Nexi S p A : July 30th 2021 Group Financial Results as of June 30th 2021 approved. Volume and financial performance acceleration

GROUP FINANCIAL RESULTS AS OF JUNE 30TH 2021 APPROVED

VOLUME AND FINANCIAL PERFORMANCE ACCELERATION

• Revenues at € 539.5 million in 1H21, +12.9% Y/Y; € 280.9 million in 2Q21, +22.6% Y/Y
• EBITDA at € 298.2 million in 1H21, +13.9% Y/Y; € 158.3 million in 2Q21, +26.9% Y/Y
• Volume acceleration in the second quarter, with strong performance in Basic Consumption, continued recovery in Discretionary Consumption and fast recovery in High impact Consumption. From mid-July all macro-sectors back to grow versus 2019, double-digit growth on Italian cards
• Journey for creating the European PayTech Leader well progressing. Nets' merger effective from July 1st. Possible 10%+ upside of recurring cash synergies in the long term in addition to the previously announced € 320 million
• Nexi+Nets results: Revenues at € 1,039.5 million in 1H21, +9.3% Y/Y (€ 547.4 million in 2Q21, +18.4% Y/Y) and EBITDA at € 446.1 million in 1H21, +10.8% Y/Y (€ 246.0 million in 2Q21, +23.5% Y/Y)
• Improved 2021 Nexi+Nets Ambition with revenue ambition at c.+10% Y/Y and EBITDA ambition between +11% Y/Y to +13% Y/Y on a larger and more diversified base

Milan, July 30th 2021 - The Board of Directors of Nexi S.p.A. approved the Group's consolidated financial results as of June 30th 2021.

Following the gradual easing of the restrictions imposed at national level starting from mid-April, 2Q21 transaction volumes (acquiring + issuing) strongly recovered at 116 €B, + 31% vs 2Q20 and -2% vs 2Q19. In particular, 2Q21 Italian Cards accelerated the growth compared to pre-Covid levels while Foreign Cards volumes, although still negative, recovered fast. Looking at the macro consumption categories, Basic consumptions strongly performed with a double-digit growth (+18% vs 2Q20 and +32% vs 2Q19)1, Discretionary consumptions continued their recovery trend compared to 2019 and, finally, High impact consumptions strongly accelerated (in particular restaurants and bars).

In the first semester E-commerce continued to strongly perform with volumes up +54% vs 1H19 and +15% vs 1H20, net of high impact consumption sectors (i.e. travel/tourism related sectors, restaurants)1.

1 Data include International schemes only for Nexi Payments, International and national schemes for MePS. Sales volumes only

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Starting from mid-July, acquiring volumes recorded a double-digit growth vs 2019, with all macro-categories growing compared to 20192. Basic consumption category confirmed a double-digit growth (+31% vs 2019), Discretionary consumption category continued the strong recovery (+8% vs 2019) and High impact consumption sector registered a significant recovery (+4% vs 2019). Furthermore, Italian cards volumes (+26% compared to 2019) recorded growth in all sectors.

All the above trends further confirm the signs of acceleration of digital payments in Italy started last year and now clearly visible across sectors.

"The first six months of 2021 were characterized by a significant volume growth and financial performance acceleration, more visible in the second quarter, as well as by continuous progresses in the creation of the Italian PayTech leader in Europe" comments Paolo Bertoluzzo, CEO of the Nexi Group. "The volume acceleration across all sectors highlights not only the consumption recovery, which hopefully means an economic restart in our Country, but also a shift from cash to digital payments. In particular, while basic consumptions continued their accelerated growth, also restaurants, travels and tourism strongly recovered. Furthermore, during this semester, we have strongly been committed in pursuing our journey for creating the leading PayTech in Europe: after the merger with Nets, which became effective on July 1st, we expect to close the merger with SIA in the next few months, once receiving the necessary authorizations from the competent Authorities. Nexi will add an European dimension to its strong Italian roots playing a leading role in a highly competitive and strategic sector both in Italy and Europe".

