Nexi — M&A Activity 2020

Oct 5, 2020

Creating a Fully Integrated European PayTech Leader Strategic Combination Between Nexi and SIA

5 October 2020

Creating a Fully Integrated European PayTech Leader

In-market consolidation in Europe's most attractive payment market

Product, technology and capabilities powerhouse across the payments ecosystem, serving a broad universe of loyal customers

Scaled platform for capturing European value-accretive market consolidation opportunities

Superior financial and strategic value creation

Sizeable and highly visible synergies leading to double digit cash EPS accretion¹ Best positioned to capture multiple growth avenues, organic and inorganic

Transaction Highlights & Rationale

Transaction Highlights

Strong Transaction Rationale

• National champion in the attractive Italian Payments market with leading scale and positioning in the pan-European landscape
• Full portfolio of solutions and capabilities across the payments ecosystem, rails and value chain
• Fully integrated end-to-end technology powerhouse
• Long standing relationships with a broad universe of loyal customers
• Significant value creation from highly visible synergies with low execution risk
• Superior profitability and cash generation at scale
• Best positioned to capture multiple growth avenues, organic and inorganic

Superior Financial and Strategic Value Creation

• Substantial value creation for all shareholders through highly visible synergies with low execution risk
• ~€150m of total recurring cash synergies¹ and ~€65m of one-off capex synergies
• 15%-20% cash EPS² accretive at anticipated full run-rate synergies, double digit cash EPS² accretive in 2022 with ~40-50% synergy phasing
• EBITDA of €1.0bn³ and strong cash generation capacity, with cash conversion rate of ~80%3,4

Note: (1) Cost synergies of ~€100m, revenue synergies of ~€50m (~€35m at EBITDA level) and recurring capex synergies of ~€15m. (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 an estimated ~50bps reduction in overall cost of funding for the combined entity. (3) Based on 2019 figures for Nexi and SIA (with Nexi pro-forma for acquisition of Intesa Sanpaolo's Merchant Acquiring business), net of intercompany adjustments and including run-rate synergies. (4) Calculated as Operating Cash Flow divided by EBITDA; Operating Cash Flow calculated as EBITDA net of ordinary capex and change in WC.

Transaction Highlights (Cont'd)

	• Signing of a Memorandum of Understanding ("MOU") between Nexi, SIA, Mercury UK1 and CDP Equity, for the merger of SIA into Nexi. All-share transaction, with 1.5761 newly issued Nexi shares for each SIA existing share
Transaction	• Pro-forma ownership: 70% Nexi shareholders (23% Mercury UK), 30% SIA shareholders (with CDP2 holding a relative majority stake slightly in excess of 25%)
Overview and Key Terms	• CDP2 as long-term institutional shareholder, committed to support the New Group's strategic growth in Europe
	• 2019 EV / EBITDA multiple of 13.6x including run-rate synergies; ~€4.6bn Equity Value of SIA implied at Nexi current share price3
	• "Whitewash" procedure (majority of the minority vote) in the context of Nexi shareholders' meeting to approve the merger, as a condition to closing in order to exclude mandatory tender offer
	• Top Management:
	• Group CEO and General Manager: Paolo Bertoluzzo (current Nexi CEO)
	• Board of Directors:
Corporate Governance	• Continuity of Nexi's corporate governance aligned to international best practices, with Board of Directors to remain in office until end of its term on the approval date of 2021 financial statements
	• 4 designated by CDP2 13 members Board of Directors of which 5 (including 3 independents and the Vice-Chair)
	• Group Chair: Michaela Castelli (current Nexi Chair)
	• Signing of Merger Agreement expected by December 2020, subject to confirmatory due diligence
Timeline	• Closing expected by summer 20215 , subject to customary closing conditions including regulatory bodies, Antitrust authorities and shareholders' approvals

Note: (1) Holding company owned by a consortium of funds managed by Advent International, Bain Capital Private Equity and Clessidra. (2) 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. (3) Based on Nexi closing share price of €16.89 as of 2 October 2020. (4) Or 6, subject to the stake held by Mercury UK at closing. (5) Assuming Antitrust process completed in phase 1.

