Company Presentation CERVED INFORMATION SOLUTIONS S.p.A. Last update - - PowerPoint PPT Presentation

SLIDE 1

Company Presentation

Last update – 2015 9M Results

CERVED INFORMATION SOLUTIONS S.p.A.

SLIDE 2

Disclaimer

1

This presentation and any materials distributed in connection herewith (together, the “Presentation”) do not constitute or form a part of, and should not be construed as, an offer for sale or subscription of or solicitation of any offer to purchase

• r subscribe for any securities, and neither this Presentation nor anything contained herein shall form the basis of, or be

relied upon in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. The information contained in this Presentation has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, reasonableness or correctness of the information or opinions contained herein. None of Cerved Information Solutions S.p.A., its subsidiaries or any of their respective employees, advisers, representatives or affiliates shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or

• therwise arising in connection with this Presentation. The information contained in this Presentation is provided as at the

date of this Presentation and is subject to change without notice. Statements made in this Presentation may include forward-looking statements. These statements may be identified by the fact that they use words such as “anticipate”, “estimate”, “should”, “expect”, “guidance”, “project”, “intend”, “plan”, “believe”, and/or other words and terms of similar meaning in connection with, among other things, any discussion of results of operations, financial condition, liquidity, prospects, growth, strategies or developments in the industry in which we operate. Such statements are based on management’s current intentions, expectations or beliefs and involve inherent risks, assumptions and uncertainties, including factors that could delay, divert or change any of

• them. Forward-looking statements contained in this Presentation regarding trends or current activities should not be

taken as a representation that such trends or activities will continue in the future. Actual outcomes, results and other future events may differ materially from those expressed or implied by the statements contained herein. Such differences may adversely affect the outcome and financial effects of the plans and events described herein and may result from, among other things, changes in economic, business, competitive, technological, strategic or regulatory factors and

• ther factors affecting the business and operations of the company. Neither Cerved Information Solutions S.p.A. nor any
• f its affiliates is under any obligation, and each such entity expressly disclaims any such obligation, to update, revise or

amend any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any such forward-looking statements, which speak only as of the date of this Presentation. It should be noted that past performance is not a guide to future performance. Please also note that interim results are not necessarily indicative of full-year results.

SLIDE 3

Table of Contents

2

First Nine-Months 2015 Business Review

3

Overview

1

Investment Case

4

First Nine-Months 2015 Results

2

Appendices

5

SLIDE 4

Source: PwC 1) No. 1 player In the non-captive market, considering pro-forma revenues in 2013 which include Recus and Tarida

2% 42% Corporates

290 (+3.6%)

Business Information

627 (+3.9%) 721 (+8.5%)

Cerved

Position and Market Share in 2013 359 (-4.3%)

4.2% 42.7% 7.3%1) Financial Institutions

Consumer 321 Corporates 305

€14.7m 4% of Group (+18.4% CAGR) €142.7m 43% of Group (+8.5% CAGR) €53.3m 16% of Group (+63.7% CAGR) €122.0m 37% of Group (-3.3% CAGR)

• No. 9

No.1

• No. 11)

No.1

Market

2013 Data (€m) (CAGR 11-13)

Cerved

2014 Revenues (CAGR 11-14)

NPLs 502 Corporate receivables 219

The Italian Leader in the Credit Information Market

Credit Information Credit Management Marketing Solutions

Business Information 120 Rating & Analytics 39 Real Estate 97 Consumer Information 103 3

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4

113 119 125 132 92 98 2011 2012 2013 2014 9M'14 9M'15

Consistent Growth and Cash Flow Generation

Consistent Growth EBITDA Growth High Cash Flows

Revenue (€m) EBITDA (€m) EBITDA – Capex (€m)

138 145 152 160 112 120 2011 2012 2013 2014 9M'14 9M'15 267 291 313 331 236 256 2011 2012 2013 2014 9M'14 9M'15

+8.6%/ 2.2% +7.4% / +3.9% % / % Total Growth % / Organic Growth %

Consistent Revenue, EBITDA and Cash Flow growth

Note: 2011 and 2012 EBITDA adjusted for shareholder’s fees and 2011 adjusted to review accounting policy related to the database acquisition costs

+5.1% / +3.8% +5.7% +6.8%/ +4.8% +5.2%

SLIDE 6

Proven Model, Bound for Growth

5

Mission-critical products and services through the cycle Undisputed market leadership Significant competitive advantages High revenue visibility Fundamental sector growth Untapped potential within the Italian market Cerved specific organic growth initiatives M&A Best-in-class EBITDA margins Cash conversion

2

Growth

3

Cash flow

1

Resiliency

SLIDE 7

Our Growth Strategy

6

Credit Information - Consolidate position in financial institutions Credit Information and Marketing Services - Continue to exploit the underpenetrated corporate market Exploit opportunities in adjacent markets Credit Management - Grow AUM and keep focused on collection Continue to invest in new product development and innovation Add-on opportunities focused on the Italian market

SLIDE 8

Table of Contents

7

First Nine-Months 2015 Results

2

Investment Case

4

Appendices

5

Overview

1

First Nine-Months 2015 Business Review

3

SLIDE 9

8

Group Revenues

290.6 313.5 331.3 235.5 255.9

2012 2013 2014 9M'14 9M'15

Revenue Bridge (9M’2014 – 9M’2015) – (€m) 235.5 255.9 1.7 (0.0) 19.2 0.4 (1.0)

Revenues 9M'2014 CI - Financial Institutions CI - Corporates Credit Management Marketing Solutions Other & Conso clearing Revenues 9M'2015

