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Impresa Audit Report / Information 2022

Jun 15, 2023

1934_10-k_2023-06-15_8042d2e3-3555-407c-8a16-3c203b4edead.pdf

Audit Report / Information

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IMPRESA TWO S.R.L. SOCIETA' UNIPERSONALE SEDE LEGALE IN VIA LUNGOTEVERE FLAMINIO 18, 00196 ROMA CAPITALE SOCIALE EURO 10.000 I.V. ISCRITTA AL REGISTRO DELLE IMPRESE DI ROMA CODICE FISCALE E PARTITA IVA N. 05019030260 ISCRITTA ALL'ELENCO DELLE SOCIETA' VEICOLO DI BANCA D'ITALIA EX ART. 4 PROVVEDIMENTO DEL 7 GIUGNO 2017

Statement on the Annual Financial reports according to art. 4, paragraph 2, letter c of the "Law of 11 January 2008" of Luxembourg

The undersigned Tommaso Costariol, as person responsible within the issuer Impresa Two Srl, incorporated under the laws of Italy, hereby confirm, according to art. art. 4, paragraph 2, letter c of the "Law of 11 January 2008" of Luxembourg that to the best of his knowledge, the Financial Statements related to the period ended 31 December, 2022 have been prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company.

Furthermore, the undersigned declare that the Management Report includes a fair review of the development and performance of the business and the Company's position together with a description of the principal risks and uncertainties that it faces.

Sole Director Blade Management S.r.l. Tommaso Costariol-Designated natural person

Deloitte & Touche S.p.A. Via Tortona, 25 20144 Milano Italia

Tel: +39 02 83322111 Fax: +39 02 83322112 www.deloitte.it

INDEPENDENT AUDITOR'S REPORT PURSUANT TO ARTICLE 14 OF LEGISLATIVE DECREE No. 39 OF JANUARY 27, 2010 AND ARTICLE 10 OF THE EU REGULATION 537/2014

To the Sole Quotaholder of Impresa Two S.r.l.

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the financial statements of Impresa Two S.r.l. (the "Company"), which comprise the statement of financial position as at December 31, 2022, and the income statement, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the period then ended, and the explanatory notes to the financial statements.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at December 31, 2022, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of national regulations issued pursuant to art. 9 of Italian Legislative Decree no. 38/05.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements applicable under Italian law to the audit of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

There are no key audit matters to be communicated in this report.

Sede Legale: Via Tortona, 25 - 20144 Milano | Capitale Sociale: Euro 10.328.220,00 i.v.

Codice Fiscale/Registro delle Imprese di Milano Monza Brianza Lodi n. 03049560166 - R.E.A. n. MI-1720239 | Partita IVA: IT 03049560166

Il nome Deloitte si riferisce a una o più delle seguenti entità: Deloitte Touche Tohmatsu Limited, una società inglese a responsabilità limitata ("DTTL"), le member firm aderenti al suo network e le entità a esse correlate. DTTL e ciascuna delle sue member firm sono entità giuridicamente separate e indipendenti tra loro. DTTL (denominata anche "Deloitte Global") non fornisce servizi ai clienti. Si invita a leggere l'informativa completa relativa alla descrizione della struttura legale di Deloitte Touche Tohmatsu Limited e delle sue member firm all'indirizzo www.deloitte.com/about.

Ancona Bari Bergamo Bologna Brescia Cagliari Firenze Genova Milano Napoli Padova Parma Roma Torino Treviso Udine Verona

Emphasis of matter

We draw attention to the information provided in the explanatory notes, section 2, Part A.1, which describes that the Company's sole activity is the securitization of receivables under Italian Law n° 130/99 and has presented the financial assets acquired, the securities issued and the other transactions carried out within the securitization transactions in the explanatory notes consistently with the provisions of the Law n° 130/99, according to which receivables relating to each transaction constitute assets segregated in all respects from those of the Company and those relating to other securitisations. Our opinion is not qualified in relation to this matter.

Responsibilities of the Sole Director and the Board of Statutory Auditors for the Financial Statements

The Sole Director is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of national regulations issued pursuant to art. 9 of Italian Legislative Decree no. 38/05 and, within the terms established by law, for such internal control as the Sole Director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Sole Director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it has identified the existence of the conditions for the liquidation of the Company or for the termination of the operations or has no realistic alternative to such choices.

The Board of Statutory Auditors is responsible for overseeing, within the terms established by law, the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with International Standards on Auditing (ISA Italia), we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Sole Director;
  • conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern;
  • evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence applicable in Italy, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, actions taken to eliminate threats or safeguards applied.

Other information communicated pursuant to art. 10 of the EU Regulation 537/2014

The Quotaholders' Meeting of Impresa Two S.r.l. has appointed us on January 29, 2020 as auditors of the Company for the years from December 31, 2019 to December 31, 2027.

We declare that we have not provided prohibited non-audit services referred to in art. 5 (1) of EU Regulation 537/2014 and that we have remained independent of the Company in conducting the audit.

We confirm that the opinion on the financial statements expressed in this report is consistent with the additional report to the Board of Statutory Auditors, in its role of Audit Committee, referred to in art. 11 of the said Regulation.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Opinion pursuant to art. 14, paragraph 2 (e), of Legislative Decree 39/10 and art. 123-bis, paragraph 4, of Legislative Decree 58/98

The Sole Director of Impresa Two S.r.l. is responsible for the preparation of the report on operations and of certain information included in the report on corporate governance and ownership structure required by art. 123-bis, paragraph 2, letter b), of Italian Legislative Decree n° 58/98 of Impresa Two S.r.l. as at December 31, 2022, including their consistency with the related financial statements and their compliance with the law.

We have carried out the procedures set forth in the Auditing Standard (SA Italia) n. 720B in order to express an opinion on the consistency of the report on operations and of certain information included in the report on corporate governance and ownership structure set forth in art. 123-bis, paragraph 4, of Italian Legislative Decree n° 58/98 with the financial statements of Impresa Two S.r.l. as at December 31, 2022 and on their compliance with the law, as well as to make a statement about any material misstatement.

In our opinion, the above-mentioned report on operations and information contained in the report on corporate governance and ownership structure required by art. 123-bis, paragraph 2, letter b), of Italian Legislative Decree n° 58/98 are consistent with the financial statements of Impresa Two S.r.l. as at December 31, 2022 and are prepared in accordance with the law.

With reference to the statement referred to in art. 14, paragraph 2 (e), of Legislative Decree 39/10, made on the basis of the knowledge and understanding of the entity and of the related context acquired during the audit, we have nothing to report.

DELOITTE & TOUCHE S.p.A.

Signed by Marco De Ponti Partner

Milan, Italy April 21, 2023

This report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative

Single Member Limited Liability Company

Lungotevere Flaminio, 18 - 00196 Rome Quota capital: €10,000 fully paid in Registered in the Companies Register of Rome Registration no. - Tax Code and VAT number 05019030260 Registered in the list of Securitisation SPVs maintained by the Bank of Italy

FINANCIAL STATEMENTS AT 31 DECEMBER 2022

ADMINISTRATIVE BODY

Sole Director Blade Management S.r.l. Tommaso Costariol-Designated natural person

BOARD OF STATUTORY AUDITORS

Chairman of the Board of Statutory Auditors Arturo Florimo

At the date of approval of the financial statements

Statutory auditor Andrea Ferrari

Statutory auditor Ivana Rinalducci

DIRECTORS' REPORT ON OPERATIONS

1 - GENERAL INFORMATION

Impresa Two S.r.l (hereinafter the "Company") is a special purpose securitisation vehicle incorporated on May 13, 2019 pursuant to Article 3 of Italian Law no. 130 of April 30, 1999 ("Law 130/1999").

Pursuant to Article 4 of the Bank of Italy Resolution of April 29, 2011, fully replaced on October 1, 2014 and subsequently on June 7, 2017, the Company is registered in the List of Special-Purpose Securitisation Vehicles (SPVs) which is maintained by the Bank of Italy with effect from October 10, 2019, as number 35645.

The Company has its registered office at Lungotevere Flaminio no. 18 – Rome.

The entire quota capital of €10,000 was initially subscribed fully paid up 100% by the sole shareholder Stichting Bacall, a foundation under Dutch law with its registered office in Amsterdam, the Netherlands.

As established by the Bylaws, the Company's sole purpose is the execution of one or more loan securitisation transactions – pursuant to Italian Law 130/1999 and subsequent implementation provisions – by the purchase, for consideration, of pecuniary loans, both existing and future, or groups of pecuniary loans identifiable en bloc, financed by the issue of securities pursuant to Article 1, paragraph 1 b) of Italian Law 130/1999, in such a way as to exclude the assumption of any credit risk towards the Company.

According to the Bylaws, and in keeping with the aforementioned Law and related implementation provisions, the loans purchased by the Company as a part of each transaction represent assets which, for all intents and purposes, are segregated from those of the Company and those related to other transactions. No action may be carried out with respect to such assets by any creditors other than holders of the securities issued to finance the purchase of such assets.

1.1 - MANAGEMENT OF THE COMPANY AND OF SEGREGATED ASSETS

Within the framework of a unitary securitisation transaction pursuant to Italian Law 130, by virtue of a contract for the sale of receivables, "identifiable en bloc" pursuant to the combined provisions of Articles 1 and 4 of Italian Law 130, concluded on October 11, 2019 and effective on October 12, 2019 [TBV], the Company acquired without recourse from UniCredit S.p.a. a package of pecuniary receivables arising from performing loans, identified on the basis of objective criteria pursuant to Article 1 of Italian Law No. 130/1999, for an amount equal to the sum of the outstanding principal amount of the individual loans, as well as accrued interest from the date of valuation to the closing date. Thus, the total amount owed to the Originator according to the methods set forth in the transaction documents was €11,066,308,880. In order to finance the purchase of these receivables, the Company issued asset-backed securities on November 11, 2019 pursuant to Article 5 of Italian Law 130/1999, admitted to listing on the regulated market of the Luxembourg Stock Exchange and rated by DBRS, Moody's Investors Service Inc for a nominal value of €7,746,400,000 and securities without rating with a limited guarantee for a nominal value of €3,319,908,880, subscribed by the Transferor Company.