SIA at a Glance

Group Overview

• Italian provider of mission-critical payment technology and infrastructure services serving more than 2,300 clients (including financial institutions, corporates, PAs, central banks and other institutions) in 50+ countries
• Growing European footprint, with main operations in Italy and CSEE¹ , following acquisitions of UniCredit processing activities and First Data CSEE¹
• Main shareholder: CDP²

Main Activities

• Issuing and acquiring processing
• Acceptance and processing of retail and corporate payments
• Payment solutions for public administration
• National debit payment and clearing services
• Account-to-account and instant payments
• Clearing / settlement systems for central institutions
• Access to the main network infrastructure for banks and financial institutions (RNI)
• Network / Connectivity and blockchain interbanking services
• Trading / post-trading and data services

	Leading Edge Innovation Capabilities	Examples	Selected
•	Account-to-account mobile payments
•	Instant payments for Corporates/B2B
•	Central PA payment hub

• Mobility solutions
• Blockchain interbanking solutions

Highly Scalable, Resilient and Channel-Neutral Payments Technology Platform

• Over #1,100 internal Product & Tech Development specialists
• 10 data centers across Europe
• Best-in-class quality and reliability standards

Business Mix (by Revenues 2019A)

Note: Percentages may not add to 100% due to rounding. (1) Represents Central & South-Eastern Europe. (2) Any reference to CDP shall be read as including its investment via FSIA Investimenti (57.4% stake in SIA), a company held 70% by FSI Investimenti (in turn controlled by CDP Equity with a 77% stake) and 30% by Poste Italiane and its investment via CDP Equity (25.7% stake in SIA), a company 100% controlled by CDP. (3) Eastern Europe includes, among others: Greece, Hungary, Slovakia and Czech Republic; Western Europe includes, among others: Germany, Austria, France, Belgium, Netherlands; Other includes, among others: Canada, USA, New Zealand.

~100

SIA at a Glance (Cont'd)

Business Segments Overview				Financial Highlights
	% of '19 revenue	Highlights	KPIs (2019A)	Examples of Clients	€m	2018A4	2019A
Card & Merchant Solutions	67%	• Issuing and acquiring processing for credit, debit and prepaid cards (including domestic scheme Bancomat) • Services are dedicated to physical commerce and e commerce	• #16bn card payments transactions managed2 • #84m+ cards managed • #840k+ POS		Net Revenues Operating Costs EBITDA	614 (392) 222	728 (452) 276
	21%	• Digital payments solutions for processing retail and corporate payments (e.g., SEPA, Instant Payments)	• ~40% of clearing processes for payments across EU through EBA Clearing • 4,800+ banks served with EBA clearing • #65m PagoPa transactions3		Profit Before Tax Net Profit	106 76	123 95
Digital Payment Solutions		and for the public administration • Clearing and settlement services for central banks (e.g., RTGS1 , Automated Clearing house) • Digital banking, open banking and PSD2 solutions			Business Highlights5
Network & Capital Market Solutions	13%	• Network and connectivity services for banks and financial institutions to access key EU payments infrastructures and innovative blockchain-based solutions • Primary market services, trading and post-trading for capital market operators	• 4.5 terabytes managed on SIA network • ~€2,500bn average weekly transaction volumes to partner institutions		#1 Card processor in Italy #1 in cross-border transactions in Europe	#1 Card processor in CSEE6 50+ Countries served	#2 Card processor in EU 10 Data centres in Europe

Note: Percentages may not add to 100% due to rounding. (1) Real Time Gross Settlement. (2) Includes both issuing and acquiring transactions. (3) 2020YTD figure vs. 52m in 2019. (4) SIA 2018 reported results account for contribution of First Data CSEE from 28 September 2018. (5) Based on management elaborations of publicly available information and internal data. (6) Represents Central & South-Eastern Europe.

A Powerful Strategic Combination

Product and digital solutions factory, merchant services focused Platform and processing factory

Front-end driven digital innovation

Back-end technology platform innovation

International card rails leader

Account-to-account and national card rails leader

Value oriented partnerships with over 150 Italian banks

Italian home market leader

Reference technology partner for Banks, Central Institutions, Corporates and Public Administration

Established Italian player with growing European presence

The New Group in Numbers

Note: Based on managerial data and elaborations; pro-forma preliminary figures. (1) Based on management elaborations of publicly available information and internal data. (2) Based on 2019 figures including run-rate synergies, net of intercompany adjustments. Nexi pro-forma for acquisition of Intesa Sanpaolo's Merchant Acquiring business. (3) 40% of EBA Clearing transactions performed on STEP2. (4) Calculated as EBITDA net of ordinary capex and change in WC.

