Banca IFIS S.p.A.

Banca IFIS S.p.A.

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Feb 11Next Earn

Q4 FY2025 · Earnings Call TranscriptFebruary 11, 2026

Operator

Good afternoon. This is the Chorus Call conference operator.

Welcome, and thank you for joining the Banca IFIS fourth quarter 2025 results conference call. As a reminder, all participants are in listen-only mode.

After the presentation, there will be an opportunity to ask questions. Should anyone need assistance during the conference call, they may signal an operator by pressing * and 0 on their telephone.

At this time, I would like to turn the conference over to Mr. Frederik Geertman, CEO of Banca IFIS.

Please go ahead, sir.

Frederik Geertman

Thank you, madam, and good afternoon, everybody. Welcome to our full year 2025 results call.

We're very pleased to update the market on our quite robust financial performance and on the progress that we've made in integrating illimity. I'm joined today in our call by Roberto Ferrari, our CFO; by Fabio Lanza, our COO; and Martino Da Rio, the Investor Relations representative.

They will illustrate probably some specific aspects later on in the presentation. As you will have seen on the presentation, we will both give you a consolidated view that includes a very specific explanation of the extraordinary items connected to the transaction and a view on Banca IFIS standalone, so that you have full transparency on its evolution.

I will take you straight to page 4, where we give the executive summary of the results. In 2025, the group presents a net income of €328 million, underscoring the resilient profitability of Banca IFIS and our first illimity consolidation, which entails, as you will know, both badwill and non-recurring expenditures.

This was affirmed by successfully achieving the 2025 standalone guidance that we gave of roughly €160 million, and it also includes the fourth quarter 2025 loss due to the integration costs that were booked as expected and on the due diligence of illimity's assets and the write-offs on their loan book. Capital: CET1 ratio is solid at 13.7% that includes the net income, but after deducting the 2025 dividends that the board is proposing, and also includes the non-core stake in Hype disposal that contributes roughly 55 basis points.

In January, we successfully completed a €400 million Tier 2 bond issuance. We refinanced the outstanding Tier 2.

We did that much ahead of time. We wrote a 4.55% coupon, and I'm pleased to say it achieved the tightest spread on a Tier 2 in the bank's 40-year history, also much lower than the bonds that we will replace.

The board proposes €129 million total dividends in 2025. That's €2.12 dividend per share.

Of this, 73 were paid on November 26th last year, and 56 will be paid on May 20th, 2026. You will note that the dividend per share has been kept constant, and therefore, given that the total number of shares has increased with the acquisition of illimity, we are, in fact, increasing the dividend that the bank is able to pay out in this moment.

Page 5, update on illimity. In the second half of the year, we conducted, as a comprehensive analysis of the business and the loan portfolio and the investment portfolio, alongside the ECB-requested due diligence, which was done by an external auditor.

Both the external auditor and our internal teams have gone through the balance sheet. This has revealed €75 million of adjustments.

Of this, €20 million were already booked in the nine-month results, in Q3. The remaining €55 million are recognized in the fourth quarter, and that's driven by Banca IFIS's more conservative assessments on those assets and by the independent third party that did the due diligence.

We confirm the €75 million annual pretax cost and revenue synergies, and we can do that quite solidly, in particular because we have made some significant headway in restructuring illimity's IT partnerships. This will deliver a lot of simplification, but also significantly reduce legal risks, operating costs, and complexity, and therefore secures the 2027 synergies target, which we can now affirm is solid.

The strategic review of illimity's non-core assets is underway. As mentioned, we take a look at strategic fit, should the bank be in this business; long-term value; capital expenditures that may be necessary or FTEs that may be required to keep them up and running.

On the basis of all these elements, we evaluate the items that can go for sale. That is ongoing, and we can report that the most significant one, the first one, the stake in Hype was executed, the sale for 85 million.

That is now done. Last but not least, we're very pleased to announce the nomination of Raffaele Zingone, Group Chief Commercial Officer, as CEO of illimity.

Now that we have completed the due diligence and take control phase, if you will, I will refocus on the group role, and Raffaele will take the role in illimity and drive its commercial relaunch, which we will update the market on in the next quarters. Today, we will give you information on these financials and these milestones, but we want to briefly take a moment to illustrate what the overall strategic goal is here with this acquisition.

On page 6, we show you how we represent the project on which we are engaged, which is long-term value creation leveraging on the combined group excellences. Here you can see it represented quite simply, and we think a rather compelling vision of the complementary specialties and capabilities becomes quite apparent.

Starting on the left, what do we get from illimity in terms of retail? A smart digital retail banking platform that we consider state of the art.

This platform will become the group's retail engine. We are migrating our existing retail customers in Banca IFIS, also for term deposits, onto this platform.

We are strengthening that with Banca IFIS's credit know-how. I refer to—you can see them listed in purple at the lower part—consumer finance.