During 2021, four Successive Portfolios were purchased for a total amount of €4,026,240,676; The following Successive Portfolios were acquired during the 2022 financial year:

On March 11, 2022 an acquisition of loans without recourse was made for 12,966 loans identified en bloc on the basis of objective criteria, as provided for in the "Framework Transfer Agreement" and pursuant to Article 1 of Italian Law 130/1999, from the transferor UniCredit S.p.A. at a price of €1,075,854,774, financed using the Company's available cash.

On June 10, 2022 an acquisition of loans without recourse was made for 11,950 loans identified en bloc on the basis of objective criteria, as provided for in the "Framework Transfer Agreement" and pursuant to Article 1 of Italian Law 130/1999, from the transferor UniCredit S.p.A. at a price of €1,359,904,238, financed using the Company's available cash.

On September 23, 2022 an acquisition of loans without recourse was made for 8,920 loans identified en bloc on the basis of objective criteria, as provided for in the "Framework Transfer Agreement" and pursuant to Article 1 of Italian Law 130/1999, from the transferor UniCredit S.p.A. at a price of €980,084,924, financed using the Company's available cash.

On December 9, 2022 an acquisition of loans without recourse was made for 6,595 loans identified en bloc on the basis of objective criteria, as provided for in the "Framework Transfer Agreement" and pursuant to Article 1 of Italian Law 130/1999, from the transferor UniCredit S.p.A. at a price of €808,643,697, financed using the Company's available cash.

Finally, in previous years and in the current year, the repurchase option was exercised by UniCredit S.p.A. pursuant to the Framework Transfer Agreement:

  • during 2021, 1,551 pecuniary loans amounting to €182,956,482 were reacquired;
  • during 2022, 3,740 pecuniary loans amounting to €551,526,620 were reacquired.

As part of the above-mentioned transactions. UniCredit S.p.A. assumed the role of Servicer of the Loan portfolio, pursuant to Article 2 of Italian Law 130/1999, and was in charge of collecting the loans transferred, of treasury and payment services, and of verifying observance of the law and the prospectus, as also provided for by the Regulatory Instructions, of the transactions carried out.

As reported in the Notes to the Financial Statements, the loans involved in the ongoing securitisation transaction are assets which, for all intents and purposes, are segregated from those of the Company, pursuant to Italian Law 130/1999; therefore, consistently with the transaction's peculiar asset independence, the accounting representation and reporting of the progress thereof take place separately in observance of the provisions issued by the Bank of Italy through its Resolution of December 15, 2015. Thus, the accounting information related to these transactions is reported separately in a special section of the Notes to the Financial Statements, which contains the qualitative and quantitative information needed for a clear and complete representation.

Due to the segregated nature of each securitised asset, a complete disclosure of the securitisation transaction's financial position is provided in Part D – Section F of the Notes to the Financial Statements, in observance of the provisions set forth in specific Bank of Italy Resolutions.

1.2 – PERFORMANCE OF THE REFERENCE MARKET IN 2022

The various economic and monetary stimulus measures put in place by the main world governments and major central banks, in combination with the discontinuity and imbalances created by the lock-down periods of 2020 and 2021, have led to a rise in inflation in advanced economies as early as the end of 2021 and continued throughout 2022. Rising inflation has changed the attitude of the main central banks, particularly in the United States and the European Union, and the interest rate increases implemented by these players have led to higher bond yields during 2022. This element, together with geopolitical tensions related to the situation in Ukraine, led to increased volatility in equity and bond markets during 2022.

Despite strong discontinuities that characterised 2022, both from a macro perspective (rising inflation), from a financial market perspective (rising interest rates) and from a geopolitical perspective (Russia's invasion of Ukraine, which is still ongoing), 2022 saw a high level of resilience on the part of the US and EU economies, where fears of a deep recession at the beginning of 2022 were gradually replaced by a more moderate scenario of a simple slowdown in economic activity, thanks in part to very high levels of employment and the soundness of the financial system as a whole.

In recent years, European banks have in fact implemented an impressive deleveraging process, selling and securitising some €585 billion of non-performing exposures and achieving NPE ratios that are now at an all-time low.

1.3 - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

Pursuant to Article 123-bis of Legislative Decree no. 58 of February 24, 1998, the report on operations of companies who are issuers of notes listed for trading on regulated markets must contain a specific section, called "Report on Corporate Governance and Ownership Structure", in which, pursuant to paragraph 2 b) of that same article, information is provided concerning the "main features of the risk management and internal control systems related to financial reporting procedures, including consolidated reporting, where applicable".

The Company does not have any employees. In pursuit of its own business purpose and therefore also for the activities concerned with risk management and internal control systems related to financial reporting procedures, the Company uses ad hoc agents. The contractual documentation for securitisation transactions establishes the appointment and specifies the activities that each of the Company's agents is required to carry out. This information is also contained in Part D, Section F.3 of the Notes to the Financial Statements.

Agents for the ongoing transaction shall be appointed from among persons that are professional practitioners of the activity entrusted to them by the Company. This task must be performed by agents in accordance with applicable law and in a way that allows the Company to promptly fulfil its obligations under the transaction's documentation and the law.

The main roles of these agents are as follows:

  • I. the Servicer, who is responsible, among other things, for the administration of the acquired loans;
  • II. the Corporate Servicer, who is responsible for the Company's administrative and accounts management; and
  • III. the Computation Agent and the Paying Agent that perform the services of managing, calculating and making cash payments.

In particular, the Servicer is the "person responsible for the collection of assigned loans and the cash and payment services" as required by Article 2, paragraph 3c of Italian Law 130/1999. Pursuant to Article 2, paragraph 6 of Italian Law 130/1999, the role of Servicer may be performed by banks or by intermediaries registered in the register provided for in Article 106 of Legislative Decree No. 385, of September 1, 1993, which verify that transactions comply with the law and the prospectus.

In addition, according to the Bank of Italy's Resolution of August 23, 2000, Servicers are responsible both for tasks of an operational nature and for "guaranteeing" the correct execution of securitisation transactions, in the interests of holders of the securities and, in general, of the market.

With regard to financial information, it appears that this is prepared by the Corporate Servicer, mainly using data supplied by the person responsible for the management of the acquired loans.

As an issuer of notes listed for trading on EU regulated markets, the Company is subject to the duties required by 2004/109/EC Directive (the Transparency Directive). The Company, which has chosen as its Member State of origin the country where its own stock is listed, is responsible for fulfilling the obligations imposed by legislation adopting this Directive in such country.

It should be noted that the Company has confirmed the choice of Luxembourg as its home member state.

1.4 - GOING CONCERN

In preparing the financial statements, the sole director made an evaluation of the Company's ability to continue operating as a going concern. In determining whether this assumption applies or not, the took into account all the information available on the future with a time frame of at least twelve months after the date of reference of the financial statements, and in particular they took into account the specifics of the activity engaged in by the Company, the sole purpose of which, in observance of Italian Law 130 of April 30, 1999, is the implementation of one or more loan securitisation transactions.

As a result, these financial statements as at December 31, 2022 have been prepared on a going concern basis, because management is not aware, under the current and foreseeable situation, of significant uncertainties due to events or conditions that could lead to the inability to continue as a going concern. The reasonable expectation that the Company will continue its operational existence in the foreseeable future is therefore noted.

1.5 RESEARCH AND DEVELOPMENT

No research and development costs were incurred by the Company.

1.6 - TREASURY QUOTAS OR PARENT COMPANY SHARES

In relation to the provisions of Article 2428 of the Italian Civil Code We inform you that during the course of the financial year, we did not purchase, sell or hold any of our treasury shares or those of the parent company, either directly or through trust companies or intermediaries.

1.7 - RELATED-PARTY AND INTRA-GROUP TRANSACTIONS

The Company did not engage in transactions with related parties as per IAS 24. More details can be found in Part D - Section 6 of the Notes to the Financial Statements, "Related-party Transactions".

1.8 - MANAGEMENT AND COORDINATION ACTIVITIES

In relation to the provisions of Article 2497-bis of the Italian Civil Code We inform you that the sole Quotaholder Stichting Bacall does not perform management and coordination activities.

2 – SUBSEQUENT EVENTS

Following 2022 year-end, the securitisation transaction management took place on the basis of the planned programme.

3 – OUTLOOK

At the time this document was prepared, there were no new securitisation transactions planned by the Company.

4 - INFORMATION ON THE COMPANY'S FINANCIAL

POSITION AND PERFORMANCE

The Financial Statements as at December 31, 2022 closed with a break-even position, after the costs incurred for its operations were recovered from segregated assets. With reference to stockholders' equity, we consider that, given the activities performed by the Company, there is no additional information other than that described in the Notes to the Financial Statements. In particular, as regards the performance indicators, these are believed not to be significant with reference to the Company's assets. For the performance of the segregated assets, refer to Part D "Other information" in the Explanatory Notes to the Financial Statements.

The company's quota capital of €10,000 was fully subscribed by the Sole Shareholder Stichting Bacall

5 - INFORMATION ON RISKS AND RELATED HEDGING POLICIES

Pursuant to Article 2428 of the Italian Civil Code, the Company specifies that considering the provisions of Law 130/1999, given the original structure of the operation and on the basis of its performance as also indicated in the Attachment to the Notes to the financial statements, credit, liquidity and interest rate risks are transferred to the bearers of the securities issued.

The information indicated below refers to the Company's operations.

