ICBPI Group Management attendees - Mercury Bond · 4 EXECUTIVE SUMMARY During the course of Q2...

1

Investor Presentation

August 2017

2

DISCLAIMER Important notice

You must read the following before continuing.

No representation and no liability: The information contained in this documentation has been supplied by Mercury UK HoldCo Limited (the "Company") and its affiliates (together, the “Group”), including Setefi Services S.p.A.

(now Mercury Payment Services S.p.A.) and Intesa Sanpaolo Card d.o.o. (now Mercury Processing Services International d.o.o.) which were acquired from Intesa Sanpaolo on 15-Dec-2016, the merchant acquiring business of Banca

Monte dei Paschi di Siena S.p.A. ("MPS Acquiring Services”) acquired on 30- Jun-2017 and the merchant acquiring business of Deutsche Bank S.p.A. ("DB Cards Acquiring) acquired on 1-Jun-2017 or has come from specific data

or publicly available sources. Furthermore, certain information was provided by Bassilichi S.p.A. ("Bassilichi Payments”, the "Target") in connection with the acquisition of the Target by the Group on 3 –Jul-2017. None of the

Group or the Target makes any representation or warranty or other assurance, express or implied, that this document or the information contained herein or the assumptions on which they are based are accurate, complete,

adequate, fair, reasonable or up to date and they should not be relied upon as such. None of the Group or the Target accepts any liability for any direct, indirect or consequential loss or damage suffered by any person as a result

of relying on all or any part of this document and any liability is expressly disclaimed.

No recommendation: The sole purpose of this document is to provide background information to assist investors in obtaining a general understanding of the business and the outlook of the Group and the Target. This document

contains only summary information and does not purport to and is not intended to contain all of the information that may be required to evaluate, and should not be relied upon in connection with, any potential transaction. It is

not intended to be (and should not be used as) the sole basis of any credit analysis or other evaluation, and it should not be considered as a recommendation by any person for you to participate in any potential transaction. The

Group and the Target expressly disclaim any duty, undertaking or obligation to update publicly or release any revisions to any of the information, opinions or forward-looking statements contained in this document to reflect any

events or circumstances occurring after the date of the presentation of this document.

No advice: None of the Group or the Target provides legal, accounting or tax advice, and you are strongly advised to consult your own independent advisers on any legal, tax or accounting issues relating to these materials.

Forward-Looking Statements: This document may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Forward-looking statements are based on assumptions and current

expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, levels of activity, performance or achievements to be materially different from any future results,

levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and none of the Group or the Target undertakes

publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.

Projections: Any projections or forecasts in this document are illustrative only and have been based on the estimates and assumptions described in this document in relation to them which may or may not prove to be correct.

Each recipient of this document should be aware that these projections do not constitute a forecast or prediction of actual results and there can be no assurance that the projected results will actually be realised or achieved.

Actual results may depend on future events which are not in the Group’s control and may be materially affected by unforeseen economic or other circumstances. None of the Group or the Target undertakes to publicly update or

revise any such forward-looking statements.

Financial Information: We present herein financial information derived from the unaudited financial statements of the Group for the six months ended June 30, 2017 and selected unaudited financial information for the Target as

of September 30, 2016. We also present herein certain unaudited pro forma financial information for the Group (the "Unaudited Pro Forma Financial Information") combining for the twelve months period ended June 30, 2017,

the twelve months period ended March 31, 2017, the fiscal year ended December 31, 2016 and for the twelve months period ended September 30, 2016 the financial information of (i) Istituto Centrale delle Banche Popolari

Italiane S.p.A. (ICBPI), (ii) Mercury UK HoldCo Ltd, (iii) Mercury Payment Services S.p.A. (“Mercury Payments Services”), (iv) Mercury Processing Services International d.o.o. (“Mercury Processing Services International”), (v) MPS

Acquiring Services and (vi) DB Cards Acquiring, as if the acquisition by the Group of Mercury Payment Services, Mercury Processing Services International, MPS Acquiring Services and DB Cards Acquiring had become effective on

April 1, 2016, January 1, 2016 and October 1, 2015 as applicable. We also present herein certain unaudited pro forma financial information for the Group in relation to its capital position to show for illustrative purposes the

effects of the acquisition of the Target, which was completed after the balance sheet date of June 30, 2017, on the consolidated regulatory capital ratios of the Group as of Jun-2017 (the “Unaudited Pro Forma Regulatory

Capital Information”). This information has not been audited, reviewed or compiled, and no procedures have been performed by any independent auditors with respect thereto. The Unaudited Pro Forma Financial information

and the Unaudited Pro Forma Regulatory Capital Information presented herein are for informational purposes only, and do not represent the results that would have been achieved had the acquisition of Mercury Payment

Services, Mercury Processing Services International, MPS Acquiring Services, DB Cards Acquiring and the Target been completed as of the dates or for the periods presented. The calculation of pro forma data is based on

management estimates, the unaudited financial statements and internal management accounts of Mercury Payment Services and Mercury Processing Services International, MPS Acquiring Services and DB Cards Acquiring and

selected unaudited financial information for the Target as of September 30, 2016. These numbers have not been audited and may not be derived from financial statements prepared in accordance with IFRS. Results indicated by

these pro forma measures may not be realized, and funds depicted by these measures may not be available for management’s discretionary use if such results are not realized. Expected cost savings and synergies presented

herein are based on assumptions about our ability to implement these measures in a timely fashion and within certain cost parameters. The ability of the Group to achieve these cost savings and synergies is dependent upon a

significant number of factors, some of which are out of our control. The Group may not be able to fully realize, or realize in the expected timeframe, the expected benefits from our cost measures. We present herein certain

financial measures that are not recognized by IFRS. Different companies and analysts may calculate these Non-IFRS measures differently, so making comparisons among companies on this basis should be done very carefully. These

Non-IFRS measures have limitations as analytical tools, are not measures of performance or financial condition under IFRS and should not be considered in isolation or construed as substitutes for operating profit or net profit as

an indicator of our operations in accordance with IFRS. We believe the Non-IFRS measures presented herein are useful to investors because they can provide a useful additional basis for comparing the current performance and

condition of the underlying operations being evaluated by eliminating potential differences in results of operations and financial condition between periods or companies caused by factors such as depreciation and amortization

methods, historical cost and age of assets, financing and capital structures, taxation positions or regimes and temporary accounting or non-recurring effects.