You will recall we have a performing consumer finance business in Capitalfin with salary loans, potentially extendable to personal finance. We have an existing high-tech rental business that caters to private individuals, you can rent, for instance, a phone or a PC financed by Banca IFIS.

In that context, we have developed real-time credit scoring for retail customers that is ongoing today. Of course, we have automotive leasing, which we do for individuals.

There's a lot of Banca IFIS retail credit know-how that we will place into the personal digital retail banking space that we have now significantly strengthened with what we have acquired. This is going to, first of all, generate revenue streams, of course, leveraging on these capabilities, but will also strengthen our capability to generate cheaper funding connected to transactional current account relationships.

Going to the right, the Banca IFIS you already know, but strengthened by illimity's profitable SME and corporate specializations. Banca IFIS has an unparalleled SME customer base and relationship franchise with very good reputation for service, for speed.

That's the basis of our business. We will maintain leadership in small tickets unsecured NPLs, and so you will see a wider, broader SME offer leveraging on the existing SME franchise, but making available the quality of illimity specializations and of their team that we are very pleased to add to our population.

Then, finally, third and maybe most importantly, Fürstenberg Bank, that is the project to create the more sophisticated part and commission-generating part of service to the real economy. We expect a multi-year development enabled by this dedicated branch heritage.

In there, we place private banking and wealth management based on a superior digital platform that's called Fürstenberg SIM. It used to be called Euclidea; it's been rebranded.

We have private capital activities with Fürstenberg SGR, which was the illimity SGR, right, the asset management company, leveraging on also Banca IFIS's equity investment and private debt expertise. Finally, SME investment banking leveraging on this unparalleled relationship franchise.

This part is going to be low capital absorption, commission-generating, and the highest, if you will, part of sophistication of the offer of our group. That we wanted to start sharing with the market.

Until now, we've been very much focused on specific project milestones, financials, and the vision of what we are doing here and the sense of this acquisition and the transformational long-term potential of what's happening here is something that we will focus on henceforward, also in the context of the commercial relaunch of illimity. Page 7, just a list of the things that were completed and what remains to do.

On the left, due diligence and strategy. Due diligence was done, you've seen the numbers.

Subsidiary strategy, including the rebranding and placing the various subsidiaries in their appropriate context, is done. The commercial offer for commercial and corporate banking that I just described and the integration plan for all the segments is done.

NPL portfolio analysis of illimity's business is done. We have signed on HR the agreement with the labor unions for the early retirement plan, in the next months we will be collecting people adhering to this opportunity.

Both the how should I say, non-extraordinary HR headcount dynamic and the presence of this fund make it possible for us to state with certainty that also on the HR part, the synergies targets will be met, and therefore, both on IT and HR and on other expenses, we are now looking at a solid confirmation of the synergies that were envisaged when we launched the transaction. IT strategy already mentioned, we'll go deeper into it in a second.

We completed the IT target architecture, including the renegotiation of the core banking system contracts, which will accommodate all of the group businesses in a single core banking engine with obvious efficiency benefits, and the restructuring of illimity's IT partnerships. You remember there were two; they were partly overlapping.

There were some complications in this setup, and that was addressed in the last few months and will be detailed by Fabio Lanza in a second. What remains to be done on the right-hand side of the slide is completion of the target operating model and structure, and, of course, the collections of the adhesions to the solidarity fund.

We will finalize the agreement, it's one of the two IT partnerships I mentioned, with Finom Altermind that are controlled by Apex. Of course, what remains to be done is the actual IT migration upon the merger of the entities, which will happen in Q4.

I would like to briefly hand over to our COO now for page 8. He can illustrate the work that was done on the IT front and why we think it is significant in this context for you to hear about it.

Thanks, Fabio.

Fabio Lanza

Thanks, Frederik. Good afternoon, everybody.

As known, IT costs are one of the main OpEx costs in illimity balance sheet. This is the reason why we immediately started immediately after the merger to take management and control of some partnerships that illimity signed in the recent past, according, as said by Fred, with the long-term value creation business we are in mind for the next future of the integrated group.

On that reasons, thanks to the new group dimension, and also with the relations that Banca IFIS had in the past and also in the current here with these two partners, we immediately start this collaboration discussion with the partner, having in mind our two main pillars. One, from the one hand, are the synergies that we can confirm now; and the second, the innovation focus that a group like our group has to maintain in the future.

On that respect, we have signed a few days ago a memorandum of understanding with the Finom Group, ex-Fibonacci, of course, subject to negotiation and execution of the definitive agreements of the single contracts, but in that respect, we could confirm the long-term relation with Finom Group for the IT banking services directly managed by Finom, and for the other hands, we redefined the joint venture in Altermind to focus on generative AI products for the bank, maintaining the long-term relations in this company. Thanks, Fred.

Frederik Geertman

Thank you, Fabio. I will go on to page 9 now, update on the non-core assets.