Credit Information

+7.9% / +5.7% +5.7% / +3.8% % / % Total Growth % / Organic Growth %

Revenues (€m) and Revenue growth (%)

+8.6% / 2.2%

SLIDE 10

9

112.4 120.1 0.8 6.7 0.2

EBITDA 9M'2014 Credit Information Credit Management Marketing Solutions EBITDA 9M'2015

Group EBITDA

EBITDA Bridge (9M’2014 – 9M’2015) – (€m) EBITDA (1) (€m) and EBITDA margin (%) 144.7 151.5 160.1 112.4 120.1

2012 2013 2014 9M'14 9M'15 48.3% 49.8% 48.3%

(1) FY 2012 EBITDA is adjusted for Shareholder Fees;

+4.7% / +4.6% +5.6/ +4.5% % / % Total Growth % / Organic Growth % +6.8% / +4.8%

47.7% 46.9%

SLIDE 11

10

Group Divisional Performance

Credit Information Credit Management Marketing Solutions

127.4 126.3 122.0 90.5 92.2 128.8 138.2 142.7 102.9 102.9 256.2 264.5 264.7 193.4 195.1 2012 2013 2014 9M'14 9M'15

Revenue EBITDA

136.8 139.3 142.1 103.1 103.9 2012 2013 2014 9M'14 9M'15 25.0 36.6 53.3 34.1 53.3 2012 2013 2014 9M'14 9M'15 4.4 7.6 11.2 6.2 12.9 2012 2013 2014 9M'14 9M'15 9.9 12.8 14.7 8.8 9.2 2012 2013 2014 9M'14 9M'15 3.5 4.7 6.8 3.1 3.3 2012 2013 2014 9M'14 9M'15

35.6% 36.5% 45.9% 20.7% 21.0% 53.4% 52.7% 53.7% 4.8%

• Fin. Inst.

Corp.

% YoY Growth %

21.9%

56.3%

45.9% 1.6%

0.9%

1.9%

17.6% 5.2%

38.5%

107.5%

59.3%

% EBITDA margin % % CAGR

35.9% 36.1% 18.2% 24.2% 53.3% 53.3% % 0.8%

SLIDE 12

11

Summary Profit and Loss

Summary Profit and Loss (€m)

€m 2013 2014 9M'14 9M'15 Revenues 313.5 331.3 235.5 255.9 % growth (YoY) 7.9% 5.7% 5.5% 8.6% EBITDA 151.5 160.1 112.4 120.1 % Revenues 48.3% 48.3% 47.7% 46.9% Depreciation & Amortization (23.3) (25.1) (18.3) (21.3) EBITA 128.2 135.0 94.1 98.8 PPA Amortization (39.4) (42.9) (32.0) (32.7) Non recurring income and expenses (7.4) (4.5) (2.1) (3.3) EBIT 81.4 87.6 60.0 62.8 Financial income 0.8 1.1 1.0 0.7 Financial expenses - non recurring

• (10.1)

(10.1) (36.4) Financial expenses (59.6) (54.6) (40.8) (32.2) PBT 22.6 24.0 10.2 (5.1) Income tax expenses (14.7) (12.0) (5.2) (3.4) Reported Net Income 8.0 12.0 5.0 (8.5) Adjusted Net Income 43.0 55.0 37.6 46.3

• f which: Minorities

1.1 1.4 0.8 1.8

SLIDE 13

12

Net Working Capital

Net Working Capital (€m) 119.5 151.5 135.3 145.3 125.5 109.6 120.2 (25.4) (30.1) (31.8) (32.4) (27.3) (24.0) (25.2) (82.5) (81.9) (73.3) (73.3) (62.9) (57.8) (57.8) 11.6 40.8 31.0 40.4 37.4 29.6 38.9 2012 2013 2014 Ex-M&A 2014 9M'14 9M'15 Ex-M&A 9M'15

Inventories Trade receivables Trade payables Deferred revenues Net Working Capital 4.0% 13.0% NWC as % of Revenues % 9.5%1) 11.5% 11.7%2) 11.0%2)

(1) Data excludes Recus , RLValue and the Creval transaction (2) NWC/Revenues based on Revenues of Recus and RL Value for the last 12 months

8.9%1)

SLIDE 14

Operating Cash Flow (€m)

Operating Cash Flow

13

(1) Cash change in Net Working Capital exludes non recurring items

€m 2013 2014 9M'14 9M'15 EBITDA 151.5 160.1 112.4 120.1 Net Capex (26.6) (28.2) (20.0) (22.5) EBITDA-Capex 125.0 131.9 92.4 97.6 as % of EBITDA 82% 82% 82% 81% Cash change in Net Working Capital(1) (24.7) 8.2 (2.3) 1.8 Change in other assets / liabilities 7.3 (13.9) (6.1) (4.2) Operating Cash Flow 107.5 126.2 84.0 95.2 as % of EBITDA 71% 79% 75% 79%

SLIDE 15

Financial Indebtedness

14

Net Financial Indebtedness (€m)

(1)9M’15 includes 10m of Revolving Credit Facility,16m of Vendor Loan, and 23.6m of breakage costs related to the refinancing transaction; H1’15 includes 5m of Revolving Credit Facility and 16m of Vendor Loan (2) Extraordinary write-off of €5.3m included related to the refinancing transaction (3) LTM EBITDA pro-forma including Recus, RLValue and the Creval transaction for the last 12 months (4) Proforma excluding extraordinary cots related to the refinancing transaction