No offer: This document, the information contained in it or any other information about the Group shall not constitute or form part of any legal agreement, and does not constitute or form part of, and should not be construed

as, an offer to sell or a solicitation of an offer to subscribe for, underwrite or otherwise acquire any securities of the Group or any subsidiary or affiliate, nor should it or any part of it form the basis of, or be relied on in

connection with, any contract to purchase or subscribe for any securities of the Group or any subsidiary or affiliate, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment

whatsoever. The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.

No liability to any person is accepted by the Group, including in relation to the distribution of the document in any jurisdiction.

By attending the meeting at which this presentation is made, dialling into the teleconference during which the presentation is made or reading this presentation, you agree to be bound by the limitations set out

herein.

This document contains information that prior to its disclosure may have constituted inside information under European Union Regulation 596/2014 on market abuse.

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TODAY’S PRESENTERS

Director of Planning & Control Department since 2006

26 years of business experience within ICBPI, holding a number of positions in the most significant

departments

Davide RusnatiGroup Director of Planning & Control Department

Bernardo MingroneGroup Chief Financial Officer

Appointed CFO of ICBPI in 2016

Extensive experience in capital markets from previous roles as CFO of UniCredit and Banca Monte dei

Paschi di Siena, two of Italy’s largest public market issuers

Previously Managing Director at Bear Stearns & J.P. Morgan

4

EXECUTIVE SUMMARY

During the course of Q2 2017, the Mercury Group has continued to deliver on its strategic plans, growing its core activities, implementing key

initiatives to accelerate performance and pursuing inorganic growth strategy, with the key objective to create the leading Italian payments company

and one of the largest payments businesses in Europe as underlined in the business plan of ICBPI approved in Feb-2017

– On 1-Jun-2017 CartaSi completed the acquisition of DB Cards Acquiring and on 30-Jun-2017 completed the acquisition of Monte Paschi di Siena

Acquiring (MPS Acquiring Services)

– On 3-Jul-2017 ICBPI completed the acquisition of Bassilichi Payments

– These transactions will improve ICBPI’s merchant proposition, strengthen its payments capabilities and provide significant synergy

opportunities

In H1 2017 the Mercury Group’s performance has been strong. Both Operating Revenue and EBITDA have increased organically compared to 2016

levels, mainly due to the significantly improved performance across ICBPI’s reporting segments on the back of higher business volumes

The unaudited consolidated Mercury UK Holdco income statement for H1 2017 (that include at ICBPI Group’s level one-off costs for the acquisitions,

but not yet including the contribution to P&L of MPS Acquiring Services and including only a one-month contribution of DB Cards Acquiring) showed:

– Operating Revenue of €445m, as a result of ICBPI’s Group operating revenue of €357m (+7.5% vs H1 2016) and Mercury Payments & Processing

combined operating revenue of €87m (+0.3% y-o-y)

– EBITDA at €178m, as a result of ICBPI’s Group EBITDA of €131m (+34.3% vs H1 2016) and Mercury Payments & Processing combined EBITDA of

€47m (+0.7% y-o-y)

– Net profit of €11m, impacted by €126m of gross non-recurring items for (i) HR restructuring costs (€81m), (ii) advisory costs for transformation

program (€22m), (iii) taxes on M&A transactions (€17m), (iv) investments in Atlante write-off (€3m) and (v) other one-off costs (€3m)

Mercury UK HoldCo CET1 ratio (that fully included effect of the acquisitions of DB Cards Acquiring and MPS Acquiring Services but not yet including the

impact of Bassilichi Payments acquisition) was equal to 21.6%1 as of 30-Jun-2017

On a pro-forma basis1, including the contribution to P&L of MPS Acquiring, Mercury Group’s financial performance showed:

– Pro-forma H1 2017 Operating Revenue of €484m, up 4.9% vs. H1 2016

– Pro-forma H1 2017 EBITDA of €200m, up 18.5% vs. H1 2016; EBITDA margin increased by 4.7p.p. to 41.2%

– LTM 30-Jun-2017 Adjusted Pro Forma EBITDA2 of €457m and LTM 30-Jun-2017 Adjusted Pro Forma Net Profit Available to Sponsors’

Holdco2 of €257m

1. Pro forma financial information based on management accounts presented to illustrate the effects of the acquisition closed by the end of 30-Jun-2017 on UK HoldCo's reported financial position and results of operations. Figures include income,

expenses and other items as well as consolidation adjustments for the Group. Figures not taking into account the impacts of Bassilichi Payments acquisition (closed in Jul-2017)

2. Calculated as pro forma normalised EBITDA / profit adjusted for: capitalization of ICT expenditures, ICT and procurement savings, monetization of free card issuing services, expected average annualised decrease in interest income from AFS

Portfolio, International Debt Initiative, other normalization and €40m of expected gross synergies (€27m net of tax) with Mercury Payments & Processing, MPS Acquiring and DB Cards. Adjusted pro forma profit also adjusted for tax benefits due to

equity investment and extraordinary revenue / costs and refers to profit available to Sponsors’ HoldCo

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AGENDA

I. MERCURY GROUP: KEY CREDIT HIGHLIGHTS

II. H1 2017 TRADING UPDATE

A. MERCURY GROUP

B. ICBPI GROUP

C. MERCURY PAYMENTS & PROCESSING

III. UPDATE ON CAPITAL AND LIQUIDITY

6

AGENDA



A. MERCURY GROUP

B. ICBPI GROUP



7

Acquisition of

payment business of

Bassilichi Group

MPS Acquiring Services

Acquisition of DB’s

merchant acquiring

business in Italy

Cards Acquiring

Acquisition of ICBPI

by Advent, Bain and

Clessidra

Significant Build-up of Scale and Capabilities Through Disciplined M&A

Payments

2015

(Closed)

Q2 - 2017(Closed)

2016(Closed)

Q3 - 2017 (Closed)

Acquisition of ISP’s

issuing and acquiring

processing businesses

Acquisition of MPS’s

merchant acquiring

business

THEN NOW

...to one of the largest payments players in Europe with

Leading positioning across the various segments of the payments value chain

and more diversified customer base

Strengthened set of capabilities that will improve services and customer

proposition

Enhanced growth prospects and value creation from synergies

From established Italian player with a “Popolari” focused customer base...

MERCURY GROUP’S EVOLUTION SO FAR

ICBPI Group

2015A EBITDA:€200m

Mercury Group

Adjusted Pro

Forma EBITDA:

€459m1

Source: Group information (management accounts)

1. LTM Q3 2016 EBITDA for Mercury Group including pending acquisitions, refer to page 8 for additional details

Transformation into a scale player, with an expanded presence, improved financials and enhanced growth prospects

Now

called

Mercury

Payments

and

Processing

8

FINANCIAL PROFILE

Source: Group information (management accounts).