Creating a Fully Integrated European PayTech Leader

National Champion in the Attractive Italian Payment Market 1

	Italian Secular Growth Tailwinds	Strong Contribution from SIA to Nexi's Platform
rd 3 Largest Economy in Continental Europe	€1.1trn 3.7m 2019 Largest SME	Long Term Relationships with Major Financial Institutions
	Consumer spend1 population in Europe2	• Strengthening the National debit payment and clearing services, with 2.2bn transactions per year Positioning in the National • ~50% market share in national debit in 2019(4) Debit Space
Italy Still a Cash Driven Economy	24% Card payment penetration3	Leading Capabilities in • Leader in A2A and B2B / corporate payments Account-to-Account
		Established Relationships • Multi-channel payment services with Large Italian Corporates • Payment gateways for physical
	+ ~9% Card payments transaction value 15-19 CAGR3	in Digital Payments and digital terminals
Strong and Resilient Secular Growth		Enhancement of Digital • Recognised excellence in Solutions for Public payment solutions to the PA Administration
		Provider of Mission-Critical • Rete interbancaria (RNI)
	• SME-dominated and mainly physical commerce market	Connectivity and • Connecting over 720 banks and institutions Infrastructure Services
Unique Structural Characteristics	• Underdeveloped and fast growing e-commerce market • Fragmented and bank led distribution • Country digitalization core for national agenda	Technology Powerhouse • Recognized European leader in processing on Processing • Superior tech infrastructure with 10 operating data centres, of which 5 in Italy Back-end Platforms

Note: (1) Bank of Italy – Appendix to the Annual Report 2019 as published in May 2020 – refers to "Totale Spesa delle famiglie residenti e Isp". (2) Eurostat 2016. (3) Bank of Italy – Appendix to the Annual Report 2019 as published in May 2020; based on value of card payment transactions (including credit, debit and prepaid cards). (4) Based on issuing and acquiring transactions.

1 Leading Scale and Positioning in the Pan-European Landscape

• €1.8bn Revenue (o/w €0.2bn international) • €1.0bn EBITDA • €0.8bn Operating Cash Flow² Financial Highlights¹ • ~#2m Merchants • ~#120m Cards • #21bn+ Acquiring and Issuing transactions Business Highlights Large Scale and Growing European Footprint Selected countries with SIA's international presence Operational presence in 15 countries serving customers

across 50+ countries also outside of Europe

Continental Europe³

• Leadership positioning in Continental Europe
• Largest payment company by acquiring transaction volumes
• Largest payment company by # of merchants
• Largest payment company by # of cards

• 1 processor of cross-border payments⁴

Italy³

• National champion in Europe's most attractive market

• 1 Merchant acquirer

• 1 Card processor

Central and South-Eastern Europe³

• Regional leader in CSEE

• 1 Card processor in the region

12 Note: Based on managerial data and elaborations; pro-forma preliminary figures. (1) Based on 2019 figures including run-rate synergies, net of intercompany adjustments. Nexi pro-forma for acquisition of Intesa Sanpaolo's Merchant Acquiring business. (2) Operating Cash Flow calculated as EBITDA net of ordinary capex and change in WC. (3) Based on management elaborations of publicly available information and internal data. (4) 40% of EBA Clearing transactions performed on STEP2.

2 Full Portfolio of Solutions and Capabilities Across the Payments Ecosystem

2 Coverage of All Current and Future Payment Rails

Omni-Channel Gateway and Omni-Acceptance Solutions

Hybrid and Future Rails Solutions

2 Deep In-house Value Chain Coverage and Control

3 Fully Integrated End-to-end Technology Powerhouse

Next Generation Product Development and Digital Innovation	• Data/artificial intelligence dedicated teams • Omni-channel, e-commerce and instant payments dedicated teams	• Hybrid cloud advanced analytics • 20k+ New IT releases over the last 12 months
Clear Leadership in Processing and Core Platforms	• 21bn+ transactions processed per year, with full set of in-house capabilities • 15bn clearing transactions processed per year	• 23m+ files transferred • 800+ dedicated professionals	2.2k+ Product & Tech Development Specialists
Deep Banking System Integration with Superior Delivery Capabilities	• ~900+ financial institutions deeply integrated on mission critical platforms • Strategic provider of banks systemic platforms and initiatives (SEPA payments, CBI Globe Open Banking Gateway, Bancomat infrastructure)	• Long-term partner of central and local PA on digital payments (PagoPA, digital payments stimulus initiatives) • Managed all major banks mergers/migration projects in 2018/2020	~€200m
Mission Critical Leading Edge Infrastructure	• 13 data centers with ~17k+ servers managed across 4 countries • 30+ PetaBytes in storage space	• ~1,600 network nodes • 500+ dedicated professionals	Annual Total IT & Innovation Spend
Superior Service Level and Availability	• 99.99% service uptime/availability in the last 12 months • 24/7 live service monitoring with ~100 dedicated professionals	• Leading edge cybersecurity with ~80 professionals and ~€10m investments in 2019	6 Digital Factories