€m 2013 2014 H1'15 9M'15 Bonds 780,0 530,0 530,0 530,0 Other financial Debt 1) 0,6 4,0 25,9 50,7 Accrued Interests 20,6 17,3 17,3 8,6 Gross Debt 801,1 551,3 573,2 589,3 Cash (50,3) (46,1) (14,3) (32,3) Capitalized financing fees 2) (28,6) (17,6) (16,2) (10,3) IFRS Net Debt 722,2 487,6 542,7 546,7 Net Debt/ LTM EBITDA 3) 4,8x 3,0x 3,3x 3,3x deduct costs related to the Refinancing Transaction (28,9) Proforma IFRS Net Debt 4) 517,8 Proforma Net Debt/ LTM EBITDA 4) 3,1x

SLIDE 16

2015 Guidance (Q1 Results Presentation)

EUR 170m (+6.2%)

FY 2015

including Creval Partnership for 3 quarters

Leverage

3.0x EBITDA long-term target, save for non-recurring

• r strategic transactions and quarterly fluctuations

Dividends

EUR 174m (+8.7%)

Organic Growth

+ EUR 4m (+2.5%) + EUR 7m (+4.5%) EUR 160.1m

FY 2014 Reported

EUR 163.2m

FY 2014 Proforma

Including Recus & RLValue

Maximize distribution of available cash, to the extent permitted by our financial condition and future investment opportunities, as per board’s programmatic resolution

15

EBITDA Leverage & Dividends

SLIDE 17

16

Revenue Growth Corporate and Mktg Solutions behind target EBITDA Growth In line with guidance Net Profit In line with targets Cash Flow In line with targets Leverage Reduce to c. 3.0x by year-end Refinancing New committed facilities in place M&A Unlikely to close another deal in 2015 Guidance for 2015 EBITDA confirmed in range of €170-174m Cerved’s performance YTD in line with most key objectives for 2015

2015 Guidance Update (Q3 Results Presentation)

SLIDE 18

17

Source: Bank of Italy 11.3% 12.4% 12.8% 12.4% 10.8% 8.6% 8.1% 7.0%

Macro Highlights

Key Economic Indicators Cerved Proprietary Data Italian unemployment Italian GDP New lending

% of companies paying over 60 days late versus contractual terms Number of proceedings (seasonally adjusted) and growth rates versus same quarter of previous year

 In Q2 2015 GDP grew

+0.3% vs the prior quarter. FMI expects +0.8% in calendar 2015

 Unemployment

at 12.4%, in line with Q1, Bank of Italy expects less than 12% in 2016

 New bank lending YTD

August 2015 grew by 21.1% vs 2014

 Cerved

proprietary data also reflecting an improved macro

 Continuing decline in

late paying companies

 Bankruptcies in Q2 2015

fell -11.1% vs Q2 2014

 Growth in the stock of

NPLs continues to slow

Growth rate compared to the previous quarter New lending volumes in € billions (quarterly)

Key highlights Late paying companies Bankruptcies NPLs Key highlights

Unemployment as % of total working population Default rate on outstanding loans (Q3 and Q4 2014 are forecasts; Cerved estimates

• n Bank of Italy data)

Source: Osservatorio Cerved

50 100 150 200

2008 – 2010 – 2012 – Q2’15

2012

Q1 Q2 Q3 Q4

2013

Q1 Q2 Q3 Q4

2014

Q1 Q2 Q3 Q4

5.8% 12.6% 8.6%

• 11.1%

Source: Osservatorio Cerved

2012

Q1 Q2 Q3 Q4

2013

Q1 Q2 Q3 Q4

2014

Q1 Q2 Q3 Q4

03% 03% 04% 04% Source: Osservatorio Cerved, Bank of Italy

2012

Q1 Q2 Q3 Q4

2013

Q1 Q2 Q3 Q4

2014

Q1 Q2 Q3 Q4

Q4

• 0,5%

Q4 0,0% Q4 0,0%

Source: ISTAT, OECD

2012

Q1 Q2 Q3 Q4

2013

Q1 Q2 Q3 Q4

2014

Q1 Q2 Q3 Q4

YoY -0.4% YoY -1.7% YoY -2.8%

Source: ISTAT

Q1 Q2 Q3 Q4

2012 2013

Q1 Q2 Q3 Q4

2014

Q1 Q2 Q3 Q4

• 39%

2015

Q1 Q2

2015

Q1 Q2

2015

Q1 Q2

2015

Q1 Q2

2015

Q1 Q2

SLIDE 19

Table of Contents

18

First Nine-Months 2015 Results

2

First Nine-Months 2015 Business Review

3

Investment Case

4

Appendices

5

Overview

1

SLIDE 20

Operational and Strategic Update

Business Review Topics

19

Finance, M&A, AGM & EGM Business Credit Information – Corporate Credit Information – Financial Institutions Credit Management Marketing Solutions Refinancing Mergers & Acquisitions New Product Development AGM & EGM

SLIDE 21

Credit Information – Corporates

20

Investing in the business to improve performance in the medium term

Low growth in Revenues in Q2 and Q3 (+1.3% and +1.2%, respectively), adversely impacted by high churn in H1 2014 and lower sales in H2 2014 Key performance indicators are solid for the first 9 months of 2015 with respect to the sale and consumption of prepaid points Currently implementing strategic revamping project to improve sales force efficiency and effectiveness to enhance growth starting from 2016

Corporate Sales Force Revamp Revenues (€m) 142.7 35.2 38.1 29.6 102.9

2014 Q1'15 Q2'15 Q3'15 9M'15

+3.3% % YTD +1.3% (2.4)%

Key Initiatives

New Go-to-Market

(Segmentation & Prospect Clients)