As mentioned, we we did a review with with discipline, and we confirmed that we will do some disposals throughout 2026 on the basis of the speed at which these discussions are going and on the basis of market conditions. Hype has been executed, already mentioned it, you will see that we have €4 million capital capital gain and 55 basis points CET1 ratio, which we can now add pro forma to the 2025 numbers.

You'll see that, where we end up formally on Q4 and where we end up having these benefits included. Further evaluations are ongoing, and in addition, we'd like to add that as we looked at the book of illimity, we also noticed that the duration of illimity's portfolio has roughly 80% of the customer loan book expiring in a timeframe that is shorter than 4 years.

As we speak, there is a natural de-risking ongoing, and further de-risking will be executed in 2026, both in terms of organizational complexity of the group, number of legal entities, variety of businesses that are there, and in terms of risk in the credit and investments portfolio. Page 10, we wanted to give you some clarity on what happens in Q4, both in the two groups, consolidated IFIS and illimity separated, and what happens then full year 2025 to give you maximum clarity.

I will only comment the column that is full year 2025 consolidated, okay, and then we will give you some detail on the next page of the extraordinary non-recurring items that contribute positively. We have total revenues of €618 million, we have operating costs of €499 million, almost €500 million, and we have €328 million net profit.

That's obviously a very large number. It's it's atypical, and it contributes to replenishing the capital that is required for the balance sheet that has obviously grown with the illimity acquisition.

I will focus briefly on the 201.4, how does that arise, right, because you you had questions on the badwill in the last call and on the extraordinary items. Let us take you briefly through what the 204- €201.4 million extraordinary items are.

You'll find that on page 11. You can see that at the acquisition, we started with a badwill of €448 million.

On that, we started due diligence and write-off of goodwill on participations that we found non-justifiable, and therefore, we needed to correct. We wrote off 48 million in Q3, you already saw that.

We wrote off 90 million in Q4. It's split, as you see, between participations, due diligence, and other adjustments.

That leaves us to a definitive badwill at the end of Q4 of €310 million. From that, you have to detract, if you want to have the final non-recurring items, you have to detract, of course, the integration and transaction costs that were 80 million in Q4 and 29 million already booked in Q3.

You can see it in the little box there. At the end of the day, we have positive non-recurring items of €201 million stemming from the difference of €448 million badwill as we initiated and the 247 overall restructuring costs, including the real restructuring costs and including also all the writedowns and the corrections on the balance sheet.

The 109 purple box in the second half of 2025 is what you may recall similar to the €110 million that we announced the day of the offer. It's remarkable that we would be so precise.

I guess we estimated it well. The composition is, I will confess, slightly different than we thought, but the number turned out to be in line with expectations.

Page 12, funding. Funding is a very relevant item.

The bank benefited to a degree from the increase in rates and started obviously paying a bit back, right, when the rates went lower. That happens because on the asset side, the loans reprice instantly, the variable rate loans, whereas on the liability side, a lot of the funding conditions are persistent, you need to wait until they expire before you substitute them.

Now we're taking a look at these substitutions that therefore represent an opportunity. We refinanced—I'm on the right-hand side of the slide of page 12—we refinanced illimity's €300 million bond that was at 6.6% and that expired in December.

We refinanced it with a 3.6% senior bond that we had issued a few months before. In addition, we issued a 10-year Tier 2 bond with a 4.5% coupon, which will replace the the similar instruments that will expire in the next months.

We expect to progressively refinance the the maturities that are coming up, obviously, and the slide gives you transparency of when they're coming up. In the first half of the year, you can see we have €2.3 billion retail deposits maturing, right?

The breakdown is in the chart on the left-hand side of the slide. I draw your attention to the cost, right?

If we're talking about the bond, for instance, that expires in Q2, that pays 6.15%. If you look at the real retail deposits that expire in the first quarter, you're looking at 3.58%.

Current refinancing conditions are, fortunately, a lot better, and that will lead to a further decrease of our cost of funding that the CFO will illustrate briefly. Page 13, capital.

You have the the moves on capital that you would expect given the the balance sheet operations that we did. In through in Q3, we posted Core Tier 1—I'll focus on that for a second—of 14.3%.

The various adjustments, writedowns, goodwill decreases, risk-weighted assets decreases, etc., that happened between Q4 Q3 and Q4 lead us to post a formal CET1 ratio at December 31st of 13%, knowing, however, that we have 70 basis points already executed, and therefore we can compute it pro forma through the sale of a specific some specific large NPLs that were in illimity's book that were under calendar provisioning and that were very costly in terms of capital absorption and the sale of the Hype shareholding. All in all, 13.7%, very comfortable compared to the the SREP requirement, and around 14%, which remains our long-term guidance, if you will, around which, however, you should expect us to have some oscillations depending on the time of year, on the loan book, on the speed at which we get rid of non-core assets.

Page 14, asset quality. Gross NPE ratio 5.2%, net NPE ratio 3.1%.

You can see the coverage levels that we have on those on those items develop over over time. Bit of a mix effect.

The coverage on bad loans is increasing, coverage on past due slightly decreasing. Overall, we think a a a good and comfortable coverage, also including illimity.

