Mediobanca Corporate Presentation March 22nd 2010 Politecnico di Milano
History and mission of Mediobanca 1946 Foundation Founded after World War II by Banca Commerciale Italiana, Credito Italiano and Banco di Roma, the three stateowned banks of national interest Mission: to support the rebuilding of the Italian industry through supply of medium/long-term financing and advisory services to enterprises 1950s-70s Development 1950s: supporting growth of leading Italian groups outside Italy 1956: listing on Milan stock market (the first banking group listed after the war) Trustee business via Spafid (1951), followed by consumer credit with Compass (1960) and leasing with Selma (1970) 1970s-80s Restructuring of Italian industry Key role in supporting Italian industry restructuring: MB became house bank for major Italian industrials By mid-1970s MB s equity investment portfolio included Generali (4.5%), Fiat (2.5%), Montedison (2.5%), Olivetti (5%), Pirelli & C. (3.3%) and Fondiaria (10%) 1988: MB privatisation and core shareholder s agreement between banks (25%) and private enterprises (25%) set up 1990s early 00s Italian largest privatisations Industrial restructuring in late 90s was followed by a boom of privatisation deals and s, in which MB confirmed its leadership position. MB International, operating in international capital markets set up in 1990 Residencial mortgages business started up with Micos (1992) Increase in size of equity investment portfolio (Generali 14%) Private Banking business entered with Banca Esperia (2001) and CMB (2003) Recent years Diversifications New management team (2003) and strategy refocused on banking activities CIB activities internationalized with the opening of branches in Paris (2004), New York (), Madrid (), Frankfurt () and London (2008) Creation of the third domestic operator in consumer lending with the acquisition of Linea () Retail banking started with Che Banca! (2008) 2
Leading corporate and investment bank Qualified shareholder base Valuable equity investment portfolio Unique corporate culture Independent management team Integrated and profitable business model Excellent asset quality High cost efficiency Sound capital base High free capital generation 3
Mediobanca Group: business model Mediobanca s business model is organized around three main business areas: Corporate & Investment Banking (CIB), Principal Investing (PI), and Retail & Private Banking (RPB) CIB: integrated offering which includes credit products, advisory services, and capital markets services and products PI:includes minority/majority stakes in listed/unlisted corporates of medium/large size which Mediobanca invests in with a view to assisting them in their plans for growth over the medium term. RPB: focused on the Compass-Linea combination, plus launch of the new retail platform Cross-fertilization between CIB and Private Banking: corporate relations originate contacts for private banking, and vice versa Business and risk diversification achieved through Retail & Private banking and PI Mediobanca Group Corporate & Investment Banking Principal Investing Retail & Private Banking Lending Equity Investment Portfolio Consumer Credit Capital Markets Merchant Banking Retail Banking Advisory Private Equity Private Banking Special Opportunities Large/mid corporates Retail * Adopted on March 08 with 09/011 Plan approval 4
Mediobanca Group: key figures Mediobanca Group ( m) June 07 June 08 June 09 Revenues 1.783 2.098 1.776 of which banking activities 1.139 1.427 1.612 of which equities 644 671 164 Profit before taxes 1.187 1.154 91 of which banking activities 545 490 380 of which equities 642 664 (289) Net Profit 959 1.013 2 RWA ( bn) 50,1 55,1 52,7 Net Equity ( bn) 6,8 5,7 5,7 Tier 1 ratio 12% 10% 10% Rating AA- AA- AA- * Fiscal year closes at the end of June 5
An integrated approach to clients Corporate Finance Capital Markets Lending & Leveraged Finance R&S Private Equity Private Banking Retail Financial Services Mediobanca SpA Mediobanca Group Product Teams Branded Goods and Industrials Energy Industry Teams Financial Institutions Groups Infrastructure Real Estate Telecommunications, Media & Technology Flexibility to combine industry and product expertise Client-driven approach: products and services are tailored to clients needs 6