4 Long Standing Relationships with a Broad Universe of Loyal Customers

• Trusted partner delivering mission critical services
• Long term partner for Banks and Financial institutions
• Long lasting consolidated relationships with largest clients
• Long term strategic partnerships with Intesa Sanpaolo and UniCredit
• Strategic provider of industry wide infrastructure and systems (e.g. Bancomat, CBI hub, Open Banking Gateway etc.)
• Natural partner for institutions for the acceleration of digital payments penetration
• Increased business resilience with a more diversified client base

5 Significant Value Creation from Highly Visible Synergies with Low Execution Risk

	Synergy Areas	Brief Overview
1	Cost Synergies	• Tech platforms optimisation • Insourcing and operational excellence • Procurement and other costs	~€150m Total Recurring Cash Synergies1 and Additional ~€65m One-off Capex Synergies
2	Revenue Synergies	• Cross-selling and up-selling of current and next generation solutions to international and national clients • Integrated proposition for corporates, public administrations and other institutions	15%-20% Cash EPS2 Accretive
3	Capex Synergies	• Optimization of investments in overlapping applications and new product /platform development (recurring capex) • Rationalisation of transformation investments (one-off savings)	at Anticipated Full Run-Rate Synergies; Double Digit Cash EPS2 Accretive in 2022 with ~40-50% Synergy Phasing

18 Note: (1) Includes cost synergies of ~€100m and revenue synergies of ~€50m (~€35m at EBITDA level) and recurring capex synergies of ~€15m. (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 an estimated ~50bps reduction in overall cost of funding for the combined entity.

+	Combined Financials2 (2019 Pro-forma, including run-rate synergies)
Revenue	€1.8bn
EBITDA	€1.0bn
EBITDA Margin	55%
Operating Cash Flow1	€0.8bn3
Flow Conversion Rate4 Operating Cash	81%

• Increased operating leverage and margin expansion potential
• Superior cash generation profile, with ability to support at the same time de-leveraging and investments in organic growth and M&A

19 Note: Any data and financial information contained in this presentation are preliminary and remain subject to the confirmatory due diligence to be carried out after the execution of the MoU. (1) Calculated as EBITDA net of ordinary capex and change in WC. (2) Net of intercompany adjustments; Nexi pro-forma for acquisition of Intesa Sanpaolo's Merchant Acquiring business. (3) Includes recurring capex synergies (~€15m). (4) Calculated as Operating Cash Flow divided by EBITDA.

Value Creation & Financial Benefits

Value Creation and Financial Benefits

	Key Considerations	Selected Highlights
1 Significant Value Creation from Synergies	• Highly visible synergies with low execution risk • Total recurring cash synergies of ~€150m stemming form cost optimization, revenue opportunities and capex spend optimization • Additional one-off cash savings of ~€65m on capex from combined platform	15% - 20% ~€150m Cash EPS2 Accretive at Anticipated Full Run-Rate Synergies; Recurring Cash Double Digit Cash EPS2 Accretive in 2022 Synergies1 with ~40-50% Synergy Phasing
2 Resilient and Diversified Business Model	• High quality and diversified revenue streams • Increased business resilience with a more diversified client base	Merchant Increased Client International Services Diversification3,7 (%) Revenues3,5 (%) Revenues3,5 (%) ~5p.p. 43% 13%
3 Proven Operating Leverage	• Significant improvement in operating leverage • Superior margin supported by cost synergies realisation	Fixed EBITDA Costs5 (%) Margin5 (%) >70% 55%
4 Strong Cash Generation Profile	• Superior cash generation profile, with ability to support at the same time de leveraging and investments in organic growth and M&A	€0.8bn 81% Operating Cash Operating Cash Flow Flow4,5 Conversion Rate5,6

22 Note: Any data and financial information contained in this presentation are preliminary and remain subject to the confirmatory due diligence to be carried out after the execution of the MoU. (1) Cost synergies of ~€100m and revenue synergies of ~€50m (~€35m at EBITDA level). Includes additional ~€15m recurring capex synergies. (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 an estimated ~50bps reduction in overall cost of funding for the combined entity. (3) As % of 2019 pro-forma revenues. (4) Operating Cash Flow calculated as EBITDA net of ordinary capex and change in WC. (5) Based on 2019 figures for Nexi and SIA with Nexi pro-forma for acquisition of Intesa Sanpaolo's Merchant Acquiring business, net of intercompany adjustments and including run-rate synergies. (6) Calculated as Operating Cash Flow divided by EBITDA. (7) Measured as reduction in weight of top 10 clients on total revenues.

