22 May 2012 Carige Group
Transcription
22 May 2012 Carige Group
GRUPPO BANCA CARIGE Ennio La Monica General Manager Presentation to the Financial Community Milan, 22 May 2012 Page | 1 Contents • Carige Group today • New market scenario • Carige Group Reorganisation Project • Target organisational structure • Economic impact of the Reorganisation • Timeline • Contacts Page | 2 Complex banking, insurance and social security organisation... ~50,000 minor shareholders M k t Market 9.99% 9.99 % 43.02% 43.02 % 46.99% 46.99 % Banca Carige SpA Federal model Listed companies Mkt Cap: €1.2 Bln Cassa di Risparmio di Genova e Imperia Banking activities1 Finance Fi activities Insurance activities 1 T Trustee t 1 Banca Carige Carige Vita Nuova (vita) Carige AM SGR CR Savona Carige Ass.ni (danni) Creditis (Credito al CR Carrara activities 1 Centro Fiduciario consumo) BM Lucca B. Cesare Ponti Own Product Factories 5,974 Employees ~ 2 Mln customers 677 branches & 432 insurance outlets Shareholders’ equity ~€2.9 Bln 1 Major companies Source: company data to May 2012 Page | 3 ...with 677 branches in 5 banks Branches distribution by bank (as at 31/12/2011) 84% 50 7% 5% 3% 1% 100% 560 of which #207 in Liguria1 and #353 outside Liguria 37 23 7 677 1 Liguria includes Nice branch SOURCE: Company data Page | 4 Carige Group showed strong resilience during the crisis, particularly if compared with peers... Comparison of pre and post crisis cumulated profits (€ Mln) 2005-2007 2008-2011 +64% -53% 775 661 474 309 Peers average1 Carige 1 BPER, BPM, BPVi, Credem, Creval SOURCE: Banca Carige, annual reports Page | 5 … and confirming the federal model’s worth Federal model: marginal administrative and organisational costs against significant commercial benefits and territorial presence CAGR Pre-deal/2011 Intermediation mediation activities acti ities Aquired Inte (€ Bln) ∆ p.p. Pre-deal/2011 Banca del Monte di Lucca (#23 branches) Cassa di Risparmio di Savona (#50 branches) Cassa di Risparmio di Carrara (#37 branches) Pre-deal Dic 2011 10.6% 1999 Pre-deal Dic 2011 C/I (%) Pre-deal 2.5 0.7 2.3 2.8 86.5 62.5 0.6 -13.2 p.p. 7.3% 13.3 4.7 71.4 5.7 2003 2.1 3.2 4.1 58.2 -6.3 p.p. 2.4% 5.3% Dic 2011 -24.0 24 0 p.p. pp 12.7% 4.4% 1999 Net P Profit ofit (€ Mln) 4.9 73.6 67.3 -15.3 p.p. Banca Cesare Ponti (#7 branches) Dicembre 2004 11.7% 1.1 … 91.6 8.8 2.4 76.3 -0.6 The data "Pre-deal" refers to the last balance sheet prior to the acquisition. For Banca Cesare Ponti data "pre deal" refers to the 2004 balance Source: company data Page | 6 Contents • Carige Group today • New market scenario • Carige Group Reorganisation Project • Target organisational structure • Economic impact of the Reorganisation • Timeline • Contacts Page | 7 The crisis impacted significantly the banking sector… Period Effect Impact on Banking system Focus 2007-2008 Sub-prime mortgages and toxic assets: low asset quality Limited Asset quality 2009-2010 Economic recession: high credit risk cost Significant 2011 Liquidity crisis on institutional markets: sourcing and disposal Limited, due to Retail funding T Tomorrow Retail fundingg cost increase: structural margin reduction Si ifi Significant Liabilities Li biliti quality Impacts on Italian banks P&L are strictly connected to the traditional banking model Page | 8 … with several factors putting under pressure the traditional retail banking model Macroeconomic context t t - Overall uncertainty and higher volatility than in the past - Global economic re-balancing, with significant growth of emerging countries that will cause banking resources (capital) transfer across markets - Worsening conditions of funding market, which have already transformed liquidity in a scarce and costly resource Regulation - Change in the European Banking system regulatory framework, with the introduction of Basel III, resulting in: . Higher capital requirements . Stricter liquidity management rules •c - Tightening consumer protection - Change in customers’ key needs and behaviours driven by demographic and economic trends: . Older customers, on average, but with different needs