Professional Documents
Culture Documents
February 2012
Overview
BANCO POPOLARE ranks among the largest cooperative banks in Italy. It is the holding company of the banking group GRUPPO BANCO POPOLARE, the fourth largest branch network in Italy (with 2,060 branches). GRUPPO BANCO POPOLARE services approximately 3.1 million customers and has 19,200 employees, with a strong market position in the northern regions of Italy, focused on retail, SME and family enterprises. GRUPPO BANCO POPOLARE is composed of a group of local banks very well rooted in their territories. These banks have grown over time creating value at the service of the communities. A single historical, cultural and managerial heritage is a foundational pillar of the Bank today. The holding company is a cooperative bank and is listed on the Milan Stock Exchange. As a consequence of its legal structure, BANCO POPOLARE has a diffuse ownership (~ 360,000 shareholders, out of which ~ 226,000 with voting rights). The voting rights of BANCO POPOLAREs registered shareholders are limited to one vote per head and no shareholder, except for investment funds, can own more than 0.5 % of total equity.
Geographical mix: branch network located mainly in wealthy northern Italy, with strong positioning in attractive areas
Market share by number of branches (31/12/2010)
>15% 5-15% 1.5-5% >0-1.5% 0% (i)
Market share by loans and deposits in some of the main regions (as at 30/06/2011)
Loans Veneto Lombardy Emilia Romagna Piedmont Liguria Tuscany 7.58% 7.00% 7.63% 6.71% 8.74% 7.28%
ITALY
(i) (ii) (iii)
5.33%
4.79%
Leading player in the Italian domestic market, mainly concentrated in the wealthiest regions of Italy, with good market shares in both loans and deposits: North West: 7.06% (loans) and 6.33% (deposits); North East: 6.57% and 6.28%. Strong base of domestic retail customers. Excellent geographical position: Economically resilient northern Italy accounts for 74.8% of the Banks of Territory branch network (more than 85% including Tuscany) as at 31/12/2010. Franchise quality. Well-recognized brands in core market regions
Branch market shares are calculated as of 31 Dec. 2010 and are based on a total of 1,992 branches of the Banks of the Territory. Referred to the so-called Core Business, composed of Non-financial Corporates, Small Business and Households. Deposit market shares are based on the Bank of Italys Statistical Bulletin and hence comprise banks fund-raising in the form of deposits (with agreed maturity, sight, overnight and redeemable at notice), savings certificates, CDs, current accounts and repos.
SWIFT: BAPP IT 22
International Network Subsidiaries & Branch BANCO POPOLARE CROATIA BANCO POPOLARE HUNGARY AT LEASING SA ROMANIA BANCO POPOLARE LUXEMBOURG BANCO POPOLARE UK Branch BANCA ALETTI SUISSE SA Representative Offices BEIJING SHANGHAI HONG KONG MUMBAI MOSCOW
SWIFT: CREBIT22
Product Companies
Banca ALETTI ALETTI GESTIELLE SGR AGOS DUCATO AVIPOP Assicurazioni POPOLARE VITA Private & Investment Banking Asset Management Consumer Credit Non-Life Bancassurance JV AVIVA Life Bancassurance JV FON-SAI
BP Croatia D.D.
CHINA Hong Kong Rep. Off. AT Leasing S.A. Romania INDIA Mumbai Rep. Off.
Croatia
Banco Popolare Croatia
36 branches
Mr. Sergio Resegotti Petrovaradinska, 1 - 10000 Zagreb tel. +385 1 4653 400 fax +385 1 4653 409 SWIFT BPCR HR 22 sergio.resegotti@bpc.hr
Switzerland
BANCA ALETTI (Suisse) SA
Mr. Davide Manzotti Via Magatti n. 6 C.P. 5826 Lugano tel. +41 91 9118141 SWIFT VRBPCH22 info@alettibank.ch
Hungary
Banco Popolare Hungary
10 branches
Mr. Vincenzo Fasano Rakoczi ut 1-3, East-West Business Center, 1088 Budapest tel. +36 1 2357400 fax. +36 1 2666815 SWIFT INCN HU HB vincenzo.fasano@bancopopolare.in
Romania
AT Leasing S.A.