Highly Visible Synergies with Low Execution Risk

Note: Any data and financial information contained in this presentation are preliminary and remain subject to the confirmatory due diligence to be carried out after the execution of the MoU. (1) Revenue synergies of ~€50m (~€35m at EBITDA level). (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 an estimated ~50bps reduction in overall cost of funding for the combined entity.

Attractive Financial Profile

Based on 2019 Figures (€bn - unless otherwise stated)	1 +		Recurring + = Synergies	Combined (2019PF, including run-rate synergies)
Net Revenues	1.08	0.73	0.05	2 1.81
EBITDA	0.59	0.28	0.13	1.00
EBITDA Margin	55%	38%		55%
Operating Cash Flow 4	0.47	0.18	3 0.15	0.80
Operating Cash Flow Conversion Rate 5	81%	65%		81%
Net Leverage 6	3.9x	3.6x		3.3x

Note: Any data and financial information contained in this presentation are preliminary and remain subject to the confirmatory due diligence to be carried out after the execution of the MoU. (1) Nexi pro-forma for acquisition of Intesa Sanpaolo's Merchant Acquiring business. (2) Net of intercompany adjustments. (3) including recurring capex synergies. (4) Operating Cash Flow calculated as EBITDA net of Ordinary Capex and Change in WC. (5) Including run-rate synergies; cash conversion rate calculated as Operating Cash Flow divided by EBITDA. (6) Calculated as latest available NFP over 2019A EBITDA.

Resilient and Diversified Business Model

Total Revenues: €1.8bn

• High quality and diversified revenue streams
• Increased business resilience with a more diversified client base
• Long term partner for very large number of banks and institutions

Note: Any data and financial information contained in this presentation are preliminary and remain subject to the confirmatory due diligence to be carried out after the execution of the MoU; Percentages may not add to 100% due to rounding. (1) Nexi pro-forma for acquisition of Intesa Sanpaolo's Merchant Acquiring business. (2) Net of intercompany adjustments. (3) Represents Central & South-Eastern Europe.

Superior Margin with Proven Operating Leverage

EBITDA Margin: 55%

EBITDA Margin: 55%

• Improvement in operating leverage from the combination of Nexi with SIA and cost synergies realisation

• Fixed cost to represent more than 70% of combined cost base

Note: Any data and financial information contained in this presentation are preliminary and remain subject to the confirmatory due diligence to be carried out after the execution of the MoU. (1) Nexi pro-forma for acquisition of Intesa Sanpaolo's Merchant Acquiring business. (2) Based on 2019 figures including run-rate synergies and net of intercompany adjustments. Calculated using Nexi's own operating expenses classification.

Strong Cash Generation Profile

Note: Any data and financial information contained in this presentation are preliminary and remain subject to the confirmatory due diligence to be carried out after the execution of the MoU. (1) Operating Cash Flow calculated as EBITDA net of Ordinary Capex and Change in WC. Nexi pro-forma for acquisition of Intesa Sanpaolo's Merchant Acquiring business, net of intercompany adjustments. (2) Calculated based on latest Nexi and SIA Net Financial Position as of 1H 2020 divided by pro-forma EBITDA including run-rate synergies. (3) Identifies year-end 2022.

Closing Remarks

Nexi + SIA: A New Powerful Step Forward in Our Value Creation Journey

Note: Any data and financial information contained in this presentation are preliminary and remain subject to the confirmatory due diligence to be carried out after the execution of the MoU.

(1) Including transactions concerning the former ICBPI Group (now DepoBank). (2) Based on 2019 figures for Nexi and SIA with Nexi pro-forma for acquisition of Intesa Sanpaolo's Merchant Acquiring business, net of intercompany adjustments and including run-rate synergies.

Creating a Fully Integrated European PayTech Leader

Q&A

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"). 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. Furthermore, any data and financial information contained in this presentation are preliminary and remain subject to the confirmatory due diligence to be carried out after the execution of the MoU. The information and opinions contained in this Presentation are provided as at the date hereof and are subject to change without notice. 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.

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.