Banca Ifis

Capital/Financing Update • Oct 3, 2017

Fixed Income Presentation Tier 2 Capital Issuance

October 2017

Executive summary

Largest independent operator in the specialty finance market in Italy Unique business model focused on resilient and appealing niches

Sound balance sheet in the Italian banking system

Resilient earnings and visible capital generation

Well positioned to catch potential opportunity in the consolidation path supported by a successful track record

Positive stock performance since listing

Rated BB+ by Fitch (outlook stable)

I. Banca IFIS at a glance

A. Company Profile and Strategic Guidelines

B. Acquisition of Interbanca

II. Financial Performances

III. Tier 2 Transaction

IV. Key Takeaways

V. Appendix

Key stages of Banca IFIS' development

Market position

Banca IFIS has leading positions in Italian markets for trade receivable, non performing loans and purchase of tax receivables

• Business model built on the core expertise and on a unique capability to surf on the market opportunities, with focus on SMEs and retail business
• Moreover, following the acquisition of the former GE Capital InterbancaGroup (InterbancaGroup in the following slides), Banca IFIS significantly increased its customer base, as well as widened its products and services thanks to the know-how in the leasing segment and in the mid-term financing solutions developed by the new subsidiaries

Note: 1. Excluding "Governance and Services" which negatively contributed for 1%. Net of PPA reversal

Banca IFIS group at a glance

The only independent banking group in Italy specialised in the segment of trade receivables, non performing loans and tax receivables

Management and shareholding structure

Shareholders and management team with extensive and important track record

• In 2004, Banca IFIS was listed on the STAR segment of the Borsa Italiana
• La Scogliera Spa, the holding company of the Fürstenberg family, currently owns 50.11% of Banca IFIS, and Mr Fürstenberg owns directly an additional 0.08%

Shareholding Structure (30 September 2017)

• Banca IFIS is controlled by the Fürstenberg family, via La Scogliera Spa
• La Scogliera Spa, which has no other material investments outside of Banca IFIS, is not involved in the day-to-day management of Banca IFIS. No debt impact for dividend distribution¹
• Giovanni Bossi and other Directors of Banca IFIS hold 7.75%² of shares
• The free float is 41% of shares; Banca IFIS' market capitalization was €2.48bn at 29 September 2017

Sebastien Egon Fürstenberg Chairman

Alessandro Csillaghy Deputy Chairman

Giovanni Bossi Chief Executive Officer

Giovanni Bossi Chief Executive Officer

Alberto Staccione General Manager

Notes:

1. In relation to the proposal of any distribution of profits, those non-independent directors which hold equity participationsin the capital of the Bank in excess of the minimum amount allowed by the Consob under article 120 of the Testo Unico dellaFinanza(TUF), will be required to abstain from such decision

2. Detail related to material shareholders monitored by Consob

Strategic plan to be executed within conservative objectives for capital, liquidity, and risk-adjusted returns

Pillars	Objectives	Strategic assumptions
Solidity	 Safeguarding equity  High level of solvency  Capitalization supports the growth of the Bank	 Increase in net income and equity  Focus in maintaining an excellent aset quality
Liquidity	 Funding with retail deposits and pool of assets eligible for refinancing at the Eurosystem  Consistent approach to extension of funding deadlines  Diversification of funding  Use of excess of liquidity to take opportunities for other parties asset disposal	 Increase retail funding  Optimize securitisation  Subordinated and senior bond issuance  Use TLTRO program to reduce funding cost
Sustainable Profitability	 Strategic focus on risk adjusted returns  Lending allocation determined by risk-adjusted returns  Increase in net banking income in each business segment	 Optimisation of recovery methods  Improvement of commercial credits to small and medium business segment  Cost of risk reduction  Enter into new markets  Optimization overhead costs