6 branches
Mrs. Gabriela Mateescu Splaiul Indipendententei n315/319 Sector 6, Bucarest tel. +40 752 090 299 gabriela.mateescu@atleasing.ro
Representative offices
BANCO POPOLARE - Beijing
Mrs. Yang Jiang Twin Towers Unit 07, Level 15 West Tower B12 JianGuoMenWai Avenue, Chaoyang District Beijing 100022, CHINA tel: +86 10 6566 4351 fax: +86 10 6566 3790 beijing@bancopopolare.cn
ISP
UGC
UBI
MPS
BPM
BPER
Carige
BP 30/09/2011
Notes: The Peer average is calculated as the sum of total RWA over the sum of total assets.
Source: Internal analysis on the basis on report published by brokers. N.B. In addition to the above-exposed countries, the European Peer Average includes also Portugal, Ireland, Austria, Greece and a UK Asian bank.
C F2 A(negative)
Support: BFSR:
(Bank Financial Strenght Rating)
2 D+ P-1
P-2 A-3
(negative)
Baa2
(negative)
A3
(negative)
BBB(negative)
A-2
BBB+
N.B.: Indicated long-term ratings refer to the senior debt of the Groups companies. Updated as of February 10, 2012. * Updated as of February 14, 2012.
Low risk in assets 97% of the core business is domestic. Strong diversification of the loan portfolio, which was subject to strict valuation rigor and provisioning in 2008. Alignment of all participations in the merchant banking portfolio to market values.
No Investments in Toxic Assets No exposure to the subprime monoliners, CDOs/CBOs. mortgage sector,
No investment in structured credit products. No investment in structured investment products on market variables.
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Growing Growing together together in in a sustainable way, a sustainable way, improving improving efficiency, efficiency, and and with with a a low low risk risk profile profile
Efficiency Efficiency gains gains Efficiency gains by: - Reduction of headquarter resources in favour of the commercial network. - Elimination of activity duplication between Holding, Banks of the Territory/Territorial Divisions and territorial areas.
Large Large Banca Banca Popolare Popolare (LBP) (LBP) Project Project
Branch restructuring by: - Rationalising and Reorganising the underperforming branches - Limiting the number of new branch openings in strategic areas Innovation of customer service models for SMEs, Affluent and Mid Corporate customers
From optimisation of the federal model to the Large Banca Popolare Project - strong simplification of Group structure - simplification of Group corporate governance
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BP Holding
Italease
Aletti
BPV
BPN
Creberg
BPL
BP Cremona
BP Crema
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Simplification of the Groups governance, with return to a single Board of Directors Creation of a Board of Directors composed of a maximum of 24 resources, of which 3 up to 4 chosen among the top managers of the group; three of the executive members of the Board of Directors shall represent half of the members of an Executive Committee, which shall also be composed of the Chairman and the two Deputy Chairmen, for a total of 6 members Strengthening of the proximity to the territory, through the creation of a Local consulting and credit committee for each of the Divisions, with the function of expressing non-binding advisory opinions on major decisions regarding the local reality
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Focus on Territory with an historical presence, where in each municipality the brand of the reference Banks of the Territory is recognized as on integral part of the local community
Mainly Retail, with focus on more attractive segments (Affluent, Small Corporate customers*) which offer development opportunities
A full range of products and services offered by product factories close to the distribution network and through increasingly integrated channels
Territorial proximity Rapid response of decisional centres Quality of the service offered
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DERIVATIVES
Telephone
+39 035 350 306
e. mail
adolfo.ravasio@bancopopolare.it tesoreriacambi@bancopopolare.it moneymarket@bancopopolare.it giorgio.cavallari@bancopopolare.it tesoreriacambi@bancopopolare.it forex@bancopopolare.it
Dealing Code
BAPP
FXBP
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EURO accounts
- Commercial payments - Immigrant remittances - Check drawing - L/C reimbursing - Bank-to-bank transfers - Opening of non-resident accounts
Internet-based connection (Vant@ggio) and accounts in other currencies are available upon request.
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VANT@GGIO Vant@ggio is our Internet-based remote banking product; it allows international banks to manage the accounts they hold with our banking group, supplementing the daily MT950 statement of account. Main features: - high level of security; - real time display of account entries (for accounts in our books); - real time display of account balance (for accounts in our books); - management of Eur electronic collections through EL.CO.S, offering: data-entry of collections; import, verification and sending of collection files; display of return information on collections sent.
EL.CO.S. EL.CO.S. is our electronic service for the collection through the Italian RI.BA. Network of EUR credits on behalf of companies exporting to Italian buyers. The service is managed via our Internet banking Vant@ggio, and can be used by foreign banks on behalf of their customers, or directly by foreign customers with a Euro account with our banking group. A presentation may be made available on request.
