Banca Ifis

Investor Presentation • Jan 8, 2025

Voluntary public purchase and exchange offer for illimity Bank shares

Value creation, reliable execution and attractive shareholders remuneration

January 8, 2025

Disclaimer

• The content of this slide-deck has a merely informative and provisional nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. Neither BANCA IFIS S.p.A., nor any of its representatives, nor its direct or indirect controlling shareholders shall accept any liability whatsoever (whether in negligence or otherwise) arising in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this document. By accessing these materials, you agree to be bound by the foregoing limitations
• This slide-deck contains certain forward-looking statements, projections, objectives, estimates and forecasts reflecting BANCA IFIS S.p.A. management's current views with respect to certain future events including as to the synergies deriving from the potential business combination with illimity Bank S.p.A.. Forward-looking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words "may", "will", "expect", "estimate", "intend", "goal" or "achieve" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding BANCA IFIS S.p.A.'s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where BANCA IFIS S.p.A. participates or is seeking to participate. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. BANCA IFIS S.p.A.'s ability to achieve its projected objectives or results (also following the potential business combination with illimity Bank S.p.A.) is dependent on many factors which are outside management's control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. All forward-looking statements included herein are based on information available to BANCA IFIS S.p.A. as of the date hereof. BANCA IFIS S.p.A. undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to BANCA IFIS S.p.A. or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements

Disclaimer

• This slide-deck does not constitute, nor is it intended to constitute, an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instruments of BANCA IFIS S.p.A. and/or illimity Bank S.p.A. will be made in any country in violation of the applicable regulations. The voluntary totalitarian tender and exchange offer (offerta pubblica di acquisto e scambio volontaria totalitaria) over all the shares of illimity Bank S.p.A., launched by BANCA IFIS S.p.A. will be carried out by means of the publication of an offer document subject to the approval of the Italian supervisory financial authority (Commissione Nazionale per le Società e la Borsa - CONSOB). The publication or dissemination of this slide-deck in countries other than Italy may be subject to restrictions under applicable law, and therefore any person subject to the laws of any country other than Italy should independently obtain information about any restrictions under applicable laws and regulations and ensure that they comply with them. No copy of this slide-deck shall be, nor may be, sent by mail or otherwise transmitted or distributed in any or all countries where the provisions of local law may give rise to civil, criminal or regulatory risks if information concerning the offer is transmitted or made available to shareholders of illimity Bank S.p.A. in such country or any other country where such conduct would constitute a violation of the laws of such country and any person receiving such documents (including as custodian, trustee or trustee) is required not to mail or otherwise transmit or distribute the same to or from any such country

Executive summary

• Banca Ifis is making a share and cash offer for 100% of the shares of illimity with the objective to merge the two banks 1
• The proposed transaction aims to further strengthen Banca Ifis's position as an SME focused leader in specialty finance and will allow a full expression of illimity's capabilities 2
• Banca Ifis and illimity have a similar sector focus that can generate significant synergies. illimity's specific skills can be more fully leveraged with Banca ifis's distribution capacity, also capturing necessary benefits of scale and efficiency 3
• The founder Sebastien Fürstenberg and the indirect controlling shareholder Ernesto Fürstenberg Fassio(1) support the proposed transaction by allowing, for the first time in the Bank's 42-year history, the decrease of their indirect shareholding in Banca Ifis below 50%, while still envisaging to maintain control over the Bank 4
• The transaction offers illimity's shareholders the opportunity to join a well-established entity with over 40-year history and a proven financial and industrial track record, thereby enhancing long-term investment returns 5
• The envisaged business combination is beneficial to all stakeholders: illimity's shareholders can participate in recurring industrial profits and consequent dividends, employees can find growth opportunities in a larger and solid SME specialist, clients can access a wider and sophisticated product range 6