and expectations compared to current “elderly people” Customers . Greater confidence and usage g of remote channels and,, consequently, q y, lower usage g of physical branches . Reduction in saving propensity and increase in borrowing and consumprion propensity . Increasing churn rates, shopping around and mobility to other banks Page | 9 Profitability recovery must be achieved by reducing service cost and increasing commercial productivity… European Banking system profitability evolution1 – ROE, % 16.7 7 9-9 7.9 9.2 2 1.7-2.0 7.4-8.6 1.2-1.4 Despite the expected market growth and the decreasing risk costs, a performance improvement of 25-30% i needed is d d to t achieve hi precrisis profitability levels, via: Reduction of service cost Increase of commercial productivity 2007 2010 Regulatory impact on capital Inertial growth impact 2015 E 1 Europe-27 and Switzerland SOURCE: External provider analyses based on Thomson-Reuters data Page | 10 … and leveraging the increasing usage of remote channels, driven by technology innovation and lower costs Online banking g usage g 1 Percent 80 Norway Netherlands I 70 Finland Denmark 60 3-5 years 50 Switzerland S d Sweden “Selfservice” Canada US Belgium Japan 7-10 years 40 II France Austria 30 10-15 years Spain III Luxembourg UK Germany Australia Ireland Slovenia “Multichannel” South Korea Poland Czech Brazil Portugal “Brick & IV Middle “Online Hungary Republic Italy Argentina mortar” adaptors” East Russia ColombiaMexico Serbia Greece Romania China Macedonia India Turkey Bulgaria 20 10 0 0 5 10 15 20 25 30 35 40 45 50 55 60 65 70 75 80 85 90 95 Internet usage1 Percent 1 Percentage of individuals using the internet/online banking in the last 3 months Page | 11 Contents • Carige Group today • New market scenario • Carige Group Reorganisation Project • Target organisational structure • Economic impact of the Reorganisation • Timeline • Contacts Page | 12 The Strategic Plan identifies four main strategic guidelines Carige Group Strategic Plan 2011 - 2014 has identified strategic guidelines and actions to enable Carige Group to overcome the limits of profitability related to the maturity condition of the Banking sector STRATEGIC GUIDELINES 1 STRATEGIC GOALS Development of revenues and commercial offering: “discover” business areas (territories, products, customers) that still have untapped value potential •c 2 Rationalisation of operating costs and processes: constant striving for technical and operating ti efficiency ffi i 3 Optimisation of liquidity, capital and cost of risk: efficient allocation of short resources 4 Focus on innovation and skills: not only on processes and products, but also on human resources' behaviours and social skills Higher commercial productivity : − Improvement of cross selling − Product portfolios evolving towards higher-margin higher margin, higher higher-commission commission products (upselling) − Lower business performance variance Broader customer base Development of inter-channelling Service model fine-tuning Review of the pricing policies New sales processes to free up resources for commercial activities Personnel's proactive commercial attitude Efficient cost base and process management Focus on retail and institutional deposits Closing of the intermediation circuit Active capital management in a Basel 3 perspective Qualitative selection and management of credit Widespread use of technology Recognition of merit Optimal use of skills and abilities (knowledge and know-how) Page | 13 By spinning-off Extra-Liguria branch network from Banca Carige and establishing Banca Carige Italia, the bank will reach the Plan’s targets Two separate p banks,, specialised p on their own geographical areas of reference, with different mission and, as a consequence, radical differences in strategy, distribution model and commercial approach Liguria ExtraLiguria Preserving the current positioning in the historical areas of presence, defending the customer base, the market leadership and thus the profitability of the bank Carige C i Group G – Net N t income i € Mln CAGR: 10% 330 187 