Nexi — Investor Presentation 2020

Nov 15, 2020

1

Creating The European PayTech Leader Strategic Combination Between Nexi and Nets

16 November 2020

Legal Disclaimer

This Presentation may contain written and oral "forward-looking statements", which includes all statements that do not relate solely to historical or current facts and which are therefore inherently uncertain. All forwardlooking statements rely on a number of assumptions, expectations, projections and provisional data concerning future events and are subject to a number of uncertainties and other factors, many of which are outside the control of Nexi Group (the "Company" or "Nexi"). There are a variety of factors that may cause actual results and performance to be materially different from the explicit or implicit contents of any forward-looking statements and thus, such forward-looking statements are not a reliable indicator of future performance. The Company undertakes no obligation to publicly update 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. The information and opinions contained in this Presentation are provided as at the date hereof and are subject to change without notice. The information, statements and opinions contained in this Presentation are for information purposes only and do not constitute a public offer under any applicable legislation or an offer to sell or solicitation of an offer to purchase or subscribe for securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments. None of the securities referred to herein have been, or will be, registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States or in Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would be unlawful (the "Other Countries"), and there will be no public offer of any such securities in the United States. This Presentation does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or the Other Countries.

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

The merger with Nets is independent of the envisaged combination with SIA, where confirmatory due diligence is ongoing. Therefore, any data and financial information contained in this presentation in respect of the combination with SIA are preliminary and remain subject to the confirmatory due diligence. The Nets transaction and SIA transaction are not linked to each other and will not be inter-conditional. This Presentation includes industrial and financial considerations assuming both transactions are completed.

Neither this Presentation nor any part of it nor the fact of its distribution may form the basis of, or be relied on or in connection with, any contract or investment decision.

Three Key Messages

We are creating a stronger Nexi

• More growth potential
• More resilience

Nets is a growth PayTech

• Transformed since 2018
• Executing a strong growth plan

We will execute effectively

• Clear, focused and phased integration plan

• Strong and experienced team in place

Creating The European PayTech Leader

+

A Powerful European Strategic Combination

Largest scale European PayTech present in most attractive markets

Product, technology and capabilities powerhouse across payments ecosystem

Scaled acquiring platform with enhanced eCom proposition

Superior financial and strategic value creation

Sizeable, visible and properly phased synergies leading to large cash EPS accretion

Strong growth potential in large under-penetrated markets

Enhanced resilience through geographical diversification, eCom exposure and lower customer concentration

Creating The European PayTech Leader

• Largest PayTech in Europe as a result of major European players joining forces
  • Present in >25 countries, representing 65% of European consumption

  • 1 merchant acquirer by number of merchants and transaction value

  • 1 card processor by number of cards and transaction volume(2)

  • 1 by EBITDA

• Strong growth potential in large underpenetrated markets

  • 4x addressable market by consumer spend (vs Nexi standalone)

  • 33%(3) average penetration
• Largest Pan-European operational scale driving material financial and strategic benefits
• Best-in-class products and capabilities, especially in acquiring
  • Leading eCom proposition, including PayLater and A2A solutions
  • Innovative SME product suite fit for roll-out across Europe
  • Complete omni-channel offering with tailored vertical solutions
• Diversified and highly resilient revenue pool

Highlights Nexi + Nets + SIA Combined Reach(1)

Addressable market expanded >4x to €4.6tn in terms of consumer spend with average digital payments penetration of 33%(3)

Positioned to drive the European transition to cashless

The New Nexi Group at a Glance

Notes: Any data and financial information contained in this document are preliminary. Sum of revenue contributions may not be equal to 100% due to rounding. (1) As of 2019; (2) Based on 2020E figures including run-rate synergies, net of intercompany adjustments. Nexi as per broker consensus; (3) As of 2019, based on Nilson report (including domestic schemes)

Transaction Highlights & Rationale

Transaction Highlights

Compelling Transaction Rationale

• Largest pan-European platform with the scale to drive superior product and efficiency leadership • Significant growth potential from leadership and exposure to key attractive European markets • Full solution portfolio across payment ecosystem, with key strengths in acquiring and eCom • Best-of-breed technology platform and capabilities leveraging on complementarity and scale • Significant value creation from highly visible and properly phased synergies • Superior profitability and cash generation at scale with enhanced resilience • Uniquely positioned for further organic and inorganic growth

Superior Financial and Strategic Value Creation

• Substantial value creation for all shareholders through revenue and cost synergies as well as capex savings • ~€170m(1) of total recurring cash synergies resulting from the combination with Nets • Nets + SIA generate 2022 Cash EPS Accretion of >25%(2) on a run-rate synergies basis and ~15% on a phased-in basis • Pro-forma EBITDA of ~€1.5bn(3) in 2020, with enhanced growth potential and further overall resilience through geographic diversification, acquiring / eCom exposure and lower customer concentration