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Financial data
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-72.6m
19
Reclassified liabilities (thousand euro) Due to banks Due to customers, debt securities in issue and financial liabilities measured at fair value Financial laibilities and hedging derivatives Provisions Liabilities associated with assets held for sale Other liabilities Minority interests Shareholders' equity - Share capital and reserves - Net income for the period Total
30/09/2011 8,074,110 106,172,814 3,962,314 1,096,227 76,453 5,184,631 398,006 11,802,510 11,478,897 323,613 136,767,065
31/12/2010 9,492,950 104,523,749 3,969,498 1,448,122 159,407 3,621,551 412,913 11,527,482 11,219,467 308,015 135,155,672
Chg.
(1,418,840) 1,649,065 (7,184) (351,895) (82,954) 1,563,080 (14,907) 275,028 259,430 15,598 1,611,393
(14.9%) 1.6% (0.2%) (24.3%) (52.0%) 43.2% (3.6%) 2.4% 2.3% 5.1% 1.2%
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Banco Popolare (Standalone) 1,396.4 36.6 1,433.1 963.4 46.8 150.3 406.1 1,566.6 2,999.6 (1,106.3) (536.3) (83.7) (1,726.2) 1,273.4 (517.4) (38.5) (3.3) (0.4) 56.9 770.6 (164.1) (137.4) 19.4 (17.3) 471.2
PPA ex-BPI
Italease
PPA Italease
Net interest income Profit (loss) on equity investments carried at equity Net interest, dividend and similar income Net commissions Other revenues Net financial income (excluding FVO) Fair Value Option result (FVO) Other operating income Total income Personnel expenses Other administrative expenses Amortization and depreciation Operating costs Profit from operations Net write-downs on impairment of loans, guarantees and commitments Net write-downs on impairment of other financial transactions Net provisions for risks and charges Impairment of goodwill and equity investments Profit (loss) on disposal of equity and other investments Income before tax from continuing operations Tax on income from continuing operations (excluding FVO) Tax on FVO result Income (Loss) after tax from non-current assets held for sale Minority interest Net income for the period
(65.3)
47.5 (9.2)
(33.8)
+13.7m
(65.3)
38.3 3.9
(33.8)
(28.2) (3.7)
(31.8) (97.1)
(4.8) (38.6)
0.0
(6.0) -
0.5 (75.0)
4.3 (46.6)
0.2 (26.0)
+396.2m
-72.6m
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/m
Q3 2011 Pre-tax - FAIR VALUE OPTION (Income statement item: Net financial income) - WRITE-DOWNS/WRITE-BACKS ON GOVERNMENT BOND PORTFOLIO (Income statement item: Net financial income) 367.4 Post-tax 245.9
Q2 2011 Q2 2011
Pre-tax 153.3
Post-tax 100.3
Pre-tax (114.6)
Post-tax (77.6)
TOTAL
271.2
180.6
125.2
81.8
(3.1)
10.8
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Capital adequacy
Banco Popolare Group Capital Ratios
Includes estimated tax release impact on goodwill and other intangible assets (+20 bps) Still based on Standard Methodology
11.2%
11.2% 7.8%
11.4%
The negative impact from the business performance, due to write-downs on the government bond portfolio held for trading, was offset by a reduction in RWAs.
7.8%
8.0%
Core Tier 1
6.5%
6.5%
6.7%
The positive impact coming from the tax release on goodwill and other intangible assets, estimated at 20bps, is due to become effective in Q4 2011.
30/06/11 Accounting
RWA: 95.7bn of which: Italease 10.5bn
30/09/11 Accounting
RWA: 93.2bn
Pro-forma
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BP Standalone
+0.8%
Italease
12.9
3,9
13.7
4,2
13.8
4,2
9.4
2,9
10.0
3,2
+2.7%
10.2
3,1
9,0
9,5
9,6
6,5
6,8
7,1
31/12/2010
30/06/2011
+6.9% +0.8%
30/09/2011
%chg. vs. 31/12/10
31/12/2010
30/06/2011
+9.5% +2.7%
30/09/2011
%chg. vs. 31/12/10
/m
/m
9,354.1
12,894.9
13,673.1
13,779.7
-28.7% +13.3% -1.3%
9,972.2
10,242.1
+0.6%
+12.7%
+6.9%
2,879.4 31/12/2010
NPLs
3,293.7 30/06/2011
+22.3%
30/06/2011
Watchlist
30/09/2011
Past Due
30/09/2011
Past Due
Restructured
Watchlist
Restructured
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Mid Corporate
Corporate Development
Structured Finance
International Division
Foreign Banks
Foreign Department
BP Croatia
Financial Institutions
Banco Popolares Corporate Department guarantees full coverage of Financial Institutions through two dedicated structures.