Accelerating the acquisition of customers and the growth of volumes l reducing d i the th cost of service to selffinance growth Reducing the funding gap 2011 2017 Page | 14 Banca Carige Italia will be a network bank, consistently with the federal model of the Group Reorganisation Project Set up of a new bank, Carige Italia, that will receive Banca C i ’ branches Carige’s b h off the th Extra-Liguria E t Li i network t k (except ( t Nice Ni branch) Market 46.99% 9.99% 43.02% NewCo Banca Carige SpA -listed- Target Structure of the Group 100% Carige Italia SpA 1) Insurance companies, financial, fiduciary and instrumental 95.9% 90.0% 60.0% 100% Other companies Page | (1) 15 Two branch networks significantly different for history, geographical presence and productivity Liguria network History Market share and coverage Productivity Customer base Extra-Liguria network • Historical presence in Liguria region for over 500 years • Significant presence in the territory outside Liguria only from early ’90s • Mature network and stable number of branches (207 at date) • “Young” network, develop in the last 15 years through branches acquisition and new openings (from 40 branches in 1998 to the actual 353) • High market share (over 20% in terms of branches and deposits) • Low market share (below 1.5% in all the regions of presence except Piedmont, Sicily and Sardinia) • Diffuse coverage, based on branches proximity, close to each other • Low coverage (few, distant branches to cover larger territory) • Higher productivity by branch, thanks to hi h number high b off clients li per branch b h • Branch productivity far from Liguria’s, due to l low number b off clients l per b branch h ((-38%)) • Higher volumes per client • Limited volumes per client vs. Liguria network (40%) but higher profitability • More balanced portfolio in terms of customer segments vs. Extra Liguria, with Mass Market representing ~63% of total customer base • Higher share of Mass Market segment (72%) vs. Liguria network; Affluent e Private segments less represented in the customer portfolio • Customer base on average older than Liguria Liguria’s s, with relevant portion of clients in the senior age bands • Customer base on average younger than Liguria’s Liguria s Page | 16 Liguria Network represents the historical core of the bank, while Extra-Liguria Network is the result of an intense growth phase during the last 15 years Number of branches1 1990 1998 2000 2002 2004 2006 2008 2010 2012 Liguria g 129 200 201 200 201 203 205 207 207 ExtraLiguria 7 40 79 186 189 198 327 348 353 New openings 7 33 18 4 3 9 10 1 5 90 Acquisitions - - 21 103 - - 119 20 - 263 136 240 280 386 390 401 532 555 560 Total Acquired from Banco Intesa di Sicilia Capitalia ISP UniCredit MPS 1 Net of closed branches Page | 17 The two networks operate in completely different markets Banca Carige: Branch Market Share 1% Customer loans Market Share 1.9% 1% 21 2% 21.2% Italy: 1.3% Liguria: 18.9% Extra-Liguria: 0.8% 1.2% Direct deposits Market Share 0.8% 1% 0.4% 0.3% 1 4% 1.4% Italy: 1.2% Liguria: 22.3% Extra-Liguria: 0.7% 2 0.6% 1.6% Italy 2% Liguria: 21.2% Extra-Liguria: 1.3% 3.6% Page | 18 During the last years, the main commercial indicators of Extra-Liguria network improved Clients / FTEs Bank Accounts / FTEs +9% p.a. 251 2009 286 2010 +5% p.a. 297 2011 Cross-selling Index 220 232 243 2009 2010 2011 Acquisition Index +13% p.a. +3% p.a. 37 3.7 3.8 3.9 8.2% 2009 2010 2011 2009 9.2% 2010 10.4% 2011 Page | 19 However, Extra-Liguria network still counts a lower number of customers per branch… Index, Liguria=100 Data at 31/12/2011 Customers per FTE % 100 75 Customers per branch % 100 00 Liguria Extra-Liguria Network has a lower number of customers per FTE… 62 Extra Liguria FTE per branch % 100 82 ...and, and on average, smaller branches Page | 20 … customers with lower average volume… Index, Liguria=100 Data at 31/12/2011 Volume per customer% 100 63 Extra-Liguria has customers significantly smaller… Total Income per customer % 100 Liguria 87 Extra Liguria Total Income on volume % 100 133 ...with with higher volume