Increasing international presence Direct presence France Branch in Paris set up in 2004 Lending and investment banking activities Germany Spain Branch in Frankfurt set up in mid Lending and investment banking activities Branch in Madrid set up in autumn Lending and investment banking activities U.S.A U.K. Brokerage activity set up in New York in London Frankfurt Paris Capital market platform set up in London in spring 2008 Madrid Monaco CMB: stake owned since 1989, Milanfully owned since 2004 Leader player in private banking Rome 7
Wholesale Banking- Corporate Finance A motivated team of client-focused professionals organized by Industry Teams Corporate Valuations A track record of 60 years of unparalleled achievement and long-term relationships with major Italian groups Proven capability in providing a comprehensive service Unique understanding of domestic industrial, regulatory, legal and tax environment Shareholders Agreements Debt Restructuring Relationships with Authorities Corporate Finance Strategic objectives Financial & Benchmarking Analysis Divestitures & Spin-offs Excellent relationships with major international financial institutions, such as investment banks, commercial banks, private equity funds, etc. Joint-Ventures & Partnerships Mergers & Acquisitions Corporate Restructuring Branded Goods and Industrials Energy Financial Institutions Groups Infrastructure Real Estate TMT 8
M&A: major deals in 2008-2009 Leadership in M&A confirmed not only by the size and importance of the deals, but also the high degree of coverage in terms of industries Pending Pending Pending Pending Pending Pending June 2009 June 2009 June 2009 June 2009 May 2009 May 2009 April 2009 44m Acquisition by Cattolica Assicurazioni of 51% of BCC Vita 139m Acquisition of CartaSì by Istituto Centrale Banche Popolari 830m Debt restructuring of Ferretti SpA by Mediobanca and creditors Mediobanca and creditors 420m Merger between Italcementi and Ciment Français Italcementi 1,805m Merger among Generali, Alleanza Assicurazioni and Toro Assicurazioni Generali 175m Tender offer by Banco Popolare SC on Banca Italease Banco Popolare 2.9bn Dismissal by Endesa of 2.105MW of wind power and hydroelectric plants to Acciona Endesa 4.7bn Acquisition by Snam Rete Gasd of 100% of Stogit and Italgas Snam Rete Gas 10m Acquisition by Metalmeccanica Tiberina of Wagon Automotive Spol 11,1bn Acquisition by Enel of 25% stake in Endesa from Acciona 1.5bn Dismissal by Enel of 80% of Enel Rete Gas to F2i and AXA Private Equity Enel Vaue undisclosed Acquisition by A2A of a 15% stake in EPCG (electirity utility of Montenegro) Value undisclosed Merger among Enìa and Iride Enìa March 2009 March 2009 February 2009 February 2009 December 2008 December 2008 December 2008 December 2008 October 2008 October 2008 October 2008 October 2008 October 2008 460m Acquisition by Dolomiti Energia of hydroelectric assets through the purchase of a 51% stake in two Newcos (owned by Enel and Edison) 114m Banca Popolare di Milano s tender offer on Anima 323m Acquisition by Aifrance of a stake in Cai/Alitalia 44m Dismissal by I Viaggi del Ventaglio of Livingston to 4 Fly Value undisclosed Merger between ACSM Como S.p.A. and AGAM Monza S.p.A. AGAM Monza S.p.A. 535m Acquisition by Bain Capital P.E. and Clessidra of a majority stake in Centrale dei Bilanci and Cerved Clessidra 1,152m Acquisition by Terna of 19,000km of high voltage grid from Enel the 250m MBO of the Blue Skye Investment Group and constitution of Blue Skye Special Opportunities Fund L.P. by a consortium lead by IDeA Alternative Investments and DeA Capital Blue Skye 4.8bn Acquisition by ENI of the primary gas operator in Belgium 1bn Acquisition by Candover of a 40% stake in Technogym Value undisclosed Bancassurance agreement with disposal of 70% of Chiara Vita to Helvetia Financial Advisor to Banco Desio 78m BDH tender offer on 15% of Mariella Burani Fashion Group 70m Acquisition by Il Sole 24Ore of 70% of Esa Software Financial Advisor to the August 2008 August 2008 July 2008 July 2008 July 2008 July 2008 May 2008 May 2008 18m Acquisition of 100% of Chemial Group SpA by Polynt SpA from 3i fund and other investors Polynt Undisclosed value Atel s acquisition of a 30% stake of M&A Rinnovabili 63m Acquisition by Landi Renzo S.p.A. of 100% of Lovato Gas S.p.A. 152m Acquisition by IGI funds of a 20% stake in Tecnopali Group 1,400m Contribution to the RE fund Scarlatti and Scarlatti Fund s units placement to institutional investors Generali Immobiliare Italia