million) - at period end , , , , , , , , ,1 - shares cum dividend , , , , , , , , ,1 of which: savings shares 2,42 2,42 24,2 24,2 21,7 21,7 21,7 21,7 21,7 21,7 21,7 - average , , , , , , ,6 - - Dividend - total dividends ( million) 512 (***) (**) dividend per ordinary share 0,090 (***) 0,030 0,030 (**) 0,260 0, ,205 0,171 0,158 - dividend per savings share 0,090 (***) 0,045 0,045 (**) 0,275 0,255 0,235 0,220 0,186 0, The number of shares is net of Treasury shares and included n million of shares held under a contract of usufruct. (*) Following extraordinary corporate operations, which involve the detachment of rights, stock splitting or grouping, demerger operations and distribution of extraordinary dividends, the price of the shares can fluctuate so much that they are no longer comparable. Thus, the time series hereby published are adjusted accordingly to restore the continuity of historical price series. (**) 2008 dividend was paid with cash to savings shareholders ( per share, for a total amount of 0.5 million), and with newly issued shares (so called "scrip dividend"). (***) As per Bank of Italy s paper dated March 2, 2012, in keeping with the decision of UniCredit S.p.A. s Board of Directors and in line with the intention announced to the Shareholders Meeting in 2012, UniCredit S.p.A. did not pay any dividends with respect to its 2011 financial results. In 2011 the following operations were carried:. out the 2.5 billion free capital increase, through the allocation to capital of an equivalent amount transferred from the Issue-premium reserve ;. the reverse stock split of ordinary and savings shares based on a ratio of 1 new ordinary or savings share for every 10 existing ordinary or savings shares;. elimination of the per-share nominal value of UniCredit shares. In the first quarter of 2012 was fully subscribed the capital increase of 7.5 billion equal to a number of shares issued of 3, >> 21

22 Results of the period Macroeconomic and banking scenario International situation USA/Eurozone After showing signs of improvement in early 2012, the global economic recovery weakened in the second quarter due to increased tensions in financial markets tied to the sovereign debt crisis in the euro area and the slowdown in growth in some emerging countries. However, the measures taken in the summer by the European authorities, in particular by the European Central Bank (ECB), eliminated the risk of extreme scenarios for the euro area, thus contributing to a significant improvement in financial market sentiment. In addition, toward the end of the year a last-minute agreement was signed to avert the so-called fiscal cliff in the United States, eliminating a further risk to the global economy, and the first signs of recovery were seen in some of the major emerging economies such as China. As for the euro area, 2012 began with reduced tensions tied to the debt crisis in financial markets, partly due to the two three-year liquidity injections (LTRO) of the European Central Bank. The second quarter, however, saw renewed tensions in the sovereign debt market and a further deterioration in growth prospects, also linked to a slowdown in global growth. In the summer, the ECB s announcement of a new plan for the purchase of government securities (Outright Monetary Transactions or OMT) that allows the central bank to intervene in the sovereign bond markets of the countries that make a formal request for help and commit to undertaking a series of agreed reforms, substantially reduced the risk of extreme scenarios for the euro area. This resulted in a significant easing of tensions in financial markets that continued until early In terms of growth, the gross domestic product contracted in all quarters of the year except for the first quarter, which was characterized by stagnation. The weakness of the economy in 2012 is linked to various factors such as tensions in financial markets, the general slowdown in the global economy, and the impact of fiscal consolidation in the countries on the eurozone's periphery. Although 2012 ended with a sharp contraction in gross domestic product, the latest indicators suggest a cyclical improvement as from the beginning of In December, an important step forward in ensuring economic and financial stability of the euro area was taken when the heads of state and government of the EU countries signed an agreement on banking supervision: as from March 1, 2014, the ECB will be responsible for overseeing all banks in the eurozone and in the countries outside the eurozone that will join the EU whose assets are worth at least 30 billion or represent no less than 20% of the country s GDP. In the United States, the economy expanded by 2.2% in 2012 as against 1.8% in The quarterly growth rate, however, was highly variable, in particular in the second half of the year, when sustained growth in the third quarter (annualized rate of +3.1%) was followed by a slight contraction in the fourth quarter (-0.1%) which was caused solely by inventories, net exports, and government spending. Private domestic demand private consumption expenditure and investment accelerated in