2 Data refer to the last week rolling (12th - 18th July). Data include International schemes only for Nexi Payments, International and national schemes for MePS. Sales volumes only

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Key financial results

	1H20	1H21	Δ% vs.	2Q20	2Q21	Δ% vs.
	1H20	2Q20
€M
Merchant Services & Solutions	242.9	271.8	+11.9%	114.6	143.4	+25.2%
Cards & Digital Payments	180.1	206.2	+14.5%	87.5	106.9	+22.2%
Digital Banking Solutions	54.6	61.5	+12.6%	27.0	30.5	+12.9%
Revenues	477.6	539.5	+12.9%	229.1	280.9	+22.6%
Personnel & related expenses	(79.5)	(92.0)	+15.7%	(38.9)	(47.2)	+21.4%
Operating Costs	(136.3)	(149.3)	+9.6%	(65.4)	(75.3)	+15.1%
Total Costs	(215.8)	(241.3)	+11.8%	(104.3)	(122.5)	+17.4%
EBITDA	261.8	298.2	+13.9%	124.8	158.3	+26.9%
D&A	(66.1)	(73.7)	+11.5%
Interests & financing costs	(61.1)	(61.1)	+0.0%
Normalized Pre-tax Profit	134.6	163.3	+21.3%
Income taxes	(49.9)	(59.4)	+19.0%
Minorities	(0.8)	(1.0)	+30.1%
Normalized Net Profit	83.9	102.9	+22.6%

Strong financial performance in the first semester of 2021, with Revenues at € 539.5 million, +12.9% vs 1H20 and +6.1% vs 1H19. EBITDA reached € 298.2 million, +13.9% vs 1H20 and +9.9% vs 1H19, and yearly stable EBITDA Margin at 55%, despite the extraordinary Covid-19 cash cost containment plan implemented in 2020.

In the second quarter of 2021, Revenues reached € 280.9 million, +22.6% vs 2Q20 (+6.7% vs 2Q19) and EBITDA increased at € 158.3 million, +26.9% vs 2Q20 (+10.6% vs 2Q19). The EBITDA Margin was up 56%, +2 p.p. compared to both 2Q20 and 2Q19.

Nexi's operating segments delivered the following results in the first semester of 2021:

• Merchant Services & Solutions, which represented 50% of the Group's total revenues, reported revenues of € 271.8 million, +11.9% Y/Y. Transactions - both in terms of volumes and number - registered a double-digit growth compared to last year. In 1H21, 1,816 million transactions were managed, +33.7% Y/Y, with value of managed transactions at € 114.1 billion, +16.0% Y/Y. E-commerce performance registered a strong acceleration in transaction volumes, +54% vs 1H19 and +15%
  vs 1H20, net of high impact consumption sectors (i.e. travel/tourism related sectors and restaurants)3. In 2Q21, Merchant Services & Solutions reached € 143.4 million of revenues, +25.2% Y/Y supported by the accelerated volume growth;
• Cards & Digital Payments, which represented 38% of the Group's total revenues, reported revenues of € 206.2 million, up by 14.5% Y/Y. Transactions - both in terms of volumes and number - registered a double-digit growth compared to last year. In 1H21, 1,489 million transactions were managed, +30.2% Y/Y, with value of managed transactions at € 100.4 billion, up by 14.7% Y/Y. In 2Q21, Cards & Digital

3 Data include International schemes only for Nexi Payments, International and national schemes for MePS. Sales volumes only

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Payments reached € 106.9 million of revenues, +22.2% Y/Y supported by the solid volume growth and the installed base positive trend;

• Digital Banking Solutions, which represented 11% of the Group's total revenues, reported revenues of € 61.5 million, up by 12.6% Y/Y mainly attributable to some specific projects related to banks' M&A, in addition to business initiatives, e.g. Digital Banking and Open Banking, and value added services offered. In 2Q21, Digital Banking Solutions reached € 30.5 million of revenues, +12.9% Y/Y

In the first semester of 2021, Nexi confirmed the usual strong focus on cost control. Total Costs were at € 241.3 million, +1.6% vs 1H19. The Y/Y comparison (+11.8% vs 1H20) is affected by the extraordinary Covid-19 cash cost containment plan implemented in 2020.

