Zagrebacka Banka Dd · ZSE:ZABA
Zagrebacka Banka Dd — Zagrebačka banka — Merger or Acquisition (May 2001)
36 slides from Zagrebacka Banka Dd's merger presentation, May 15, 2001
Slide 1: Tender offer for 55.03% of Zagrebačka banka
Tender offer for 55.03% of 15 May 2001
Slide 2: Presentation Structure
Presentation Structure ! Rationale for a strategic transaction ! Profile of the Consortium ! Profile of Zagrebačka banka Group ! Structure of the Offer 1
Slide 3: Executive summary: the vision behind the transaction
Executive summary: the vision behind the transaction ! UCI and Allianz have developed significant portfolios of investments in Central Europe due to its growth prospects and fast convergence towards EU living standards ! Croatia is one of the wealthiest and more stable countries in the region ! The
Slide 4: Central Europe represents a natural area of expansion for UCI and Allianz
Central Europe represents a natural area of expansion for UCI and Allianz GDP GDP per capita Moody's S&P Banking penetration Insurance 2000 (1) Population 2000 (1) Credit Credit (Customer business(3) penetration Country (Euro bln) million (Euro) rating (2) rating (2) /GDP 1999) (GWP/GDP 1999) Bosnia
Slide 5: The partnership shows clear benefits for Zagrebačka banka, the Consortium and the wider community
The partnership shows clear benefits for Zagrebačka banka, the Consortium and the wider community Why the Consortium? Why Zagrebačka banka? ! UCI and Allianz have implemented concrete ! Undisputed leading bank in Croatia and Bosnia- development strategies both in their home markets Herzegovina and C
Slide 6: Clear strategic objectives combined with support of continuous investments
Clear strategic objectives combined with the support of continuous investments will be quantified through the development of a jointly designed detailed business plan Business strategy People ! Building on existing strengths and further ! Consortium will rely on current management consolidation of Z
Slide 7: Profile of the Consortium
! Rationale for a strategic transaction ! Profile of the Consortium ! Profile of Zagrebacka banka Group ! Structure of the Offer 6
Slide 8: UCI is a leader by profitability and efficiency in a Pan-European context
UCI is a leader by profitability and efficiency in a Pan-European context… Market cap. (Euro million) 2000 RoE (pre-tax) 2000 (%) Cost / income 2000 (%) HSBC 134,748 Lloyds TSB 41.7 Halifax 44.8 ING 74,091 UniCredito Italiano 40.6 Abbey National 45.6 Royal Bank of Scotland 73,376 BCP 35.0 Lloyds TSB
Slide 9: UCI track record of profitability and shareholder value creation
…as demonstrated by its ability to deliver a sound track record of profitability and shareholders value creation Total return (1)-5 years (%) ROE and EPS evolution UniCredito Italiano 0.278 EPS BBVA CAGR 1994-2000: +81% (Euro) Banca Intesa CAGR 1997-2000: +41% BSCH Dresdner 0.257 Royal Bank of Scotl
Slide 10: UCI international financial institution with leading position in Italy and Central Europe
UCI has established itself as an international financial institution with a leading position in Italy and Central Europe… Italy-7 federated banks Poland-Group Pekao Net banking rev. (Euro million) 6,698 Tallin Total assets (Euro million) 17,813 Cost/income 46.2% Riga Net banking rev. (Euro million)
Slide 11: EVA driven strategy resulting in a focused and diverse business proposition
… with an EVA driven strategy that has resulted in a focused and diverse business proposition aimed at enhancing shareholder value Italian commercial banking Investment banking and asset management ! Strengthen competitive position ! Internationalise investment management business ! Grow market shar
Slide 12: Allianz is a global player
Allianz is a global player .... Key features 5 strategic goals ! Leading European insurance Group and second largest ! Optimise the economic value-added of the Group insurance Group in the world with a market capitalisation of c. Euro 77 billion ! Capitalise on high-growth market opportunities ! Fur