Notes: (1) Includes cost synergies of ~€95m, revenue synergies of ~€60m (~€40m at EBITDA level) and recurring capex synergies of ~€35m; (2) Based on broker consensus estimates for Nexi in 2022; cash EPS calculated using the reported net income (excluding one-off integration costs) to which total D&A (including D&A related to customer contracts) is added back net of tax; cash EPS accretion calculated taking into account benefit from estimated reduction in overall cost of funding for the combined entity; (3) Pro-forma 2020 EBITDA including Nexi, Nets and SIA and combined run-rate synergies

Transaction Highlights (Cont'd)

• Strategic combination of Nexi and Nets structured as an all-share cross-border merger on the basis of equivalent 2020 EBITDA multiples with Nets' shareholders receiving 407m new Nexi shares
• Based on Nexi share price as of 13 November, Nets' Enterprise Value of €7.8bn (Equity Value would be equal to €6.0bn) and EV/EBITDA 2020E of ~20x(1)
• Earn-out of up to €250m payable in shares in 2022 based on 2021 EBITDA (at a significantly lower implied multiple)

Transaction Overview and Key Terms

• Lock up in place for Nets' shareholders up to 24 months post closing (1/3 locked for 6 months, 1/3 for 12 months and 1/3 for 24 months)
• No incremental debt raised as a result of the transaction. About €1.5bn Nets' financial debt(2) to be refinanced, with a committed bridge facility already in place
• Pro-forma ownership post Nets and SIA closing: CDP (17%)(3) , Hellman & Friedman (16%)(4), Mercury UK (10%)(5) , Advent International & Bain Capital (10%), Intesa Sanpaolo (5%), GIC Private Equity (3%)(6) , with a free float(7) of 38%(8)
• The transaction is subject to a whitewash vote in the context of the EGM called to approve the merger

Notes: Ownership percentages may not add to 100% due to rounding. (1) Based on latest FY2020 pro-forma EBITDA forecast of €381m; (2) Nets total net debt as of Aug-20 equal to €1.8bn pro-forma for the Corporate Services disposal to Mastercard and cash-out for PeP acquisition; (3) Any reference to CDP shall be read as including also any indirect investment through FSIA Investimenti, a company held 70% by FSI Investimenti (in turn controlled by CDP Equity with a 77% stake) and 30% by Poste Italiane; (4) Including co-investors of Hellman & Friedman; (5) Holding company owned by a consortium of funds managed by Advent International, Bain Capital Private Equity and Clessidra; (6) Representing GIC's economic interest in Nets that will be held indirectly through the Hellman & Friedman holding company from closing; (7) Including 1.8% stake of GIC's public markets division; (8) Pro-forma ownership post Nets closing: Hellman & Friedman (21%), Advent International & Bain Capital (13%), Mercury UK (12%), Intesa Sanpaolo (6%), GIC Private Equity (4%), with a free float of 44%

Transaction Highlights (Cont'd)

Governance	• Group Chair: Michaela Castelli • Group CEO: Paolo Bertoluzzo • Bo Nilsson, current CEO of Nets, will become non-executive Board member of Nexi and Chairman of Nets • Hellman & Friedman will appoint also another Board member as a result of the transaction
Integration Approach and Roadmap	• Independent and sequential antitrust approval processes expected for Nets and SIA transactions, with Nets merger intended to close earlier • Clear and phased integration and synergies delivery plan; most synergies deriving separately from Nexi-SIA or Nexi-Nets • Nets management initially focused on delivering highly accretive Nets' standalone plan • SIA synergies focused on Italy with relatively low execution risk • Clear fast-track joint initiatives identified both on revenue and cost sides
Implications on SIA Merger	• No relevant impact expected in relation to confirmatory due diligence, approvals process and overall timeline • The contents of the MoU signed on October 5 are expected to be amended to reflect the implications of the Nets merger agreement