1. Include Mercury Payments & Processing and MPS Acquiring 2. Mercury Payments & Processing included in the consolidation perimeter for the P&L figures of Mercury Group starting from Jan-2017. MPS

Acquiring will be included in the consolidation perimeter for the P&L figures of Mercury Group starting from Jul-2017. Pro forma financial information for LTM Q3’16, 2016 YE, LTM Q1’17 and LTM Q2’ 17

based on management accounts presented to illustrate the effects of the mentioned acquisition on UK HoldCo's reported financial position and results of operations. Figures include income, expenses and

other items as well as consolidation adjustments for the Group 3. Excess capital on a phased-in basis taking into account impact from capital distribution on thresholds for the calculation of the

deductions related to equity investments in FSE 4. Calculated as pro forma normalised EBITDA / profit adjusted for: capitalization of ICT expenditures, ICT and procurement savings, monetization of free

card issuing services, expected average annualised decrease in interest income from AFS Portfolio, International Debt Initiative, other normalization and €40m of expected gross synergies (€27m net of tax)

with Mercury Payments & Processing, MPS Acquiring and DB Cards. Adjusted pro forma profit also adjusted for tax benefits due to equity investment and extraordinary revenue / costs and refers to profit

available to Sponsors’ HoldCo 5. Includes expected contribution of pending acquisition (Bassilichi Payments) and related expected synergies

Mercury Group – Reported EBITDA and Other Key Financials (€m)

200216

227 241 261

2015 YE LTMQ3'16

2016 YE LTMQ1'17

LTMQ2'17

36.5%

ICBPI Group

(Acquisition Completed in 2015)

New acquisitions1

(Completed from Dec 16 to Jun 17) Mercury Group2

93 97 97 97

44 50 48 47

137 147 145 144

LTMQ3'16

2016 YE LTMQ1'17

LTMQ2'17

EBITDA

Margin55.3%

352 374 386 405

437 440 449 457

LTMQ3'16

2016 YE LTMQ1'17

LTMQ2'17

41.5%

Mercury Group Including Pending Acquisitions – LTM Q3 2016 Adjusted Pro Forma EBITDA (€m)5

29.4%

NOTE: adjusted pro forma EBITDA including pending acquisitions based on LTM Q3 2016 figures and shown for illustrative purposes

53.7%

Adjusted Pro forma EBITDA4

Reported Pro Forma EBITDA

37.4%

46.9%46.5%

€105m

21.62%

€280m3

LTM Q2’17 Net Income

CET1 Ratio(as of Jun-2017)

Excess Capital vs. 14%(as of Jun-2017)

€257m

LTM Q2’17

Adj. PF Profit4

Mercury Payments and Processing

MPS Acquiring Services

9

AGENDA



A. MERCURY GROUP

B. ICBPI GROUP



10

Key P&L Figures

Proforma

LTM

Q2 2017

Proforma

H1 2017

H1’17

vs. H1’16

Pro Forma

(Y-o-Y)

Unaudited

consolidated

H1 2017

Operating Revenue €976m €484m +4.9% €445m

EBITDA €405m €200m +18.5% €178m

EBITDA Margin 41.5% 41.2% +4.7p.p. 40.0%

Adjusted Pro forma

EBITDA2 €457m n.a. n.a. n.a.

Adjusted Pro

forma EBITDA

margin

46.9% n.a. n.a. n.a.

Net Profit €105m €25m -84.4% €11m

Adjusted Pro

Forma Net Profit

Available to

Sponsors’ HoldCo2

€257m n.a. n.a. n.a.

Capital Position H1 2017 Q1 2017

CET1 Rt. Phased-in 21.62% 23.18%

Exc.Capital vs.14%5 €280m €330m

UPDATE ON MERCURY GROUP

Spotlight on H1 2017 Results

LTM Q2 2017 Results Breakdown1

Consolidated Summary Financials (€m)1


1. Mercury Payments & Processing included in the consolidation perimeter for the P&L figures of Mercury Group starting from Jan-2017. MPS Acquiring will be included in the consolidation perimeter for

the P&L figures of Mercury Group starting from Jul-2017. Pro forma financial information for LTM Q2’ 17 based on management accounts presented to illustrate the effects of the mentioned acquisition

on UK HoldCo's reported financial position and results of operations. Figures include income, expenses and other items as well as consolidation adjustments for the Group 2. Calculated as pro forma

normalised EBITDA / profit adjusted for: capitalization of ICT expenditures, ICT and procurement savings, monetization of free card issuing services, expected average annualised decrease in interest

income from AFS Portfolio, International Debt Initiative, other normalization and €40m of expected gross synergies (€27m net of tax) with Mercury Payments & Processing, MPS Acquiring and DB Cards.

Adjusted pro forma profit also adjusted for tax benefits due to equity investment and extraordinary revenue / costs and refers to profit available to Sponsors’ HoldCo 3. Figures exclude income,

expenses and other items at Latino level 4. Figures include income, expenses and other items at Latino and Mercury UK HoldCo level as well as consolidation adjustments for the Group 5. Excess

capital on a phased-in basis taking into account impact from capital distribution on thresholds for the calculation of the deductions related to equity investments in FSE

Commentary on proforma financials

ICBPI Group HoldCo / Consol. Adjustments4MPS/MPSI3

73.1%

18.1%

8.6%

0.2%

64,4%

24.0%

11.5%

0.1%

LTM Q2’17 Operating revenue:

€976m

LTM Q2’17 EBITDA:

€405m

Operating revenue for H1 2017 increased by €22.6m vs. H1 2016, or

4.9%, driven by strong performance of ICBPI which saw improved

performance across almost all reporting segments

Stable performance for Mercury Payments & Processing vs. H1 2016,

notwithstanding the negative one-off impacts stemming from the

transfer of acquiring activity to Intesa Sanpaolo and the termination of

Banca ITB acquiring contract at YE 2016

MPS Acquiring operating revenue increased by €0.9m in H1 2017, or

2.4%, net of one-off effect related to scheme fee change in H1 2016

Operating costs excluding D&A for H1 2017 decreased by €8.6m vs.

H1 2016, or 2.9%, driven by reductions in non-payroll expenses

EBITDA increased by €31.2m, or 18.5%, vs. H1 2016, and EBITDA

margin increased by 4.7p.p.