Teleselling for Small Clients Salesforce Reinforcement New CRM New Churn Reduction Initiatives

Q1'16 Q2'16 Q1Q3'16 Q2'16 Q1'16 Go Live Date Business Finance, M&A, AGM & EGM

+1.2% (0.1)%

SLIDE 22

Credit Information – Financial Institutions

21

After a tough 2014 the environment appears less challenging in 2015 Bank New Lending – Quarterly from 2008 (€bn) 1)

50 100 150 200 Q1'08 Q1'09 Q1'10 Q1'11 Q1'12 Q1'13 Q1'14 Q2'15

Performance in 9M 2015 at +1.9% (+2.6% in Q1, +0.2% in Q2, and +3.1% in Q3) slightly above upper target of expectations for 2015 Positive performance in real estate appraisals, balancing contraction in cadastral

• surveys. No impact yet from the envisaged consolidation of the Banche Popolari

Continuing activity on the renewal and extension of contracts with large banks Actively working with Experian to review go-to-market and product offering for the consumer credit bureau

1) Source: Bank of Italy

122.0 31.1 31.6 29.5 92.2

2014 Q1'15 Q2'15 Q3'15 9M'15

(3.4)% +1.9%

Revenues (€m)

% YTD +2.6% +0.2%

• 39%

3.1%

Business Finance, M&A, AGM & EGM

SLIDE 23

Credit Management

22

Continuing strong results with positive tailwind from market and regulatory 11.2 2.4 6.3 4.2 12.9

EBITDA 2014 Q1'15 Q2'15 Q3'15 9M'15

AuM Evolution (€bn)

Strong performance to Q3 2015 with +56.3% Revenues and +107.5% EBITDA Balanced growth in all business lines: credit workout, legal services and asset remarketing, both organic and via M&A Improved profitability reflects slightly higher collection rates, ramp-up of new portfolios, favourable product mix and benefits from cross Legislative changes appear promising as confirmed by Bank of Italy report1)

13.7 10.3 7.8 1.8 1.3 0.5

9M'2015 2014 2013 2012 2011 2010

53.3 14.1 21.9 17.2 53.3

Rev 2014 Q1'15 Q2'15 Q3'15 9M'15

+45.5% +47.2%

Revenues and EBITDA (€m)

% YTD +73.3% +37.3% +142.0% +34.2% 54.5% 56.3% 107.5% 131.7%

Business Finance, M&A, AGM & EGM

1) Bank of Italy: “The changes of the Italian insolvency and foreclosure regulation adopted in 2015”, M. Marcucci, A. Pischedda, V. Profeta, November 2015

SLIDE 24

Marketing Solutions

23

Positive acceptance of Marketing+ despite go-to-market Marketing+ Web-based Platform

YTD results slightly below expectations, with +4.8% Revenues and +5.2% EBITDA Marketing Solutions sales force suffering from fewer leads from the Corporate Credit Information field sales, due to the latter’s focus on the revamp Positive results from new product launches, and in particular Marketing+, the new web-based marketing platform Increased focus of commercial network on avoid cannibalization with the corporate credit information activities

14.7 2.9 3.4 2.8 9.2

Rev 2014 Q1'15 Q2'15 Q3'15 9M'15

+15.3%

Revenues and EBITDA (€m)

% YTD

6.8 1.0 1.4 0.9 3.3

EBITDA 2014 Q1'15 Q2'15 Q3'15 9M'15

+45.0% +6.0% +4.8% +12.2% (2.2)%

Find and compare companies Analyze sectors Improve performance

• 1. One-stop platform to satisfy key marketing and commercial needs
• 2. Vertical applicatoin dedicated to specific needs

Geomarketing tool DBforYou (web visualization tool)

• 3. Easy way to access a network of marketing analysts

Ad-hoc projects

3.4% 4.8% 4.3% 5.2%

Business Finance, M&A, AGM & EGM

SLIDE 25

New Product Development

24

Unprecedented effort to renew product range and offer new services

Data Sources Platforms & Applications Adjacent Services Web Data Open Data integration Real Estate DataBase Marketing+ Credit Monitoring Decision analytics Upgrade of main applications Real Estate Value-Added BPO Anti Money Laundering Credit on Self

Proprietary Technology Proprietary Content Higher value-added output Improved customer experience Enriched value proposition Cross-selling opportunities

Business Finance, M&A, AGM & EGM

SLIDE 26

Refinancing

Crystallizing refinancing conditions for January 2016

25

39 16 23

Bond Interest Expenses Interest Savings New Facilities Interest Expenses

TLA –Amortizing 160m E+2.00% 4 year

• avg. life

TLB – Bullet 400m E+2.50% 6 years Revolving Credit Facility 100m E+2.00% 5 years

Committed facilities of €660m (including €100m RCF) available to be drawn in January 2016, locking in attractive terms to refinance Cerved’s outstanding bonds Reduction in interest cost of approx. €23m p.a. with a reduction in weighted average cost from 7.1% to 2.7% (assuming 75% of the new facilities are swapped to fixed rate) One-off cash costs estimated at €37m (€23.4m prepayment penalties, plus upfront and ticking fees and other costs) almost entirely payable in January 2016 Non-recurring financing costs of approx. €38m in 2015 P&L include prepayment penalties (€23.4m) and the write-off the old upfront fees (approx. €15m)

Comparison of Yearly Interest Costs Overview of the New Facilities

Initial Margin % Tenor Facility Amount (€) Business Finance, M&A, AGM & EGM

SLIDE 27

Mergers & Acquisitions

26

Creval, RLValue and SpazioDati on track, Recus below expectations Mergers & Acquisitions – Summary Data Recus SpA 81% 19.0m RLValue Srl 100% 1.4m Creval Partnership 100% 21.7m SpazioDati Srl 43% 2.3m

