Azimut Holding (AZM) Investor Update summary

Transaction overview and strategic rationale

• Signed a binding agreement with FSI to create TNB, a new digital wealth bank for Italy, unlocking up to €1.2 billion in potential value through upfront, deferred, and performance-linked payments, with Azimut retaining a 19.99% stake for future upside.

• TNB will be Azimut’s main third-party distributor and preferred banking partner for at least 20 years, distributing a broad range of Azimut products.

• The partnership is anchored by a minimum 20-year strategic framework integrating asset management, advisory, and banking services.

• The spin-off is valued at a premium (13.4x P/E) compared to Azimut’s current market multiples, strengthening capital position and supporting growth and shareholder remuneration.

• Two separate growth platforms will emerge: Azimut (global, listed) and TNB (wealth bank), with a long-term strategic partnership combining asset management and banking capabilities.

Financial impact and business structure

• Post-transaction, Azimut’s assets under management decrease by €6.3 billion to €101.2 billion, but the impact on revenues is minimal as deconsolidated assets are low-margin.

• Pro forma 2024 net profit is expected at €535 million, preserving about 90% of earnings power, with recurring net income at €364 million.

• TNB will start with €25.6 billion in client assets, over 900 advisors, and more than 100,000 clients, immediately ranking among Italy’s top 10 networks.

• Transaction structure involves Azimut acquiring a banking vehicle, contributing selected activities, and FSI acquiring 80.01% of TNB, with Azimut retaining 19.99%.

• The transaction strengthens Azimut’s capital position, enabling investments in growth, M&A, and enhanced shareholder returns.

Partnership framework and revenue model

• TNB commits to pay Azimut at least €2.4 billion over 12 years, with €200 million per year as a revenue floor, not a ceiling, extendable up to 30 or 40 years if annual targets are missed.

• If annual targets are missed, TNB must pay the difference or extend the guarantee period.

• Azimut retains governance rights in TNB, including board representation, veto rights, and a call option after seven years.

• Shareholders' agreement includes lock-up, pre-emption, drag-along, and co-sale rights, plus a call option for Azimut after seven years.

• TNB's management and financial advisors will co-invest, aligning interests with performance targets.