H1 2017 proforma net profit at €25m, due to non-recurring items of

€(126)m

Operating Revenue Breakdown EBITDA Breakdown

MPS Acq

11

UPDATE ON MERCURY GROUP (CONT’D)

Selected KPIsCombined Group – Key Performance Indicators


1.LTM Q2 2017 or June 2017 figures as applicable 2. Includes MPS Acquiring values 3. Includes debit, credit, charge and prepaid cards 4. Includes credit, charge and prepaid cards

managed under the licensing model 5. Global Custody AuC includes most of the Depositary Bank AuM 6. Normalised % change for managed cards and value of transactions taking into

account the clean-up of inactive pre-paid cards carried out by CartaSi in 2016 and the card outflow related to ISP

= Normalised Growth Rate6

+3.8%

LTM Q2 2017 Figures1 H1 2017 Figures

+7.1%

+6.0%

Positive performance in terms of volumes and number of transactions across the main business segments of Mercury Group

ICBPI Group2

Mercury

Payments &

Processing

Total

Mercury

Group

Total

Mercury

Group

%

Q2'17 vs.

Q2'16

Issuing & Acquiring

Managed cards (# - m)3 27.5 21.6 49.1 49.1 + 1.4%

Value of cards transactions (€ bn)4 83.7 - 83.7 40.5 + 6.8%

o/w Issuing 29.6 - 29.6 14.4 + 5.1%

o/w Acquiring 54.1 - 54.1 26.1 + 7.8%

Managed transactions (# - m)3 2,748 2,166 4,914 2,435 + 8.8%

o/w Issuing 1,255 889 2,144 1,066 + 8.2%

o/w Acquiring 1,493 1,277 2,770 1,369 + 9.3%

POS terminals (# - '000) 552 666 1,218 1,218 + 6.2%

Managed ATM (#) 9,145 9,265 18,410 18,410 + 2.4%

Payments

Number of banking payment transactions (# - m) 572 - 572 290 + 8.4%

Number of clearing transactions (# - m) 918 - 918 467 + 11.8%

Number of e-banking workstations (# - '000) 266 - 266 266 + 5.1%

Securities Services

Depositary bank - AuM (€ bn)5 61 - 61 61 + 7.6%

Global custody - AuM (€ bn)5 123 - 123 123 + 1.6%

Value of brokerage negotiations (€ bn) 43 - 43 26 + 18.1%

12

AGENDA



A. MERCURY GROUP

B. ICBPI GROUP



13

314.7 335.0

17.8 22.4

H1 2016 H1 2017

+7.5%

+26.2%

+6.5%

332.4357.4

90.3

124.6

7.0

6.1

97.3 130.7

H1 2016 H1 2017

+34.3%

(12.3%)

+37.9%

EBITDA

Margin29.3% 36.6% +7.3p.p.

UPDATE ON ICBPI GROUP


June YTD 2017 Figures

Cart

aSi

Paym

ents

Securi

ties

Serv

ices

BPO

Serv

ices

Oth

er

Gro

up

Acti

vit

ies2

ICBPI G

roup

% of Group

Operating Revenue68% 12% 10% 4% 6% 100%

% of Group EBITDA 75% 10% 7% 4% 4% 100%

216.8 251.0

10.5

9.7

227.3 260.7

2016 YE LTM Q2'17

36.5% 33.0%

Operating Revenue (€m)Commentary

June YTD Results LTM Results


EBITDA (€m)

655.2 675.6

33.3 38.0

688.5 713.5

2016 YE LTM Q2'17

Business Lines Other Group Activities (Treasury / Corporate Centre)

In H1 2017 the ICBPI Group’s performance continued to be strong, with its

core business growing significantly on an EBITDA basis

Operating revenue for H1 2017 increased by €25.0m, or 7.5%, vs. H1 2016,

driven by an increase of €18.9m in net fee and commission income and of

€5.1m in net interest income

Improved performance of CartaSi and Securities Services reporting

segments, as a result of the increase across almost all KPIs and

operating data

The Payments reporting segment shows revenues consistent with H1

2016; BPO Services segment shows a lower net fee and commission

income, mainly due to the run-off of the ICT Security and Internal

Controls business line

Operating costs excluding D&A for H1 2017 decreased by €8.4m, or 3.6%, vs.

H1 2016, mainly driven by efficiency initiatives

EBITDA for H1 2017 increased by €33.4m, or +34.3%, vs. H1 2016

EBITDA margin increased by 7.3p.p. to 36.6% in H1 2017, reflecting the

margin improvement across all Business Lines

Net loss of €10m, due to extraordinary and non-recurring expenses of €117m

for restructuring costs (€81m), taxes on M&A operations (€17m), one-off

projects for transformation program (€15m), investment write-down (€3m)

14

(5) 9 (16) 9 (5) 20 (20)

18 (19)

17

1,802

(27)

(65)

73 1,783

2015 YE "NaturalAttrition"

FTEsReduction

NewHirings

H1 2017

FTE Evolution (#)

70.3 75.5

49.8 44.3

90.9 86.4

18.5 19.6 5.6 1.0

235.1 226.8

H1 2016 H1 2017

70.7% 63.4%

UPDATE ON ICBPI GROUP (CONT’D)

Focus on Operating Expenses

Continued focus on efficiency enhancement, with visible

cost base reduction achieved within a short timeframe

– Significant reduction recorded vs. H1 2016 with

regards to production costs (-11.0%) and ICT costs

(-5.0%)

– Other G&A impacts by having fully expensed

yearly ordinary contribution to SRF in H1 2017

Completed the strategic enhancement of the ICBPI top

management team, resulting in a strong leadership in

place with proven execution capabilities

Acquired new capabilities and talent across all business

units, in particular focus on CVM, Digital and ICT

Acceptance of restructuring plan by 326 employees (303

FTE) at 30-Jun-2017. Exit to be spread over next 2 years

(275 employees or 254 FTE by 31-Dec-2017)

Payroll Production ICT Other GA Other1 Cost / Income (Excl. D&A)

June YTD Operating Expenses (Excl. D&A, €m)


1. “Other” includes: (i) net accruals to provisions for risks and charges and (ii) other net operating expenses / income

+7.4%

(11.0%)

+6.1%

(5.0%)

(82.9%)

H1‘17 vs. H1‘16

(Y-o-Y growth)

(3.6%)

(7.3p.p.)