Company Stake % Investment CI BI CM Adj. MS Advanced Preliminary Status

More Less Effort

M&A Effort and Status

Illustrative Pipeline 2015

Creval performing in line with plan, merger effective from 1 July 2015 RLValue performing above plan, merger effective from 1 April 2015 SpazioDati €1.0m capital increase to increase stake to 43% and develop new projects Recus hit by numerous factors, performance below plan, contingency plan under way Numerous opportunities in pipeline in all divisions as well as in adjacencies Pipeline exclusively focussed on opportunities in Italy

Business Finance, M&A, AGM & EGM

SLIDE 28

27

Ordinary and Extraordinary General Meeting

AGM/EGM



AGM/EGM to be called on 14 December 2015 to equip Cerved with management incentives and governance rules in line with market standards for companies with highly fragmented ownership



Key items for the agenda are:



Long Term Incentive Plan (“LTIP”) for management



Enabling resolution to issue shares up to 10% without pre- emption rights



Attributing the incumbent Board the possibility to submit its

• wn slate of candidates

Business Finance, M&A, AGM & EGM

SLIDE 29

28

Summary Long Term Incentive Plan – AGM & EGM

Key Features of New LTIP



Performance Shares with 3-year vesting. Performance indicators for rights awarded in 2016 and vesting in 2019 are:



Adjusted Pre-Tax Profit CAGR per share from 2016-2018 (70% weight): 0% vesting below 6% CAGR, 40% vesting at 6% CAGR, 100% vesting from 10% CAGR



Total Shareholder Return vs Italian FTSE Mid-Cap Index (30% weight): 0% vesting below median, 50% to 100% vesting in 3rd quartile, 100% vesting in 4th quartile



Total compensation for key managers in line with market standards. Coinvestment requirements for all categories of beneficiaries



1.5% maximum dilution of share capital to 2021 (2.925m shares) Guidelines for New LTIP



Incentivise and loyalise the management team in the long term



Wide group of beneficiaries to foster alignment with shareholders



Transparent LTIP in line with market standards

Business Finance, M&A, AGM & EGM

SLIDE 30

29

Summary Governance Resolutions – AGM & EGM

Mechanism to Appoint a New Board



Proposed change to the by-laws will allow the incumbent Board of Directors to propose its own slate for a forthcoming EGM



Current by-laws envisage that only shareholders can propose a slate slate of candidates (subject to 2.5% backing)



Total board members to remain at 11, of which 9 or 10 to be appointed by the majority list, 1 or 2 for minority lists Enabling Resolution for Capital Increases



Enabling resolution lasting 30 months to allow the Board of Directors to issue up to 10% of shares without pre-emption rights for existing shareholders



This resolution aims at ensuring that the use of shares to finance acquisitions takes place in a speedy and efficient manner



Subject to guidelines provided to the markets in terms of leverage and dividend distributions

Business Finance, M&A, AGM & EGM

SLIDE 31

Table of Contents

30

First Nine-Months 2015 Results

2

Investment Case

4

Appendices

5

Overview

1

First Nine-Months 2015 Business Review

3

SLIDE 32

Cerved is a Systemic, Mission-Critical Asset for Italy …

31

Mission-critical for the majority of corporates At the core of the Italian economy supporting c.€1.5trn credit positions

700 1,455 390 365

Stock of monitored lending New lending Commercial credit Total credit supported by Cerved Credit positions supported by Cerved Information (€bn)

Monitoring

Covering the full spectrum of the credit value chain

Recovery Underwriting Origination

c.700 c.31.200 Credit Information client base

Financial insitutions Corporates

Credit management Credit Information Marketing solutions Credit management Decision analytics and Monitoring Credit limit sizing

SLIDE 33

32

…in a growing market with room for increased penetration

Source: PwC 1) No. 1 player In the non-captive market, considering pro-forma revenues in 2013 which include Recus and Tarida

2% 42% Corporates

290 (+3.6%)

Business Information

627 (+3.9%) 721 (+8.5%)

Cerved

Position and Market Share in 2013 359 (-4.3%)

4.2% 42.7% 7.3%1) Financial Institutions

Consumer 321 Corporates 305

€14,7m 4% of Group (+18.4% CAGR) €142.7m 43% of Group (+8.5% CAGR) €53,3m 16% of Group (+63.7% CAGR) €122,0m 37% of Group (-3.3% CAGR)

• No. 9

No.1

• No. 11)

No.1

Market

2013 Data (€m) (CAGR 11-13)

Cerved

2014 Revenues (CAGR 11-14)

NPLs 502 Corporate receivables 219

Credit Information Credit Management Marketing Solutions

Business Information 120 Rating & Analytics 39 Real Estate 97 Consumer Information 103

SLIDE 34

33

Data sourcing Data processing Products Sales

 Investment of c.€40m

p.a.