I. Banca IFIS at a Glance

A. Company Profile and Strategic Guidelines

B. Acquisition of Interbanca

II. Financial Performances

III. Tier 2 Transaction

IV. Key Takeaways

V. Appendix

Acquisition of Interbanca highlights

• Banca IFIS has enlarged its product portfolio by acquiring Interbanca Group from GE Capital for the final acquisition cost €109.4mn. Acquisition brought valuable skills, size and capital to the Group
• The target is to become a leading player in the Italian banking sector, specialized in a wide range of financing services including corporate lending, structured finance, leasing and rental services

I. Banca IFIS at a Glance

II. Financial Performances

III. Tier 2 Transaction

IV. Key Takeaways

V. Appendix

Banca IFIS Group Key Financials

Resilient earnings and sound balance sheet

Key P&L data (€mn)	2014A	2015A	2016A	H1 2017
Net Banking Income	284.1	408.0	358.6	264.8
Total Operating Costs	(104.7)	(128.1)	421.2	(122.6)
Loan Loss Provisions	(34.5)	(25.3)	(54.9)	1.2
Net income	95.9	162.0	687.9	103.7

Key BS data (€mn)	2014A	2015A	2016A	H1 2017
AFS	243.3	3,221.5	374.2	639.1
Due from Banks	274.9	95.4	1,393.4	1,667.5
Loans to customers	2,814.3	3,437.1	5,928.2	6,084.1
Tax Assets	40.3	61.7	581.0	545.7
Total assets	8,309.3	6,957.7	8,699.1	9,444.1
Due to banks	2,259.0	663.0	504.0	967.3
Due to customers	5,483.5	5,487.5	5,045.1	5,291.6
Debt Securities issued	0.0	0.0	1,488.6	1,352.4
Total Liabilities	7,871.4	6,384.3	7,480.4	8,160.8
Total equity	437.9	573.5	1,218.7	1,283.3

Group KPIs (%)	2014A	2015A	2016A	H1 2017
ROE	23.5%	30.4%	98.5%	n.m.
Normalised ROE2	23.5%	16.3%	15.5%	n.m.
ROA	1.7%	3.5%	8.3%	n.m.
CET11	13.9%	14.2%	14.7%	14.8%
Total Own Funds Capital1	14.2%	14.9%	15.3%	15.6%
Payout	36.4%	24.9%	6.4%	n.m.
Normalised Payout2	36.4%	51.3%	48.8%	n.m.
Cost Income	36.8%	31.4%	n.m.	46.3%
Normalised Cost Income3	37.1%	45.8%	51.9%	49.0%
Cost of Risk	1.7%	0.9%	0.8%	0.8%

Notes:

1. Including La Scogliera. 2. Excludes the bargain on Interbanca Group acquisition. 3. Includes the net value adjustments on NPL Area receivables

Banca IFIS vs. Italian Bank peers (1/2)

Banca IFIS has a track record of superior financial performance and profile

23.5 16.3 15.5 (0.2) 3.1 (5.7) 2014 2015 2016 Banca IFIS Market Notes: 1. Market average based on Bank of Italy Statistical Bulletin and Annual Reports. 2. Excluding capital gain on government bonds portfolio. 3. Excluding the bargain on Interbanca Group acquisition. 4. Banca IFIS Cost income includes the net value adjustments on NPL Area receivables. RoE (%) Cost/income below market average, also after the Interbanca'sacquisition Double digit ROE, amongst the strongest Return on Equity in the Italian banking system Cost income (%) ⁴ Pre-tax income / total assets (%) 1.7 1.7 1.1 (0.1) 0.2 (0.4) 2014 2015 2016 Banca IFIS Market 37.1 45.8 51.9 62.1 66.4 73.6 2014 2015 2016 Banca IFIS Market¹ 2 3 1 1 2 3 3

Banca IFIS vs. Italian Bank peers (2/2)

Banca IFIS has a track record of superior financial performance and profile

Cost of Risk (bps) CET1 Ratio

57.7%

50.6%

Solid asset structure

In 2016 assets size doubled following the Interbanca Group acquisition

Asset Quality

Excellent asset quality underpinned by extremely conservative provisioning

Net Customer Loans (NBV) (€mn)