Slide 13: Worldwide bancassurance partnerships with leading banking institutions
…with worldwide bancassurance partnerships with leading banking institutions... Germany "# DresdnerBank France "# HypoVereinsbank "# CreditLyonnais "# Raiffeisenbank "# IKB Portugal "# BPI Poland "# Pekao Spain "# Banco Popular Bulgaria Me xico "# Bulbank "# Ban Crecer Italy "# UniCredito Italiano H
Slide 14: Strong ambitions in Central Europe
… and strong ambitions in Central Europe Premium income in emerging markets in 1999 (Euro million) Allianz is the leading insurer in Central Europe Internal growth South America 696 53 (+36.0%) ! Present in Hungary (ranked No. 1), Bulgaria (No. 2), Croatia (No. 3), Czech Republic (No. 3), Slovakia (
Slide 15: UCI and Allianz proven and successful track record
UCI and Allianz have together established a proven and successful track record Poland Bank Pekao: No. 1 Bank Co-operating together UCI: 53.2% shareholding Allianz: 2% shareholding ! Consortium has a long-standing history of co- Bancassurance agreements operation, which has created tangible synergies
Slide 16: Successful integration of Bank Pekao
The successful integration of Bank Pekao, demonstrates the Consortium’s commitment and capabilities in Central Europe Growth indicators 1999 2000 Chg.% Ranking Pekao is showing excellent results in a short time (Euro million) ! Current market capitalisation of c. Euro 3.3 billion Total revenues 786
Slide 17: Profile of Zagrebačka banka Group
! Rationale for a strategic transaction ! Profile of the Consortium ! Profile of Zagrebačka banka Group ! Structure of the Offer 16
Slide 18: Zagrebačka banka Group's structure
Zagrebačka banka Group’s structure... Recent developments ! Group structure significantly changed by: ! Acquisition of Varazdinska banka in 2000 (increased market share by 3-4%) Finance Real Estate Tourism ! Incorporation of Pomorska banka and Holding into ZABA allowing significant tax shield benefi
Slide 19: Well distributed coverage, including Bosnia-Herzegovina
...and its well distributed coverage, including the recent investment development strategy in Bosnia-Herzegovina... Branch network Croatia ! Recognised brand name through nation-wide i franchise (183 outlets and 243 ATMs) ! Over 1.2 million retail customers and c. 100,000 corporate customers ! Relat
Slide 20: Strong 2000 financial performance
...have resulted in strong 2000 financial performance... Profit & Loss Account (HRK(1) million) 1999 2000 Chg.% Normalised Profit Before Tax of HRK 539 million Operating Profit Before Provisions 686 1,365 99.0 ! Normalised 2000 PBT excludes: Operating Profit Before Tax 341 1,048 207.3 ! HRK 461 mill
Slide 21: Key ratios
...and key ratios Return on Equity-ROAE excl. one-off gains Provisions/Total loans(1) 12.0% 11.1% 15.5% 10.0% 15.4% 15.4% 8.0% 15.3% 6.0% 4.0% 15.2% 4.0% 15.1% 2.0% 15.1% 0.0% 15.0% 1999 2000 1999 2000 (1) Provisions = Specific + General provisions Return on Assets-ROAA excl. one-off gains Provision
Slide 22: Since privatisation, Zagrebačka banka has taken important steps
Since its privatisation, Zagrebačka banka has taken a number of important steps ! First Croatian bank to be listed on the Zagreb Stock Exchange 1995 ! First Croatian bank to issue Eurocard and MasterCard cards 1996 ! First Croatian bank to tap the international financial markets with a significant t
Slide 23: Structure of the Offer
! Rationale for a strategic transaction ! Profile of the Consortium ! Profile of Zagrebačka banka Group ! Structure of the Offer 22
Slide 24: Consortium target shareholding is 75% of voting share capital
Consortium target shareholding is 75% of voting share capital with the aim of maintaining Zagrebačka banka listing on both the Zagreb and London Stock Exchanges Consortium UCI Allianz Existing shareholding 19.97% 9.99% 9.97% Proposed acquisition 55.03% 50.00% 5.03% Final shareholding 75.00% + 1 shar