 16mm companies

and 20mm company- related individuals for >40 years

 Mix of proprietary,

unofficial and official information making it difficult to replicate

 More than 450 FTEs

who process, analyse and check the data

 More than 200 FTEs in

the IT department: almost all of the products are online

 Broadest product

range for corporates and financial institutions: c.30 families and c.180 individual products

 More than 30 FTEs in

the marketing department

 National sales network

• f approx. 350 FTEs

− More than 300 FTEs for corporates − Around 45 FTEs for financial institutions

Business Information Value Chain based on Scale

SLIDE 35

Cerved revenue Breakdown 2014

34

RMS 2013 (1) Cerved CAGR 11-14 Cerved CAGR 11-13 Market CAGR 11-13

Source: Company information, PwC (1) Relative Market Share: Cerved’s revenue divided by revenue of No. 2 market player

Credit Information

1.6x 2.4% 3.6% (1.0%)

€649m

Credit Information 80%

Market size and Cerved’s market share in Credit Information 2014

41% market share

Undisputed Leader in Italian Credit Information

SLIDE 36

Crif Infocamere Ribes Assicom Visura REAG 4 Prometeia Wise 0% 10% 20% 30% 40% 50% 60% 0.00 0.20 0.40 0.60 0.80 1.00 1.20 1.40 1.60 1.80 2.00 EBITDA Margin % Relative Market Share in Credit Information (RMS)(1)

35

Sources: Company information, AIDA, PwC Estimates (1) RMS = Competitor revenue / Cerved’s revenue; except for Cerved’s RMS which is defined as Cerved’s revenue divided by the revenue of the No. 2 market player

Scale vs. profitability – Cerved vs. competitors 2013A

A bubble of this size represents €30 million in revenue

Cerved’s Market Share commands Best-In-Class Margins

SLIDE 37

29.7% 34.6% 35.1% 48.3%

36

EBITDA margin 2014A Operating cash flow margin 2014A(1)

Source: Company information for Cerved and comparables (1) Defined as (adj. EBITDA – Capex)/Revenue (2) LTM as of September 2014

26.5% 31.0% 27.0% 39.9%

(2) (2)

Compared to the Largest Publicly Listed Peers, Cerved’s Profitability is also Unmatched

SLIDE 38

Credit Information and Credit Management Markets

255 265 270 275 290 123 126 123 119 120 123 134 118 98 97 41 44 41 40 39 123 115 110 102 103

665 684 662 634 649

2009 2010 2011 2012 2013

37

Credit Information Market (€m)

(6,1)% (1,0)% (7,4)% (1,0)% 2,6%

(0.6)%

Source: IMF, AIFI (Associazione Italiana Private Equity e Venture Capital), AIDA, Financial Reports, PwC Estimates

Consumer Information Banks Rating & Scoring Banks Real Estate Banks Business Information Banks Business Information Corporate

152 164 180 192 219 256 276 311 323 359 100 107 121 133 142

508 547 612 648 721

2009 2010 2011 2012 2013

+9.1%

10.1% 8.0% 8.1%

Bank NPLs Consumer Finance NPLs Corporate NPLs CAGR ‘09-’13 CAGR ‘09-’13

Credit Management Market (€m)

SLIDE 39

Resilient Demand for Credit Information across Economic and Credit Cycles

38

Increasing need for credit checks Increasing receivable volumes Increasing new lending and stock of loans Increasing economic activity Higher scrutiny and monitoring Increasing need for more frequent checks and credit information

Resiliency Growth

Negative macro environment Positive macro environment

Increasing counterparty risk Corporates Financial institutions Corporates Financial institutions

Resiliency Cash flow Growth

SLIDE 40

Increasing SME Credit Information penetration expected to continue

1,185 510 437 395 394

The SME Market represents Significant Untapped Potential for Credit Information

Large SME market

Thousands of SMEs (10-250 FTEs) 2013A

Long enforcement times

Average days to enforce a contract 2014A

34% 34% 35% 35% 37% 38% 40% 41% 43% 44% 08A 09A 10A 11A 12A 13E 14E 15E 16E 17E

(1) For companies with more than €1mm in revenue (2) For Italy, penetration represents the weighted average of: 25/35% penetration for ~170k small companies (10-49 FTEs); 60/70% penetration for ~20k medium companies (50-200 FTEs); 70/80% penetration for ~4k large companies (>200 FTEs)

Credit Information penetration 2012A (%) Credit Information penetration 2008A-17E(%)

39

Italian SMEs usage of Credit Information underpenetrated vs. UK

Resiliency Cash flow Growth

78%(1) 37%(2)

Source: World Bank Source: Annual Report of European SMEs 2014 – European Commission (data on 2013)

191 186 158 123 392

Source: Eurostat, Cerved Group, Interviews to industry experts Source: Eurostat, Cerved Group, Interviews to industry experts

SLIDE 41

227 216 201 183 156 125 107 78 59 2017E 2016E 2015E 2014E 2013 2012 2011 2010 2009

Market NPLs

40

13.7 10.3 7.8 1.8 1.3 0.5 2015 2014 2013 2012 2011 2010

Cerved NPLs

Captive portfolio purchased prior to 2009 €0.8bn SPV corporate /SME €4.3bn on 3 SPVs €1.9bn consumer finance €0.9bn SPV consumer loan

Market Growth

Credit Management Growth in NPLs(1)

Resiliency Cash flow Growth

(1)1) Excludes Finservice which operates on the collection of NPLs for corporates. (2)2) As of June 30th, 2015

25.4% 7.4% CAGR 2009A–14E: CAGR 2014E–17E:

€0.5bn various banks contracts €2.1bn from Creval agreement

Cerved Growth

Pre-crisis level of €40-50bn Current level of €183bn, expected to increase to €227bn by 2017 #1 Independent Player Growth from i) NPL growth and ii) increased outsourcing/NPLs disposals acted by banks

(1)Source: Prometeia Source: Company information

Market NPLS Cerved NPLs

SLIDE 42

 Increasing NPL volumes  Low liquidity, low collections, higher

fees

 Decreasing NPL prices, outsourcing

Credit Management Model across the Economic Cycle

41

Negative economic cycle Opportunistically intake massive portfolios Maximize collections Positive economic cycle