Nets – A Deep Transformation Creating a European Growth PayTech

At 2018 take private

Today

Nets at a Glance

	Group Overview	Key Financials (€m)(1)
	• Nets is a leading integrated Pan-European PayTech player, with a leadership position in advanced digital payments markets(i.e. Nordics), large underpenetrated economies (Germany), as well as in underpenetrated markets with significant growth potential (i.e. Austria, Switzerland, Poland) • In Aug 2019, announced the disposal of majority of the Corporate Services division to Mastercard €2.85bn (division historically growing below group average), reducing net debt to ~€1.8bn (transaction	€1.1bn Revenue 2019	€387m Adj. EBITDA 2019
expected to close by 1Q 2021) • Today, Nets operates through two business segments: Merchant Services and Issuer & eSecurity Services, covering the full digital payments value chain from payment capture and authorization to processing, clearing and settlement			36% EBITDA margin 2019	€135m Annual innovation & technology spend(5)
As % of '19 revenue(1)	Highlights	KPIs	Revenue Mix by Geography (2019)(1)
Merchant Services 62%	• Provides merchant customers with payment acceptance solutions across channels (in-store, online and mobile) • Strong exposure to eCom and alternative payment methods (A2A, PayLater solutions) • Direct merchant relationship and contractual ownership	• 740k merchant RGUs(2) • value(3) €125bn Txn • direct sales FTEs(4) ~440	SEE 5% Poland 7%
Issuer & eSecurity Services 38%	• End-to-end issuer services: core payment processing, account management and fraud & dispute management services • Developer / operator of the Danish eID scheme for authentication and signing used by 99% of the Danish population • Wide range of digitisation services: authentication, atures, document e-access and bill payments hub	• 40m+ cards managed • 250+ financial institutions • 19 European countries	DACH 20%	Nordics 68%

Notes: (1) Figures pro-forma for Nets recent acquisitions (i.e. PeP, PoplaPay and PayPro excl. CCV CH (Switzerland)) and for the disposal of the Corporate Services division to Mastercard; (2) Merchant Revenue Generating Units ("RGUs") defined as sum of: acquiring merchants, number of rented terminals and eCom merchants (not adjusted for overlaps). Figure as of June 2020 (number of merchants served ~400k); (3) 2019 merchant acquiring transaction value including card-not-present transactions; (4) Direct sales FTEs across SME, LAKA, PeP and eCom; (5) Excluding transformation costs

Nets Key Reference Geographies

13 Sources: Euromonitor Notes: Card Payments excludes ATMs, pre-paid cards and store cards volumes; Card Penetration and Consumer Spend for 2019; (1) Includes: Denmark, Finland, Norway & Sweden; (2) Includes: Austria, Germany, Switzerland; (3) Includes: Albania, Bosnia, Croatia, Hungary, Serbia, Slovakia, Slovenia, Romania; (4) International card volume CAGR 2017-19 equal to 8%

Nets Merchant Services ("MS")

Sub-Segment Description				Key Figures
	Divisional Revenue (2019)(1)	Highlights	€664m 2019A revenue	740k Merchant RGUs(3)			440 Direct sales FTEs
SME (Small & Medium Enterprises)	54% €360m	• Digital, integrated product proposition • VAS portfolio on data/insight, merchant finance and loyalty • Country organizations with local direct distribution	9% Revenue growth YoY(2)	€125bn 2019A transaction value(4)		6 eCom & omni-channel Competence centres
			2019 Revenue by Geography			Key Customers & Brands
LAKA (Large & Key Accounts)	19% €128m	• Blue-chip merchant portfolio • Full omni-channel proposition with dedicated salesforce • Loyalty, eTicket and data integration • Key verticals served include: grocery, bar & restaurants, apparel, petrol stations	Poland 11%			Key Customers
eCom	21%(5) €138m	• Full next-gen gateway proposition for online merchants • Expertise across alternative payment methods: • Account-to-account • PayLatersolutions • PSP solutions • Full value-chain ownership driving attractive economics with dedicated salesforce	DACH 32%	Nordics 57%	PSP	Key eCom / APM Brands PayLater	A2A

Notes: (1) Does not include contribution of other revenue equal to €38m (mostly Dankort), SME revenues including PeP; (2) 2018A-'19A YoY growth; (3) Merchant Revenue Generating Units ("RGUs") defined as sum of: acquiring merchants, number of rented terminals and eCom merchants (not adjusted for overlap). Figure as of June 2020 (number of merchants served ~400k); (4) 2019 merchant acquiring transaction value including card-not-present transactions; (5) Total eCom revenues including card not-present transactions account for ~30% of divisional revenues

Nets eCom: Strong Proposition Driving Accelerated Growth

Geographic Footprint

Nets Issuer & eSecurity ("IeS")