LIQUIDITY RISK

The Company believes it has adequate liquidity to meet its financial commitments.

INTEREST RATE RISK

The Company has no financial assets and liabilities that expose it to significant interest rate risks.

CURRENCY RISK

The Company is active only on the domestic market and is therefore not exposed to exchange rate risks.

CREDIT RISK

The Company's receivables are mainly from the segregated assets, resulting from a charge-back of management expenses. Given the revenue forecast from loans in the segregated assets and the priority given to repaying these loans, we do not consider there are any risks in relation to their recoverability.

6 – BRANCH OFFICES

The Company has no branch offices.

7 – EMPLOYEES

The Company does not have any employees.

PROPOSAL FOR DISTRIBUTION OF THE PROFIT FOR THE YEAR

Dear Sole Quotaholder,

We believe the financial statements of the Company as at December 31, 2022, relating to the second financial year and comprising the accounting statements required by IAS 1 – i.e. the Statement of Financial Position, Income Statement, Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows, Notes to the Financial Statements and this Report on Operations – have been adequately detailed.

Therefore, we invite you to approve the Financial Statements as at December 31, 2022, which ended with a break-even result.

Milan, April 5, 2023

IMPRESA TWO S.R.L.

Sole Director

Blade Management S.r.l. Tommaso Costariol - Designated natural person

BALANCE SHEET

ASSETS

(amounts in €)
12/31/2022 12/31/2021
10 Cash and cash balances 9,632 6,486
a) bank account 9,632 6,486
120 Other assets 47,254 78,787
TOTAL ASSETS 56,886 85,273

LIABILITIES AND SHAREHOLDER'S EQUITY

12/31/2022 12/31/2021
60 Tax liabilities 2,274 -
a) current tax liabilities 2,274 -
80 Other liabilities 44,612 75,273
110 Capital 10,000 10,000
TOTAL LIABILITIES AND QUOTAHOLDERS' EQUITY 56,886 85,273

INCOME STATEMENT

(amounts in €)
12/31/2022 12/31/2021
10 Interest income and similar revenues - -
20 Interest expense and similar charges (1) -
30
THE INTEREST MARGIN
(1) -
50 Fee and commission expense - -
60
NET FEES AND COMMISSIONS
- -
120
OPERATING INCOME
(1) -
150
NET PROFIT FROM FINANCIAL ACTIVITIES
(1) -
160 Administrative expenses (134,369) (132,927)
a) Payroll costs (17,187) (17,068)
b) other administrative expenses (117,182) (115,859)
200 Other income and operating expenses 136,644 132,899
210
OPERATING EXPENSES
2,275 (28)
260
PROFIT (LOSS) BEFORE TAX ON CONTINUING
OPERATIONS 2,274 (28)
270 Income tax for the year on continuing operations (2,274) 28
PROFIT (LOSS) AFTER TAX ON CONTINUING
280
OPERATIONS - -
290 Profit (loss) after tax from operating activities
300
NET PROFIT (LOSS)
- -

STATEMENT OF COMPREHENSIVE INCOME

(amounts in €)
12/31/2022 12/31/2021
10. Profit (loss) for the year - -
Other comprehensive income after tax not reclassified to
profit or loss
20. Capital securities designated at fair value with impact on
comprehensive income
30. Financial liabilities designated at fair value through profit or loss
(changes in own creditworthiness)
40. Hedging of equity instruments designated at fair value through
other comprehensive income.
50. Property, plant and equipment
60. Intangible assets
70. Defined benefit plans
80. Non-current assets and disposal groups held for sale
90. Portion of valuation reserves for equity investments valued using
the equity method
Other comprehensive income after tax that may be
reclassified to profit or loss
100. Hedges of foreign investments
110. Foreign exchange differences
120. Cash-flow hedges
130. Hedging instruments (not designated elements)
140. Financial assets (other than securities) valued at fair value with
impact on comprehensive income
150. Non-current assets and disposal groups held for sale
160. Portion of valuation reserves for equity investments valued using
the equity method
170. Total other income components after tax - -
180. Comprehensive income (Item 10 + 170) - -

STATEMENT OF CHANGES IN EQUITY

Change in opening balance
Balance as at 12.31.20
Allo cation of
profit (loss)
from
previous year
Chang es during the year
Shareholders' equity transactions
Balance as at 1/1/21 Reserves Dividends and other
allocations
Changes in reserves New
quotas
issued
Purchase
of own
shares
Distribution
o f
extrao rd inar
y dividends
Changes in
equity
instrument
s
Other
changes
2021 comprehensive income Equity at 12.31.21
Capital 10 , 0 0 0 10 ,0 0 0 10 ,0 0 0
Quo ta premiums - - -
Res erve s - - - - - - - - - - - - -
a) res erves fro m pro fits - - - - -
b) o thers - - - -
Va lua tio n res e rves - - -
Equity ins trume nts - - -
Trea s ury quo tas - - -
Net pro fit (lo s s ) - - - -
Shareho lde rs ' Equity 10 , 0 0 0 - 10 ,0 0 0 - - - - - - - - - 10 ,0 0 0
Balance as at December 31, 2021 Allo cation of
profit (loss)
from
previous year
Chang es during the year
Shareholders' equity transactions Equity at 12.31.22
Change in opening balance Balance as at January 1, 2022 Reserves Dividends and other
allocations
Changes in reserves New
quotas
issued
Purchase
of own
shares
Distribution
o f
extrao rd inar
y dividends
Changes in
equity
instrument
s
Other
changes
2022 comprehensive income
Capital 10 , 0 0 0 10 ,0 0 0 10 ,0 0 0
Quo ta premiums - - -
Res erve s - - - - - - - - - - - - -
a) res erves fro m pro fits - - - - -
b) o thers - - - -
Va lua tio n res e rves - - -
-
Equity ins trume nts - -
Trea s ury quo tas - - -
Net pro fit (lo s s ) - - - -

STATEMENT OF CASH FLOWS

DIRECT METHOD

OPERATING ACTIVITIES 12/31/2022 12/31/2021
1. OPERATIONS - -
- interest income collected (+) - -
- interest expense paid (-) (1) -
- dividends and similar income (+)
- net fees and commissions (+/-) - -
- personnel expense ( - ) (17,187) (17,068)
- other costs (-) (117,182) (115,859)
- other revenues (+) 136,644 132,899
- taxes (2,274) 28
- costs/revenue after tax for disposal groups held for sale (+/-) - -
2. CASH GENERATED/ABSORBED BY FINANCIAL ASSETS 31,533 (23,545)
- financial assets held for trading
- financial assets designated at fair value
- financial assets obligatorily valued at fair value
- financial assets measured at fair value through other comprehensive
income,
- financial assets valued at amortised cost
- other assets 31,533 (23,545)
3. CASH GENERATED/ABSORBED BY FINANCIAL
LIABILITIES (28,387) 23,171
- financial liabilities valued at amortised cost
- financial liabilities held for trading
- financial liabilities at fair value
- other liabilities (28,387) 23,171
NET CASH GENERATED/ABSORBED BY OPERATING
ACTIVITIES 3,146 (374)
B. INVESTMENT ACTIVITIES
1. CASH GENERATED BY - -
- sales of equity investments
- dividends collected on investments
- sale of property, equipment and investment property
- sale of intangible assets
- sale of business units
2. CASH ABSORBED BY - -
- purchases of investments
- purchases of tangible assets
- purchases of intangible assets
- purchases of business units
NET CASH GENERATED/ABSORBED BY INVESTMENT
ACTIVITIES - -
C. FINANCING ACTIVITIES - -
- issue/purchase of treasury quotas
- issue/purchase of equity instruments
- distribution of dividends and other allocations
NET CASH GENERATED/ABSORBED BY FINANCING
ACTIVITIES - -
NET CASH GENERATED/ABSORBED DURING THE YEAR 3,146 (374)

RECONCILIATION

12/31/2022 31/12/2021
Cash and cash equivalents at the beginning of the year 6,486 6,860
Total net liquidity generated/absorbed in the year 3,146 (374)
Cash and cash equivalents at the end of the year 9,632 6,486

The "Cash and cash equivalents" item includes the positive balance in the current bank account which is similar to cash equivalents.

NOTES TO THE FINANCIAL STATEMENTS

The EXPLANATORY NOTES to the Financial Statements include the following parts:

PART A - ACCOUNTING POLICIES

PART B – NOTES TO THE STATEMENT OF FINANCIAL POSITION

PART C – INFORMATION ON THE INCOME STATEMENT

PART D – OTHER INFORMATION

Each part of the Notes to the Financial Statements is divided into sections that explain every aspect of the management of the Company. The sections contain qualitative and quantitative information.

Quantitative information is provided, as a rule, through items and tables.

The tables have been prepared following models provided by regulations currently in force.

The financial statements have been prepared using the euro as the currency of account; the amounts shown in the financial statements are stated in euros, unless otherwise specified.

PART A - ACCOUNTING POLICIES

A.1 GENERAL PART

SECTION 1 – DECLARATION OF COMPLIANCE WITH INTERNATIONAL ACCOUNTING STANDARDS

Pursuant to the provisions of Article 4, paragraph 6 of Italian Legislative Decree 38 of February 28, 2005, the Company has prepared year-end financial statements in compliance with international financial reporting standards ("IAS/IFRS").

The acronyms IAS/IFRS refer to all the International Accounting Standards (IAS), all the International Financial Reporting Standards (IFRS), and all interpretations of the International Financial Reporting Interpretations Committee (IFRIC), previously called the Standing Interpretations Committee (SIC), that were approved by the European Commission up to December 31, 2022. In addition, the Company complied with the provisions of the "systematic framework for preparing and presenting financial statements" (Framework) especially with regard to the principle of the precedence of substance over form and the relevance and significance of information.