You see some increase in these ratios. That is connected, as you could expect, right, to the asset quality review that was done.

We had some classifications of loans and also due to the b-ilty book. You will recall that illimity had entered a long-term financing business with third-party distribution with government guarantees.

So 80% of that book has government guarantees. That is due to its third-party distribution and due to the nature of that book, that is today generating some flows to non-performing.

We're monitoring it. There are today no issues with respect to the government guarantees.

The that the way in which illimity worked on this on this type of business has been discontinued as soon as we took control and as soon as was formally possible. That's the the evolution of the of the NPE ratios.

We can expect some further moderate increase, I would say, in the in the coming quarters around those ratios. As said, the majority of what we're seeing is government guaranteed, you're looking at transitory phenomena.

After a few months, you collect the guarantee, and the the problem basically goes away. Page 15, net income guidance, always important.

So 2026 is our integration year. You heard me talk a lot about, project agenda, if you will, about divestments, about IT renegotiation, restructuring.

This is the year in which we work for the synergies that will materialize in 2027. Our management action is obviously very much focused also on the funding, we're focused on refinancing our bonds and our and our customer deposits, reviewing the whole IT setup as as was already described.

We need to finalize those contracts. We now have firm commitments, but we need to finalize the contractual part, which has its complexity; implementing the solidarity fund; integrating the commercial integrated commercial operational fund functions and the divestments; and especially making sure we have a good, positive mood in terms of commercial revamping of our activities, especially in illimity, which now has funding, capital, firm guidance in the person of Raffaele Zingone, which we are sure are going to show their value and their and their competence in the coming months and quarters to significantly add to our to our book and to our P&L.

Point number four, we expect some volatility, as as I mentioned, in the quarterly results. Some of these positive and negative items that we expect to to see, they will materialize in a certain quarter, and that's not always smooth, right?

You can make a divestment that can give you a book gain when it arrives, it arrives all in one. There's an expectation of deferred tax assets that will materialize at some point.

They will materialize probably all together. Expect us to keep you updated on the progress, expect some volatility quarter to quarter.

Also in terms of de-risking, we will definitely remain opportunistic in simplifying the group as soon as we have a chance. With all this, we expect a net income target in the range of €170 to €190 million, of course, assuming no major macroeconomic or geopolitical events, allowing for potential de-risking and disposable opportunities that may arise.

The group increases its profit expectations in the integration year and expects, of course, as the full benefits of the synergies materialize, to significantly increase its profit in 2027 and really start leveraging the vision that we described. I will briefly take you through slides with Banca IFIS standalone, taking you to page 17.

Full year 11 revenues of Banca IFIS standalone are up 6% year on year, healthy performance both of Commercial & Corporate Banking, of NPL, and €4 million contribution from non-core N&S. Quite a stable and healthy contribution of the of the division, which were, it looks like business as usual, in reality, to deliver these numbers, a lot of managerial action and and projects and and initiatives have been put in place.

Page 18, commercial activity. Factoring turnover slightly down Q-on-Q, but slightly in line with the market, nothing to mention, it's almost a rounding error.

We maintained discipline in terms of pricing. The spread is 3.5% on top of the base rate.

Remember, it's a business which has a very short duration, it remains a very attractive type of activity with a very good risk profile and a very good liquidity profile. Leasing: the market had a a big growth, we did not, on equipment and technology.

That's explainable due to the PNRR initiative, the the European Resilience Fund. That generates a lot of leasing volume on large tickets.

We do not typically participate in that market. We maintain focus on small tickets that give us margins.

We have our our own dynamic there. On automotive, we had a very nice growth, right, of 7% year on year, still maintaining a focus on premium brands and on and on profitability.

Page 19, NPL. A slide you've become accustomed to.

In Q4, a very healthy €103 million cash collection. The division remains capable to generate roughly €380 to €400 million cash, actual cash collections per year.

Cash recovery is consistently, as you see in the appendix, above the model recoveries. Revenues 88 million, progress compared to Q4 '24, also on the basis of some transactions we did of portfolio sales where really at the end of the lifecycle of the NPLs, portfolio sales which have negligible book value, but some obviously some gross book value, are being sold at a modest profit.

We keep doing housekeeping, and we try to keep the shop clean and not have significant amounts of volume there that are not economically relevant. Page 20, funding.

You see that the base rate is by now stable, it's in the dotted box, 2% since the second quarter of 2025. You can see that the decrease in gross interest income is down to roughly 20 basis points, and that by now the spread has stopped contracting.

We have a stable 1.6% overall spread between overall cost of funding and overall gross interest income. Given the maturities that we showed you and given the gap between current cost and prospective cost, we expect this to start to reopen a bit in the coming quarters and contribute to that vision of the guidance that I gave and contribute also in the year after, as further volumes mature in the year after, to the long-term profitability of our group.

Page 21, costs. Not a lot to say, other than that, no, compared to a year ago, we're slightly down.

