Investor Presentation September 2018 1
D ISCLAIMER Important notice You must read the following before continuing. No representation and no liability: The information contained in this documentation has been supplied by Mercury UK Holdco Limited (the “Company”) and its affili ates (together, the “Group”). The Group completed a corporate reorganisation (the “ Reorganisation ”) on July 2, 2018. This presentation contains financial information of the Group for the six months ended June 30, 2018 and does not reflect the Group structure following the Reorganisation. Reporting on the results of the post-Reorganisation Group will commence in the interim financial report for the period ended September 30, 2018, solely in respect of periods subsequent to June 30, 2018. The results of the post-Reorganisation Group are not comparable to the results of the pre-Reorganisation Group and should not be read as a proxy therefore. The Group makes no representation or warranty or other assurance, express or implied, that this document or the information contained herein or the assumptions on which they are based are accurate, complete, adequate, fair, reasonable or up to date and they should not be relied upon as such. The Group does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this document and any liability is expressly disclaimed. No recommendation: The sole purpose of this document is to provide background information to assist investors in obtaining a general understanding of the business and the outlook of the Group. This document contains only summary information and does not purport to and is not intended to contain all of the information that may be required to evaluate, and should not be relied upon in connection with, any potential transaction. It is not intended to be (and should not be used as) the sole basis of any credit analysis or other evaluation, and it should not be considered as a recommendation by any person for you to participate in any potential transaction. The Group expressly disclaims any duty, undertaking or obligation to update publicly or release any revisions to any of the information, opinions or forward-looking statements contained in this document to reflect any events or circumstances occurring after the date of the presentation of this document. No advice: The Group does not provides legal, accounting or tax advice, and you are strongly advised to consult your own independent advisers on any legal, tax or accounting issues relating to these materials. Forward-Looking Statements: This document may include projections and other “forward - looking” statements within the meaning of applicable securities laws. Forward-looking statements are based on assumptions and current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and the Group does not undertakes publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise. Projections: Any projections or forecasts in this document are illustrative only and have been based on the estimates and assumptions described in this document in relation to them which may or may not prove to be correct. Each recipient of this document should be aware that these projections do not constitute a forecast or prediction of actual results and there can be no assurance that the projected results will actually be realised or achieved. Actual results may depend on future events which are not in the Group’s control and may be materially affected by unforeseen economic or other circumstances. We present herein financial information derived from the unaudited financial statements of the pre-Reorganisation Group for the six months period ended June 30, 2018. We also present herein certain unaudited pro forma financial information (the “Unaudited Pro Forma Financial Information”) for the six months period ended June 30, 2018 compared to the six months period ended June 30, 2017 for: (i) the Group, (ii) the old Nexi Group (the “Old Nexi Group”) which consists of the following entities: DEPObank S.p.A. (formerly Nexi S.p.A.), Nexi Payments S.p.A., Oasi Diagram S.p.A., Help Line S.p.A. and Bassilichi S.p.A. (and its consolidated subsidiaries), and (iii) Mercury Payments S.p.A. The calculation of pro forma data is based on management estimates, the unaudited financial statements and internal management accounts. These numbers have not been audited and may not be derived from financial statements prepared in accordance with IFRS. Results indicated by these pro forma measures may not be realized, and funds depicted by these measures may not be available for management’s discretionary use if such results are not realized. Expected cost savings and synergies pre sented herein are based on assumptions about our ability to implement these measures in a timely fashion and within certain cost parameters. The ability of the Group to achieve these cost savings and synergies is dependent upon a significant number of factors, some of which are out of our control. The Group may not be able to fully realize, or realize in the expected timeframe, the expected benefits from our cost measures. We present herein certain financial measures that are not recognized by IFRS. Different companies and analysts may calculate these non-IFRS measures differently, so making comparisons among companies on this basis should be done very carefully. These non-IFRS measures have limitations as analytical tools, are not measures of performance or financial condition under IFRS and should not be considered in isolation or construed as substitutes for operating profit or net profit as an indicator of our operations in accordance with IFRS. We believe the non-IFRS measures presented herein are useful to investors because they can provide a useful additional basis for comparing the current performance and condition of the underlying operations being evaluated by eliminating potential differences in results of operations and financial condition between periods or companies caused by factors such as depreciation and amortization methods, historical cost and age of assets, financing and capital structures, taxation positions or regimes and temporary accounting or non-recurring effects. No offer: This document, the information contained in it or any other information about the Group shall not constitute or form part of any legal agreement, and does not constitute or form part of, and should not be construed as, an offer to sell or a solicitation of an offer to subscribe for, underwrite or otherwise acquire any securities of the Group or any subsidiary or affiliate, 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 of the Group or any subsidiary or affiliate, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions. No liability to any person is accepted by the Group, including in relation to the distribution of the document in any jurisdiction. By attending the meeting at which this presentation is made, dialling into the teleconference during which the presentation is made or reading this presentation, you agree to be bound by the limitations set out herein. This document contains information that prior to its disclosure may have constituted inside information under European Union Regulation 596/2014 on market abuse. 2
T ODAY ’ S P RESENTERS Bernardo Mingrone Group Chief Financial Officer Appointed CFO of Nexi in 2016 Prior roles include Group CFO of UniCredit (2015-2016) and Deputy GM in charge of Finance and Operations at BMPS (2012-2015), preceded by a career in investment banking at Lehman Brothers and J.P. Morgan Francesco Gaini Head of Strategic Planning and Reporting Joined Nexi in 2017 Prior roles include positions at BCG, Intesa Sanpaolo and FundsWorld Financial Services Lorenzo Calò Head of Finance Joined Nexi in 2018 Prior roles include senior positions at Telecom Italia, including Head of Group Treasury and Financial Advisory and Head of Strategic Finance 3
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