1

• Growing business towards Public Administration within Trade Receivables segment
• Focus on recourse factoring (~80% of factored receivables) implies that the risk remains with the assignor
• Low levels of delinquencies also thanks to the quality of lessees
• Extremely high level of provisioning

1. Net of NPL Area

Note:

		Trade Receivables		Corporate Banking		Leasing
	FY2015	FY2016	H12017	FY2016	H12017	FY2016	H12017
 Total Net Non-Performing exposures €mn)	129	201	244	172	189	37	38
 Bad Loans Coverage Ratio (%)	87.9%	88.5%	87.7%	94.0%	93.0%	92.2%	89.2%
 Bad Loans /Loans to Customers(%)	1.1%	1.0%	1.2%	3.0%	3.1%	0.5%	0.5%
 Bad Loans /Equity (%)	5.4%	2.6%	2.7%	2.2%	2.3%	0.5%	0.5%
 Impaired assets/Loans to Customers (%)	4.5%	6.5%	8.2%	19.0%	19.5%	3.0%	2.9%
 Cost of Credit (%)	0.9%	0.8%	0.8%	0.1%	-3.3%	1.5%	0.3%

Funding Structure

Aim to diversify channels and optimise cost

• % of Retail funding on Total Funding further increased as a result of the newly introduced 3-, 4- and 5-yr maturities for Rendimax
• In order to diversify its funding channels, the Group intends to raise funds in the debt capital markets, through ECB funding and other centralised (i.e. ABACO) or interbank channels, and also through the securitisation of eligible assets or the issuance of other debtinstruments
• The establishment of the EMTN Programme (following the successful Senior issue) represents an important step in this direction

Funding breakdown H12017 (€7.6bn) – %

Capital position

Strong capital position preserved after the Interbanca acquisition

I. Banca IFIS at a Glance

II. Financial Performances

III. Tier 2 transaction

IV. Key Takeaways

V. Appendix

Tier 2 issue – key themes

Rationale	 Rationalization of total capital ratio, MREL position and buffer to SREP/Pillar 2 requirements  Strengthening capital base and diversification of funding sources and investors  Provide buffer to its senior creditors  Build up institutional Eurobond reference point following the inaugural 3-year senior unsecured bond
Key issuance terms	 Dated subordinated notes that are intended to qualify on issue as Tier 2 capital of Banca IFIS S.p.A.  10yr maturity with one time call at the option of the issuer 5 years after the date of issuance, subject to regulatory approval and conditions to redemption  Fixed coupon, with reset in Year 5 if not called  Redeemable at par in full upon Tax or, as the case may be, Regulatory Event  Expected rating by Fitch  Statutory loss absorption in the event of any application of the general bail-in tool or at non-viability as described in the Risk Factors
Investment themes	 Provider of a range of financial services to SME in Italy  Opportunity to have exposure to the largest independent operator in the specialty finance market in Italy  Stable profitability with double digit ROE since 2003  Capital ratios well above SREP requirement  Well diversified funding sources