The Financial Institutions team is in charge of relationships with international correspondent banks, the main goal being to optimise the commercial and transactional business as well as market penetration.
The Financial Sector Coverage team covers domestic and international financial groups (banks and insurance companies) and focusses on both the financial side of the relationships and risk profile assessment.
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Adelina Achilli
Relationship Manager
Gabriella Denti
Relationship Manager
Giuliana Rusi
Relationship Manager
Angelo Scala
Relationship Manager
Australia, New Zealand, Spain, Portugal, Greece, Balkans, Turkey, India, Sri Lanka, Pakistan, Nepal
+39 045 8675025 giuliana.rusi@bancopopolare.it
CUSTOMER SUPPORT
VERONA: Tel. +39 045867.5551/5723 Fax +39 0458675412 LODI: Tel. +39 0371582.323/338 Fax +39 0371580762 financialinstitutions@bancopopolare.it
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Luigi Bertel
Head of the Public Entities and Financial Sector Coverage Department
International Banks
Nicoletta Zangrandi +39 0371 580 036 nicoletta.zangrandi@bancopopolare.it Vronique M. Manzoni +39 0371 580 390 veronique.manzoni@bancopopolare.it
Domestic Banks
Angelo Vigo +39 0371 580 746 vigoa@bancopopolare.it Eugenio Bracchi +39 0371 580 152 eugenio.bracchi@bipielle.it
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Disclaimer
In connection with the proposed business combination, the required information document will be sent to Commissione Nazionale per le Societ e la Borsa (CONSOB). Investors are strongly advised to read the documents that will be sent to CONSOB, the registration statement and prospectus, if and when available, and any other relevant documents sent to CONSOB, as well as any amendments or supplements to those documents, because they will contain important information. This presentation is being supplied to you solely for your information and may not be further distributed or passed on to any other person or published, in whole or in part, for any purpose. Neither this presentation nor any copy of it may be taken or transmitted into the United States, Canada, Australia or Japan or distributed, directly or indirectly, in the United States, Canada or Australia or distributed or redistributed in Japan or to any resident thereof. The distribution of this presentation in other jurisdictions may be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of, and observe, these restrictions. To the fullest extent permitted by applicable law, the companies involved in the proposed business combination disclaim any responsibility or liability for the violation of such restrictions by any person. This presentation does not constitute or form part of, and should not be construed as, any offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Banco Popolare di Verona e Novara or any member of its group, any securities of Banca Popolare Italiana or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities in Banco Popolare di Verona e Novara or any member of its group, any securities of Banca Popolare Italiana or any member of its group or any commitment whatsoever. Persons who intend to participate in the proposed tender offers are reminded that any such participation may only be made solely on the basis of the information contained in the respective offer documents to be issued by Banco Popolare di Verona e Novara and Banca Popolare Italiana in accordance with the relevant tender offer and securities laws regulations which may be different from the information contained in this presentation. The information contained in this presentation is not for publication, release or distribution in Australia, Canada, Japan or the United States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). This presentation and the information contained herein are not an offer of securities for sale in the United States and may not be viewed by persons in the United States except for qualified institutional buyers (as defined in Rule 144A under the Securities Act) (QIBs). The securities proposed to be offered in Banco Popolare di Verona e Novara have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except to QIBs in reliance on an exemption from, or transaction not subject to, the registration requirements of the Securities Act. The information contained in this presentation is for background purposes only and is subject to amendment, revision and updating. Certain statements in this presentation are forward-looking statements under the US federal securities laws about Banco Popolare di Verona e Novara and Banca Popolare Italiana and their combined business after completion of the proposed business combination. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words expects, anticipates, believes, intends, estimates and similar expressions. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These include, among other factors, the satisfaction of the conditions of the offering, changing business or other market conditions and the prospects for growth anticipated by the Banco Popolare di Verona e Novaras and Banca Popolare Italianas management. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Banco Popolare di Verona e Novara and Banca Popolare Italiana do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation.
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