profitability Page | 21 … and a gap in terms of Affluent and Private customers, also driven by the lower average age of the customers Liguria Extra-Liguria Customer distribution by segment 63% Mass Market 72% 22% Affluent Private Small Business Corporate1 Average customer age 15% 57 4% 52 1% 7% 10% 4% Liguria Extra-Liguria 2% 1 Includes Mid and Large Corporate, and Public Institutions Page | 22 It’s time for a step-change and a discontinuity in the way we work Phase Extra-Liguria E Li i network: k 353 branches Extra-Liguria network: 40 branches Discontinuity in the way we work and full exploitation of the opportunities out of Liguria region Acquisition and integration into the Group 1998 Objectives Branch network expansion beyond the historical region of the Bank Improvement of the commercial performance,volumes productivity and profitability 2012 2017 Full exploitation of the growth potential of the Extra Extra-Liguria Liguria network Step-change in the growth path of number of clients and volumes, th through h new branch b h format f t and d distribution model innovation Page | 23 The performance improvement will be achieved through the implementation of two separated operating and commercial strategies Objectives Carige Carige Italia Operating and commercial strategy Preserving the current positioning in the historical areas of presence, defending the customer base, base the market leadership and thus the profitability of the b k bank Maintain actual strategy, focused on volumes profitability and branches operational efficiency, by: Defending the customer base and executing qualitative remix (with assignment of specific targets in terms of client acquisition by age band) Safeguarding profitability Enhancing efficiency (interventions on back back-office office and multi-channel distribution) Improving productivity per square meter Accelerating the acquisition of customers and the growth of volumes reducing the cost of service to self-finance self finance growth Reducing the funding gap Innovate the client service model, integrating the existing g branch network with new and flexible acquisition and sales channels and testing new solutions in a “laboratory-style” set-up, with focus on: Increasing number of leads (development) Acquiring new clients Acquiring A i i “valuable” “ l bl ” clients li t (“native” (“ ti ” cross selling) Develope a new product offer aimed to attract valuable clients Page | 24 In order to increase volumes and clients, the strategy of Carige Italia will focus on channel and product innovation Historically, the existence of two completely different networks in one bank h produced has d d a mixi up of strategies and commercial approaches, resulting in the acceptance of several “compromises” in order to manage safely and profitably the Bank The h split li off the h two networks will enable a clear strategy differentiation and the activation of the required enablers Innovate the growth h model d l Increase accountability Innovate service model, developing the existing retail capacity and coupling it with low cost and more effective remote t channels h l Introduce “attack” products, simple and appealing for value customers Increase transparency on results and differentiate commercial accountability, in order to maximize the values of the two different strategies and avoid mix-up between the objectives Differentiate management performance systems systems, focusing on growth in terms of objectives and commercial targets, planning process, incentives programs and KPIs Specialize infrastructure I Introduce t d new commercials i l systems t t attract to tt t and d manage new clients through remote and innovative channels Strengthen credit risk control Achieve a more balanced asset-liability structure, reducing Carige Italia funding gap Differentiate credit powers between Carige and Carige Italia in order to assure selective loan growth, in compliance to the Holding credit policies Page | 25 Contents • Carige Group today • New market scenario • Carige Group Reorganisation Project • Target organisational structure • Economic impact of the Reorganisation • Timeline • Contacts Page | 26 Business model differentiation will take into account innovation needs and the continuous curb of operative cost Banca Carige Rationale Holding Functions Diff Differentiated ti t d strategy and commercial approach to better cope with different geographic needs and market opportunities Common operative platform to maintain scale advantages and possibility to implement specific differentiations Carige Network Carige Italia (Liguria) Network ( (ExtraLiguria) Centralised management and control functions, in order to maintain scale and scope synergies Focus F on Carige C i It li to Italia t develop d l and d test product innovations, service model, ICT platforms, and roll-out them to the Liguria network in a second phase back-office office functions to Centralised back leverage economy of scale Wholly differentiated commercial networks in terms of role, objectives, and distribution model Duplication limited to commercial (e.g. pricing) and credit functions Page | 27 The target organisational structure of Carige Italia is consistent with the management of the Group’s Network Banks BOARD OF DIRECTORS CEO Managing, directing and controlling functions centralised in the Parent Bank Corporate affairs LENDING NETWORK •c Development & Private Banking Lending Monitoring Market Support TUSCANY & UMBRIA Area PIEDMONT Area LOMBARDY Area Large corporate Lending Support NPL management VENETO Area EMILIA ROMAGNA Area LATIUM-MARCHES Area SARDINIA Area APULIA Presidium SICILY Area Page | 28 Contents • Carige Group today • New market scenario • Carige Group Reorganisation Project • Target organisational structure • Economic impact of the Reorganisation • Timeline • Contacts Page | 29 Benefits of the Project Recurrent Benefits Revenues Running gross benefits equal to €55 Millions (Net €37 Millions): • Increase of annual recurrent revenues equal to €37 Millions (2017), due to productivity growth and network efficiency, optimisation stabilisation of cost of institutional funding, active capital management, net of higher taxes on intra-group funding and dividends Cost savings • Running annual cost savings equal to €18 Millions, due to higher efficiency of infrastructures, optimisation of processes and tax savings net of the increase of other minor recurrent structural costs (<1M€) g Cost/Income / for 2017 is expected p to be in • Also due to these actions the running reduction of 13.5% at 45% Non Recurrent Benefits Economic • Benefits of €715.8 Millions, of which: • 456 456.5 5 for Banca Carige due to the positive effect of DTL write-off, write off DTA recognition on goodwill not yet amortised as at 31/12/2012 and negative effect of recognition of DTL on the stake in Carige Italia - according to PEX – equal to the original fiscal value of goodwill g Italia due to the p positive effect of recognition g of DTA related • 259.3 for Carige to the goodwill and negative effect of the substitute tax recognition, due to the exercise of the tax release option applied to the goodwill Financial Investments • 254 bps benefit on the regulatory ratios, for the fully retained extraordinary earning, net of the tax benefits already recorded under shareholders’ equity • Core Tier 1 at 9.3% as at 31/12/2012 • CET1 full compliant expected to be greater than 8% as at 1/1/2013 • Utilisation of a significant part of the investments already planned in the Strategic Plan 2011-2014 (€110 Millions) and of those further expected for the three-years period 2015-2017 (€90-110 Million) supporting the requested projects’ initiatives and innovations Page | 30 recurrent economics benefits € Mln 55 18 18 37 Higher revenues 37 Lower costs Gross benefits Tax effect Expected contribution to the Group’s net income of about €37 Mln running in 2017 Net benefits Page | 31 Detail of the gross recurrent economic benefits € Mln Benefits 1 Action and economic impact 1.1 Productivity growth and network efficiency Rationale ~22 1.2 Active capital management Gross recurrent revenues benefits ~10 Optimisation and stabilisation of cost of