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Disclaimer
IM IMPORTA TANT: T: You u mus ust t re read d th the f following ng before re cont ntinu nuing. No re repre present ntation tion and nd no no liabi bility ty: The information contained in this documentation has been supplied by Nexi Capital S.p.A. (the “Company”), its parent Nexi S.p.A. and its affiliates (together, the “Group”). The Group completed a corporate reorganization (the “Reorganization”) on July 2, 2018. This presentation contains financial information of the Group for the nine months ended September 30, 2018, solely in respect of periods subsequent to June 30, 2018, and does not reflect the Group structure prior to the Reorganization. The results of the pre-Reorganization Group are not comparable to the results of the post-Reorganization Group and should not be read as a proxy therefore. The Group makes no 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. The Group does not accept 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 re recommend ndation tion: 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. 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 expressly disclaims 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 a adv dvice: The Group does not 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. Forw rward rd-Looking ng Sta tate tement nts: 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 the Group does not 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. Pro rojection tions: 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. We present herein certain unaudited pro forma financial information for the Group (the “Unaudited Pro Forma Financial Information”) for the nine months period ended September 30, 2018 compared to the nine months period ended September 30, 2017 for the Group. The calculation of pro forma data is based on management estimates and internal management accounts. 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 o
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r: 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 By a atte ttend nding t the he m meeting ting a at t which h th this p pre resent ntation tion is m made de, d dialling ng int nto th the t teleconf nfere renc nce d dur uring ng w which h th the p pre resent ntation n is m made de or re r readin ding t this his p pre resent ntation tion, y you u agre ree t to b be b boun und d by by t the he limita tations ns s set t out ut he here rein. n. Th This d docum ument nt c cont ntains ns inf inform rmation tion th that t pri rior t r to its its d disclosure ure m may h have c cons nstitut tituted d ins nside de inf inform rmatio tion n un unde der r Euro urope pean n Union n Regul ulation tion 5 596/2 /2014 o
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n mark rket t abu buse.