the fourth quarter. In line with the acceleration in private domestic spending, employment growth in the fourth quarter was much stronger than in the previous quarter. The weak growth in the fourth quarter is therefore not worrying. A significant boost to the economy came from the real estate market. Indeed, in 2012 activity in the construction sector and real estate prices fell to their lowest point and began to recover. The Federal Reserve, however, in the light of a worse than expected improvement in the labor market, decided to provide additional stimulus to the economy through the purchase of securities. At its September meeting, the Fed announced a new round of purchases of MBS (mortgage-backed securities) at a pace of $40 billion per month, while at the December meeting it announced that as from January 2013 it will buy an initial $45 billion of long-term Treasury bonds each month, thus bringing the total purchases of securities to $85 billion a month. BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 22 COMPANY ACCOUNTS AS AT DECEMBER,

23 >> Directors Report on operations Banking and financial markets At the end of 2012, the slowdown in bank lending to the private sector in the euro area seen during the year accelerated: in December it shrank by 0.7% year over year compared with a 1.0% increase in December The weakness of loans as a whole in the euro area is mainly due to a sharp contraction in loans to businesses, compared to marginally positive growth in loans to households. Lending to the private sector (households and businesses) remained weak in all the Group s three key countries, although the slowdown in 2012 was particularly marked in Italy, where loans to the private sector continued to contract until December. This decrease concerned principally loans to businesses, but also loans to households. In Germany, loans to the private sector (according to the ECB s monthly statistics) were still expanding at the end of 2012, but at a slower pace than at the end of 2011, due to a slight increase in loans to households that was accompanied by a slowdown in loans to businesses. In Austria, too, loans to the private sector (both to households and to businesses) were in a downtrend at the end of 2012, while continuing to show marginally positive growth rates. As for the banking sector s deposit base in the Group s three key countries, in the second part of 2012 bank deposits in Italy were on a steady upward trend, with current account deposits also showing improvement, while in Germany and Austria they remained resilient. With regard to bank interest rates, lending rates decreased during the year in all the Group s three key countries, with consequent reduction/stabilization of the bank spread (the difference between the average interest rate on loans and the average interest rate on deposits). As for stock markets, in the wake of the normalization of financial markets following the European Central Bank s announcement of the OMT, in the second half of 2012 the volatility in financial markets continued to decrease and the solid performance of stock markets was confirmed. The German stock market showed the strongest recovery, with growth of about 30% year over year in 2012 compared to December The Austrian market ended the year with a rise of about 27% year over year, while the Italian stock market expanded by 8.0% year over year at the end of CEE Countries 2012 saw a slowdown in growth across Central and Eastern Europe, in large part because the region had to work through collateral damage via a number of channels from EMU and the slowdown in trade more globally. There was differentiation across the region, with Russia and Turkey outperforming others on growth. We expect growth in 2013 to be better, recovering from 2.5% in 2012 to 2.9%, before reaching 3.4% in Poor foreign demand translated into a slump in industry and exports. Year-end 2012 was particularly weak on both fronts, with few exceptions (Russia). Some of this was concentrated in the transport sector as the production of vehicles slumped. A gradual regional recovery should transpire this year on the back of stronger global trade and a recovery in Germany. Domestic demand is also suffering because of poor sentiment, weak labor markets and sluggish credit extension. Russia and the Baltics are the outliers while in Turkey consumption weakened due to elevated inflation, financial market stresses at the beginning of 2012 and slowing, albeit still strong and positive, credit growth. In the newer EU countries credit growth was forced significantly weaker, in part due to both supply and demand credit constraints. One clear positive is that inflation has peaked in many countries, allowing central banks to ease monetary policy in the face of the slowdown in activity. This easing in inflation was facilitated by currency appreciation, modest food price inflation and stable oil prices, which helped to lower energy inflation. Meanwhile the region continued to enjoy strong foreign capital inflows, mostly in the form of foreign capital to sovereign and bank fixed income markets, helping avoid financing stresses in the face of lower growth. While FDI in 2012 eased in line with global demand, a number of the newer EU countries continue to make good use of EU structural funds, helping to support investment. Fiscal performance remains solid in most cases. Public debt to GDP across the region averages less than 50% in CEE ex-cis (Community of Independent States) and at just 13% of GDP in CIS. The widening in budget deficits last year was modest while in many cases much of the necessary consolidation measures to stabilize public debt have been passed. There are of course exceptions, with Hungary, Serbia, Ukraine and Croatia falling behind in their consolidation efforts. >> 23