Summary termsheet of the Banca IFIS EUR tier 2 securities

Issuer	Banca IFIS S.p.A. (the "Issuer")
Instrument	EUR [•]% Tier 2 Instruments due October 2027 (the "Notes")
Issuer's Rating	BB+ by Fitch
Expected issue rating	[•] by Fitch
Status and ranking	Direct, unsecured and subordinated obligations of the Issuer. The Notes will rank senior to Additional Tier 1 and share capital of the Issuer and rank junior to other subordinated debt of the Issuer ranking senior to the Notes
Size	EUR [•]
Final maturity	[•] October 2027
Issuer call date	[•] October 2022 (the "Issuer Call Date"). One time optional call at par, in whole but not in part, subject to regulatory approval
Interest	[•]% per annum until the Issuer Call Date, payable annually in arrears. Reset on the Issuer Call Date at the aggregate ofthe then prevailing 5-year EUR MS + Initial Spread (No Step-up)
Early redemption	The Issuer may redeem the Notes, in whole but not in part, upon a Regulatory [partial or full loss of T2 credit] or a Tax Event [gross-up, loss of tax deductibility] subject to regulatory approval
Governing law	English law, except for subordination, redemption and events of default provisions which are governed by Italian law
Documentation	The Notes will be issued under the Base Prospectus of the Issuer's EMTN Programme dated 29 September 2017, as completed by the Final Terms
Listing	Irish Stock Exchange regulated market
Denominations	100k + [1k]
Loss absorption	Statutory loss absorption under BRRD, as transposed in Italy
Selling restrictions	As per the Issuer's EMTN Programme. Reg S, Category 2, TEFRA [D] rules apply – no communications with or into the US; no sales into Canada

Note: Summary terms should be read in conjunction with full Terms and Conditions and Base Prospectus

I. Banca IFIS at a Glance

II. Financial Performances

III. Tier 2 transaction

IV. Key Takeaways

V. Appendix

Banca IFIS key takeaways

A Bank with focus on sustainable growth – 20 years of positive results

Good track record of growth and credit risk control

Constant value creation through best in class profitability: double digit ROE since 2003

Asset quality consistently better than Italian peer banks, further bolstered by high reserve coverage and strong capital

Financial discipline in the use of excess cash – Interbanca acquisition equity accretive

Stable management and full alignment with shareholders

Significant growth expected, boosted by revenue synergies through cross selling potential, cost synergies and substantial IT investment

Digital transformation

I. Banca IFIS at a Glance

II. Financial Performances

III. Tier 2 transaction

IV. Key Takeaways

V. Appendix

Organisational structure

1. At 31.12.2016 IFIS Factoring Srl was totally owned by Interbanca Spa

25

Corporate governance

Remuneration Committee Designation Committee Control and Risk Committee Internal Audit Organisational Chart Shareholders' Meeting CEO Supervisory Body Board of Statutory Auditors Board of Directors General Manager General Services Treasury Problematic Receivables B.U. Non Performing Loans B.U. Banca IFIS Impresa Italia Human Resources Organisation Legal B.U. Pharma B.U. Pharmacies B.U. BI Impresa International B.U. Tax Receivables Risk Management Anti Money Laundering Compliance Claims Corporate Affairs Communication & Investor Relations Chief Financial Officer Operations Direction Secretary

Chairman Sebastien Egon Fürstenberg Deputy Chairman Alessandro Csillaghy De Pacser CEO Giovanni Bossi Directors Giuseppe Benini¹ Francesca Maderna Antonella Malinconico¹ Riccardo Preve Marina Salamon Daniele Santosuosso¹ Board of Directors

	Other Key Employees
General Manager	Alberto Staccione
Chief Financial Officer	Mariacristina Taormina

Board of Statutory Auditors
Chairman	Giacomo Bugna
	Giovanna Ciriotto
Standing Auditors	Massimo Miani
	Guido Gasparini Berlingieri
Alternate Auditors	Valentina Martina

Note:

1. Independent directors, the Board of Directors appointed Giuseppe Benini as Lead Independent Director

Trade Receivables

Focus on SMEs/micro companies, leadership in PA

	B2B segment	Public Administration (PA) segment
Receivables Managed (FY2016)	 €2.7 bn ~ 70% of the total	 €1.2 bn ~ 30% of the total
Target	 Small/micro companies, usually with difficulties in obtaining finance from the traditional banking system  ~80% of customers with a turnover <€10mn per year	 Large pharma companies willing to factor their trade receivables with the Italian NHS  Multi-utilities working for PA-Local Authorities
Customer base	 ~5,300 SMEs at the end of 2016 (+19.5% vs 2015)  IFIS' credit quality protected by the good credit rating of these SMEs' customers	 30% of factoring outstanding is towards PA
Type of product	 Over 60% of the B2B book acquired with recourse as at Dec. 2016 (~80% in FY14 and FY15)	 64% of outright purchase comes from PA
Competition	 No real competition from factoring units of large banks	 2nd largest player in the Pharma segment