No inflation, apparently, was or inflation was apparently offset. We also benefited from a one-off there.

We disposed a portfolio of late collection claims that we had connected to the pharma business. It was sold at a at a €9 million book profit that translates into negative costs, you see it here.

On the lower part of the slide, you see the very large swings in the non-recurring items. I wouldn't comment them in this context; we saw them already in the previous pages the pages.

Page 22, it's become an evergreen, this slide. You always ask us do we see deterioration, do we see issues in the economy.

We have this SME business, which obviously is is very sensitive to to how the economy is doing. The most sensitive gauge, in my opinion, are the payment days in factoring.

You can see that they're actually going down, companies are paying earlier, indicating no liquidity stress. The Stage 2 loans as a part of the portfolio are slightly down.

Rating migrations on balance up and down are stable throughout these quarters. We are clearly not in the presence of a wide deterioration of the probability of of the rating migration in the credit book.

You see a little pick up in probability of default. The scale is slightly exaggerated, but you can see it goes from 2.8 to 3.1.

What you see there is the MCC lending probability of default slightly increasing. I won't comment page 23.

It's the details in the quarterly anomalies, skip it. I would hand over to your questions in case you you have additional clarifications that are needed together with the colleagues that are here.

Thank you for your attention so far.

Operator

This is the Chorus Call conference operator. We will now begin the question-and-answer session.

Anyone who wishes to ask a question may press * and 1 on their touchtone telephone. To remove yourself from the question queue, please press * and 2.

Please pick up the receiver when asking questions. Anyone who has a question may press * and 1 at this time.

The first question is from Irene Rossetto of Banca Akros. Please go ahead.

Irene Rossetto

Yes, hello to everyone. A couple of questions from my side.

Can you provide guidance for 2026 in terms of revenues, loan loss provisions, and operating costs? Then, you gave preliminary indication of a €75 million revenues and cost synergies, which you reconfirmed today.

Do you see upside in cost synergies? Thank you.

Frederik Geertman

Thank you very much. On guidance, as mentioned, this is a transition year.

We expect the synergies mostly arriving in 2027, but on the other hand, we also have some helpful funding benefits. Keep in mind that the group perimeter is not entirely stable, yeah, obviously as we look at potential divestments, there will be some changes potentially also in perimeter.

As I mentioned, the net income guidance is around €170 to €190 million. It's kind of hard to really break it down line by line in the month of February, but I'll give you some idea of the various items.

We expect some impact, positive impact from the revamping of illimity's commercial activity and from our own growth, from Banca IFIS's growth. Mostly in the second half of the year, we will see a contribution given how that works with credit, right?

You first need to have it in the book and then gradually it will start to deliver. We expect that to be visible mostly in the second half of 2026, and we expect funding benefits to be visible already in the first quarters.

Loan loss provisions are obviously very much dependent on macro situation. We are continuing to de-risk.

I mentioned we sold a significant non-performing loan on illimity's book a few weeks ago. We expect there that some volatility may exist in terms of provisions as we gain a further understanding in terms of the performance of that book.

Costs: yeah, in '26, we still have very significant costs, but what we're doing is, before the synergies materialize, is we try to have, beyond the projects that are necessary for both the integration and our long-term success, to have an extremely disciplined approach to all the other operating costs. We work on the integration, we work on our future, and we make sure that every other penny is really considered, and therefore, some benefit, some contribution to that income guidance that we gave will also come from a very cautious approach to costs that are not connected to those priorities in the coming year.

You asked me about synergies. Yes, we think a relevant piece of news, knowing the call today, is that we can specifically confirm it.

Now with a lot more backup than with the estimate that we gave at the launch of the offer. You will recall we had €50 million cost synergies, which were general expenses, other administrative expenses; they were IT; and they were personnel.

Now on IT, we spoke a lot, and we have to finalize these contracts, but we think we have solid agreements in place with partners that have seen the value of a long-term relationship with us and therefore have been able to restructure the agreements. Other administrative costs, there is definitely potential in, for instance, scale with suppliers, for instance, economies of scope also, and simplification of the group.

For instance, there's a lot of securitization structures of which we don't really see the use, right? We may unwind a couple of those and save some money on the cost side and just have the assets on the book.

Finally, personnel: the dynamic of the FTE numbers in the group is encouraging. Obviously, when we need specific skills, we are on the market, but overall, it's going in the right direction.

With very reasonable assumptions on the HR front, the early retirement fund, with very reasonable assumptions, we expect to hit the HR synergies as well. On the back of that, the revenue synergies are, of course, they weren't so high to begin with in terms of estimates, we think it is a reasonable target, and we are certainly going to try to meet that.

On the basis of that, we can solidly say €75 million is confirmed. I would wait maybe second half of the year before increasing that target.

Will depend on how we're doing on revenues. It also will depend on how the actual full-time equivalent dynamic is in the two banks.