funding Stategic and rigorous approach to Capital Management Development of new customers taking into accont risk/return equilibrium Improvement of productivity thanks to the new commercial model deriving from the establishment of Carige Italia More efficent allocation of resources Rationalization of the network and enhancement of local brand Higher efficiency in the allocation of resources O i i Optimisation i off the h expense process 1.3 Credit standing improvement ~11 1.4 ~(6) Intra-group funding and fiscal ~37 Total revenues benefits 2 2.1 2.2 Rationalization of local network Higher efficiency of infrastructures ~1 ~3 2.3 Gross recurrent cost benefits Optimisation of processes ~9 2.4 ~6 ‘ACE’ benefits/reserves 2.5 Other recurrent costs Total cost benefits ~(1) ~18 Page | 32 Non recurrent benefits from the Reorganisation Project Action Effects P&L € Mln Reg. Cap. € Mln Regulatory (bps) One-off effects (2012) One-off effects (2012) Core Tier 1 (2012 pro forma) 457 340 144 259 259 110 7161 598 254 1 Emerging latent deferred taxation on goodwill 2 Fiscal recognition of goodwill ad upfront withholding tax Total effect The Project allows a total benefit of 254 bps on the Core Tier 1 ratio at the end of 2012 1 Gross of €5.1 Million one-off costs (€3.4 Mln net) expensed in 2012. Additional one-off costs for €2.4 Million will be expensed from 2013 to 2017 Page | 33 Benefits from the Reorganisation Project € Mln 1 Positive effect of the DTA recognition on goodwill not yet amortised as at 31/12/2012 (~ €1.1 €1 1 Bln) 363.5 The Project will allow the •c emerging of latent defferred taxation on goodwill 21.1 €114 €114.1 1 Mln positive effect of the DTL write-off as at 31/12/2012 Negative effect of the recognition of DTL on the g Italia – stake in Carige according to PEX – equal to the original fiscal value of goodwill 114.1 DTL write-off 456.5 DTA recognition on goodwill DTL recognition on the stake Net benefit •Positive c net effect on the regulatory capital equal to about €340 Mln / 144 bps (net effect on the pro forma Core Tier 1 ratio) Page | 34 Financial benefits of the Reorganisation Project € Mln 2 Upfront withholding tax equal to the 16.0% of the goodwill for Carige Italia DTA related to the goodwill (tax rate 33.07%) Effect of the recognition of DTA related to the goodwill as granted by art. 15, par. 10 of the Legislative Decree n° 185/2008 (+ ~110 110 bps for regulatory purposes) 502.3 Fiscal recognition of •c goodwill ad upfront withholding g tax 259.3 243.0 Recognition on goodwill Substitute tax Net benefit •Positive c net effect on the regulatory capital equal to about €260 Mln / 110 bps on the pro forma Core Tier 1 ratio Page | 35 Benefits on Regulatory Capital Effects on Regulatory Capital % ~9.3 25 2.5 CET1 full compliant as at 1/1/2013 / / greater than 8% thanks to the Reorganisation 6.8 50 5.0 CT1 31.12.2011 CT1 31.03.2012 Reorganisation Project CT1 31.12.2012 Page | 36 The resources required to support the strategy will be derived from the investments already planned in the Strategic Plan 2011-2014 and additional investments The Group has already planned in the Strategic Plan 2011-2014 investiments on technology equal to about €110 Million A considerable part of these investments will be used to support the project’s initiatives aiming at the innovation of the network (eg automatised branches, remote channels to attract new customers), of products, marketing and training (eg for the evolution of skills of the branch staff) Additional investments for €90110 Million planned for the three years period 2015-2017 Pl Planned d investments i t t € Mln 111 90-110 2012-2014 2015-2017 Page | 37 Financial highlights of the commercial networks, evolution 2011-2017 Carige Italia Carige (branches in Liguria)1 2011 2017 CAGR 11-17 2011 2017 CAGR 11-17 GROSS LOANS € Bln 9.2 13.2 6.2% 8.9 12.7 6.2% DIRECT DEPOSITS € Bln 12.11 15.6 4.3% 7.62 11.42 7.1% INDIRECT DEPOSITS € Bln 9.7 9 72 12 2 12.2 4 0% 4.0% 5.6 5 62 8.0 8 02 6 1% 6.1% FIA € Bln 21.8 27.9 4.2% 13.2 19.4 6.7% NET PROFIT € Mln 125.4 163.4 4.5%3 53.4 150.7 COST INCOME % 38.5 