Slide 25: The proposed offer maintains a simple structure
The proposed offer maintains a simple structure and creates a common interest of shareholders and management teams for the further development of the Group... Shares GDRs Aggregate offer value (1) US$238.57 US$23.86 Offer price US$252.00 US$25.20 Dividend US$13.43 US$1.34 Share component ! To be det
Slide 26: Creating value for UCI's shareholders
... while also creating value for UCI’s shareholders EPS accretion for UCI shareholders ! Transaction to be earnings accretive from first year of acquisition 3.4% ! Minimal impact to UCI’s capital ratios 2.3% ! Minimal increase to UCI’s total RWAs 1.5% ! Future dividend payments enhanced by distribu
Slide 27: Cross-border joint offer: innovative and unprecedented transaction
The combination of a cross-border joint offer from UCI and Allianz, the consideration mix of cash and shares and the tender offer for shares in Zagreb and GDRs in London make this an innovative and unprecedented transaction UCI Allianz Cash and shares Cash GDRs GDRs Offer Agent London Receiving Agen
Slide 28: Conditions of the offer and expected timetable
Subject to regulatory approvals and relevant conditions, the transaction is expected to be completed by September Conditions of the offer Expected timetable ! Croatian National Bank’s approval Announcement 14 May ! Bank of Italy’s approval Croatian National Bank Approval July ! Zagreb Stock Exchange
Slide 29: Appendices
Appendices 28
Slide 30: Financial information on UniCredito Italiano Group
Financial information on UniCredito Italiano Group (Euro million) 1998 1999 2000 Interest margin 3,599 4,046 4,747 Net non interest income 2,700 3,565 4,571 Total revenues 6,299 7,611 9,318 Administrative costs 3,493 4,146 4,752 Operating income 2,806 3,465 4,566 Net income 202 1,286 1,395 Cost/Inco
Slide 31: Shareholding structure of UniCredito Italiano Group
Shareholding structure of UniCredito Italiano Group UCI current shareholding UCI post acquisition ZaBa Allianz Domestic Allianz Soc Gen shareholders Soc Gen institutional 4.9% 4.9% 0.5% 1.4% 0.5% 11.0% Domestic CGNU institutional 0.7% CGNU 10.8% 0.7% Foreign institutional Foundations Foundations 27.
Slide 32: Financial information on Allianz
Financial information on Allianz (Euro million) 1998 1999 2000 Gross written premiums Property/casualty 30,868 36,027 n/a Life/health 15,882 36,027 n/a Consolidation (543) (693) n/a 46,207 53,807 69,00 Profit after tax n/a Property/casualty 1,466 1,909 n/a Life/health 403 413 n/a Consolidation 20 53
Slide 33: Financial information on Zagrebačka banka
Financial information on Zagrebačka banka Balance sheet (Euro million) 1998 1999 2000 Cash and obligatory reserve with CNB 292 487 599 Treasury bills 95 103 142 Placements with other banks 438 421 872 Loans to customers 1,734 1,663 1,923 Public debt from Rep. Of Croatia and Restructuring bonds 396 3
Slide 34: Financial information on Zagrebačka banka
Financial information on Zagrebačka banka Profit & Loss account (Euro million) 1998 1999 2000 Interest margin 116 123 165 Net non interest income 58 60 84 Other operating income 117 90 166 Total revenues 290 272 414 Administrative costs 198 183 234 Operating income 92 89 180 Bad debt provisions 48 4
Slide 35: Shareholding structure of Zagrebačka banka
Shareholding structure of Zagrebačka banka ZABA current shareholding ZABA post acquisition HT Ericsson Neva HT 0.6% 0.6% 0.6% 1.9% Neva Allianz Allianz Ericsson 1.8% 10.0% GDRs 15.0% 1.8% 13.7% UCI 10.0% Other Pliva 8.7% 2.7% GDRs 44.0% Pliva 0.8% Other 27.8% UCI 60.0% 34
Slide 36: Disclaimer
Disclaimer No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information and the opinions contained in this document and none of UniCredito Italiano, Allianz or Zagrebacka banka, or any me