Top Management Staff CIO Business OASI

15

EVOLUTION OF ICBPI GROUP’S KPIS

50.3 52.2 53.9 24.2 25.9

15.6 15.4 15.8 16.0 15.8

Issu

ing B

usi

ness

Acquir

ing &

PO

S B

usi

ness

Managed Cards¹

(# - m)

Value of Cards

Transactions2

(€bn)

Managed

Transactions1

(# - m)

Value of Cards

Transactions2

(€bn)

Managed

Transactions1

(# - m)

28.0 28.8 29.6 13.7 14.4

517 569 600

269 300 10.4%

4.8%

813 888 928

414 454

565 544 552 535

552

2015 2016 LTM Q2 2017 H1 2016 H1 2017

(1.0%)

5.1%

11.5%

6.8%

9.6%

3.2%

9.3%

(1.5%)POS Terminals

(# - ‘000)3

In H1 2017, the Issuing

business registered a

positive volume

performance

Value of cards

transactions and

number of managed

transactions registered

increases vs. H1 2016

of 5.1% (6.0% on a like-

for-like basis) and

11.5%, respectively

Number of managed

cards for the Issuing

business increased by

481k vs. Q4 2016

The Acquiring business

has also shown a solid

growth with value of

cards transactions and

number of managed

transactions increasing

vs. H1 2016 by 6.8%

and 7.9%, respectively

Number of POS

terminals increasing vs.

H1 2016 of 3.2%

CAGR 2015-

LTM Q2’17

H1‘17 vs. H1‘16

(Y-o-Y growth)Annual Figures Half Yearly Figures

Source: Group information (managerial figures)

1. Includes charge, prepaid and credit cards 2. Includes credit, charge and prepaid cards managed under the licensing model 3. LTM Q2 2017 or June 2017 figures

4. Normalised % change for the number of total cards for the Issuing Business based on adjusted figures for 2015 and Q1 2016, taking into account (i) the clean-up of inactive pre-paid cards carried out by

CartaSi and (ii) the card outflow related to ISP. Normalised % change for the value of transactions for the Issuing Business based on adjusted figures for 2015 and Q1 2016, taking into account the outflow

related to ISP. Normalised % change for the value of transactions for the Acquiring & POS Business based on adjusted figures for 2015, taking into account the outflow related to UniCredit

80.8 78.4 78.0 79.6 78.8

88.6 86.9 85.3 84.8 81.6

= Average Ticket (€)2

(2.5%)

(2.4%)

(3.8%)

(1.0%)

+6.6%


+6.0%

1.2%

3.7%

6.3%

4.2%

6.4%

16

EVOLUTION OF ICBPI GROUP’S KPIS (CONT’D)

Oth

er

Cart

aSiBusi

ness

es

Paym

ents

Debit Cards

(# - m)

Debit Cards

Transactions1

(# - m)

Total

Transactions2

(# - m)

E-Banking Work

Stations

(# - ‘000)

11.5 11.7 11.7 11.6 11.7

1,136 1,199 1,219

576 597

1,186 1,418 1,490

685 757

Managed ATMs

(#)

9,367 9,291 9,145 9,232 9,145

Depositary Bank

AuM (€bn)

57 59 61 57 61

2015 2016 LTM Q2 2017 H1 2016 H1 2017

248 261 266 253 266

Securi

ties

Serv

ices

0.9%

4.9%

(1.6%)

16.5%

4.8%

4.8%

0.6%

3.5%

(0.9%)

10.5%

5.1%

7.6%

3


1. Includes issuing and acquiring businesses

2. Including banking payment and clearing transactions

3. LTM Q2 2017 or June 2017 figures

Improved performance

in debit card servicing

with a Q1 2017 volume

growth of 3.3%

Strong performance of

payments in terms of

banking services and

clearing business, with

total transactions

increasing by 15.7%

and number of e-

banking workstations

increasing by 4.6%

Increase in depositary

bank AuM (+9.7% vs. Q1

2016), driving increase

in global custody assets

CAGR 2015-

LTM Q2’17

H1‘17 vs. H1‘16

(Y-o-Y growth)Annual Figures Half Yearly Figures

Improved performance

in debit card servicing

with a H1 2017 volume

growth of 3.5%

Strong performance of

the Payments segment

in terms of banking

services and clearing

business, with total

transactions increasing

by 10.5% and number

of e-banking

workstations increasing

by 5.1% vs. H1 2016

Increase in depositary

bank AuM (+7.6% vs. H1

2016) driving increase

in global custody assets

17

222.9242.0

H1 2016 H1 2017

69.5

98.1

H1 2016 H1 2017

40.5%31.2%

Selected Financials (€m)

EBITDAOperating Revenue

469.0 488.1

2016 YE LTM Q2'17

170.9

199.5

2016 YE LTM Q2'17

40.9%36.4%

June YTD Results LTM ResultsJune YTD Results LTM Results

+8.5%

+41.0%

+9.3p.p.

68% 67% 68% 68% 75% 71% 77% 75%

ICBPI SEGMENTAL RESULTS

CartaSi

In H1 2017, CartaSi recorded an operating revenue increase of

€19.1m (or 8.5%), primarily driven by increases in the number and

value of cards transactions across issuing and acquiring and in

managed POS

All CartaSi segments recorded a revenue growth vs. H1 2016

Card Issuing increased by €6.2m, or 6.3%

Merchant Acquiring and POS Business increased by €10.6m, or

11.2%

Other business units (debit services, ATM management and

Help Line) increased by €2.2m, or 7.6%

Operating costs excluding D&A for H1 2017 decreased by €9.5m, or

6.2%, driven by efficiency initiatives which resulted in lower non-

payroll expenses

CartaSi EBITDA recorded a growth of €28.5m in H1 2017, or 41.0%

and an improvement in EBITDA margin of 9.3p.p.

Managed Cards1 (# - m)Value of Cards

Transactions2 (€bn)

Credit Managed

Transactions (# - m)

9.4 9.6

6.2 5.9

0.4 0.4

H1 2016 H1 2017

13.7 14.4

24.2 26,1

H1 2016 H1 2017

269 300

414 454

H1 2016 H1 2017

15.816.0 40.537.9 755684

Card Acquiring

Card IssuingCharge Cards

Prepaid

Credit Cards

Card Acquiring

Card Issuing

Selected KPIs

EBITDA Margin % of ICBPI Group Operating Revenue / EBITDASource: Group information (management accounts)

1. Includes charge, prepaid and credit cards

2. Includes credit, charge and prepaid cards managed under the licensing model

3. Normalised % change for the number of total cards for the Issuing Business based on adjusted figures for Q1 2016, taking into account (i) the clean-up of inactive pre-paid cards carried out by CartaSi and

(ii) the card outflow related to ISP. Normalised % change for the value of transactions for the Issuing Business based on adjusted figures for Q1 2016, taking into account the outflow related to ISP

Commentary

(1.0%) +6.8% +10.4%


+7.1%+6.4%

18

44.3 43.8

H1 2016 H1 2017

11.012.6

H1 2016 H1 2017

28.8% 24.9%



91.2 90.7

2016 YE LTM Q2'17

23.925.5

2016 YE LTM Q2'17

28.1% 26.3%


-1.1% +14.3%

+3.9 p.p.