35.6 -2.9bp 60.3 48.2 1 Banca Carige SpA, in addition to the Liguria commercial network (represented here), maintains also its own internal institutional funding, its security portfolio, Leasing, Factoring, medium and long term Pool financing and foreign activities; 2 Intragroup Bonds are reclassified as Direct Deposits; 3 Excluding one-off for cagr calculation purposes 18.9% -12.1bp Page | 38 Strategic rationale 1 Acceleretion in achieving the targets of the Carige Group Group’ Strategic Plan 2011-2014 Optimisation of the market’s defence by strenghtening the inter-channelling Cost synergies related to the processes’ optimisation and increasing productivity of the networks thanks to the specific focus on their core business (unbundling of the Carige network) and to the emulation effect Strengthening of coordination and control functions of the Parent Bank 2 Significant strengthening of regulatory capital (even with the new Basel III requirements) with expected improvements in the Carige Group’s ratings and, consequently, for its cost of funding Actions to accelerate the achievement of the targets communicated to the market (improving productivity, cost savings, capital strengthening)… …“Keep “K growing i producing d i value” l ” Page | 39 Contents • Carige Group today • New market scenario • Carige Group Reorganisation Project • Target organisational structure • Economic impact of the Reorganisation • Timeline • Contacts Page | 40 Outlined schedule of the Reorganisation Project Date 21 May 2012 Milestones Board of Directors of Banca Carige Description Approval of the Group’s Reorganisation Project Presentation to the Financial Community 22 May 2012 23 May 2012 17 September 2012 Starting Dec. 2012 Set up of Carige Italia Board of Directors of Banca Carige Approval pp o a o of tthe e co contribution’s t but o s ba balance a ce as at 30/6/ 30/6/2012 0 Extraordinary shareholder’s meeting of Approval of the capital increase to be realised in nature through Carige Italia to formally approve the capital the transfer of the business unit with effect 31/12/2012, and the increase subsequent amendments to the Articles of Association with effect 1/1/2013 Starting Dec. 2012 31 December 2012 Draw up of the agreements on the contribution to Carige Italia Date of effectiveness of the Reorganisation Project Page | 41 Contents • Carige Group today • New market scenario • Carige Group Reorganisation Project • Target organisational structure • Economic impact of the Reorganisation • Timeline • Contacts Page | 42 Contacts Investor Relations [email protected] Tel: +390105794877 Page | 43 Disclaimer This document has been prepared by Banca Carige S.p.A. solely for information purposes and solely to present the Group's strategies and key financial data. The Company, its consultants and representatives shall not be held responsible (for losses arising from negligence or any other reasons) for any losses arising from the use of this document and of the contents hereof. All forward-looking information contained in this document have been prepared on the basis of assumptions that may prove incorrect, and therefore the results may vary. In forming their own opinion, readers should keep in mind the aforesaid factors. This document does not constitute an offer or solicitation to purchase or subscribe shares, and no part of this document can be regarded as the basis of any contract or agreement. N None off the th information i f ti contained t i dh herein i may b be reproduced, d d published bli h d or di distributed, t ib t d iin full or in part, for whatever purpose. By accepting this notice you agree to all the limits listed above. ***** The manager responsible for preparing the company’s financial reports Ms. Daria Bagnasco, Deputy General Manager (Governance and Control) of Banca CARIGE S.p.A., declares, pursuant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance, that the consolidated accounting information of Banca CARIGE Group contained in this presentation corresponds to the document results, results books and accounting records. records Page | 44