Sub-Segment Description				Key Figures
Divisional Revenue (2019) 23% of		Highlights	€401m Revenue 2019	40m+ Cards managed		>50 Direct sales FTEs
Nordic issuers	Group revenue 61% €246m	• End-to-end issuer services provider: core payment processing, account management and fraud & dispute management services • In the Nordics, Nets is the historical partner for banks	5% Revenue growth YoY(1)	250+ Financial institutions		6% / 13% Nordic / SEE annual TRX volume growth(2,3)
		for issuer processing services	2019 Revenue by Geography			European Reach
SEE issuers	12% €48m	• In SEE, Nets has gained a significant footprint across 8 countries following the acquisition of Mercury Processing	SEE 12%			19 European Countries Nordics & Baltics
eID	17% €70m	• Operator of eID schemes for authentication & signing in Denmark • Identity infrastructure services to banks, corporates and public sector			South - Eastern Europe (SEE)
Digitisation	9% €37m	• Provider of wide range of digitisation services: authentication, atures, document e-access and bill payments hub		Nordics 88%		Newly Won Markets

Notes: (1) Underlying 2018-19 growth assuming normalization of one-off customer losses related to legacy issuing contracts, rebasing of pricing levels from first renewals since 2014 bank de-mutualisation and one-off eID related revenue; (2) Card Payments excludes ATMs, pre-paid cards and store cards volumes; (3) SEE including only Croatia, Serbia, Slovakia, Slovenia

Nets – Issuer Processing Business Reshaped and Ready for Growth

• The Nordic Issuers business represents 23% of Nets' total revenue in 2019
• Over the last 2 years the Nordics Issuer business has been reshaped through renegotiation of customer contracts and rebasing to market pricing
• Issuer platform ideally positioned for growth in Europe supported by recent customer wins and attractive pipeline

Nets – Organic Underlying Growth Driven by Acquiring and eCom

• Strong underlying top-line performance in 2019 YoY mainly driven by growth in eCom and SME acquiring, adjusted for non-recurring effects for IeS only
• 2020 financial performance resilient to COVID-19 with underlying EBITDA up ~6% mainly driven by revenue resilience and cost transformation

Notes: Any data and financial information contained in this document are preliminary. Financials reported under constant scope and FX basis. (1) Underlying revenue excludes one-off customer losses related to legacy issuing contracts, effect of contract renegotiation post bank consortium sale in 2014, one-off eID revenue and Corporate Services transitional services agreement. Illustrative underlying EBITDA estimates assuming one-off customer losses related to legacy issuing contracts and one-off eID related revenue at 2019 EBITDA margin, price rebasing with full passthrough EBITDA. Refer to annex for further details on underlying financials

Nets – Highly Experienced and Committed Management Team Strengthened by Recent Key Hires

• Strong international top management with ~30 years experience
• Unparalleled industry and cross disciplinary background spanning payments, technology and banking
• Long-term commitment supported by market-standard lock-up provisions
• Highly engaged and committed talent pool
• Vertical organization including ~4k FTEs across Europe
• Customer-centric organization with dedicated salesforce of 440 FTEs across acquiring verticals
• Consistently high employee engagement scores

Creating The European PayTech Leader

1 Largest Pan-European Platform with the Scale to Drive Superior Product and Efficiency Leadership

2 Leadership Position in Key Attractive European Markets

2 Significant Upside Potential through a Fast-Growing European Footprint

• Covering a >270m population and driving >65% of European consumer spend
• Strong growth potential across geographies from combining secular market growth and market share gain

Full Solution Portfolio across Payment Ecosystem, with Key Strengths in Acquiring and eCom ³

Key Nets contribution

24

3 Superior Merchant Services & Solutions Proposition Across Customer Verticals

Unique Superior SME Proposition	European eCom Platform at Scale	Industry Specific Omni-channel LAKA Solutions
 Leading-edge SmartPOS terminal range  Omni-channel "sell-everywhere" solution (i.e. Pay-by-link)  Complete suite of digital VAS, from loyalty to store management  Data-enabled products & services including mobile Apps	 Segmented offering for local and regional merchants  Conversion-driving 1 click checkout  Unique collecting PSP offering  High-growth A2A solutions, integrated with PSP offering  White-label invoicing PayLatersolutions, with collection and multiple payment options  One of Europe's largest product factories	 International merchants flexible gateway solution enabling multiple customer journeys  Dedicated vertical, industry-specific solutions with differentiating capabilities  1-click checkout and conversion-enhancing tools  Card-linked loyalty and other in-store VAS  Full range of terminals with own payment App  Wide set of ERP, teller and other software platforms already integrated
>1m >60 SME Apps in Smart merchants POS ecosystem served 1.3m >360 POS terminals SME direct managed sales FTEs	700 #1 4 eCom acquirer eCom Dedicated in Italy and product dev. professionals Nordics factories €50bn >70k €11bn Value A2A value Merchants processed processed served	#1 10 #2 LAKA acquirer Vertical PayLater solution in Italy solutions in Germany 330k >100 POS terminals LAKA direct managed sales FTEs