12% 13% 13% 13% 10% 11% 10% 11%

ICBPI SEGMENTAL RESULTS (CONT’D)

Payments

The Payments business shows growing KPIs vs. H1 2016

Operating revenue decreased by €0.5m in H1 2017, or -1.1%, driven

primarily by weakness of cheques and receivables business

Operating costs excluding D&A for Q1 2017 decreased by €2.1m, or

6.2%, driven by efficiency initiatives which resulted in lower non-

payroll expenses

Payments business EBITDA recorded a growth of €1.6m in Q1 2017,

or 14.3% and an improvement in EBITDA margin of 3.9p.p.

EBITDA Margin % of ICBPI Group Operating Revenue / EBITDA


Commentary

Total Transactions (# - m) E-Banking Workstations (# - ‘000)

267 290

418 467

H1 2016 H1 2017 H1 2016 H1 2017

757685 266253

Banking Payment Trans.

Clearing Transactions

Selected KPIs

+10.5% +5.1%

19

H1 2016 H1 2017H1 2016 H1 2017 H1 2016 H1 2017

Selected KPIs

33.136.0

H1 2016 H1 2017

5.7

9.2

H1 2016 H1 2017

25.5% 17.4%



67.0 70.0

2016 YE LTM Q2'17

13.2

16.7

2016 YE LTM Q2'17

23.8% 19.7%


+8.9%+59.9%

+8.1p.p.

10% 10% 10% 10% 7% 6% 6% 6%


Securities Services

In H1 2017 the Securities Services business has recorded a strong

growth in depositary bank AuM driven by Pension Funds and Mutual

Funds

Operating revenue increased by €2.9m in H1 2017, or 8.9%, driven

primarily by an increase in the spread on deposits and by the average

gross deposit volume growth

Operating costs excluding D&A for H1 2017 decreased by €0.5m, or

1.8%, driven by lower payroll costs and administrative expenses, due to

efficiency initiatives

Securities Services business EBITDA recorded a growth of €3.4m, or

59.9% and an improvement in EBITDA margin of 8.1p.p.

122.9121.0 26.022.0


1. Global Custody AuC includes most of the Depositary Bank AuM

Commentary

+1.6% +18.1%

Depositary Bank

- AuM (€bn)1Global Custody

- AuC (€bn)1Value of Brokerage Negotiations (€bn)

60.956.6 +7.6%

EBITDA Margin % of ICBPI Group Operating Revenue / EBITDA

20

BPO Services

Operating revenue decreased by

€1.2m, or 8.1%, primarily due to

the disposal of ICT Security and

Internal Controls business line,

which generated €2.4m of operating

revenue in H1 2016; excluding

discontinued activities revenue would

have grown YoY by €1.2m (+10.5%)

EBITDA recorded a growth of

€0.7m, or 17.4% and an

improvement in EBITDA margin of

7.7p.p.


BPO Services and Other Group Activities

Other Group Activities1

Operating revenue increased by

€4.7m, or 26.2%, driven primarily

by Treasury performance

10.59.7

2016 YE LTM Q2'17

BPO Services Selected Financials (€m)

Other Group Activities Selected Financials1 (€m)

14.313.2

H1 2016 H1 2017

8.79.3

2016 YE LTM Q2'17

34.8% 30.9%

17.8

22.4

H1 2016 H1 2017

Operating Revenue


28.0 26.9

2016 YE LTM Q2'17

EBITDA


7.06.1

H1 2016 H1 2017

4.0

4.7

H1 2016 H1 2017

Operating Revenue


EBITDA


35.5% 27.8%

33.3

38.0

2016 YE LTM Q2'17

EBITDA Margin

5%

% of ICBPI Group Operating Revenue / EBITDA

6% 5% 5% 7% 5% 5% 4%

4% 4% 4% 4% 4% 4% 4% 4%

+26.2%

(12.3%)

(8.1%) +17.4%


1. Other Group Activities include treasury activities, corporate centre and consolidation adjustments

+7.7p.p.

21

AGENDA



A. MERCURY GROUP

B. ICBPI GROUP



22

43.3 43.2

3.7 4.2

47.0 47.4

H1 2016 H1 2017

+0.7%

+11.7%

(0.2%)

UPDATE ON MERCURY PAYMENTS & PROCESSING


54.2% 54.5% +0.3p.p.

69.2 69.7

17.5 17.2

86.7 86.9

H1 2016 H1 2017

+0.3%

(1.6%)

+0.7%

88.0 88.0

8.9 9.3

96.9 97.3

2016 YE LTM Q2'17

EBITDA

Margin54.9% 55.1%

Mercury Payment Services Mercury Processing Services International

140.1 140.6

36.4 36.1

176.5 176.7

2016 YE LTM Q2'17

Operating Revenue (€m)Commentary

Mercury Payment Services1

Operating revenue increased YoY by €0.5m, or 0.7%, driven by the

increase in net fees and commissions increase, which was influenced

by the transfer of acquiring activity to ISP (effective 1.10.2016) and by

termination of the acquiring contract with Banca ITB by mutual

agreement (from 1.12.2016)

EBITDA recorded a decrease of €0.1m, or 0.2%, and a reduction in

EBITDA margin of 0.5p.p.

Net profit of €22m, including gross extraordinary/non recurring

costs2 of €8m

Mercury Processing Services International

Operating revenue decreased by €0.3m, or 1.6%, mainly due to less

business advisory services provided

EBITDA recorded an increase of €0.4m, or 11.7%, and an

improvement in EBITDA margin of 2.9p.p.

