Company Presentation - Cerved Company Company... · Company Presentation Last update – 2015 9M...

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Company Presentation Last update 2015 9M Results CERVED INFORMATION SOLUTIONS S.p.A.

Transcript of Company Presentation - Cerved Company Company... · Company Presentation Last update – 2015 9M...

Company Presentation

Last update – 2015 9M Results

CERVED INFORMATION SOLUTIONS S.p.A.

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 or 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 otherwise 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 other factors affecting the business and operations of the company. Neither Cerved Information Solutions S.p.A. nor any of 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.

Table of Contents

2

First Nine-Months 2015 Business Review 3

Overview 1

Investment Case 4

First Nine-Months 2015 Results 2

Appendices 5

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%)

Ce

rve

d

Po

sitio

n a

nd

Ma

rke

t Sh

are

in

20

13

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

Ma

rke

t

20

13 D

ata

(€

m)

(CA

GR

11

-13

)

Ce

rve

d

20

14

Re

ve

nu

es

(CA

GR

1

1-1

4)

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

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%

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

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

Table of Contents

7

First Nine-Months 2015 Results 2

Investment Case 4

Appendices 5

Overview 1

First Nine-Months 2015 Business Review 3

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%

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%

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

Re

ve

nu

e

EB

ITD

A

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%

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

of which: Minorities 1.1 1.4 0.8 1.8

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)

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%

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 Transact ion(28,9)

Proforma IFRS Net Debt 4) 517,8

Proforma Net Debt/ LTM EBITDA 4) 3,1x

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

or 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

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)

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

on 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

Table of Contents

18

First Nine-Months 2015 Results 2

First Nine-Months 2015 Business Review 3

Investment Case 4

Appendices 5

Overview 1

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

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

Q1Q3'16 Q2'16

Q1'16

Go Live Date

Business

Finance, M&A, AGM & EGM

+1.2%

(0.1)%

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

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

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

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

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

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

Mo

re

Less

Eff

ort

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

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

own slate of candidates

Business

Finance, M&A, AGM & EGM

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

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

Table of Contents

30

First Nine-Months 2015 Results 2

Investment Case 4

Appendices 5

Overview 1

First Nine-Months 2015 Business Review 3

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

Sto

ck o

f

mo

nito

red

len

din

g

Ne

w le

nd

ing

Co

mm

erc

ial

cre

dit

Tota

l cre

dit

sup

po

rte

d b

y

Ce

rve

d

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

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%)

Ce

rve

d

Po

sitio

n a

nd

Ma

rke

t Sh

are

in

20

13

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

Ma

rke

t

20

13 D

ata

(€

m)

(CA

GR

11

-13

)

Ce

rve

d

20

14

Re

ve

nu

es

(CA

GR

1

1-1

4)

NPLs 502

Corporate receivables

219

Credit Information Credit Management Marketing Solutions

Business Information

120

Rating & Analytics 39

Real Estate

97

Consumer Information

103

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

of approx. 350 FTEs

− More than 300 FTEs

for corporates

− Around 45 FTEs for

financial institutions

Business Information Value Chain based on Scale

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

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

EB

ITD

A M

arg

in %

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

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

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)

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

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

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

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

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

Mo

re

Less

Effo

rt

M&A Effort and Status

2015

126

58

74

39

30 23

6

Ac

tua

l 2014

Op

era

tin

g C

ash

Flo

w

Inte

rest

on

Exis

tin

g

€530m

Bo

nd

s

Illu

stra

tive

Ca

sh

Taxe

s (1

)

Illu

stra

tive

Fre

e

Ca

sh F

low

(Pre

-re

fin

an

cin

g)

Inte

rest

Sa

vin

gs

on

Fo

rwa

rd S

tart

Re

fin

an

cin

g

Ca

sh T

axe

s o

n

Inte

rest

Sa

vin

gs

Illu

stra

tive

Fre

e

Ca

sh F

low

(Po

st-r

efin

an

cin

g)

(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

Table of Contents

44

First Nine-Months 2015 Results 2

Appendices 5

Investment Case 4

Overview 1

First Nine-Months 2015 Business Review 3

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)

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%

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%

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%

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 Serv ices (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

of which: Minorities 1.1 1.4 0.8 1.8

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

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 Div idends (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)

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