4 Best-of-breed Technology Platform Leveraging on Complementarity and Scale

World-class Technology Capabilities at Scale Ranging from Digital to Processing, from Gateway Technologies to Infrastructure ⁴

Cutting-Edge Product Development Capabilities in eCom and Omni-channel	700 dedicated professionals • • 7 centres of competence in 7 countries	€50bn eCom transaction value on 3 gateways Segment-specific gateways managed by dedicated teams
Next Generation Digital and Data Innovation	• >30k new IT releases over the last 12 months • Cloud-based platforms and data lake	Dedicated teams on advanced analytics and artificial intelligence AI-based antifraud and authentication solutions	>3k Product & Tech Development Specialists
Clear Leadership in Processing and Core Platforms	• >1.0k dedicated professionals • >30bn transactions processed per year, with full set of in-house capabilities	15bn clearing transactions processed per year Instant payments and A2A leader in Europe	€300m
Deep Banking System Integration with Superior Delivery Capabilities	• >1k financial institutions deeply integrated on mission-critical platforms • Long-term partner of government / PA on digital identity and digital payments (MitID, PagoPA)	Partner of choice for systemic initiatives (CBI Globe Open Banking Gateway, Dankort and Bancomat) Strategic provider of central institutions and central banks (SEPA, Instant Payments, ACH, Clearing)	Annual Total IT & Innovation Spend
Mission-Critical Leading Edge Infrastructure	• >800 dedicated professionals • >35 PetaBytes in storage space	1.6k network nodes 42 data centers with >25k servers managed across Europe	10 Digital Factories

Significant Value Creation from Highly Visible and Properly Phased Synergies 5

Synergies Areas	Overview	Amount
1 Cost Synergies	• Rationalization of all IT & tech platforms with gradual, phased timeline to account for ongoing development and migrations • Creation of shared service & competence centers to drive operational excellence across all activities • Central procurement on purchases	~€95m	~€170m Total Recurring Cash Synergies On Top of ~€150m Expected from SIA Combination
2 Revenue Synergies	• eCom solutions cross-fertilization, including gateways, PSP, PayLatersolutions and dedicated offering for digital services • Cross-selling of omni-channel and integrated collection solutions to regional and international merchants • Innovative, "best-of-breed" SME proposition rolled-out across multiple countries • Cross-selling of issuing solutions to international financial institutions	~€60m(1)	2022 Nets + SIA Cash EPS(2) Accretion
3 Capex Synergies	• Capex optimization, avoiding duplication of investments • Joint investment planning with increasing efficiencies • Best-of-breed processing platforms consolidation	~€35m	>25% (run-rate synergies) ~15% (phased-in synergies)

Driving Revenue Synergies through Cross-selling, New Capabilities and New Propositions Roll-out 5

6 Superior Profitability and Cash Generation at Scale with Enhanced Resilience

	Combined Financials(1)	Revenue Mix by Geography
+ +	(2020E Pro-forma including run-rate synergies)	3% 6% 9%	Italy	Nordics
Revenue	€2.9bn	54% 26%	DACH Poland	CSEE Other
EBITDA	MS Revenue Mix €1.5bn		Revenue by Customer / Partner
EBITDA Margin	52%	~20%
Operating Cash Flow(2)	€1.2bn		48%	27%
(3) Cash Flow Conversion Rate	81%	Online Other		Top 10 Other

• Enhanced resilience from geographic diversification, eCom exposure and significantly lower customer concentration
• Superior cash generation profile, with ability to support at the same time de-leveraging and investments in organic growth and M&A

A Clear, Phased Execution Plan to Deliver Value Short Term and Long Term

Phased progressive integration

Nexi-SIA Italy integration

Fast-track joint initiatives

One European eCom & omni-channel proposition

• One SME next-generation proposition
• Joint Technology plan
• Joint Opex-Capex resource planning and optimization
• Joint Procurement optimization

• Nexi-Nets focus:

• Nexi-SIA focus:

• Cost synergies and integration mostly outside of Italy
• Revenue synergies focused on Merchant Services

Key Principles

• Clear integration priorities and phasing

• Nets standalone plan delivering strong value creation, led by strong local management

• Limited areas of overlap in integration effort of Nexi-Nets and Nexi-SIA respectively

• Cost synergies and integration 100% in Italy • Revenue synergies focused on Issuing and Digital Banking & Corporate Solutions

• One focused transformation program

• Clear, focused fast-track joint initiatives identified
• Continued strong focus on delivering growth for the ongoing businesses during transformation guaranteed by the breadth and depth of seniority and talent within Nexi, Nets and SIA