24 Main Results and Performance for the Period The income statement Breakdown of Operating Profit Net operating profit at December 31, 2012 totaled -3,121 million, down 3,378 million on the previous year. The figure was the result of an operating profit of 3,845 million (-382 million or -9% year on year) and net write-downs on loans of -6,966 million (-2,996 million or +75.5% year on year). The drop in operating profit compared to December 31, 2011 was driven by lower operating income for the year (-810 million), which was only partially offset by lower operating costs (+428 million or -6.8%) achieved through cost-cutting initiatives targeting direct costs and intercompany costs. Net Operating profit (loss) ( million) Year C hange amo unt percent Operating income 9,694 10, % Operating costs -5,849-6, % Operating pro fit (lo ss) 3,845 4, % Net writedowns of loans and provisions for guarantees and commitments -6,966-3,970-2, % N et Operating pro fit (lo ss) -3, ,378 n.s. Net Operating profit (loss) At December 31, 2012, operating income totaled 9,694 million, down 810 million on the previous year (-7.7%). The decrease was largely driven by lower dividends and other income from equity investments (-572 million), net interest income (-375 million), and net trading, hedging and fair value income (-68 million), all of which was only partially offset by higher net fees and commissions (+129 million) and the net balance of other income (+76 million). Net interest income at December 31, 2012 fell to 4,276 million, from the 4,651 million recorded the previous year. The decrease reflects the economic recession that continued to afflict the euro area, and which worsened in 2012 due to the sovereign debt crisis striking European countries, such as Italy, with high public debt. Despite an improvement in sentiment in international capital markets, especially starting from the second quarter, gross domestic product figures in Italy in 2012 showed no sign of a return to growth. In this context, the net interest margin was adversely affected in particular by: - the credit crunch on the medium/long-term capital market, resulting in higher funding costs for covering the 2012 Financial Plan. In spite of the situation, in the fourth quarter the Bank successfully raised 100% of its effective funding requirements for 2012 under the plan by focusing, among the various debt instruments, on the placement of bonds through its domestic network. The Bank also accomplished the objective of diversifying its funding sources through an issue program targeted at institutional investors in both the unsecured bonds and covered bonds (OBG) segments; - the contraction in domestic demand for credit, despite the lending policies adopted by the Bank for its customers, demand for credit fell across the entire Italian banking industry, driven by lower overall domestic demand, especially by households. BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 24 COMPANY ACCOUNTS AS AT DECEMBER,

25 >> Directors Report on operations Dividends recorded in 2012 came to 1,707 million, down 572 million versus the previous year. The difference was mainly driven by lower pay-outs from UniCredit Bank AG (-253 million), Pioneer Global AM S.p.A. (-251 million), and Bank Pekao SA (-68 million). Net fees and commissions at December 31, 2012 totaled 3,540 million, up +129 million (+3.8%) versus the previous year. Higher fees and commissions on loans and on payment and collection services more than offset the decline in fees and commissions in the asset management, custody and administration segment, especially on insurance products. The decline in net trading, hedging, and fair value income, year on year, was largely due to the impact of the Bank s credit rating on its net liability position towards Group companies in derivatives originating from the collateral agreement made in the first quarter of 2012 (resulting in the cancellation of the balance-sheet revaluation booked at December 31, 2011 and, consequently, in a variation of -650 million), and to higher charges connected with the agreement made with UniCredit Bank Austria for the transfer of the company CAIB to UniCredit Bank AG (-307 million). These effects were only partially offset by profit from the repurchase of UniCredit Bonds (+102 million on the ordinary repurchase of bonds, +595 million on the Hybrid BuyBack campaign, +76 million on the tender offer for Group ABS, and -57 million on the buy-back