As in previous years, these financial statements are prepared using the formats required by the provisions relating to "The financial statements of IFRS Intermediaries other than banking intermediaries" of October 29, 2021. The Bank of Italy's Resolution of November 2, 2021 fully replaced that of November 30, 2018 and applies from the Financial Statements for the year ended or underway as at December 31, 2021.

With regard to segregated assets, reference has been made to the Bank of Italy's Resolution of December 15, 2015 (3rd update), given that the subsequent provisions mentioned above do not provide for the disclosure to be made for securitisation transactions.

These choices have been considered the most suitable in terms of providing information about the Company's financial position, financial performance and cash flows, necessary for users when making economic decisions and at the same time proven relevant, reliable, comparable and clear.

The Company exclusively carries out loan securitisations pursuant to Italian Law no. 130/99 and, in compliance with the mentioned Instructions issued by Bank of Italy, the securities issued and the other transactions carried out as part of its securitisation transactions, were recognised in the Notes to the financial statements rather than in the Balance Sheet.

The recognition of the financial assets and liabilities of the Special Purpose Vehicle in the notes to the financial statements is carried out, in accordance with the above-mentioned administrative provisions issued by the Bank of Italy pursuant to Article 9 of Legislative Decree 38/2005, in compliance with international accounting standards. This approach is also compliant with what is determined by Italian Law no. 130/1999, according to which the receivables relating to each transaction constitute assets segregated in all respects from those of the Company and those relating to other transactions.

For completeness, it is noted that, according to International Accounting Standards, the issue of accounting treatment of financial assets and/or groups of financial assets and financial liabilities arising in connection with securitisation transactions is still subject to in-depth study by the bodies in charge of interpreting the accounting standards issued.

SECTION 2 – GENERAL PREPARATION PRINCIPLES

The Financial Statements include the Statement of Financial Position, Income Statement, Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows and the Notes to the Financial Statements, and are accompanied by a Directors' Report on operations, the earnings achieved and the financial position of the Company.

The financial statements were prepared in accordance with the international accounting standards issued by the International Accounting Standards Board (IASB) and the respective interpretations issued by the IFRIC as approved by the European Union through December 31, 2022, and the provisions provided for by the Bank of Italy's Resolution of October 29, 2021, concerning the formats and the rules for the preparation of Financial Statements of financial intermediaries in accordance with the new standards issued in implementation of Article 9 of Legislative Decree no. 38 of February 28, 2005.

The annual financial statements were prepared with the intention of providing a true and fair view of the economic result for the year and the cash flows on a going concern basis (IAS 1 paragraph 25), in accordance with the accrual basis of accounting (IAS 1 paragraph 27 and 28) and in accordance with the presentation and classification of items in the financial statements (IAS 1 paragraph 29). The assets and liabilities, and the income and expenses, have not been subject to offsetting if not required or allowed by a standard or an interpretation (IAS 1 par. 32).

In preparing these financial statements, the Company has for the first time adopted certain accounting standards and amendments that are effective for financial years beginning on or after January 1, 2022, a list of which is provided below, noting that these changes have not materially affected the balance sheet or income statement amounts shown:

Amendments issued by the IASB on May 14, 2020 to:

o IFRS 3 Business Combinations: update the reference in IFRS 3 to the Conceptual Framework in the revised version, without resulting in any changes to the provisions of the standard;

o IAS 16 Property, Plant and Equipment: not allow the amount received from the sale of

goods produced before the asset was ready for use to be deducted from the cost of the fixed asset. These sales revenues and related costs will be recognised in profit or loss;

o IAS 37 Provisions, Contingent Liabilities and Contingent Assets: clarifies which cost items are to be considered when assessing whether a contract will be loss-making;

o Annual Improvements 2018-2020: changes are made to the following accounting principles: Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a first-time adopter, Amendment to IFRS 9 Financial Instruments – "Fees in the '10 per cent' test for derecognition of financial liabilities", IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases.

On October 28, 2022, ESMA published its Public Statement announcing the priorities for listed issuers to focus on when preparing their 2022 IFRS financial statements, with a particular focus on the impacts of climate-related issues, Russia's invasion of Ukraine and the macroeconomic environment in general.

CONSOB on May 19, 2022 published Warning Notice (no. 3/22): Conflict in Ukraine - Attention of supervised issuers on financial reporting and compliance with the EU's restrictive measures against Russia.

The following are the main accounting standards and interpretations endorsed by the European Union, but which are not applicable as of December 31, 2022 (as they are scheduled to come into force as of January 1, 2023) and for which the Group has not availed itself of early application in the cases provided for, if any:

• Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information (issued on December 9, 2021);

• Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction, issued on May 7, 2021;

• Amendments issued by the IASB on February 12, 2021:

• Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies;

• Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates;

• IFRS 17 Insurance Contracts (issued on May 18, 2017); including Amendments to IFRS 17 (issued on June 25, 2020).

Finally, below are the new standards, amendments and interpretations issued by the IASB, but not yet endorsed by the European Union:

• Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Classification of Liabilities as Current or Non-current - Deferral of Effective Date (issued on January 23, 2020 and July 15, 2020 respectively);

• Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on September 22, 2022).

The above mentioned amendments did not have any effects on these annual financial statements.

The amount from the previous year is indicated for all items on the Statement of Financial Position, the Income Statement, the Statement of Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows, for comparative purposes.

These Financial Statements are accompanied by the Directors' Report on Operations.

SECURITISATION TRANSACTIONS

The Company exclusively securitises loans in accordance with Italian Law No. 130, of April 30, 1999, and has recognised the financial assets acquired, securities issued and other transactions carried out as part of securitisation transactions in the notes to the financial statements in accordance with the provisions of Italian Law No. 130, of April 30, 1999, according to which the loans relating to each transaction constitute assets that are separate for all purposes segregated from those of the Company and from those of the other transactions.

The structure and form of the summary prospectus are in line with those provided for Financial Intermediaries, as per the provisions contained in the Resolution of December 15, 2015 issued by the Bank of Italy, although the same has been replaced by the Resolution of December 9, 2016, which removed from its scope any reference to the securitisation vehicle companies, as entities no longer qualifying as non-banking financial intermediaries, following the completion of the Reform of Title V, pursuant to Legislative Decree 141/2010 and its subsequent corrective decrees, the effects of which were translated into accounting terms by Legislative Decree 136/15 as nonbanking financial intermediaries. Please note that Section F of Part D "Other Information" of these Notes to the Financial Statements, no longer provided for by the aforesaid Resolution of December 9, 2016 as amended, has been retained in order to allow a complete disclosure of the transaction.

This approach is also in line with the provisions of Italian Law 130 of April 30, 1999, according to which "receivables relating to each transaction constitute assets segregated in all respects from those of the Company and those relating to other transactions".

As a result, the amounts related to securitisation transactions were not affected by the application of IAS/IFRS principles.

For completeness, it is noted that, according to International Accounting Standards, the issue of accounting treatment of financial assets and/or groups of financial assets and financial liabilities arising in connection with securitisation transactions is still subject to in-depth study by the bodies in charge of interpreting the accounting standards issued.

The accounting information and the qualitative and quantitative information relating to the securitisation transaction are highlighted in Part D, "Other information" of these Notes to the Financial Statements.

SECTION 3 – SUBSEQUENT EVENTS

Following 2022 year-end, the securitisation transaction management took place on the basis of the planned programme.

At the time this document was prepared, there were no new securitisation transactions planned by the Company.

SECTION 4 - OTHER MATTERS

Pursuant to Articles 13 and 16 of Italian Legislative Decree 39/2010, the financial statements of the Company are audited by Deloitte & Touche S.p.A., which was appointed by the shareholders' meeting of the Company to audit the accounts for the period 2019-2027.

A.2 MAIN FINANCIAL STATEMENT ITEMS

Described below there are the accounting standards that have been adopted for the preparation of these financial statements with reference solely to the items of the statement of financial position and income statement shown in the tables. Included for each item are the recognition criteria, the classification criteria, the valuation criteria, and the derecognition criteria.

ASSETS

SECTION 1 - CASH AND CASH EQUIVALENTS

RECOGNITION CRITERIA

Cash and cash equivalents are recorded at nominal value and consist of legal tender, including foreign banknotes and coins, as well as "on demand" receivables (current accounts and sight deposits) from banks.

CRITERIA FOR THE RECOGNITION OF INCOME AND EXPENSES

Interest income and expense related to on-demand receivables are classified in the following items of the income statement:

    1. interest and similar income
    1. interest and similar expense

DERECOGNITION CRITERIA

Cash and cash equivalents are derecognised when the receivable in question is sold, substantially transferring all the associated risks and benefits, when contractual rights expire or when the loan is considered definitely non-recoverable.

SECTION 10 - TAX ASSETS AND TAX LIABILITIES

RECOGNITION CRITERIA

Income tax, calculated in observance of the national tax laws, is posted as a cost and has the same accrual basis as the profits giving rise to it. The exception is tax relative to items charged or credited directly to Quotaholders' equity. Prepaid and deferred taxes are posted as open-balance items in the statement of financial position without offsetting entries. On the other hand, current taxes are offset, and the related balance is reported in the appropriate item.

CLASSIFICATION CRITERIA

This item includes current and deferred tax assets and liabilities concerning items governed by IAS 12.

ASSESSMENT CRITERIA

Deferred tax assets and liabilities are determined on the basis of the temporary differences between the book value of an asset or liability and its recognised value for tax purposes, assuming the tax rates that are expected to apply in the year when the tax asset will be realised or when the tax liability will be extinguished, on the basis of the tax rules in force or in any case in force de facto at the time of their recognition. The inclusion of deferred tax assets is subject to the reasonable expectation of their recoverability.

CRITERIA FOR THE RECOGNITION OF INCOME AND EXPENSES

Accounting for the current and deferred tax effects of a transaction or other event must be consistent with the way the transaction or other effects are themselves accounted for.