Broadening Banca Ifis's scalable Commercial Banking business

Business Area Stock (€bn)	Segment Leadership	Banca Ifis	illimity	Key considerations
Factoring		2.4	0.5	• Banca Ifis is leader in SMEs factoring with strong focus on profitability. Diversified client base by sector and geography
Leasing & Rental		1.5	n.a.	• Banca Ifis is focused on SMEs leasing and rental, financing marketable assets with remarketing contracts in place. Zero real estate and nautical leasing
Loans to pharmacies		0.7	n.a.	• Banca Ifis has a leading positioning in financing the Italian pharmacy sector
Medium term lending		0.7	(1) 0.6	• Banca Ifis and illimity both offer State guaranteed lending to SMEs
Corporate e investment banking		€0.1bn PE and minority 0.8 investments in SMEs	Investment Banking 1.0 stock ca. €0.3bn	• Both players offer structured finance and private equity solutions for innovative and fast-growing Italian SMEs. illimity has a wider product range and client base in the SME-investment banking business
Turnaround & Special situations Notes: (1) Data refers to B-Ilty	business unit	0.1	0.8	• illimity has a dedicated business unit for turnaround situations and restructuring activities • Banca Ifis started a business in the distressed factoring segment
		Banca Ifis	illimity	5

Expanding Banca Ifis's leadership in NPL

Data as 30 Sep 2024	Banca Ifis	illimity
Entry into the NPL market	2011, pioneering the market	2018
Core business	• Leader in small ticket unsecured	• Focus on medium-large secured and unsecured corporate NPLs
Strategy in the NPL business	• Focus on efficiencies in recovery • Focus on the social impact of NPL activities with a sustainable tailor-made approach to support financial reinclusion of clients • Long term service agreement with MBCS • Calendar provision to be managed with capital light vehicles	• Focus on third party servicing in medium-large secured and unsecured corporate NPL
NPL portfolio	• Proprietary portfolio with GBV of ca. €23bn (NBV of €1.5bn) • Ca. 90% small ticket unsecured, ca. 10% small ticket secured • Third party servicing portfolio of ca. €2bn	• €10bn(1) ARECneprix servicer ca. AUM GBV • Maintained servicing of the transferred portfolio

illimity to increase Banca Ifis's footprint in medium-large secured and unsecured corporate NPL

Contribution analysis

	(€mn %) Relevant Metrics /	Ifis Banca	Contribution 65%	Analysis 35%	illimity	Combined
Market (1) cap	Market Cap	1 123 ,	80%	20%	279	1 402 ,
P&L	Revenues	532	71%	29%	222	754
9M2024	Consolidated Net Income	127	80%	20%	31	158
Balance	Total Assets	13 046 ,	61%	39%	8 328 ,	21 374 ,
sheet 9M2024	Equity Net	1 765 ,	65%	35%	970	(2) 2 500 > ,
	Cost/Income	57%			61%	58%
	(organic) Net NPE ratio	3 2%			5 2%	3 9%
KPIs	(3) (9M24 annualized) ROE	9 6%			4 3%	(2) 8% >
	CET1 %	16 4%			14 4%	(2) 14% >

Enhancing illimity's operational efficiency leveraging on Banca Ifis's scale, expertise and track record

Notes: (1) Market capitalization calculated on the ordinary shares outstanding as of 07/01/2025 (2) Pro-forma for the transaction assuming 100% PTO acceptance and including the one-off impact of the estimated integration costs (3) Excluding value generated from synergies

Banca Ifis: a challenger bank with one long-term controlling shareholder with 42 years of track record

• Banca Ifis was founded by Sebastien Egon von Fürstenberg in 1983 and is currently controlled by Ernesto Fürstenberg Fassio through La Scogliera SA – the Fürstenberg family company, whose only material asset is Banca Ifis – after a generational handover executed in 2019
• Ernesto Fürstenberg Fassio and Sebastien Egon von Fürstenberg have a mid- and long-term strategic and industrial vision for Banca Ifis group. With a highly skilled and professional management, with significant experience in the banking sector, they pursue a sound, profitable, and value creation strategy across the various business sectors of Banca Ifis group
• In the last five years, the above control structure, within the applicable law provisions, inspired Banca Ifis to:
  • o Further increase its solidity, self funding growth, digitalization, and ESG focus
  • o Continue to (a) create high profitability and remuneration for its shareholders, through consistent industrial and managerial actions aimed at fostering the economic growth of the Ifis group, and (b) maintain the progressive dividend policy adopted in 2023
  • o Ensure a prudent approach to risk, but at the same time to seize industrial opportunities (e.g., Revalea in 2023)
• For the first time in 42 years, La Scogliera is ready to decrease its shareholding in Banca Ifis below 50%, to allow the completion of the transaction
• Banca Ifis' controlling shareholder strongly supports the proposed transaction and its strategic rationale that entails a long-term value creation opportunity for both illimity's and Ifis' shareholders
• After the implementation of the transaction and the envisaged merger between Banca Ifis and illimity, La Scogliera envisages to maintain control over Banca Ifis, in line with its commitment to a long-term value creation for its stakeholders