 Increasing liquidity  Refinancing options for debt holders  Increasing collections

Resiliency Cash flow Growth

Illustrative impact of economic cycle

NPL stock Collection rates Time

SLIDE 43

Consolidation of core markets

Deal Revenue

€28mm Dec 2003 €6mm Dec 2007 €67mm Dec 2008 €16mm Dec 2011 €10mm Mar 2013 n.m. Start-up €1mm Dec 2010

Data Services

Cerved M&A track record 2004-2014

2004 2005 2008

€14mm Mar 2012

Information Services

2012 2011 2013 2014

Illustrative M&A pipeline for 2015

Resiliency Cash flow Growth

Entry into adjacent markets

M&A Track Record and Pipeline

€0.5 Dec 2013 €15.7mm Dec 2014 €8-9m in FY2015 42

CI BI CM Adj. MS

Advanced Preliminary Status

More Less Effort

M&A Effort and Status

2015

SLIDE 44

126 58 74 39 30 23 6 Actual 2014 Operating Cash Flow Interest on Existing €530m Bonds Illustrative Cash Taxes (1) Illustrative Free Cash Flow (Pre-refinancing) Interest Savings on Forward Start Refinancing Cash Taxes on Interest Savings Illustrative Free Cash Flow (Post-refinancing)

(1) Estimated value for the long term using an overall 34% tax rate; cash taxes in 2015 expected to be higher due to non-recurring timing effects

Illustrative Free Cash Flow

43

Resiliency Cash flow Growth

Illustrative 2014 Free Cash Flow Bridge excluding non-recurring items

Pre Bond Refinancing Post Bond Refinancing

SLIDE 45

Table of Contents

44

First Nine-Months 2015 Results

2

Appendices

5

Investment Case

4

Overview

1

First Nine-Months 2015 Business Review

3

SLIDE 46

45

Basis for Financial Information

• Please note that Cerved Information Solutions SpA (“CIS SpA”) was

incorporated on 14 March 2014 and holds a 100% stake in Cerved Group SpA (“CG SpA”) since 28 March 2014

• In order to provide complete financial information to reflect CIS SpA

consolidated business operations, the financial data referred to FY2014 and FY2013 are represented via the following accounts’ aggregation respectively: (i.) CG SpA from 1 January to 31 March 2014 and CIS SpA from 14 March to 31 December 2014, and (ii.) Cerved Holding SpA from 1 January to 27 February 2013 and Cerved Group SpA from 9 January to 31 December 2013

• On a consolidated basis, there are minor differences between the accounts of

CIS SpA and CG SpA, mainly related to costs connected to CIS SpA’s status as listed company, and costs incurred to carry out the IPO of CIS SpA (in 2014 results)

• Financial information are provided to investors at two different levels: CIS SpA

(listed on the Milan Stock Exchange) and CG SpA (issuer of €530m of bonds)

SLIDE 47

46

Group Revenues and EBITDA - Quarterly Analysis

112.4 120.1 9M

2014 2015

235.5 255.9 9M

2014 2015

Quarterly Analysis - Revenues (€m) Quarterly Analysis - EBITDA(€m) 79.3 84.7 71.5 83.0 94.6 78.3 Q1 Q2 Q3 38.1 41.3 33.1 39.4 45.0 35.7 Q1 Q2 Q3

Total Growth % / Organic Growth % +11.6% / +4.6% % / % +8.6% / +2.2% +4.7% / (0.7)% +6.8% / +4.8% +9.1%/ 7.4% +3.6% / +1.1% +9.5% / +2.3% +7.7% / +5.9%

SLIDE 48

47

Credit Information – Quarterly Analysis

66.4 69.2 57.9 193.4 66.3 69.7 59.1 195.1 Rev CI - Q1 Rev CI - Q2 Rev CI - Q3 Rev CI - 9M

2014 2015 30.3 31.5 28.6 90.5 31.1 31.6 29.5 92.2

Rev- Q1 Rev - Q2 Rev - Q3 Rev - 9M Credit Information – Financial Institutions – Rev (€m)

3.1%

36.1 37.7 29.2 102.9 35.2 38.1

29.6

102.9

Rev- Q1 Rev - Q2 Rev - Q3 Rev - 9M

2014 2015

Credit Information – Corporate – Rev (€m) 35.2 37.4 30.4 103.1 36.0 37.4 30.6 103.9 EBITDA - Q1 EBITDA - Q2 EBITDA - Q3 EBITDA - 9M

2014 2015

Credit Information – Revenues (€m)

(0.1)% 2.1%

Credit Information – EBITDA (€m)

1.9% 1.3% (2.4%) 2.2% (0.2)% 0.8% 0.2% 2.6% 1.2% (0.1)% 0.9% 0.8% 0.4%

SLIDE 49

48

Credit Mgmt and Marketing Solutions – Quarterly Analysis

1.0 1.2 0.9 3.2 1.0 1.4 0.9 3.3 EBITDA - Q1 EBITDA - Q2 EBITDA - Q3 EBITDA - 9M

2014 2015

(2.2%)

1.8 2.6 1.8 6.2 2.4 6.3 4.2 12.9 EBITDA - Q1 EBITDA - Q2 EBITDA - Q3 EBITDA - 9M

2014 2015

Marketing Solutions – Revenues and EBITDA (€m) 10.3 12.7 11.2 34.1 14.1 21.9 17.2 53.3 Rev - Q1 Rev - Q2 Rev - Q3 Rev - 9M Credit Management – Revenues and EBITDA (€m) 2.8 3.2 2.8 8.8 2.9 3.4 2.8 9.2 Rev - Q1 Rev - Q2 Rev - Q3 Rev - 9M