If there's a possibility to increase it a bit and communicate to you that maybe we've been even more effective than we'll be pleased to do it. At this point, it's slightly premature, I wouldn't yet increase it for you.

We'll come back on it maybe Q2, Q3 and see how it's going. I hope I answered your questions, Irene.

Irene Rossetto

Thank you very much.

Operator

The next question is from Manuela Meroni of Intesa Sanpaolo. Please go ahead.

Manuela Meroni

Good afternoon. Thank you for taking my questions.

The first one is on illimity. I'm wondering which businesses from illimity do you plan to retain or integrate?

The second question is on the IT partnerships. What synergies do you anticipate from the renegotiation of illimity's IT partnerships?

Again on the IT services, could you please clarify which IT services will be performed by the newco and which will be performed by Altermind? Could you please provide also an explanation of the reasoning behind the decision to spin off certain activities?

Lastly, on Engineering, on the partnership with Engineering, what are the current status of the partnership and what are the plans on that? Thank you.

Frederik Geertman

Sorry, Manuela, I was speaking with the microphone switched off. I will take the first one on the non-core and the core asset, and I will hand over to the COO for a little bit more of color on the IT part that you requested.

You can see on the slides that we presented with the long-term view, right, what we will certainly fully retain and integrate. It's core retail banking platform, the SME specialty finance businesses, factoring, medium-term guaranteed loans, structured finance, turnaround financing, SME investment banking, illimity SGR, obviously, right, the asset management company now rebranded Fürstenberg SGR.

All these things that are clearly synergic with us. Other assets are under evaluation.

These are conversations that are ongoing and evaluations that are ongoing. I would rather comment on them when we have some firm agreements in place as we've always done, right?

You can, I think, deduct from the pieces that we are mostly interested in what the pieces are that we think should be evaluated. On the IT part, I'll hand over to Fabio, who can address your questions.

Thanks.

Fabio Lanza

Thank you, Frederik. Thank you, Manuela, for the questions.

I think that is important to underline two things. The first part is that we need as our new group, and again, especially taking in consideration the long-term value creation business we would like to develop, that we need a very strong technological effort and technological development.

For the other part, we cannot move too far from the usual IFIS taking of control actions. In that respect, this renegotiation in that respect with Finom is exactly in this line.

To maintain strong relationship with a good supplier, good industrial partner for the long run, but vis-à-vis a reduction in the yearly cost and putting this agreement to serve not only illimity, but also the new group, IFIS and illimity together. This is the reason why we could confirm that with this renegotiation that will explain the full power in terms of synergy in 2027, we could reach the cost synergies that we declared taking in consideration that IT costs, IT investments are more than 50% of the synergies.

In that respect, this is the reason because we prioritized this kind of activities. The other point, as said, one hand is cost efficiency, the second hand is maintaining our innovation approach that you saw in the past industrial plan, and in this respect, the long-term relation with Finom, ex-Fibonacci, in Altermind will allow us to invest together in some value-added generative AI tools for banking system and to put on the table the full power of the investments done by illimity in the last year.

I feel that you also asked me something about Engineering. Engineering, we agreed with Engineering to resume the partnership.

Engineering is a very good partner also for Banca IFIS, and we maintain the relation with them, and this is something that is already placed, in 2026. The last point, I have to say that we have already expensed the cost of this actions.

It means that if the synergies will come in 2027, but in 2026, we will not see any cost for this kind of agreement more than what is the cost of the service that we will have. I hope I've answered your question, Manuela.

Manuela Meroni

Thank you.

Operator

The next question is from Lorenzo Giacometti of Intermonte. Please go ahead.

Lorenzo Giacometti

Yes, good afternoon. Thank you for taking my question.

Thank you for the presentation. I have a few questions.

The first one is if you can give us some more color about basically the change in asset quality ratios. I understand they are driven by b-ilty, but, yeah, if you can give us some more color, it will be helpful.

The second one is on the impact that you expect from the new budget laws in terms of banking taxes. The third one is on capital, what level of CET1 ratio do you expect at 2026 year end?

The fourth one and the last one is on dividends, you basically proposed the 2025 dividend in line with the 2024 in terms of DPS. Looking at the 2026, shall we stick to your dividend policy or shall we expect a similar kind of dividend?

If you can give us some color, it will be very helpful. Thank you.

Frederik Geertman

Thanks, Lorenzo. Very clear.

If you're okay with it, I would take the first and the last one, asset quality and the dividends, and I will hand over to the CFO, Roberto Ferrari, for your question on tax and on capital. He will give you a bit more detail on that.

In terms of asset quality, there's not a lot more to say actually than what we saw. We see an increase, we expect the ratios to further increase a bit in the next months as a long-term credit portfolio that was put in place with MCC guarantees matures.

It's fairly fragmented, you can model it. As mentioned, the economic impact is not going to be astronomical, and as I mentioned, we've looked at it quite carefully, we don't have concerns about the validity of the guarantees, which is always relevant obviously in those businesses.