Current and deferred tax is recognised as income or an expense and included in profit or loss for the year, unless the tax arises from:

  • a transaction or event, in the same fiscal year or another, recognised directly in the Quotaholders' equity, or
  • a business combination.

Tax expenses (or income) related to profits or losses from ordinary operations are set out in the Income Statement in item 270 "Income tax for the year on continuing operations".

DERECOGNITION CRITERIA

Deferred taxes are derecognised at the time of their recovery.

SECTION 12 – OTHER ASSETS

RECOGNITION CRITERIA

Reference should be made to the item "Financial assets measured at amortised cost".

CLASSIFICATION CRITERIA

Included are all receivable items not attributable to other items, including receivables with segregated assets for the hedging of costs borne for the operation of the special purpose vehicle, and other assets. Receivables of a tax-related nature that are not governed by IAS 12 are also included.

ASSESSMENT CRITERIA

Following first-time recognition, other assets are valued at amortised cost. When preparing any financial statements the existence is verified of objective evidence of impairment or nonrecoverability.

DERECOGNITION CRITERIA

Reference should be made to the item "Financial assets measured at amortised cost".

LIABILITIES

SECTION 8 – OTHER LIABILITIES

RECOGNITION CRITERIA

These are recognised when the Company becomes a party to contractual clauses, and consequently has a legal obligation to pay out cash flows.

Initial recognition is at nominal value.

CLASSIFICATION CRITERIA

Included are payables not attributable to other items, which include trade payables.

ASSESSMENT CRITERIA

Short-term liabilities for which the time factor is negligible are measured at their original value.

DERECOGNITION CRITERIA

Other liabilities are derecognised when past-due or extinguished.

INCOME STATEMENT

COSTS AND REVENUE

Costs are posted to the income statement when there is a decrease in future economic benefit involving a decrease in assets or an increase in liabilities for which the value can be determined reliably. Costs are recognised in the income statement on the basis of a direct association between the costs incurred and the obtainment of specific revenue items (correlation between costs and revenue). All costs related to securitisation processes are charged directly to the securitisation transaction.

Revenue is posted to the income statement when there is an increase in future economic benefit entailing an increase in assets or a decrease in liabilities that can be determined reliably. This means that the posting of a revenue item takes place simultaneously with the posting of increases in assets or decreases in liabilities.

In consideration of the exclusive nature of the business activity engaged in by the Company, the operating expenses incurred are charged to the segregated assets, to the extent of what is necessary to ensure the Company's economic breakeven. This amount is classified among other operating income.

A.3 DISCLOSURE ON TRANSFERS BETWEEN FINANCIAL ASSET PORTFOLIOS.

Based on the Company's business and entries in its Statement of Financial Position, this part of the Notes to the Financial Statements does not apply.

A.4 DISCLOSURE ON FAIR VALUE

Based on the Company's proprietary business and the line items on its statement of financial position, this section of the Notes to the Financial Statements does not apply. With regard to information on the fair value of financial assets and liabilities for purposes of comparison with their book value, the disclosure exemption provided by paragraph 29 of IFRS 7 is used, since the book value of assets and liabilities shown in the financial statements reasonably approaches their fair value. Consequently no information is provided on the fair value hierarchy.

A.5 DISCLOSURE OF "DAY ONE PROFIT/LOSS"

Based on the Company's business and entries in its Statement of Financial Position, this part of the Notes to the Financial Statements does not apply.

PART B - NOTES TO THE STATEMENT OF FINANCIAL POSITION

ASSETS

SECTION 1 - CASH AND CASH BALANCES - ITEM 10

1.1 BREAKDOWN OF ITEM 10 "CASH AND CASH EQUIVALENTS"

This item shows the balance of the current account opened with Monte dei Paschi di Siena S.p.A. for €9,632, where the sums paid by quotaholders for the constitution of the quota capital have been deposited.

SECTION 10 – TAX ASSETS AND LIABILITIES – ASSET ITEM 100 AND LIABILITY ITEM 60

10.1 TAX ASSETS: CURRENT AND PREPAID: BREAKDOWN

There are no tax assets.

10.2 TAX LIABILITIES: CURRENT AND DEFERRED: BREAKDOWN

12/31/2022 12/31/2021
a) current: 2,274 28
- current corporate income tax 2,274 28
Total 2,274 28

SECTION 12 – OTHER ASSETS – ITEM 120

12.1 OTHER ASSETS: BREAKDOWN

12/31/2022 12/31/2021
Receivables for recovery of expenses from segregate assets 47,254 69,945
VAT advance payments - 8,842
Total other a
ssets
47,254 78,787

LIABILITIES SECTION 8 – OTHER LIABILITIES – ITEM 80

8.1 OTHER LIABILITIES: BREAKDOWN

12/31/2022 12/31/2021
Trade payables 31.693 11.128
Sundry payables 374 374
Invoices to be received 10.908 62.074
Payables to the Tax Authorities 1.637 1.697
Payables to Servicer - -
Total other l
iabilities
44.612 75.273

The item "Invoices to be received" represents the amount of invoices received after December 31, 2022 or for which the arrival is certain, not settled for 2022 and related mainly to remuneration for the audit company and for the activity of the Corporate Service Provider.

"Sundry payables" are payables of various kinds.

SECTION 11 - SHAREHOLDERS' EQUITY - ITEMS 110, 120, 130, 140, 150, 160 AND 170

11.1 CAPITAL: BREAKDOWN

12/31/2022 12/31/2021
1 Capital 10,000 10,000
1.2 Other quotas 10,000 10,000
10,000 10,000

The quota capital of €10,000 was wholly subscribed and fully paid in as at the date of these financial statements.

The Financial Statements, as at December 31, 2022, with reference to the Proposal for the allocation of profit or the coverage of loss, ended with a break-even result.

IMPRESA TWO S.R.L. PART C – INFORMATION ON THE INCOME STATEMENT

SECTION 1 – INTEREST - ITEMS 10 AND 20

1.1 INTEREST INCOME AND SIMILAR REVENUES: BREAKDOWN

Items/Type Debt securities Loans Other 12/31/2022 12/31/2021
1. Financial assets measured at fair value through profit or loss
1.1
Financial assets held for trading
1.2
Financial assets designated at fair value
1.3
Financial assets obligatorily valued at fair value
2. Financial assets measured at fair value with impact on comprehensive
income
X
3. Financial assets measured at amortised cost - - -
3.1
Loans and receivables with banks
- X - -
3.2
Receivables from financial companies
- X - -
3.3
Loans and receivables with customers
- X - -
4. Hedging derivatives X X
5. Other assets X X
- financial leasing
- from factoring
- guarantees and commitments
- other loans and receivables
X X
6. Financial liabilities X
Total - - - - -
of which: interest income from impaired financial assets

1.3 INTEREST EXPENSES AND SIMILAR CHARGES: BREAKDOWN

Items/Type Payables Securities Other 12/31/2022 12/31/2021
1. Financial liabilities at amortised cost (1) -
1.1 Deposits from banks (1) X X (1) -
1.2 Payables from financial companies X X
1.3 Deposits from customers X X
1.4 Debt securities in issue X X
2. Financial liabilities held for trading
3. Financial liabilities designated at fair
4. Other liabilities X X - - -
5. Hedging derivatives X X
6. Financial assets X X X
Total - - - (1) -
of which: interest expenses related to leasing debts

SECTION 10 – ADMINISTRATIVE EXPENSES - ITEM 160

10.1 STAFF COSTS: BREAKDOWN

Items/Sectors 12/31/2022 12/31/2021
1. Personnel employed - -
a) salaries and wages
b) social security costs
c) staff severance pay
d) pensions
e) allocation to staff severance pay
f) provision for retirements and similar provisions:
- defined contribution
- defined benefit
g) payments to external pension funds:
- defined contribution
- defined benefit
h) other expenses
2. Other working staff - -
3. Directors and Statutory Auditors (17,187) (17,068)
4. Employees on sabbatical - -
5. Recovery of expenses for employees of the Company
seconded to other entities - -
6. Reimbursements of expenses for employees of other entities
seconded to the Company - -
Total (17,187) (17,068)

10.2 AVERAGE NUMBER OF EMPLOYEES BY CATEGORY

The Company does not have employees in its organisation.

10.3 OTHER ADMINISTRATIVE EXPENSES: BREAKDOWN

12/31/2022 12/31/2021
Administrative services (32,672) (31,720)
Audit costs (40,032) (36,961)
Revenue stamps (16) (16)
Legal and notarial expenses (39,941) (40,220)
Bank charges (268) (269)
Other administrative costs (3,720) (6,140)
Indirect taxes and duties (533) (533)
- Government concession tax (310) (310)
- Chamber of Commerce registration certificate; (123) (123)
- Stamp duty (100) (100)
Total (117,182) (115,859)

SECTION 14 – OTHER INCOME AND OPERATING EXPENSES – ITEM 200

14.2 OTHER OPERATING INCOME: BREAKDOWN

12/31/2022 12/31/2021
Recovery of expenses from segregated assets 136,644 132,899
Total 136,644 132,899

The "Recovery of expenses from segregated assets" item refers to a charge back to segregated assets of expenses borne by the special purpose vehicle, to the extent of what is necessary to ensure economic stability for the Company, in consideration of the exclusive nature of its operating activity.