SGR 357m Voluntary Public Tender Offer launched by Fintiles on 49.928.242 Marazzi shares Value undisclosed Disposal of Buitoni Pasta Secca business by Nestlé Italia Spa Sole Financial Financial Advisor Advisor to the 800mln Dismissal by Telecom Italia of 100% of Alice France (TI French broadband operations) 203m Acquisition by Fintecna Immobiliare of a real estate portfolio through Valcomp Due Srl Value undisclosed Acquisition by Sammontana of 100% share capital of GranMilano from Barilla Holding 405m Acquisition by Mediobanca, through Compass, of Linea from Banche Popolari 28m Disposal of Newlat SpA by Parmalat to TMT Finance 390m Fariness opinion on Investindustrial s takeover Financial Advisor to Ducati May 2008 May 2008 May 2008 May 2008 April 2008 April 2008 March 2008 March 2008 113m 18m 747m 3.4bn 200m 36m 78.8m 2,5bn Acquisition by Investitori Associati of Alberto Aspesi & C. SpA Acquisition by Finmeccanica of 11.1% of Eurotech Acquisition by a Consortium of banks of 184 branches from UniCredit Group Financial Advisor to the Consortium Acquisition by Finmeccanica of 100% of DRS Technologies Inc. Dismissal by Edison of 7 CIP6 power plants in Italy (6 to Cofatech Servizi and 1 to Seci Energia) Barieditrice Srl acquired a 30% stake in Editrice del Sud SpA owner of the newspaper La Gazzetta del Mezzogiorno Acquisition by Fintecna of a 1.5% stake in Airfrance previously held by Alitalia Acquisition by ENEL SpA of the outstanding 62.85% of OGK-5 March 2008 March 2008 February 2008 February 2008 February 2008 January 2008 835.5m Repurchase of stake of Pirelli Tyres through the acquisition of Speed Spa from primary institutions 273m Investindustrial takeover on Polynt 4.6bn Acquisition by Permira of Valentino Fashion Group Value undisclosed Acquisition by Fratelli Canessa (CLN Group) of ITLA-Redaelli Tecna Laminati and Falck Acciai-CNS from Falck SpA 155m Acquisition by Helicapital Inversiones Aereas of Elilario Italia from Gemina 325m Contribution of Liguria Assicurazioni and Merger of Sasa and Sasa Vita in Milano Assicurazioni Fondiaria SAI 9
Wholesale Banking - Lending & Structured Finance Handles loans to corporates, generally medium-tolong term Responsible for transactions involving a considerable degree of financial leverage and limited recourse to the originator Syndicated Loans Corporate lending Leveraged finance Financial support to exporters of goods and services to non-italian counterparties Support analysis of credit-related exposure to counterparties and their respective creditworthiness Project finance Lending and Structured Finance Loan sales Involves preparing schemes for major contracts and arranging the requisite lending package Credit analysis Export finance 10
Syndicated Loans: major recent transactions in -2009 April 2009 December 2008 December 2008 August2008 April2008 December 8bn Term Loan Facilities 360m Term Loan Facilities 3.1bn Term Loan Facilities 1,250m Acquisition Financing 110m Term Loan Facilities 850m RCF 275.6m Project Financing 3.2bn Term Loan Facilities 268m Senior Credit Facilities 1,476m Acquisition Financing December April March March February January December October April April 275m Term Loan Facility 35bn Term Loan Facilities 1,280m Acquisition Financing 2bn TLF & RCF 365m Senior and Subordinated Facilities Sole 555m Senior and Second Lien Credit Facilities 200m Term Loan Facility 500m Term Loan Facility 300m Revolving Credit Facility 750m Revolving Credit Facility March February December December November November September September September 550m TLF & RCF 2,418m Acquisition Financing 250m TLF & RCF 500m TLF & RCF 5bn Revolving Credit Facility 500m Term Loan Facility Transalpina di Energia 1,400m TLF & RCF 490m TLF & RCF 395,4m Acquisition Financing August August August June May May May April 2bn Revolving Credit Facilities 9bn TLF & RCF 650m Acquisition Financing 6bn Revolving Credit Facility 4.5bn Revolving Credit Facility 2,620m Acquisition Refinancing 8bn Revolving Credit Facility 2,000m TLF & RCF The role of always entails the status of 11