That's a dynamic that's ongoing, and we will take a look at that portfolio over time and also maybe see if we can do something managerial with it, but in the meantime it's there and we are managing it with care and with attention, and it will generate probably some further flows. In terms of other contribution, yeah, when you do a due diligence on a balance sheet, especially when you have various functions involved, because we mentioned the due diligence done by a third party, but in addition to that, we had our audit team going through certain types of assets, we had our risk teams, both lending and the Chief Risk Officer, going through certain types of assets.

You can imagine that when you do an exercise like that, you're going to maybe have some reclassifications. Something that maybe was performing, you're going to place it maybe in Stage 2 or maybe even in non-performing.

There was a bit of a contribution in the quarter also of this careful examination. Not huge in terms of reclassification, it was mostly adjusting the value of assets, but we also had some reclassifications.

That's the dynamic. Definitely, the progressive de-risking of certain parts of illimity's portfolio is something that's going to keep us busy over the next quarters.

You asked about dividends. We gave a guidance of net profit, 170 to 190.

I would definitely confirm that for us, the dividends are a cornerstone of our equity story. We aim to sustain an attractive policy supporting our growth, naturally, and trying to hover around 14% CET1 ratio, right?

Then the actual final dividends in 2026 will hinge obviously on the results and also on broader macro conditions such as rates, geopolitical stability, and everything. I would, for now, reconfirm broadly the profit guidance and the stability of our dividend policy, which aims to be attractive and maintain just that amount of capital which is healthy for our future growth and distribute what is not necessary in order to secure that.

For your questions on tax and capital, I would hand over to Roberto.

Roberto Ferrari

Okay. Thank you, Frederik.

Hi, Lorenzo. On budget law, actually we do expect an impact that should stay between €12 and €15 million, mainly due to IRAP and due to partial deduction of negative interest.

On the question number three on capital, clearly we do expect our CET1 ratio to stay close to 14%. I would say to stay in between 13.7% where we are now and 14%, also considering the fact that normally we have a seasonality and we have our loans growing at the end of the year.

Thank you, Lorenzo.

Lorenzo Giacometti

Thank you. Very clear.

Operator

The next question is from Giuseppe Grimaldi of BNP Paribas. Please go ahead.

Giuseppe Grimaldi

Good afternoon, everybody, and thanks for taking my questions. The first one is around the NII trajectory that you have assumed in your guidance.

If you could give us a bit of a sense of what would you expect for the year, and the cost of funding assumptions that you have used. The second question relates to your 2027 net income guidance of roughly €250 million with the synergies.

Is it all confirmed based on what you see right now? The third question relates to a bit of volume development, if you are seeing a bit of lending growth into 2026.

Frederik Geertman

Thank you very much. Net interest income trajectory, we mentioned we did bond issuance, which went rather nicely.

Now as the bonds that are more expensive expire, you get significant jumps, right, in terms of advantage, right? We also have the €2.7 billion deposits maturing in the first two quarters.

Cost of funding in Q4 was already down to 3.1%. For 2026, we target an average of 3%.

I'm looking at the CFO. Actually, I think he wants to be below 3%, yes, not 3%.

If you're looking at quantification of that, tens of million, roughly €40 million of benefit, 40 to 50, yeah, of funding benefits on the net interest income side coming from the funding. Then we hope to have a bit of volume effect as well, obviously with new business and with a bit of the revenue synergies coming in and trying to do as much as we can also on the existing businesses.

On the basis of that is actually the thing that's mostly underpinning the net income guidance that we gave you, right, these dynamics. You asked me about 2027.

If today we confirm the synergies and things are going broadly as we thought, then we also confirm the €250 million roughly that we gave at the outset of the transaction, right? On January 8th, 2025, is when we gave that target.

It was a broad target, an aspirational target, but we see it now coming into view, we confirm it. Lots of moving parts there.

There will be some businesses that are contribute more than we thought at that time, there are some businesses that are probably going to contribute less a bit at that time. We're obviously quite far out, but being able today to confirm the synergies means that we can reconfirm that target for 2027 as well.

Volume development: it's not particularly big in the market the way we see it, although we do think that we might progressively benefit from the fact that certain players are not really functionally present on the market anymore because they've run into problems and so maybe the offer of the specialized lender, right, has kind of reduced. Certain business models which were exclusively geared towards institutional funding and public guarantees, right, they seem to have well, failed basically in terms of their long-term viability, right, in the last couple of years.

We wouldn't see in the presence of this GDP development an overall huge growth in loan business, but what we would see is two things: a, a favorable dynamic in terms of competition with some players being less present; and b, the possibility of leveraging a broader and more sophisticated offer on the basis of the integration with illimity and leveraging each other's distribution channels. On volumes, we plan for a nice positive relaunch of illimity.

We plan for a good mood in Banca IFIS, and so we expect some volume growth. It's not just going to be the market; it's going to be mostly competitive dynamics and our ability to cross-sell, okay?

That's our obviously our talent.