SECTION 19 – INCOME TAX FOR THE YEAR ON CONTINUING OPERATIONS - ITEM 270

19.1 TAXES ON INCOME FROM CURRENT OPERATIONS: BREAKDOWN

12/31/2022 12/31/2021
1.
Current tax
(2,274) 28
2.
Change in current tax from previous year
- -
3.
Reduction in current tax for the year
- -
3. bis
Reduction in current taxes for the year due to tax credits pursuant
- -
to Italian Law 214/2011 (+)
4.
Change in prepaid tax
- -
5.
Change in deferred tax
- -
6.
Taxes pertaining to the year (-) (-1+/-2+3+3bis+/-4+/-5)
(2,274) 28

19.2 RECONCILIATION BETWEEN THEORETICAL TAX CHARGES AND EFFECTIVE EXPENSE

Component / Amounts 12/31/2022 12/31/2021
Profit (loss) from continuing operations before tax
(item 260
(2,274) 28
Theoretical tax rate 24.00% 24.00%
Theoretical tax 546 (7)
1. Different tax rates
2. Non-taxable income - permanent differences
3. Non-deductible expenses - permanent differences (2,274) 28
4. IRAP tax
5. Prior years and changes in tax rates
a) effects on current taxes
- losses carried forward
- other effects of previous years
b) effects on deferred taxes
- changes in tax rates
- new taxes incurred (+) previous taxes revocation (-)
6. Valuation adjustments and non-recognition of prepaid/deferred tax
- write-downs of assets due to prepaid tax
- recognition of assets for prepaid tax
- non-recognition of assets for prepaid tax
- non-recognition of prepaid/deferred tax according to
IAS 12.39 and 12.4
7. Valuation of associates
8. Other differences (546) 7
Income tax posted to the income statement (2,274) 28

SECTION 21 – INCOME STATEMENT: FURTHER INFORMATION

21.1 - BREAKDOWN OF INTEREST INCOME AND COMMISSION INCOME

There is no interest or commission income attributable to the types indicated in the table in this section.

PART D – OTHER INFORMATION

SECTION 1 – SPECIFIC REFERENCES ON THE BUSINESS ACTIVITY

F. LOAN SECURITISATION

The amount of performing loans acquired as at the assignment date of November 11, 2019 was as follows:

Book value 11,066,308,880
Purchase value 11,066,308,880
  • SECURITIES ISSUED

On November 11, 2019 the Company issued securities denominated in euros with the following characteristics:

Nominal value in
Class ISIN Type End date Interest
A IT0005389520 Senior 7.746.400.000 2061 Quarterly Euribor 3 m + 0.65%
B IT0005389538 Junior 3.319.908.880 2061 Quarterly 2.50%
TOTAL 11.066.308.880
(amounts in €)
Balance as at Balance as at
December 31, 2022 December 31, 2021
A. SECURITISED ASSETS 10.352.713.056 10.441.648.883
A.1) Loans and receivables 10.352.713.056 10.441.648.883
B. USE OF CASH AND CASH EQUIVALENTS
ARISING FROM LOAN MANAGEMENT 1.688.096.727 1.717.146.425
B.3) Others
a) Cash in current account 1.338.697.470 1.320.414.475
b) Other assets 349.399.257 396.731.950
C. SECURITIES ISSUED 11.066.308.880 11.066.308.880
C.1) Class A securities 7.746.400.000 7.746.400.000
C.2) Junior class securities 3.319.908.880 3.319.908.880
D. FINANCING RECEIVED - -
E. OTHER LIABILITIES 974.500.903 1.092.486.428
E.1) Other liabilities 974.500.903 1.092.486.428
Difference (A+B-C-D-E) - -
F. INTEREST EXPENSE ON SECURITIES ISSUED 135.370.687 109.615.138
Interest on Class "A" and "Junior" securities 135.370.687 109.615.138
G. FEES AND COMMISSIONS BORNE BY THE
TRANSACTION 4.124.930 2.523.349
G.1) For servicing 3.403.185 1.637.837
G.2) For other services 721.745 885.512
H. OTHER CHARGES 226.933.816 143.664.828
H.1) Other interest expense - -
H.2) Loan write-downs 59.748.216 143.480.062
H.3) Other charges 167.185.600 184.766
INTEREST GENERATED BY SECURITISED
I. ASSETS 222.523.397 208.469.086
L. OTHER REVENUES 143.906.036 47.334.229
L.1) Interest income from 507.733 10.635
L.2) Write-backs on loans 141.152.559 41.161.962
L.3) Other revenues 2.245.744 6.161.632
Difference (F+G+H-I-L) - -

F. 1 - SUMMARY TABLE OF SECURITISED ASSETS AND SECURITIES ISSUED

As of December 31, 2022, total costs amounted to €199,514,647 and total revenues amounted to €366,429,433, thus resulting in a negative difference of €166,914,786, which was allocated in part to "Decrease in Evidence of Future Losses" under item "H.3) Other Charges", while on the balance sheet level, this amount was allocated to increase the balance of Receivables from Securities Underwriters under item "B.3) Other Assets" for €113,766,903. The remaining amount of €53,147,883 was allocated to the "Future Amounts Transfer Provision" under item "H.3) Other Charges", while in the balance sheet this amount was allocated to the "Future Amounts Transfer Provision" under item "E) Other Liabilities".

VALUATION CRITERIA USED TO PREPARE THE SUMMARY TABLE

The structure and form of the summary prospectus are in line with those envisaged for Financial Intermediaries, as per the provisions contained in the Order issued by the Bank of Italy on December 15, 2015, replaced by the Resolution of December 9, 2016. It should be noted that Section F, which is no longer required by the aforementioned Resolution of December 9, 2016, has nevertheless been retained in order to allow for full disclosure of the transaction with comparisons against the previous year.

SECURITISED ASSETS

Loans are recorded at the purchase value, less any write-down to align it to the estimated realisable value, based on information provided by the Servicer.

USE OF CASH AND CASH EQUIVALENTS ARISING FROM LOAN MANAGEMENT

Current account available funds and loans are stated at their nominal value and valued at their estimated realisation amount.

The determination of prepaid expenses and accrued income has been made according to accrual basis criteria.

OTHER LIABILITIES

Payables are posted at their nominal value.

The determination of prepaid expenses and accrued income has been made according to accrual basis criteria.

INTEREST, FEES AND COMMISSIONS, EXPENSES AND OTHER REVENUES

Costs and revenues concerning assets and issued securities, interest, fees and commissions, income and expenses arising from the securitisation transactions are recorded on the principle of accrual.

TAXES AND DUTIES

It is noted that, as specified in the Agenzia delle Entrate Circular no. 8/E of February 6, 2003 regarding the tax treatment of the segregated assets of a special purpose vehicle, the economic results deriving from the management of the securitised assets during the course of implementing the transactions do not fall under the available funds of the Company. The required allocation of "segregated" assets in principle excludes possession of the respective income for tax purposes.

It follows that during the transaction, the special purpose vehicle does not have such asset flows available in any manner either legally or for tax purposes, and it is only upon its completion, after all creditors have been paid, that any surplus may be included in its available funds if so stipulated in the deal.

DERIVATIVES CONTRACTS

Financial derivative instruments entered into to hedge the flows resulting from the securitisation transaction are recorded at cost.

Interest rate swap contract differentials are recorded under income and expenses on an accrual basis.

COMPOSITION OF THE ITEMS SHOWN IN THE SUMMARY TABLE

12/31/2022 12/31/2021
A. SECURITISED ASSETS 10,352,713,056 10,441,648,883

They are represented by the net value of outstanding loans, specifically:

Gross Exposure Adjustments to value Net exposure
(a) (b) (a-b)
12/31/2022 12/31/2021 12/31/2022 12/31/2021 12/31/2022 12/31/2021
A. Acquired assets
Performing exposures 10,385,895,928 10,452,572,729 149,178,058 205,634,217 10,236,717,870 10,246,938,512
d) Performing past due 239,669,082 78,497,511 6,655,495 2,708,696 233,013,587 75,788,815
b) Other performing 10,146,226,846 10,374,075,218 142,522,563 202,925,521 10,003,704,283 10,171,149,697
Impaired exposures 174,966,311 314,339,394 58,971,125 119,629,023 115,995,186 194,710,371
d) Impaired past due 16,395,219 6,841,068 2,011,566 1,537,215 14,383,653 5,303,853
b) Unlikely to pay 138,472,349 287,708,883 48,521,505 105,942,292 89,950,844 181,766,591
c) Non-performing 20,098,743 19,789,443 8,438,054 12,149,516 11,660,689 7,639,927
Total 10,560,862,239 10,766,912,123 208,149,183 325,263,240 10,352,713,056 10,441,648,883

Adjustments to value on securitised loans are made on the basis of the loan valuations provided by the Servicer processed on the basis of recovery forecasts.

12/31/2022 12/31/2021
B. USE OF CASH AND CASH EQUIVALENTS ARISING
FROM LOAN MANAGEMENT 1,688,096,727 1,717,146,425

This includes:

B.3 a) Cash in current account 1,338,697,470 1,320,414,475
Transaction Account 1,192,498,540 1,174,310,068
General Expenses Account 21,564 14,915
Service Expenses Account 458,244 482,547
Payment Account 13,690 -
Cash Reserve Account 116,454,063 116,196,000
Renegotiation Reserve Account 29,251,369 29,410,945
B.3 b) Other assets 349,399,257 396,731,950
Accrued interest on financing 8,101,334 6,774,659
Receivables from subscribers of Junior
securities - 113,766,903
Amounts to be recognised in the collection account 341,157,058 276,184,549
Withholding tax receivables 137,865 5,839
Receivables with SPV - -
Others 3,000 -
Total 1,688,096,727 1,717,146,425

The "Amounts to be recognised in the collection account" constitute revenue that has yet to be identified exactly to which credit should be allocated.

"Receivables from junior security subscribers" represent the accumulated negative result from the management of the segregated portfolio in previous years and in 2022.