37.3% 73.3% 54.5% 34.2% 4.8% 6.0% 3.4% 142.0% 107.5% 12.2% 4.3% 131.7% 4.8% 5.2% 56.3%

SLIDE 50

Profit and Loss

49

Source: Company Information, 2013 as “Added data”, 2014 as “Aggregated data”; for further details refer to CIS S.p.A. Quarterly and Annual Reports

€m 2013 2014 9M'14 9M'15 Total Revenues (including other income) 313.7 331.6 235.6 256.0 Cost of raw material and other materials (2.8) (7.0) (5.0) (6.0) Cost of Services (77.6) (76.3) (55.7) (57.8) Personnel costs (67.2) (73.7) (52.2) (61.4) Other operating costs (8.1) (8.2) (5.8) (6.4) Impairment of receivables and other provisions (6.4) (6.3) (4.5) (4.4) EBITDA 151.5 160.1 112.4 120.1 Depreciation & amortization (23.3) (25.1) (18.3) (21.3) EBITA 128.2 135.0 94.1 98.8 PPA Amortization (39.4) (42.9) (32.0) (32.7) Non-recurring income and expenses (7.4) (4.5) (2.1) (3.3) EBIT 81.4 87.6 60.0 62.8 PBT 22.6 24.0 10.2 (5.1) Income tax expenses (14.7) (12.0) (5.2) (3.4) Reported Net Income 8.0 12.0 5.0 (8.5) Adjusted Net Income 43.0 55.0 37.6 46.3

• f which: Minorities

1.1 1.4 0.8 1.8

SLIDE 51

50

Balance Sheet

Source: Company Information, 2013 as “Added data”, 2014 as “Aggregated data”; for further details refer to CIS S.p.A. Quarterly and Annual Reports (1) Non cash item (2) Net of capitalized financing fees

€m 2013 2014 9M'14 9M'15 Intangible assets 501.1 472.4 470.7 441.3 Goodwill 708.6 718.8 709.1 739.6 Tangible assets 16.6 17.3 16.7 16.9 Financial assets 14.9 14.9 16.8 15.2 Fixed assets 1,241.3 1,223.4 1,213.3 1,213.0 Inventories 1.3 0.7 2.1 1.8 Trade receivables 151.5 145.3 125.5 120.2 Trade payables (30.1) (32.4) (27.3) (25.2) Deferred revenues (83.1) (73.3) (62.9) (57.8) Net working capital 39.6 40.4 37.4 38.9 Other receivables 5.8 7.1 7.2 8.0 Other payables (20.4) (26.1) (23.9) (31.4) Net corporate income tax items (27.2) (18.8) (17.2) (8.7) Employees Leaving Indemnity (10.9) (13.1) (12.2) (13.1) Provisions (15.0) (11.1) (11.5) (8.6) Deferred taxes (1) (119.8) (109.1) (107.5) (94.6) Net Invested Capital 1,093.3 1,092.7 1,085.5 1,103.7 IFRS Net Debt (2) 722.2 487.6 488.9 546.7 Group Equity 371.1 605.1 596.6 557.0 Total Sources 1,093.3 1,092.7 1,085.5 1,103.7

SLIDE 52

51

Cash Flow

Source: Company Information, 2013 as “Added data”, 2014 as “Aggregated data”; for further details refer to CIS S.p.A. Quarterly and Annual Reports

€m 2013 2014 9M'14 9M'15 EBITDA 151.5 160.1 112.4 120.1 Net Capex (26.6) (28.2) (20.0) (22.5) EBITDA-Capex 125.0 131.9 92.4 97.6 as % of EBITDA 82% 82% 82% 81% Cash change in Net Working Capital (24.7) 8.2 (2.3) 1.8 Change in other assets / liabilities 7.3 (13.9) (6.1) (4.2) Operating Cash Flow 107.5 126.2 84.0 95.2 Interests paid (29.1) (51.7) (51.7) (38.1) Cash taxes (18.4) (24.1) (19.2) (28.4) Non recurring items 0.1 (3.4) (1.4) (2.3) Cash Flow (before debt and equity movements) 60.1 46.9 11.6 26.3 Net Dividends (0.1) 1.0 0.9 (39.8) Acquisitions / deferred payments / earnout (509.4) (20.9) (1.5) (23.5) IPO Capital Increase (net of IPO costs)

• 220.2

226.6

• Other
• (0.1)

(4.3) (1.1) Debt drawdown / (repayment) 482.8 (254.5) (252.5)

• Net Cash Flow of the Period

33.5 (7.5) (19.2) (38.0)

SLIDE 53

Adjusted Net Income Bridge

52

Source: Company Information, 2013 as “Added data”, 2014 as “Aggregated data”; for further details refer to CIS S.p.A. Quarterly and Annual Reports Note: PPA Amortization refers to business aggregation processes

€m 2013 2014 9M'14 9M'15 Reported Net Income 8.0 12.0 5.0 (8.5) Non recurring income and expenses 7.4 4.5 2.1 3.3 Capitalized financing fees 4.1 3.4 2.6 2.1 PPA Amortization 39.4 42.9 32.0 32.7 Financial charges non-recurring

• 10.1

10.1 36.4 IRS termination

• 1.0
• Fiscal Impact of above components

(15.8) (18.9) (14.2) (19.7) Adjustments 35.1 43.0 32.6 54.8 Adjusted Net Income 43.0 55.0 37.6 46.3