Wholesale Banking - Capital Markets Structures and places equity offerings, e.g. in the form of s and rights issues debt securities such as bonds and/or asset-backed securities issued by corporate or financial clients debt-based products (structured and unstructured) for the bank's own funding purposes Covers all regulated markets (trading-floor and screen-based) and non-regulated markets (OTC) on which financial assets are traded subsequent to their issues Develops morning notes and brief comments on key company events for investors requiring information at short notice; full-length studies on individual companies Manages risk exposure deriving from banking activities Debt Capital Markets (DCM) Equity Capital Markets (ECM) Risk Management Capital Markets Equity and Fixed income sales Equity, Fixed income and Derivatives trading Equity and Fixed income Research 12
Share placements: deals co-ordinated since 1997 Mediobanca has handled large-size share placements such as privatizations and deals involving small/medium-size companies with clear business vision 2009 2008 7.6m Global Coordinator and 3.6m Joint, Listing Partner 210m Joint, Sponsor 429m Sole bookrunner 38,5m Global Sole, Listing Partner 151,5m Sponsor and Specialist 414.1m Sole Global Sole, Sponsor 250,3m Joint, Sponsor 184m Joint, Sponsor 122m Global, Listing Partner 98.8m Global, Sponsor 1,242m Joint, Sponsor 153.3m Sole 25.1m Sole 167.9m Global Sole, Sponsor 286.3m Joint 128.17m Global Coordinator and 315,4m Global Coordinator and 131,27m, Joint Listing Partner 231,4m, Sponsor 468m and Sponsor 302,7m Joint, Co-Sponsor 430m Joint 53,7m, Sponsor 34m (Shares) Sole Global, Sponsor 2004 2004 2004 2004 104m (Shares) Global and Sponsor 1,851m Spin off from Marzotto and Advisor to Marzotto and Financial Sponsor to Valentino Fashion Group 4,101m Secondary offering 190m Sole 86,6m 160m, Sponsor 568m Joint 289,6m Joint 136m Sole 7.636m Secondary offering 1,700mn, Sponsor 2004 2004 2002 2002 2002 2001 2001 2001 2000 2000 651m Sole 299m Apax Venture Partners, 276m Secondary offering 358m, Sponsor 375m, Sponsor 86m, Co-Sponsor 228m 61m Global and Sponsor 121m Global and Sponsor 630m, Sponsor 2000 1999 1999 1998 1998 1997 1997 5,505m Secondary offering 261m 16,550m 445m Secondary offering 2,655m Secondary offering 9,787m Secondary offering 1,966m Secondary offering 13
Mediobanca positioning M&A (announced deals) 2008 2009 Bank Volume ( m) Bank Volume ( m) Bank Volume ( m) Bank Volume ( m) Mediobanca 37,944 Citi 131,615 Mediobanca 43,348 Mediobanca 21,054 Rothschild 23,469 Merril Lynch 126,946 Merril Lynch 26,525 Morgan Stanley 17,116 Goldman Sachs 18,368 Mediobanca 120,598 UBS 26,358 Intesa SanPaolo 16,811 Morgan Stanley 17,546 Credit Suisse 105,217 Morgan Stanley 25,009 JP Morgan 16,724 Lehman Brothers 16,289 JP Morgan 78,992 Goldman Sachs 22,951 Goldman Sachs 15,024 Equity issuance 2008 2009 Bank Volume ( m) Bank Volume ( m) Bank Volume ( m) Bank Volume ( m) Mediobanca 4,121 Mediobanca 1,843 Mediobanca 2,087 Mediobanca 2,576 Morgan Stanley 2,802 Goldman Sachs 893 Goldman Sachs 1,143 Intesa SanPaolo 1,988 Credit Suisse 1,991 Lehman Brothers 822 Credit Suisse 823 JP Morgan 1,829 Goldman Sachs 1,757 Unicredit Group 549 Merril Lynch 618 Morgan Stanley 642 Deutsche Bank 1,471 Intesa SanPaolo 513 Intesa SanPaolo 528 UBS 521 Syndicated bookrunners loans 2008 2009 Bank Volume ( m) Bank Volume ( m) Bank Volume ( m) Bank Volume ( m) Mediobanca 5,628 Intesa SanPaolo 14,744 Intesa SanPaolo 4,755 BNP Paribas 3,081 Citi 3,430 Unicredit Group 11,187 RBS 3,803 Intesa SanPaolo 2,893 UniCredit Group 3,383 Mediobanca 8,969 BNP Paribas 2,512 Mediobanca 1,822 Intesa SanPaolo 3,362 UBS 7,000 Unicredit Group 2,288 Mitsubishi UFJ 1,442 BNP Paribas 3,346 BSCH 7,000 Mediobanca 1,793 BBVA 1,442 Source: Thomson Financial /Dealogic All rankings are by Mediobanca fiscal year, end of June 14
Profile required Corporate Finance Lending & Structured Finance Capital Markets Operations Studies business studies & economics business law Studies economics statistics & mathematics Studies business studies technology Specific area of expertise financial accounting corporate valuation debt products business law Specific area of expertise financial mathematics econometrics financial markets & products Specific area of expertise business strategy process analysis technology Personal skills Ethics Professionalism and rigour Teamwork Flexibility, speed and efficiency Discretion and confidentiality Customer-focused Ability to work under pressure 15
Contacts Mediobanca S.p.A. Human Resources Piazzetta E. Cuccia, 1 20121 Milan Tel: +39 02 8829 282 Fax: + 39 02 8829 267 E-mail: risorse.umane@mediobanca.it http://www.mediobanca.it 16
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