IMPRESA TWO S.R.L.
12/31/2022 12/31/2021
C. SECURITIES ISSUED 11,066,308,880 11,066,308,880
This includes:
Class A securities 7,746,400,000 7,746,400,000
Class B securities 3,319,908,880 3,319,908,880
Total 11,066,308,880 11,066,308,880
12/31/2022 12/31/2021
E. OTHER LIABILITIES 974,500,903 1,092,486,428

This includes:

Payables to Originator 829,240,066 948,556,441
Trade payables 73,809 35,780
Invoices to be received 1,345,320 794,285
Future Amounts Transfer Provision 53,147,883 -
Payables for unpaid interest on junior securities 70,925,458 138,606,232
Payables to the Tax Authorities 9,894 1,518
Accrued interest expenses on securities 19,710,969 4,422,131
Payables to Special Purpose Vehicle 47,254 69,945
Other miscellaneous liabilities 250 96
Total 974,500,903 1,092,486,428

"Payables to Originators" represent payables for the purchase of the portfolio in the 2021 financial year.

The "Future Amounts Transfer Provision" represents the net positive component of the results produced by the management of the segregated assets since inception. This fund is allocated at the end of management to any remuneration of Junior Securities.

12/31/2022 12/31/2021
F. INTEREST EXPENSE ON SECURITIES ISSUED 135,370,687 109,615,138

This refers to:

Interest on Class A securities 35,602,163 5,934,186
Interest on Class B securities 84,150,468 84,150,468
Interest on Purchase Price 15,618,056 19,530,484
Total 135,370,687 109,615,138

Interest on class B securities represents the amounts accrued during 2022 as compensation for these securities.

Interest on Purchase Price represents the interest accrued against the initial purchase price.

IMPRESA TWO S.R.L.
12/31/2022 12/31/2021
G. FEES AND COMMISSIONS BORNE BY THE
TRANSACTION
4,124,930 2,523,349

These consist of:

G.1) Servicing 3,403,185 1,637,837
G.2) Other services: 721,745 885,512
Fees for computation agent 9,760 9,760
Fees for Noteholders' Representative 15,590 15,018
Commissions for Agent Bank and Paying Agent 615,612 784,365
Rating Agency Commissions 57,861 55,600
Stichting Commissions 3,933 3,827
Other fees and commissions 18,989 16,942
Total 4,124,930 2,523,349
12/31/2022 12/31/2021
H. OTHER CHARGES 226.933.816 143.664.828
This includes:
H.1) Other interest expense - -
Differential on swaps - -
H.2) Loan write-downs 59.748.216 143.480.062
Write-downs 59.748.216 143.480.062
H.3) Other Charges 167.185.600 184.766
Reimbursement of expenses to Special Purpose Vehicle 136.644 132.899
Revenue stamps 64 32
Revenue stamp duty 126 126
Other operating expense 1.119 686
Legal - Notarial - Expert witness report (CTU) expenses 132.861 51.023
Future Amounts Transfer Provision 53.147.883 -
Decrease in evidence of future losses 113.766.903 -
Total 226.933.816 143.664.828

The "Reimbursement of expenses to special purpose vehicle" item refers to the company passing on the special purpose vehicle's costs needed to support its operation.

12/31/2022 12/31/2021
I. INTEREST GENERATED BY SECURITISED 222,523,397 208,469,086
ASSETS

This includes:

Write-backs on interest for late payment 107,989 24,907
Write-downs and losses on interest for late payment (336,227) (10,467)
Interest for late payment on financing instalments 627,693 278,832
Interest on financing instalments 222,123,942 208,175,814
IMPRESA TWO S.R.L.
12/31/2022 12/31/2021
L. OTHER REVENUES 143,906,036 47,334,229
This includes: - -
L.1) Interest income 507,733 10,635
Interest on current account 507,733 10,635
L.2) Write-backs on loans 141,152,559 41,161,962
- Write-backs 141,152,559 41,161,962
L.3) Other revenues 2,245,744 6,161,632
Evidence of future losses - 2,462,773
Fees, remuneration and recovery of expenses on
mortgage
2,245,744 3,698,859
Allowances / Rounding of Assets - -
Total 143,906,036 47,334,229

The item "Evidence of future Losses" represents the negative result for the year arising from the management of segregated assets.

QUALITATIVE INFORMATION

F.2 - DESCRIPTION OF THE TRANSACTION AND ITS PERFORMANCE

From its establishment until December 31, 2022, the Company has carried out one securitisation transactions pursuant to Italian Law 130/1999. The essential details of the transaction are as follows:

As part of a unitary securitisation transaction pursuant to Italian Law 130, by virtue of a contract of assignment of receivables, "identifiable en bloc" pursuant to the combined provisions of Articles 1 and 4 of Italian Law 130, concluded on October 11, 2019, the Company acquired without recourse from UniCredit S.p.A. receivables (for principal, interest, including interest on arrears, accessories, expenses, further damages, indemnities and anything else) arising from loan agreements to small and medium-sized enterprises that met the criteria published in a notice in the Official Gazette.

The total price of the credits purchased was €11,066,380,880.

F.3 - PARTIES INVOLVED

The principal parties involved in the securitisation transaction are the following:

POSITION HELD PARTY INVOLVED
Issuer IMPRESA TWO S.r.l.
Originator, Transferor, Account Bank and Servicer UniCredit S.p.A.
Master Servicer, Corporate Services Provider doNext S.p.A formerly Italfondiario S.p.A.
Paying Agent, Custodian Bank BNP Paribas S.A. Italy Branch
Computation Agent Capital and Funding Solutions S.r.l.
Representative of the Noteholders, Back Up Servicer
Facilitator
Banca Finanziaria Internazionale S.p.A. (formerly Securitisation
Services S.p.A.)

The main relationships and obligations between the company Impresa Two S.r.l. and the companies UniCredit S.p.A. (Originator and Transferor) and the other parties involved in the securitisation transaction are governed by specific agreements and can be summarised as follows:

  • In the loan purchase agreement, the Transferor company undertook to the Transferee company to make an en bloc and without recourse transfer of loans classified as performing loans that meet the eligibility requirements provided for in the purchase agreement;
  • In the Servicing contract, Impresa Two S.r.l. conferred a mandate on UniCredit S.p.A., the Servicer, to carry out the collection of the loans transferred pursuant to Italian Law 130 of April 30, 1999.
  • Under the Master Servicing contract, the Company appointed Italfondiario (formerly doNext S.p.A.) to manage the role of Corporate Servicer Provider.
  • As of the issue date, the securities were fully subscribed by UniCredit S.p.A.

F.4 – FEATURES OF THE SECURITIES ISSUED

To finance the purchase of the loan portfolio, on November 11, 2019, Impresa Two S.r.l issued securities denominated in euros with the following characteristics:

Series and Class B
class Class A
ISIN IT0005389520 IT0005389538
Currency Euro Euro
Amount 7,746,400,000 3,319,908,880
Benchmark Euribor 3 months + 0.65%. 2.50%
Coupon Quarterly Quarterly
Contractual 2061
maturity 2061
Moody's Unlisted
rating (upon
issue and at Aa3(sf)/Aa3(sf)
the year-end)
DBRS rating Unlisted
(upon issue
and at the A(low)/A(low)
year-end)
Pricing Luxembourg Stock Exchange Luxembourg Stock Exchange

The securities were subscribed at issue by UniCredit S.p.A.

The servicing of the securities issued, in terms of interest and principal, is ensured solely by the proceeds from the loan portfolio financed by the Company with the issue of the securities themselves. Receipts from credit management are pledged in favour of bondholders in accordance with Italian Law No. 130/99.

Redemption of securities and payment of interest shall take place, subject to the availability of funds and in accordance with the contractually agreed order of priority of payments, quarterly on the Interest Payment Dates (January 20 - April 20 - July 20 - October 20).

F.5 – INCIDENTAL FINANCIAL TRANSACTIONS

There are no incidental financial transactions to the securitisation.

F.6 – THE VEHICLE'S OPERATING POWER

The Company, as Transferee and Issuer, has operational powers which are limited by its Bylaws. In particular, Article 3 establishes that:

"The sole purpose of the Company is carry out one or more loan securitisation transactions pursuant to Italian Law 130 of April 30, 1999, through the acquisition of both existing and future monetary loans and receivables for consideration by the Company or any other company incorporated pursuant to Italian Law 130/99, financed by the issue of securities (by the Company or any other company incorporated pursuant to Italian Law 130/99), as referred to in Article 1, paragraph 1(b) of Italian Law 130/1999. In accordance with the aforementioned law, the loans and receivables related to each securitisation transaction represent assets that, for all intents and purposes, are segregated from those of the Company and those related to other transactions. No action may be carried out with respect to those assets by any creditors other than holders of the securities issued to finance the purchase of the aforesaid loans and receivables.

Within the limits permitted by the provisions of Italian Law 130/1999, the Company may carry out accessory transactions, to be entered into for the proper conclusion of securitisation transactions it has engaged in, or those otherwise instrumental to the attainment of its company purpose, as well as transactions to reinvest in other financial assets funds derived from managing the acquired loans that are not immediately employed to satisfy rights deriving from the aforesaid securities.