Net profit of €2.5m, increasing by €0.7m (or 36.0%) vs. H1 2016

benefitting from higher EBITDA and lower D&A as a result of decreased

depreciation of both software and hardware equipment

H1 Results LTM Results


EBITDA (€m)

EBITDA

Margin


1. H1 2016 P&L figures consider the effects of perimeter changes and updated contracts with ISP from the exact time in which they occurred, while H1 2017 P&L figures fully consider the

effects of perimeter changes and updated contracts with ISP occurred in 2016

2. Non-recurring expenses in H1 2017 were €7.9m and consisted of (i) a charge of €5.5m for one-off project costs for the transformation program initiated by the Sponsors, (ii) a charge of

€1.8m for VAT costs of capitalized POS terminals due to mandatory requirements of the circuits, (iii) a charge of €0.7m for company restructuring

23

734 760 770

368 378 470 473 494

226 247

4,879 4,675 4,984 4,868 4,984

5,034 4,976 5,112 4,982 5,112

6,500 6,649 7,169

6,459 7,169

2015 2016 LTM Q2 2017

Q2 2016 Q2 2017

9,402 9,958 10,333 9,730 10,333

164 195 214

89 108

373 455 513

207 266

364 426 450

397 450

EVOLUTION OF KPIS

Mercury Payment Services & Mercury Processing Services International

1.0%

19.5%

23.7%

15.2%

2.6%

21.6%

28.1%

13.4%

2.7%

11.0%

3.2%

6.7%

Issu

ing P

rocess

ing

Busi

ness

Managed Cards1

(# - ‘000)

Acquir

ing P

rocess

ing &

PO

S B

usi

ness

POS Terminals

(# - ‘000)

Debit

Card

Serv

icin

g &

AT

M

Managem

ent

Debit Cards

( # - ‘000)

Managed ATMs

(#)

Managed

Transactions2

(# - m)

Managed

Transactions2

(# - m)

On the issuing processing side,

strong performance in terms of

managed transactions for

Mercury Payment Services,

driven by the growing usage per

managed card

Mercury Payments Services

number of managed

transactions increased by

21.6% vs. H1 2016

Mercury Processing Services

International number of

managed transactions

decreased by 5.0% vs. H1

2016, due to continued

reduction in number of

managed cards (closing of

non-active or non-

performing card accounts)

Mercury Payment Services also

recorded strong growth in terms

of managed transactions on the

acquiring processing side

Mercury Payments Services

number of managed

transactions increased by

28.1% vs. H1 2016, mainly

driven by the increasing

number of POS (+ 13.4%)

Mercury Processing Services

International number of

managed transactions

decreased by 2.0% vs. H1

2016, improving trend on

previous quarter

Debit Cards volumes for Mercury

Payments Services in terms of

managed transactions increased

by 2.7% vs. H1 2016 while

increasing 9.6% for Mercury

Processing Services

International34

CAGR2015–LTM

Q2’17

H1‘17 vs. H1‘16 (Y-o-Y

growth)Annual Figures

Half Yearly

Figures


1. Includes charge, prepaid and credit cards 2. Includes credit, charge, prepaid cards and international circuit 3. Figures for MPSI Debit Cards Transactions include also Other Transactions such as SMS

messaging, Loyalty, Switching and Clearing & Settlement Transactions. 4. LTM Q2 2017 or June 2017 figures

CAGR2015–LTM

Q2’17

H1‘17 vs. H1‘16 (Y-o-Y

growth)Annual Figures

Half Yearly

Figures

1,288 1,207 1,185 1,261 1,185

2,330 2,303 2,096

2,296 2,096

2015 2016 LTM Q2 2017

Q2 2016 Q2 2017

78 82 80

41 39

83 84 84

41 41

212 219 216 215 216

(5.4%)

1.6%

0.3%

1.2%

(6.1%)

(5.0%)

(2.0%)

0.6%

9.6%

(8.7%)

3.5%

(6.8%)

4

Mercury Payment Services Mercury Processing Services International

Debit Cards

Transactions3

(# - m)

6.2%6.5% 2.4%1.4%

24

AGENDA



A. MERCURY GROUP

B. ICBPI GROUP



25

CET1 Cap.

(€m)872 855 737

RWA

(€m)3,760 3,954 4,424

Excess Capital

vs.14% (Phased-in)4330 280 108 207

16.66%

23.18%21.62%

18.92%

Q1 2017 Q2 2017Development

Q2 2017 Impactof M&A

Transactions

Q2 2017Pro Forma

(Estimated)

(1.56%)

Reported capital ratios assume full deduction of accrued earnings, i.e. dividend payout ratio

equal to 100% (€43m for Q1 2017 and €11m for H1 2017)

CAPITAL ADEQUACY PROFILE

Source: Company Information

1. Based on prudential scope of consolidation 2. Reported figures do not take into account the impact of the Bassilichi Payments acquisitions (completed in Jul-2017)

3. Cumulative CET1 Ratio impact stemming from the Bassilichi Payments acquisitions (completed in Jul-2017) 4. Excess capital taking into account impact from capital distribution on thresholds for the

calculation of the deductions related to equity investments in FSE 5. Calculated without applying the transitional provisions of CRD IV

Strong capital adequacy profile for Mercury UK HoldCo as of Jun-

2017, with CET1 Ratio Phased-in of 21.62% (CET1 Ratio Fully-

Loaded estimated at 21.63% based on figures as of Jun-2017)

Substantial excess capital position (vs. CET1 Ratio target of 14%) of

€280m as of Jun-2017

Decrease in CET1 Ratio Phased-in vs. Mar-2017 mainly due to (i) MPS

Acquiring Services and DB Cards Acquiring acquisitions impact on

CET1 Cap. and RWA and (ii) Mercury UK HoldCo capital increase of

€485m

Capital position of Mercury UK HoldCo expected to remain very

solid post completion of the Bassilichi Payments acquisitions

(completed on Jul-2017)

― Pro forma at 30-Jun-2017 CET1 Ratio Phased-in of 16.66%

(or 18.92% incl. €99m of "cash overfund“ at Sponsors’ HoldCo

level)

― Pro forma at 30-Jun-2017 excess capital position (vs. CET1

Ratio target of 14%) of €108m (or €207m incl. €99m of "cash

overfund“ at Sponsors’ HoldCo level)

Reported Figures 2Pro Forma for

Pending Acquisitions 3

NOTE: pro forma capital position of Mercury UK HoldCo presented to illustrate the effects of the Bassilichi Payments acquisitions (completed in Jul-2017); pro-forma CET1

Ratio Phased-in as of Jun-2017 calculated for illustrative purposes based on:

(i) the reported figures for Mercury UK HoldCo as of Jun-2017 (which already reflect the effects on Mercury UK HoldCo's capital position of the acquisition of MPS Acquiring

Services and DB Cards Acquiring, which were completed in Jun-2017) and

(ii) the capital impacts related to the Bassilichi Payments acquisitions, estimated using unaudited financial information as of 30-Sep-2016

3

Commentary Mercury UK HoldCo Capital Adequacy1 – CET1 Ratio Phased-in

Pro forma capital ratio /

excess capital assuming

equity injection into

Mercury UK HoldCo of

€99m of “Cash Overfund”

currently at Sponsors’

HoldCo level Ratio fully

reflecting the

effects of (i) the MPS

Acquiring Services and DB Cards

Acquiring acquisition

completed on

Jun-2017 and

(ii) €485m

MUKH capital

increase

(4.96%)

Excess Capital vs.