Clear and Focused Synergies Initiatives, with Limited Overlaps

Revenue Synergies												Cost Synergies						Capex Synergies
MS			C&DP		DBS				Tech			Joint tech plan			Other		Joint  resource opex plan	 Tech	Joint capex plan	Other
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Key fast-track joint initiatives

Legend Most synergies deriving separately from Nexi-SIA / Nexi-Nets

Value Creation & Financial Benefits

Value Creation and Financial Benefits

		Key Considerations	Highlights
1	Significant Value Creation from Synergies	• Total recurring cash synergies of ~€170m • Properly phased synergies with low execution risk, in addition to those arising from SIA transaction	 Nets + SIA generate 2022 Cash EPS(1) Accretion of >25% with run-rate synergies and ~15% on a phased-in basis
2	Enhanced Growth Potential	• Evolution of addressable market: from home-market focus to Pan-European reach • Step-change in the online channel, with Europe-ready eCom platform • Significant cross-selling potential with plug-in capabilities across geographies	 >4x larger addressable market, with low current penetration of 33%(2)  Significant increase in eCom revenue
3	Increasingly Diversified Group with Resilient Revenues Streams	• Increased customer diversification with balanced mix of merchants, banks & central institutions • Highly resilient revenue base with a mix of volume-driven, installed base driven, license & project-based revenues • Vast majority of MS revenue are either from direct or bank referral relationships	 Weight of top-10 clients reduced to 27% of revenues  62% of transaction-driven revenues, 38% installed-base driven
4	Operating Gearing Fueling Profitability and Cash Generation	• Combined tech platforms enabling relevant scale benefits, with clear leadership in processing and core platforms • Significant margin expansion from operational scale and synergies	 €1.2bn pro-forma operating cash flow generation(3)  >€2bn cash generated over 3 years(4)

Notes: Any data and financial information contained in this document are preliminary. (1) Based on broker consensus estimates for Nexi in 2022; cash EPS calculated using the reported net income (excluding one-off integration costs) to which total D&A (including D&A related to customer contracts) is added back net of tax; cash EPS accretion calculated taking into account benefit from estimated reduction in overall cost of funding for the combined entity; (2) Computed as average of card penetration in each geography, weighted for consumer spend; (3) Operating Cash Flow calculated as EBITDA net of Ordinary Capex and Change in WC. Nexi as per broker consensus, net of intercompany adjustments; (4) Cash generation after capex, non-recurring items, interest, change in WC, taxes, synergies and integration costs

Financial Profile of the Combined Group

Based on 2020E Figures (€bn)	(1)	(2) + +		Recurring + = Synergies(3)	Combined (2020E, including run-rate synergies)
Net Revenues	1.03	1.05	0.74	0.11	(4) 2.88
EBITDA	0.58	0.38	0.28	0.27	1.50
EBITDA Margin	56%	36%	38%		52%
Ordinary Capex	(0.09)	(0.12)	(0.09)	0.05	(0.24)
Operating Cash Flow(6)	0.48	0.23	0.19	(5) 0.32	1.21
Operating Cash Flow (7) Conversion Rate	83%	60%	69%		81%
(8) Net Leverage	3.7x	4.8x	3.4x		<3x as of 3.3x Dec-2021

Notes: Any data and financial information contained in this document are preliminary. (1) Nexi broker consensus; (2) Nets data pro-forma for the acquisition of PeP and disposal of Corporate Services business to Mastercard; (3) Run-rate synergies; (4) Net of intercompany adjustments; (5) Including recurring capex synergies; (6) Operating Cash Flow calculated as EBITDA net of Ordinary Capex and Change in WC; (7) Including run-rate synergies, cash conversion rate calculated as Operating Cash Flow divided by EBITDA; (8) Nexi and SIA net leverage calculated based on latest available NFP and LTM EBITDA as of Sep 20. Nets' leverage calculated as latest available adjusted NFP (Aug 20) over 2020E pro-forma EBITDA

Sizeable, Right-Phased Recurring Cash Synergies

	Recurring Synergies (€m)	Highlights
Tech Platforms Optimisation Insourcing and Operational Excellence Procurement and Other Costs Total Cost Synergies Revenue Synergies (EBITDA Impact)	~40 ~25 ~30 ~95 ~40	 Total recurring cash synergies of ~€170m • ~€135m run-rate EBITDA synergies • ~€95m of cost synergies • ~€40m of EBITDA uplift from revenue synergies • Additional ~€35m recurring capex synergies  >80% of EBITDA synergies achieved by 2024  Limited cost synergies expected in 2021 as key Nets focus will be on standalone business plan delivery  Total integration costs estimated at ~1x total recurring annual cash synergies
Total EBITDA Synergies Recurring Capex Synergies Total Recurring Cash Synergies	~135 ~35 ~170	 Proven track record of successful delivery through M&A Synergies estimated on top of ~€150m recurring cash synergies arising from SIA transaction