NPL Area – leading position in the Italian market

	NPL Area highlights
	FY 2014	FY 2015	FY 2016	H1 2017
Loans to customers (Net BV)—(€mn)	135	354	562	702
Net BV/ Gross BV of loans to customers (%)	2.4	4.3	5.8	6.4
Positions acquired (number)	213,174	538,240	463,566	n.a.
PORTFOLIO GBV			~€11.0bn (€9.7bn in 2016)
PORTFOLIO NBV			€702 (€562bn in 2016)

Net Result from Financial Activity (€mn) Portfolio Bought and Managed (Gross BV)—(€bn)

Nominal amount of receivables managed - Gross BV Nominal amount purchased in the period - Gross BV

• High recovery rate by non judicial payment plans and legal recovery
• Purchase of loans portfolio at deep discount with respect to the GrossBV
• The Bank operates in Italy with a stable organization with more than two hundred employees

Tax Receivables

Tax receivables is a relatively small segment, featured by very high profitability

• Purchase of tax receivables arising from insolvency proceedings

• Tax receivables purchase (without recourse) usually closed at a discount to nominal valueto take into account the length of the recovery process

• 12 people employed in this division, whose major task is to be in constant contact with the bankruptcy courts in order to identify possible sources of new product and assist the parties involved in the proceeding on the operational aspects and in preparing documentation.

• Market leader with a ca. 50% market share

Banca IFIS – Tax Receivables main figures

	FY2014	FY2015	FY2016
NBV (Net Book Value) - €mn	119	131	125
Nominal Value (GBV) - €mn	168	191	172
NBV / GBV (%)	71.2%	68.6%	72.4%

Corporate Banking & Leasing

Exploiting new growth opportunities after Interbanca acquisition

With the acquisition of the former InterbancaGroup, Banca IFIS Impresa has entered the market for operating and finance leases as well as the Corporate Banking market. These new businesses will represent new supportive tools for accelerated growth

Strategic targets by business lines

Strategic assumptions, consistent with Interbanca acquisition, allow significant positive CAGR over the planned horizon for all business lines

Segment	Strategic Assumptions
	1. Extension of product offering
	2. Entering new markets and consolidating existing ones
Trade receivable	3. Strengthening of commercial network
	4. Increase the customer base and grow the retention rate
	5. Leverage from cross selling
	1. Industrialisation of the ODA (Ordinanza di Assegnazione) process and of the out of court recovery
Area NPL	2. Consolidation of leadership position in the unsecured retail and improvement of secured corporate market
	3. Improvement of out of court recovery strategies
	1. Extension of product offering of structured finance
	2. Focus on additional clients in structured finance and new segments
Corporate banking	3. Focus on M/L term lending introducing new products and new markets
	4. Products offering expansion of M/LT Financing Improvement of the run-off portfolio management
	5. Optimisation of portfolio management of workout and recovery
	6. Leverage on cross selling
	1. Increase in market share
	2. Increase in product offering
Leasing	3. Entering new markets
	4. Increase in distribution model efficiency

Interbanca - Purchase Price Allocation (PPA) effects

Summary of PPA components as of the date of acquisition (30 November 2016) - €mn

Disclaimer

The information, statements and opinions contained in this Presentation are for information purposes only and do not constitute a public offer under any applicable legislation or an offer to sell or solicitation of an offer to purchase or subscribe for securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments. None of the securities referred to herein have been, or will be, registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States or in Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would be unlawful (the "Other Countries"), and there will be no public offer of any such securities in the United States. This Presentation does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or the Other Countries.

Neither the Company nor any member of Banca IFIS nor any of its or their respective representatives, directors or employees accept any liability whatsoever in connection with this Presentation or any of its contents or in relation to any loss arising from its use or from any reliance placed upon it.