The combined Group will be an attractive value proposition for all shareholders

• Presence at scale in market segments with high margins due to specialization 1
• Value creation, driven by revenue and cost synergies 2
• Reliable execution capability, due to Banca Ifis's management track record in integration 3
• Growing, sustainable and recurrent profitability driven by core business 4
• Enhanced funding capabilities by broadening deposit base and facilitating access to capital markets 5
• Stable controlling shareholder with a mid- and long-term industrial vision and strategy 6
• Strategic partnership with Italian SMEs in digital and environmental transition 7
• Very attractive shareholders remuneration through consistent semi-annual dividend policy 8
• Solid capital base: CET1 ratio higher than 14% upon completion of merger 9

Benefits for all employees and communities

A strong Brand will bring value to the integration	People will have new growth opportunities	The Group will strengthen ESG commitments
• Strong distinguished Brand with continuously growing value	• Be part of a larger, more visible and stronger Group	• Wider range of products and services offered to Italian SMEs to enhance their ESG transition
• Distinctive brand positioning on social and inclusion activities	• Join a diverse and inclusive workforce	• Increased positive social impact on communities and individuals through new initiatives

The transaction will generate significant value

• €75mln pre-tax annual synergies leveraging on Banca Ifis's and illimity's combined strengths, sharing resources, competencies, and knowledge, which can create significant value and operational efficiencies
  • o €25mln pre-tax revenue synergies from the increase in productivity per client of illimity to the levels of Banca Ifis due to the integration of high value-added products and servicing (factoring, leasing, corporate banking)
  • o €50mln pre-tax cost synergies from economies of scale, integrating and rationalizing central functions, procurement efficiency, eliminating duplications, shared resources, leverage on key competences of Banca Ifis and illimity staff
  • o €110mln pre-tax integration costs
• Further synergies/efficiencies may be achieved by:
  • o Addressing more efficiently the continuous investments in technology required by the market
  • o Enhancing the funding capabilities of the combined entity, allowing it to operate more efficiently and effectively in the market

The combination of Banca Ifis and illimity will allow for the full realization of illimity's potential and the creation of greater value than what could be achieved through a stand-alone path

Banca Ifis has a strong track record in the integration of businesses…

…and an equally strong track record in delivery financial results

2022-24 cumulated net income - €mln 2022-24 cumulated dividends - €mln

2022-2024 payout ratio 2021-9M24 CET1 evolution

Notes: (1) Assuming €160mn 2024E net result as per communicated guidance (2) Remaining dividend on FY2024 results to be paid in May 2025

Main Terms of the Offer

Transaction Summary Consideration Offered

• Voluntary public exchange offer on all the ordinary shares of illimity
• Consideration offered: Banca Ifis to offer 8.4mln newly issued ordinary shares plus €118.9mln in cash, for each illimity share tendered
• Delisting and subsequent merger
• Subject to General Meetings for approval of the share capital increase reserved to the offer and the regulatory approvals
• Expected closing of the transaction: Sept. 2025

Consideration Offered
-----------------------

•	For each illimity ordinary share:
	o Banca Ifis shares	0.10x
	o Cash component (€)	1.414
•	Price offered per each illimity share (€)	3.55
•	Total consideration (€m)	298.5
•	Premium vs. illimity share price
	o Last trading day:	5.8%
	o VWAP L1M	7.9%

o VWAP L3M 3.3%

Expected timetable

8 January 2025	Banca Ifis' Announcement of the Tender Offer
By 28 January 2025	Submission of the Offer Document to CONSOB Filling of all the necessary requests of Application of the Tender Offer from the competent regulatory Authorities
17 April 2025	Extraordinary Shareholders' Meeting of Banca Ifis delegating to the Board of Directors power to resolve upon the share capital increase reserved to the Tender Offer	the
By end of May – beginning of June 2025	Obtainment of the required Authorization from the competent regulatory Authorities Approval of the Offer Document by CONSOB and publication of the Offer Document
June – July 2025	Acceptance Period of the Tender Offer
July 2025	Settlement of the Tender Offer
As from the fulfilment of legal requirements (August – Sep. 2025)	Sell-Out / Squeeze-Out 15	1 5