Highly Visible Cost and Capex Synergies with Low Execution Risk

• ~€95m of cost synergies and additional ~€35m recurring savings from right-sizing of tech investments
• Majority of synergies expected to be realized starting from 2022 (key focus in 2021 will be on delivery of Nets standalone business plan)

Synergies Areas	Overview	Phasing	Synergies Amount
			EBITDA	Capex
Tech Platforms Optimisation	• Migration of volumes into already identified IT target platforms across the group for acquiring, issuing and switch • Data centers' consolidation • At scale investments on innovation and product development allowing significant recurring capex savings	• ~20% realized in 2022, >80% in 2024	~€40m	~€35m
Insourcing and Operational Excellence	• Set-up of centres of excellence for Digital Factory serving the entire group • Pooling of resources in group tech	• ~10% realized in 2022, ~85% in 2024	~€25m	-
Procurement and Other Costs	• Benefit from joint negotiation and volume bundling • Purchasing rationalization leveraging scale • Operational efficiency in back office • Reduction of office spaces	• ~25% realized in 2022, at run-rate by 2024	~€30m ~8% of combined opex base	-
	~€95m	~€35m

Nets + SIA Combined Synergies Driving Compelling Value Creation

Notes: Any data and financial information contained in this document are preliminary. (1) Based on broker consensus estimates for Nexi in 2022; cash EPS calculated using the reported net income (excluding one-off integration costs) to which total D&A (including D&A related to customer contracts) is added back net of tax; cash EPS accretion calculated taking into account benefit from estimated reduction in overall cost of funding for the combined entity

Increasingly Diversified Group with Resilient Revenue Streams

• Well-diversified revenue base in terms of both business and geography
• Materially reduced customer concentration, with top-10 clients accounting for 27% of total
• Vast majority of MS from direct or referral models
• Enhanced business resilience with balanced mix of transaction driven, installed base driven, license related & project-based revenues

Diversified Acquiring Exposure with Strong Risk Management Framework

• Highly fragmented merchant base with very limited exposure to high-risk verticals such as gambling and airlines
• Cost of risk covered by merchants for verticals with high chargeback risk
• Majority of direct / referral book covered by downside contract protection in relation to merchant business losses (credit risk borne by partner banks for high-risk merchants)

• Limited exposure to high-risk verticals, with Travel accounting for ~5% of total net MSC (18% of total transaction value compared to 14% for Nexi)
• Enhanced risk management framework, with significantly de-risked travel portfolio through cash collateral guarantees and early termination of high-risk legacy contracts
• Exceptional losses in relation to Thomas Cook insolvency (~€200m) 90% provisioned in 2019, fully covered in 2020

Notes: Any data and financial information contained in this document are preliminary. (1) Refers to net merchant service charge for SME and LAKA sub-segments, based on 2019 data; (2) Refers to transaction value for SME and LAKA sub-segments, based on 2019 data; (3) Including verticals contributing 3% or less to total acquiring transaction value

Significant Reduction in Transformation and Restructuring Costs

Transformation and Restructuring Costs (€m)(1)

Proven Operating Leverage Increasing Profitability and Cash Generation

Unlocking

Significant

Notes: Any data and financial information contained in this document are preliminary. (1) Operating Cash Flow calculated as EBITDA net of Ordinary Capex and Change in WC. Nexi as per broker consensus pro-forma for acquisition of Intesa Sanpaolo's Merchant Acquiring business, net of intercompany adjustments; (2) Cash generation after capex, non-recurring items, interest, change in WC, taxes, synergies and integration costs; (3) Calculated based on latest available Nexi, Nets and SIA Net Financial Position divided by pro-forma EBITDA including run-rate synergies

Cross-border Merger Supported by Reference Shareholders

• All-share cross-border merger between Nexi and Nets with no incremental debt raised by Nexi as a result of the transaction