14% (Fully Loaded)5 107 206

26

€114m €71m

€103m

€11m

€185m

€71m

Residual ExcessCapital Post 2017Interest Payments

Accrued Earnings(H1 2017)

Residual Amountto Be Covered

Total RequiredFunds for 2018

€103m €103m

€206m

€206m

Paid

Excess Capital (FullyLoaded) /

"Cash Overfund"

Total AvailableFunds for 2017

Already fully deducted from

regulatory capital as of Jun-

2017 (assuming 100% Pay-

out Ratio)

Source of Funds to Service Cash Interest Payments

November 2017 cash interest payment for a total of €103m is

more than fully covered by funds already available as of today

Existing excess capital (fully loaded) and “cash

overfund” at Sponsors’ HoldCo level for a total amount

of €206m

2018 cash interest payments for a total of €185m (both May and

November) are covered at ca. 60% by funds already available as of

today:

Residual excess capital of €103m, post payment of 2017

cash interest expenses

Accrued Q1 2017 earnings of €11m (already fully

deducted from the capital base)

Residual amount to be covered for 2018 cash interest payments

in the region of €71m, equivalent to approximately €35m of

earnings to be generated in each of the next two quarters

Additional flexibility to service the upcoming cash interest payments

in light of €100m from Revolving Credit Facility which is currently

undrawn

LIQUIDITY PROFILE

Source: Group information

1. Pro forma financial information based on management accounts presented to illustrate the effects of the acquisition closed by the end of 30-Jun-2017 on UK HoldCo's reported financial position and

results of operations. Figures include income, expenses and other items as well as consolidation adjustments for the Group

2. Calculated as adjusted pro forma profit for the period (net of minority equity interests and tax leakage) attributable to the owners of the parent adjusted for: extraordinary revenue/costs,

capitalization of ICT expenditures, ICT and procurement savings, monetization of free card issuing services, expected average annualised decrease in interest income from AFS Portfolio,

International Debt Initiative, other normalization, tax benefits due to equity investment and €27m of expected net synergies with Mercury Payments & Processing, DB Cards and MPS Acquiring

Key

Dates

Future Cash

Interest Payments

May-2017

Nov-2017 €103m

Total 2017 €103m

May-2018 €92m

Nov-2018 €93m

Total 2018 €185m

2017 C

ash

Inte

rest

Paym

ents

2018 C

ash

Inte

rest

Paym

ents

Equivalent to ~€35m

of earnings to be

generated in each of

the next two

quarters, which will

benefit from

additional earnings

from pending

acquisitions after

closing

= Amount already available for 2018

= 2017 cash interest payment

Memo: Net Profit Metrics

Metric Amount (€m) Perimeter

Current

Perimeter

Reported H1 2017 11 ICBPI + Mercury Payments & Processing

Pro-forma LTM H1'171 104 ICBPI + Mercury Pay.&Pro. + MPS Acq.

Adjusted PF LTM H1'172 257 ICBPI + Mercury Pay.&Pro. + MPS Acq.

27

APPENDIX – ADDITIONAL MATERIALS

28

SPOTLIGHT ON MERCURY UK HOLDCO

Selected Financial Information as of Jun-17

Based on LTM Q2 2017 managerial figures,

pro forma normalised EBITDA of €405m for

the combined platform with ICBPI Group,

MPS Acquiring and Mercury Payments &

Processing

Adjusted pro forma EBITDA (incl. €40.5m

of expected synergies with Mercury

Payments & Processing, DB Cards and MPS

Acquiring) of €457m2

Adjusted pro forma profit available to

Sponsors' HoldCo (net of minority and tax

leakage) equal to €257m4

Net financial debt of €2.2bn, net of €99m

of cash overfund

Common Equity Tier 1 (CET1) ratio equal

to 21.6%6 as of 30th June 2017


1. Excluding D&A and non-recurring/extraordinary items

2. Calculated as pro forma normalised EBITDA adjusted for: capitalization of ICT expenditures, ICT and procurement savings, monetization of free card issuing services, expected average annualised decrease in interest income from AFS

Portfolio, International Debt Initiative, other normalization and €40m of expected gross synergies with Mercury Payments & Processing, DB Cards and MPS Acquiring; figure not taking into account the impacts of the Bassilichi Payments

acquisitions (completed in Jul-2017)

3. Calculated as pro forma profit for the period attributable to the owners of the parent adjusted for: extraordinary revenue/costs, capitalization of ICT expenditures, ICT and procurement savings, monetization of free card issuing services,

expected average annualised decrease in interest income from AFS Portfolio, International Debt Initiative, other normalization, tax benefits due to equity investment and €27m of expected net synergies with Mercury Payments & Processing,

DB Cards and MPS Acquiring; figure not taking into account the impacts of the Bassilichi Payments acquisitions (completed in Jul-2017)

4. Calculated as adjusted pro forma profit net of minority equity interests and tax leakage

5. Net financial debt defined as gross financial debt of the Sponsors HoldCos of €2.3bn minus cash at the Issuer and/or the Sponsors’ HoldCos

6. Figure not taking into account the impacts of the Bassilichi Payments acquisitions (completed in Jul-2017)

NOTE: pro forma financial information based on management accounts presented to illustrate the effects of the acquisition of Mercury Payments & Processing, DB

Cards and MPS Acquiring on UK HoldCo's reported financial position and results of operations for the twelve months period ending 30 June 2017 (figures do not take

into account the impacts of the Bassilichi Payments acquisition closed in Jul-2017, apart from net financial debt and interest expense)

Pro Forma Selected Financial Information for Mercury UK HoldCo Commentary

(€m, unless otherwise stated)LTM

Q2'17

Selected P&L Information

Pro forma total combined segment operating revenue 975.5

Pro forma normalised EBITDA1 405.1

Pro forma normalized EBITDA margin 1 41.5%

Adjusted pro forma EBITDA2 457.1

Adjusted pro forma EBITDA margin 2 46.9%

Proforma profit for the period attributable to the owners of the parent 104.8

Adjusted pro forma profit3 269.1

Adjusted pro forma profit available to HoldCo4 257.0

Selected Debt Information

Net financial debt €2.2bn5

Pro forma cash interest expense 185.3

Ratio of pro forma net financial debt to adjusted pro forma EBITDA 4.8x

Ratio of adjusted pro forma EBITDA to pro forma cash interest expense 2.5x

Ratio of adjusted pro forma profit available to Sponsors' HoldCo to pro forma cash interest expense 1.5x

Selected Capital Information

CET1 Capital Ratio 21.62%6

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