QUANTITATIVE INFORMATION

F.7 - LOAN-RELATED FLOW DATA

Changes in the securitised portfolio from the beginning of operations up to December 31, 2022 may be summarised as follows:

Operations Total amounts from the beginning
2022 portfolio management as at
Description / Category 12/31/2021
A. Net initial exposure 10,441,648,883 10,220,552,811
B. Increases 5,139,392,575 4,712,054,518
B.1) Write-backs 141,241,753 41,161,963
B.2) Interest accrued on instalments 222,123,943 208,175,819
B.3) Late-payment interest accrued 627,694 278,833
B.4) Transfers from other categories
- performing exposures 206,663,807 329,372,792
- impaired past due 41,647,725 18,406,038
- non-performing loans 82,067 10,156
- unlikely to pay 54,564,981 35,163,184
- doubtful loans - -
B.5) Other increases 250,615,164 55,322,443
B.6) Purchase of credit portfolios 4,221,825,441 4,024,163,290
C. Decreases 5,228,328,402 4,490,958,446
C.1) Collections 4,553,742,489 3,875,123,859
C.2) Valuation write-downs 60,003,920 143,480,063
C.3) Net losses - -
C.4) Transfer to other categories
- performing exposures 16,675,385 31,271,913
- impaired past due 57,139,004 26,535,877
- non-performing loans 44,526,242 9,421,262
- unlikely to pay 184,617,950 315,723,119
- doubtful loans - -
C.5) Other decreases 311,623,412 89,402,353
C.6) Disposals - -
D. Net final exposure 10,352,713,056 10,441,648,883

F.8 - CHANGE IN PAST-DUE LOANS

Description / Category Non-performing
exposures
Unlikely
to pay
impaired Non performing Total amounts as at
12/31/2022
12/31/2021
A. Net initial exposure 7.639.928 181.766.591 5.303.853 194.710.372 55.061.228
B. Increases 61.460.634 268.205.756 58.239.517 387.905.907 408.165.773
B.1) Write-backs 7.462.721 76.808.424 511.970 84.783.115 41.182.601
B.2) Interest accrued on instalments - 5.715.870 550.983 6.266.853 6.934.174
B.3) Late-payment interest accrued 342.446 313.776 6.561 662.783 312.436
B.4) Transfers from other categories
- performing exposures 1.228.488 148.376.594 57.058.725 206.663.807 329.372.792
- impaired past due 1.275.258 36.241.356 - 37.516.614 13.703.382
- non-performing loans - - - - 1.086
- unlikely to pay 42.022.496 - 80.278 42.102.774 8.602.997
B.5) Other increases 9.129.225 749.736 31.000 9.909.961 8.056.305
B.6) Purchase of credit portfolios - - - - -
C. Decreases 57.439.873 360.021.503 49.159.717 466.621.093 268.516.630
C.1) Collections 1.076.518 29.746.414 3.112.806 33.935.738 43.619.760
C.2) Valuation write-downs (3.087.740) 23.455.723 4.399.187 24.767.170 81.915.140
C.3) Net losses - - - - -
C.4) Transfer to other categories
- performing exposures 82.067 12.462.207 4.131.111 16.675.385 31.271.913
- impaired past due - 80.278 - 80.278 356.728
- non-performing loans - 42.022.496 1.275.258 43.297.754 8.965.863
- unlikely to pay - - 36.241.355 36.241.355 12.984.874
C.5) Other decreases 59.369.028 252.254.385 - 311.623.413 89.402.352
C.6) Disposals - - - - -
D. Net final exposure 11.660.689 89.950.844 14.383.653 115.995.186 194.710.371

F.9 - CASH FLOWS

Cash flows can be summarised as follows:

12/31/2022 12/31/2021
Opening cash balance 1,320,414,475 1,708,212,223
Increases 4,554,118,256 3,875,131,729
Collections
From loans in the portfolio 4,553,742,489 3,875,123,859
From interest accrued on bank accounts 375,767 7,870
For differentials on derivative contracts - -
Transit items - -
Decreases 4,535,835,261 4,262,929,477
Payments
For interest on purchase price 14,435,981 38,599,041
For interest on securities 173,326,642 46,095,584
Other payments 4,348,072,638 4,178,234,852
Transit items - -
Closing cash balance 1,338,697,470 1,320,414,475

The overall trend of collections in 2022 was determined, as usual, by various components, the main ones being repayment of amortising instalments, revenues from early repayments, recovery of defaulted loans and the exercise of repurchase and exclusion options.

With reference to the amortising instalments only, compared to the estimated collections at the beginning of 2022, the collections achieved were 7.26% superior, also due to the sales of receivables (subsequent to the first) during 2022 (revolving plan) by the Originator.

The impact of early repayments and the amounts recovered on impaired loans, compared with the initial amount of the securitised portfolio, is about 43.09% lower than the figure for the previous financial year. In particular, collections against recoveries of defaulted loans were 283.82% superior, in part due to the effect of repurchases of transactions in default commenced in 2022 while early repayments decrease, also with respect to the previous year, by about -47.38%.

Considering all the inflow components above, revenues for 2022 were in any case higher (+42.65%) than initially forecast, based only on the loan repayment component.

In the coming year, we expect to collect approximately €3.18 billion (principal and interest) deriving from loans in the portfolio, based on a projection of the provisional mortgage amortisation schedules.

F.10 - GUARANTEES AND LIQUIDITY LINES

At the date of these financial statements, there were no guarantees or liquidity lines.

F.11 - BREAKDOWN BY RESIDUAL LIFE

The residual life of the securitised loans is shown below:

Residual life 12/31/2022 12/31/2021
Up to 3 months 1,053,357,007 979,429,432
From 3 months to 1 year 2,401,497,209 2,300,727,589
From 1 to 5 years 6,024,168,940 6,111,633,463
More than 5 years 873,689,900 1,049,858,399
Net value 10,352,713,056 10,441,648,883

The residual life of issued securities is shown below:

Residual life 12/31/2022 12/31/2021
Up to 3 months
From 3 months to 1 year
From 1 to 5 years
More than 5 years 11,066,308,880 11,066,308,880

With regard to the redemption of securities, it should be noted that there is no prearranged redemption plan, but that it depends on the collections on receivables realised in each collection period. This redemption shall be made sequentially based on the Payment Priority Order established contractually.

The receivables in item B "Allocation of available funds deriving from the management of loans and receivables" and the payables in item E "Other liabilities" of the "Summary table of securitised assets and securities issued" all have a maturity of less than three months.

F.12 - BREAKDOWN BY LOCATION

IMPRESA TWO S.R.L.
SECURITISED ASSETS Amount (2022) Amount (2021)
Italy 10,352,708,454 10,441,435,556
Eurozone countries 4,602 213,327
Net exposure 10,352,713,056 10,441,648,883

F.13 - RISK CONCENTRATION

At December 31, 2022
Amount ranges Number of
positions
% positions Net amount % Amount
€0 - 25,000 98,371 39.9% 1,249,093,374 12.1%
€25,001 - 75,000 84,561 34.3% 1,617,327,816 15.6%
€75,001 - 250,000 48,822 19.8% 2,635,997,961 25.5%
More than €250,000 14,599 5.9% 4,850,293,905 46.9%
TOTAL 246,353 100.0% 10,352,713,056 100.0%

No positions exceeding 2% of the total loans in the portfolio were reported.

SECTION 3 - INFORMATION ON SHAREHOLDERS' EQUITY

3.1 SHAREHOLDERS' EQUITY

3.1.1 QUALITATIVE INFORMATION

In accordance with the provisions of Article 3 of Law 130/1999, the Company is incorporated as a limited liability company and has a share capital of €10,000.

In consideration of the Company's exclusive purpose, it pursues the goal of preserving its equity over time, and is reimbursed for its operating expenses out of the segregated assets.

3.1.2 QUANTITATIVE INFORMATION

3.1.2.1 SHAREHOLDERS' EQUITY: BREAKDOWN

Items/Values 12/31/2022 12/31/2021
1. Capital 10,000 10,000
2. Share premium reserve
3. Reserves
- from profits
a) legal
b) statutory
c) treasury quotas
d) other
- other
4. (Treasury quotas)
5. Valuation reserves
- Available for sale financial assets
- Property, equipment and investment property
- Intangible assets
- Hedges of foreign investments
- Cash-flow hedges
- Exchange-rate differences
- Non-current assets and disposal groups held for sale
- Special revaluation laws
- Actuarial gains (losses) on defined benefit plans
- Portion of valuation reserves for equity investments valued using
the equity method
6. Equity instruments
7. Net profit (loss)
Total 10,000 10,000

3.2 OWN FUNDS AND RISK CAPITAL RATIOS

In light of the scope of the Company's operations and the information provided in Section 3.1, this section is not applicable.

SECTION 4 – BREAKDOWN OF COMPREHENSIVE INCOME

Based on the content of the statement of comprehensive income, the Company's profit/loss coincides with its comprehensive income/loss.

SECTION 5 - RELATED-PARTY TRANSACTIONS

5.1 INFORMATION ON REMUNERATION OF OFFICERS WITH STRATEGIC RESPONSIBILITIES

Director 6,402
Board of Statutory Auditors 10,785
Total 17,187

The Board of Statutory Auditors was appointed on January 29, 2020 by the Shareholders' General Meeting.

6.2 LOANS AND GUARANTEES ISSUED IN FAVOUR OF DIRECTORS AND STATUTORY AUDITORS

No loans have been granted nor any guarantees given in favour of directors or statutory auditors.

6.3 INFORMATION ON TRANSACTIONS WITH RELATED-PARTIES

No transactions with related parties were carried out.

In relation to the provisions of Article 2497-bis of the Italian Civil Code. We inform you that the sole Quotaholder Stichting Bacall does not perform management and coordination activities.

SECTION 7 – OTHER DISCLOSURES

Note that the Company has no employees in its organisation and therefore it makes use of external service providers.

ANNEX TO THE EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

Table indicating fees for the current year for services provided by the Deloitte & Touche S.p.A. to Impresa Two S.r.l. The amounts summarised in the table below do not take into account annual Istat increases by showing the initial amount of the contract signed.

Disclosure of fees - Company IMPRESA TWO SRL
fees for 2022 financial year - Deloitte & Touche S.p.A.
Auditing services SERVICE
PROVIDER
SERVICE
RECIPIENT
Description of work start date end date Fees in € or
equivalent in € as
at December 31,
2022 (excluding
Company name Company name VAT and
expenses)
Statutory Audit Deloitte & Touche Impresa Two Srl Legal audit of financial
statements with Unico and 770
01/01/2022 12/31/2022 24.000
External Auditing Total 24.000