Transaction Structure

Months

• All-share cross border merger on the basis of equivalent 2020 EBITDA multiples with Nets' shareholders receiving 407m(1) new Nexishares
• Enterprise Value of €7.8bn, based on Nexishare price as at 13 November
  • Earn-out of up to €250m payable in shares in 2022 based on 2021 EBITDA (at significantly lower implied multiple)
• Staggered lock-up mechanism in place for Nets' shareholders (1/3 locked for 6 months, 1/3 for 12 months and 1/3 for 24 months)
• No incremental debt raised as a result of the transaction. About €1.5bn Nets' financial debt(2) to be refinanced (committed bridge facility provided by a pool of primary banks already in place)
• The transaction is subject to a whitewash vote in the context of the EGM called to approve the merger
• Mercury UK(4) has irrevocably undertaken to vote in favour of the transaction
• Intesa Sanpaolo, significant shareholder of Nexi and key partner of both Nexi and Nets, has expressed strong support to the transaction
• Nexi-Nets closing is subject, inter-alia, to completion of the sale of Nets' Corporate Services to Mastercard

Pro-Forma Ownership (post Nets and SIA Mergers)(7)

Notes: Ownership percentages may not add to 100% due to rounding. (1) Excluding earn-out shares or other shares related to a precedent M&A transaction executed by Nets where potential cash-in in favour of Nets is possible (in case of cash-out then Nets shareholders would make a cash payment in favour of Nexi); (2) Nets total net debt as of August 2020 equal to of €1.8bn pro-forma for the Corporate Services disposal to Mastercard and cash-out for PeP acquisition; (3) Including co-investors of Hellman & Friedman; (4) Holding company owned by a consortium of funds managed by Advent International, Bain Capital Private Equity and Clessidra; (5) Representing GIC's economic interest in Nets that will be held indirectly through the Hellman & Friedman holding company from closing; (6) Including 1.8% stake of GIC's public markets division; (7) Pro-forma ownership post Nets closing: Hellman & Friedman (21%), Advent International & Bain Capital (13%), Mercury UK (12%), Intesa Sanpaolo (6%), GIC Private Equity (4%), with a free float of 44%

Closing Expected in Q2 2021 ahead of Completion of SIA Merger

• Closing of the merger with Nets expected in 2Q 2021
• The transaction is independent of the merger with SIA, for which signing is expected within 2 months and closing in 3Q 2021

Closing Remarks

Three Key Messages

We are creating a stronger Nexi

• More growth potential
• More resilience

Nets is a growth PayTech

• Transformed since 2018
• Executing a strong growth plan

We will execute effectively

• Clear, focused and phased integration plan

• Strong and experienced team in place

Q&A

Annex

Reconciliation with Statutory Nets A/S Financials

Notes: Any data and financial information contained in this document are preliminary. Financials reported under constant scope and FX basis. (1) Underlying revenue excludes one-off customer losses related to legacy issuing contracts, effect of contract renegotiation post bank consortium sale in 2014, one-off eID revenue and Corporate Services transitional services agreement. Illustrative underlying EBITDA estimates assuming one-off customer losses related to legacy issuing contracts and one-off eID related revenue at 2019 EBITDA margin, price rebasing with full passthrough EBITDA

Details on Nets Financials

Nets Group Revenue (€m)	2018	2019	2020E	3Q19	3Q20
Reported revenue	1,016	1,065	1,049	271	273
Growth		4.8%	(1.5%)		0.7%
Underlying revenue(1)	918	988	991	252	261
Growth		7.6%	0.4%		3.7%
Merchant services (€m)	2018	2019	2020E	3Q19	3Q20
Reported revenue	611	664	667	170	177
Growth		8.6%	0.5%		3.8%
Issuer & eSecurity Services (€m)	2018	2019	2020E	3Q19	3Q20
Reported revenue	405	401	382	101	96
Growth		(0.9%)	(4.7%)		(4.4%)
Normalization adjustments	(98)	(77)	(58)	(19)	(12)
Underlying revenue(1)	308	324	325	82	84
Growth		5.4%	0.1%		3.5%
Nets Group EBITDA (€m)	2018	2019	2020E	3Q19	3Q20
EBITDA	376	387	381	107	112
Growth		2.8%	(1.6%)		4.3%
Margin	37.0%	36.3%	36.3%	39.5%	40.9%
Normalization adjustments	(58)	(41)	(15)	(10)	(3)
Underlying EBITDA(1)	318	345	365	97	109
Growth		8.8%	5.7%		12.1%
Margin	34.6%	35.0%	36.8%	38.5%	41.6%

Notes: Any data and financial information contained in this document are preliminary. Financials reported under constant scope and FX basis. (1) Underlying revenue excludes one-off customer losses related to legacy issuing contracts, effect of contract renegotiation post bank consortium sale in 2014, one-off eID revenue and Corporate Services transitional services agreement. Illustrative underlying EBITDA estimates assuming one-off customer losses related to legacy issuing contracts and one-off eID related revenue at 2019 EBITDA margin, price rebasing with full passthrough EBITDA