of bonds originally subscribed by Fineco in exchange for the resale to Fineco of Fineco bonds, recognized in the net balance of other income ). Added to these there were the impact of the Repo buy-back conducted in June 2012 (+49 million), securitization transactions (Cordusio 5, +56 million), and the call spread option on UniCredit shares (+90 million). The balance of other operating income and charges at December 31, 2012 was +75 million, up 76 million year on year. The figure was mainly driven in 2012 by: +57 million from the resale to Fineco of Fineco bonds subscribed by UniCredit (the figure offsets the -57 million booked to Net trading, hedging, and fair value income ); million in net extraordinary costs connected primarily with customer operations; million in recovery for services provided to other group companies (relating to call center operations, management of arrears, front-office operations, rentals and outsourcing); +7.7 million in chargebacks for funded training courses; million in non-group rentals; million for deposit insurance payouts for Banca Network Investimenti paid by the Interbank Deposit Guarantee Fund (FITD); million in gains from Group Loans&Receivables securities; -4 million in losses on the early redemption of Loans&Receivables securities included in the Hybrid BuyBack campaign; and -8 million relating to losses on sale of loans with Group companies. Operating Costs Operating costs at December 31, 2012 totalled 5,849 million, showing a year-on-year decrease of 428 million (-6.8%). Payroll costs, amounting to 3,306 million, dropped by around 222 million (-6.3%) versus the end of The decrease was largely due to lower headcount and extraordinary events in 2012 affecting variable costs. The headcount at December 31, 2012, measured in terms of Full Time Equivalent (FTE) staff, stood at 42,122, a drop of around 1,000 FTE staff compared to the previous year. The decrease was largely due to redundancies under the October 18, 2010 Protocol signed with the trade unions. Other administrative expenses in 2012 totalled 2,797 million, down 197 million (-6.6%) compared to the previous year. The reduction was due to cost-cutting initiatives targeting direct costs and intercompany costs. A total of 423 million in expenses was recovered, up by 9 million (+2.2%) year on year, mainly due to greater recoveries of legal expenses. Amortization, depreciation and impairment losses on intangible and tangible assets totalled 169 million, showing substantially no change on the December 31, 2011 figure. Net Impairment Losses on Loans At December 31, 2012, net write-downs on loans and provisions for guarantees and commitments amounted to -6,966 million, showing a year-on-year increase of 76%. The cost of risk, measured as a ratio of average loans to customers, rose from 1.55% at December 31, 2011 to 2.69% at the end of >> 25

26 Net Operating profit Net operating profit totaled a negative 3,121 million, down 3,378 million on the +257 million recorded for The item was adversely affected by net write-downs on loans and provisions for guarantees and commitments and by lower operating profit (-382 million). Net Profit (Loss) In the table below, the data showing the transition from operating profit to net profit have been reclassified for illustrative purposes. Net profit (loss) ( million) Year C hange amo unt percent N ET OP ER A T IN G P R OF IT (LOSS) -3, ,378 n.s. Net provisions for risks and charges % Integration costs % Net income from investments 47-1,332 +1,379 n.s. P R OF IT (LOSS) B EF OR E T A X -3,352-1,493-1, % Income tax for the year 3, ,069 n.s. Impairment of goodwill - -4,894 +4, % N ET P R OF IT (LOSS) ,324 6, % Provisions for Risks and Charges Net provisions for risks and charges, totaling -169 million compared to -306 million in 2011, refer for the most part to tax and legal disputes. Integration Costs Integration costs, totaling -109 million, include additional provisions to cover extraordinary staff expenses connected with the Redundancy Plan agreed under the October 18, 2010 Memorandum. Due to the introduction of Monti-Fornero pension system reforms during the year, which extend the time before redundant personnel qualify for their retirement pensions, additional provisions were paid into the Redundancy Fund (-100 million). Integration costs also include the discounting of the fund itself (-9 million). Compared to the previous year, the item shows a decrease of 3 million in costs. Net Income from Investments Net income from investments totaled +47 million, showing an increase of +1,379 million versus In 2012 the item showed a capital gain from the sale of the London Stock Exchange equity investment (+109 million), along with writedowns on the Fondiaria Sai (-48 million) and UniCredit Leasing (-59 million) investments, the latter supported by an expert, and profit from the sale of government bonds (+54 million). Taxes on income Income taxes for the year show a positive value of 3,132 million, representing a significant increase on the positive value of 63 million for BILANCIO DELL IMPRESA AL(1xxx) 31 DICEMBRE 2006 >> 26 COMPANY ACCOUNTS AS AT DECEMBER,