Nexi also confirmed the strong focus on investments in technology and innovation, with total Capex, excluding the acquisition of the Milan headquarters, at € 66 million, equals to 12% of 1H21 Net revenues. In particular, € 21 million (4% of Net Revenues) was related to transformation initiatives and projects and extraordinary innovation and € 45 million (8% of Net Revenues) was related to the ordinary innovation of products and services, to the maintenance of high quality services and security and to the POS and ATM purchase. ~€ 82 million Transformation Capex are expected to be completed in the next years, in addition to Ordinary Capex equal to ~8-10% of Net Revenues. Following the announced M&A transactions, ~40 €M of savings from synergies are expected, thus reducing the remaining Transformation Capex to ~42 €M.

D&A, excluding customer contracts amortization ("Customer Contracts"), were at € 73.7 million in 1H21, +11.5% Y/Y due to significant investments in software and technological developments made in the last three years, aimed at the digital transformation of the Group.

Normalized net Interest costs were € 61.1 million in 1H21. Reported interest costs of €

77.7 million were affected by certain non-recurring costs mainly related to the bridge loan facility granted to Nexi in the context of the signing of the binding merger agreements with Nets and to the Nets and SIA debt refinancing, carried out in advance by Nexi during the first semester of 2021.

Transformation costs, below EBITDA, were € 11.1 million in 1H21, down by 58% vs 1H19 and up by € 0.8 million vs 1H20. Non-recurring items (€ 95.3 million in 1H21) include, among others, one-offs costs related to the SIA and Nets M&A transactions (€ 30.2 million) and the integration costs related to the SIA and Nets M&A transactions (€ 13.3 million), as well as the IPO costs sustained by the Financial Sponsors (€ 15.3 million).

Normalized net profit in 1H21 was € 102.9 million, up by 23% Y/Y.

As of June 30th 2021, Net Financial Debt was at € 1,928 million while the Net Financial Debt/ EBITDA ratio stood at 3.0x, in reduction compared to the previous quarters.

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The journey for creating the European PayTech Leader is progressing according to plan. On June 21st, 2021 the merger of SIA into Nexi was approved by the Extraordinary Shareholders' Meeting and the regulatory approvals are expected between September and October with the closing of the merger expected in 4Q21. For both integrations, the transformation plan is fully operational, with the different workstreams focused on the execution of the planned activities and on the realization of the synergies. A possible 10%+ total recurring cash synergies' upside in the long term in addition to the previously announced 320 €M is expected.

Combined financial results - Nexi+Nets

On a combined basis, the new Group resulting from the merger of Nets into Nexi registered a solid financial performance during 1H21. In particular, combined Revenues reached € 1,039.5 million, +9.3% Y/Y, and EBITDA reached € 446.1 million, +10.8% Y/Y. The new Group is characterized by a well diversified revenue base, both in terms of businesses and geographies, with exposure to structurally attractive and fast growing European markets (e.g. Italy, DACH region and Poland).

In light of the change in the reference perimeter following the completion of the merger with Nets, Nexi revised the Ambition 2021 announced to the market on May 13th 2021, confirming the expected revenue growth and improving the expected EBITDA growth on a larger and more diversified perimeter. In detail, assuming a continued recovery from Covid-19 with no new material restrictions across geographies, Nexi expects:

• Revenue growth between +11% and +13% y/y in 2H21 and ˜+10% y/y in FY21;
• EBITDA growth between +13% and +16% y/y in 2H21 and between +11% and +13% y/y in FY21;
• EBITDA margin up by 1 p.p. vs 2020, +3 p.p. vs 2019;
• Broadly stable Capex intensity ratio, anticipating M&A synergies;
• Continued strong organic cash flow generation and progressive de-leverage in the medium term.

Significant subsequent events

• On July 1st 2021, Nexi announced that the cross-border merger by incorporation of Nets into Nexi became effective. A total amount of 406,628,176 Nexi shares, with no express par value, were issued to service the Nets Merger, and allocated to Nets shareholders, for a capital increase of € 36,966,198.00.
• On July 10th 2021, as a result of the determination of the Actual Centurion Proceeds and in accordance with the provisions of the cross-border merger plan by incorporation of Nets into Nexi, Nexi issued by way of earn-out an aggregate amount of 5,731,575 ordinary shares of Nexi in favor of the former shareholders of, in proportion of the ordinary shares in the capital of Nets held by each former shareholder of Nets immediately prior to the effectiveness of the merger between Nets and Nexi occurred on July 1, 2021. The shares were issued on July 12th. As a result,

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