Giuseppe Grimaldi

Thank you. Very helpful.

Operator

The next question is from Simonetta Chiriotti of Mediobanca. Please go ahead.

Simonetta Chiriotti

Yes, thank you. Just a quick question on 2026 guidance, if you could clarify which are the assumptions in terms of one-off items.

Thank you.

Frederik Geertman

You have some voices in the background, I believe. If I understand your question correctly, you're saying, "Does your guidance, does it include one-off items or doesn't it?"

Simonetta Chiriotti

Exactly.

Frederik Geertman

Do you confirm? Yeah.

Okay. There is one extraordinary item which we disclosed I think last quarter already.

There's some contribution from deferred tax assets which will materialize in 2026. We don't know exactly when, but during the year, as we confirm the current and future profitability of the group, we will be able to recognize that.

What we did not plan for is gains on the sale of businesses, okay? That's not in the budget that is underpinning our guidance.

On that, when they happen, we will communicate what I would expect in a mix of situations that they may contribute in certain quarters, other may not, they may be negative in other quarters. On aggregate, we will do them regardless if they're in the long-term interest of the group.

You're going to have a mix of one-off items, but they are not on the basis of the guidance that we gave. We're not betting on some short-term financial gain, right?

We have a guidance based on our business, commercial development, very prudent approach to risk, discipline, cost of funding improvements, some DTAs that will come in around half of the year, and if other things happen, then we will account for those as they happen. As I mentioned, we're working for delivery of 2026 and also for 2027, and the type of stuff we're doing in changing the perimeter of the group may lead to some volatility quarter by quarter, but we will clearly inform the market and you will see it unfolding, it's nothing to worry about.

I hope I answered your question, Simonetta.

Simonetta Chiriotti

Yes, just a clarification. The unwinding of the tech ventures is not expected to have impacts, or eventually, have you already factored in those impacts in 2025?

Frederik Geertman

Good to clarify that. Thanks for the question.

No, the unwinding of the IT ventures had a cost, and it was fully accounted for in the integration costs in 2025. That is behind us.

From now on, we only have the synergies and they will materialize in 2027.

Simonetta Chiriotti

Thank you.

Operator

The next question is from Davide Giuliano of Equita. Please go ahead.

Davide Giuliano

Hi, good afternoon, and thank you for taking my questions. I have two.

The first one, if you can give us some clarification on the adjustments between the reported and adjusted net income for illimity. The second one on synergies, can you elaborate a bit more on the synergies you expect to be achieved in 2026 in quantitative numbers?

Do you think it is reasonable to expect the synergies at run rate still in 2027 or is 2028 more likely? Thank you.

Frederik Geertman

Yeah. On the adjustments, I think I already answered.

If we're talking about loan loss provisions and NPE ratios, yeah, I think, Davide, what I can share and the details that we have is what we have already illustrated in the presentation, but also in the previous question, which was a bit similar. We have an increase in ratios, but not with a very sizeable P&L effect due to the fact that a large component of that was government guaranteed.

We expect some further flows in that portfolio, but we will take a look at it, monitor it carefully, and see if we can maybe adjust something there. Overall, 2026 will still be a year of de-risking of the portfolio we acquired.

That's going to happen quarter by quarter, and we will also maybe sell some portfolios. We have ongoing discussions about some of those where we think they are less core, right?

Not talking about businesses now, I'm talking about portfolios. We are also in some discussions about the sale of certain portfolios that we consider maybe slightly less in line with our specialties, and all that's going to contribute to de-risking.

What I would say is that at present we don't have any more color to give you on that. In terms of synergies, if I get it correctly, your question was, well, you seem to have put in place what's needed to capture them.

Are we going to see them all in '27 or are they going to develop further in '28? My answer to that is, what we delivered or what we promised to deliver, right, is fully impacted in 2027, full impact, no ifs and buts, right?

If your question is, are you going to see something maybe later even, right, I'm not sure I would still call them synergies. I think at that point I think we would be certainly looking at ways in which to optimize our cost base, but I'm looking at the COO as I speak, probably we would characterize that as ongoing optimizations, and I would maybe ask Fabio if he wants to add a few words.

Fabio Lanza

Hi, Davide. Then for synergies, as known, we said that half of the synergies will explain in 2026.

Part are business synergies or revenue synergies and part are cost synergies, the main part roughly 25 millions in our declaration during the M&A project, and I can confirm that 2026 will explain this kind of synergies as far as we know in this moment in term of costs both in term of IT cost and HR cost, of course. I hope I've answered your question.

Davide Giuliano

Thank you.

Operator

For any further questions, please press * and 1 on your telephone. Mr.

Geertman, there are no more questions registered at this time.

Frederik Geertman

Thank you. That means we're only 10 minutes late.

I thank you all for your attention. I thank the colleagues that were with me today that contributed to the call, and we will happily update you in the next quarter on the stuff that we will have been doing in these weeks and months.

In the meantime, thanks for your time and attention.