Merger of DZ BANK / WGZ BANK

CIBP Executive Committee

Rome, 15. April 2016

Frank Westhoff

Page 1

Merger of DZ BANK and WGZ BANK Further

development of the cooperative superstructure

Pooling of strategic competence

Bundling of operative strength

Continuing development of processes and structures

network-oriented, transparent and efficient

Realization of revenue and cost synergies

More efficient allocation of available resources

Page 2

The merger is the coherent completion of a decade-long

consolidation process
number of central institutions

52 20
1903

1949

12

1972

1990

2001

2016

Page 3

We will continue to focus the united central institution

towards the primary banks
Regional bank support by
DZ BANK AG and WGZ BANK AG
Continuation of the established regional
support structures, especially in corporate
banking
Mnster

Dsseldorf

Koblenz

Locations and sales regions

in Corporate Banking

Improved local support for the cooperative

banks through sales specialists of the united
central institution

Offering tailored towards

cooperative banks
Support of cooperative banks through
subsidiary offerings for private and
corporate banking
Development of services offered by the
central institution; especially in Capital
Markets and Transaction Banking
United and comprehensive support of
primary banks under the established
national brand "DZ BANK. Die Initiativbank"

Page 4

The merger improves the company value and strengthens

the capital base
Revenue synergies
Broadening of client base through
increased client recognition
Increase in cross-selling potential through
complementary products and service
offering
Cost synergies
Bundling and standardization of
structures and processes

Optimization of ownership structure

Conversion of WGZ BANK's minority
stakes into majority stakes will result in
the elimination of capital deductions
Combined stakes of the newly
established entity strengthen the
regulatory capital base

Avoidance of duplicate infrastructures

Integration into a common IT and
process platform
Investments to meet regulatory
requirements only required once

Synergy potential of at least 100m p.a.

Significant strengthening of capital base

by mid-triple-digit millions

Page 5

The merger of the central institutions prepares for the

implementation of a holding structure
New governance

Goals of the holding model

Governance/Panels
Supervisory Board and Advisory Council

Holding
Strategy and Steering functions
of the DZ BANK Group

Business activities of previous central

institutions will be bundled in a separate unit
and organizationally located on a level with
other specialized service providers

Specialized Service Providers

Central
institution /
corporate
bank

Bausparkasse
R+V
Schwbisch Versicherung
Hall

Union
Investment

Bundling of functions related to corporate

strategy and steering in a single entity, which
only covers a limited number of tasks related
to the cooperative network (Holding)

...
further
specialized
service
providers

A central Advisory Council with

representatives of the primary banks will be
established at the governance level next to
the Supervisory Board in order to ensure
adequate participation in strategic decisions
by the DZ BANK Group

Page 6

Financial key figures of the joint central institution

Key figures of the joint central institution1

Total Assets

CET 1 capital ratio

approx. 500bn

Profit before taxes

1.8bn 2.1bn

approx. 13.5%

Thereof synergies

100m 150m

approx. 4%

One-off expenses
for the merger

200m 250m

Incl. financial statement effects / Fully-loaded CRR

Leverage Ratio

Incl. financial statement effects / Fully-loaded CRR

1) preliminary parameters, time frame 3 years

Page 7

The launch date planned for the new bank is August 1, 2016

Confirmation of the
Memorandum of
Understanding by the
Supervisory Boards of
DZ BANK
and WGZ BANK
11 December 2015

Supervisory Board
meetings of DZ BANK and
WGZ BANK merger
resolution passed
27 April - 04 May 2016

Planned filing in
the commercial
register

Day 1 of the new

bank planned
from today's
perspective

Planned
completion of
the integration
from today's
perspective

30 June 2016

01 August 2016

31 December 2018

Transaktion / Integrationsvorbereitung

12 April 2016
signing of the merger
agreement by the CEOs of
both banks

21 & 22 June 2016

Annual General
Meetings of WGZ
BANK and DZ BANK

Integration
Integration
Integration

29 July 2016
Planned
registration in the
commercial
register

Page 8

Disclaimer
This document serves for information purposes only. This document is jointly created by DZ BANK AG Deutsche ZentralGenossenschaftsbank (DZ BANK) and WGZ BANK AG Westdeutsche Genossenschafts-Zentralbank ("WGZ BANK") and
is intended for the distribution in Germany. In foreign countries, this document shall only be distributed according to the
applicable laws of the respective country. Persons in possession of this document or any single information thereof are
advised to inform themselves of the relevant applicable legal provisions and to comply with them.

This document constitutes neither a public offer nor an invitation to make offers in order to purchase financial instruments.
This document does not represent a financial analysis. This document may contain certain forward looking statements,
which are associated with a degree of uncertainty. No investment decision shall be made based on this document.
DZ BANK and WGZ BANK do not accept any liability whatsoever for any direct and/ or indirect damage relating to the
distribution and/or use of this document.

The content of this document represents the status quo of the day of the preparation of the document. It may become
outdated as a result of future developments, without this document being amended accordingly.

Page 9

Back up

Page 10

Profile DZ BANK
Key figures of DZ BANK Group
2015

Shareholder structure

2014

Profit before taxes

( million)

2,453

CET 1 capital ratio2

(percent)

13.0

11.4

Return on equity
(percent)

13.8

17.2

2,867

2015
6.9 0.5

(percent)
6.7

85.9
Cost/income ratio
(percent)
Total
( million)

1)
2)
3)

54.6

49.8

dividend3

224

210

Number of employees
thereof DZ BANK AG

31,130
4,489

30,781
4,389

Direct and indirect

Incl. financial statement effects / Fully-loaded CRR
Dividend payment respectively in the following year, 2015 subject to referring board resolutions

( million)
Local cooperative banks 1
WGZ BANK AG 1
Other cooperative enterprises
Other
Total subscribed capital

3,132
243
251
20
3,646

Page 11

Profile WGZ BANK

Key figures of WGZ BANK Group
2015

2014

Profit before taxes

( million)

347

308

CET 1 capital ratio2

(percent)

12.9

11.0

Return on equity
(percent)

9.2

8.4

Shareholder structure
2015
(percent)

7.4 1.9

90.7
Cost/income ratio
(percent)
Total dividend3
( million)
Number of employees
thereof WGZ BANK AG
1)
2)
3)

47.6

47.2

64

50

1,764
1,343

1,649
1,292

100% owned by member banks in the regional cooperative financial network

Incl. financial statement effects / Fully-loaded CRR
Dividend payment respectively in the following year, 2015 subject to referring board resolutions

( million)
WGZ Beteiligungs
GmbH & Co. KG 1
Member banks in the regional
cooperative financial network
Other shareholders

Total subscribed capital

647
53
14

714

Page 12

Board of Managing Directors

Supervisory Board

We have mutual consent over the apppointment of board

members
Chairman

Deputy Chairman1

Helmut
Gottschalk

Werner
Bhnke

Further members to be selected

Chairman

Deputy Chairman

Wolfgang
Kirsch

Hans-Bernd
Wolberg

Uwe
Berghaus

Dr Christian
Brauckmann

Lars
Hille

Wolfgang
Khler

Karl-Heinz
Moll

Dr Cornelius
Riese

Michael
Speth

Thomas
Ullrich

Frank
Westhoff

Stefan
Zeidler

1. In addition to the Deputy Chairman that is elected under the provisions of the Co-Determination Act ("Mitbestimmungsgesetz") from among the employees' representatives.
Note: All proposed appointments are merely suggestions. Final decisions are to be made by the responsilble governance bodies.