Banca Ifis: acquisition of illimity Bank completed

• Banca Ifis enters asset management services with the Fürstenberg brand.

Banca Ifis has completed the public offer on illimity Bank reaching 92,5% of the capital. The sell-out phase is underway and starting September, the shares of illimity will be delisted. Even considering the new financial impairments of illimity for the first half of 2025, the sustainable profitability and capital strength achieved by Banca Ifis in recent years allow it to maintain a low risk profile, a strong liquidity position and solid capital. Banca Ifis confirms the cost and revenue synergies for approximately 75 million Euro expected when the Public Offer was first announced. A strategic review of the assets of illimity and its subsidiaries has begun, to redesign the Group’s perimeter with the aim of creating ever more value. PwC appointed to perform the due diligence on illimity required by the ECB.

H1 2025 consolidated results
Reclassified consolidated data[1] – H1 2025

• Consolidated net profit attributable to the Banca Ifis Group, excluding non-recurring costs related to the acquisition of illimity Bank, amounts to 93,7 million Euro. The figure is in line with the first half of 2024, which stood at 93,6 million Euro. This result is due to the positive commercial performance, the resilience of the Npl business and the work of the proprietary finance segment, in a context characterised by decreasing interest rates and high volatility.
• Net banking income amounts to 351,0 million Euro, compared to 374,5 million Euro in the first half of 2024, due to a less favourable evolution of reference rates. The Commercial & Corporate Banking Sector has achieved revenues of 173,1 million Euro (essentially stable compared to 176,5 million Euro in the first half of 2024), and the Npl Segment of 156,6 million Euro (essentially stable compared to 160,3 million Euro in the first half of 2024 due to lower purchases of Npl portfolios), as well as the increase in results from the Proprietary Finance business, which has reached 37,0 million Euro (compared to 33,0 million Euro in the first half of 2024).
• The credit cost is 19,2 million Euro, compared to 15,8 million Euro in the same period of 2024, confirming the prudent credit risk management in recent years.
• Operating costs of 201,0 million Euro, down 2,5% compared to the 206,1 million Euro in H1 2024, reflect the Group’s focus on operational efficiency, lower other administrative expenses (119,2 million Euro compared to 124,2 million Euro in H1 2024), benefits from the conclusion of the 2022-2024 Business Plan’s digitisation projects.
• Liquidity position, on 30 June 2025, is equal to approximately 1,1 billion Euro in reserves and free assets that can be financed by the ECB (LCR above 290%). The Group’s robust liquidity and funding profile has been further strengthened with the placement of a 400 million Euro Senior Preferred bond issue aimed at institutional investors, maturing in November 2029 and with a coupon of 3,625%.
• New organisation in the Npl Segment to support business development: Marco Pisoni chosen for the appointment as General Manager of Ifis Npl Investing, after a path within the Group, confirming Banca Ifis’s ability to enhance merit and competence by creating development paths for its people.

Capital requirements[2]

• The CET1 is 16,52% (16,10% on 31 December 2024) and the TCR is 18,18% (18,11% on 31 December 2024). The coefficients, calculated including the profit generated in the first half of 2025 net of the relevant dividend accrued, enable the Group to meet its long-term growth challenges, including through acquisitions. Banca Ifis confirms that the CET1 of the banking group post integration of illimity Bank is estimated at around 14%.

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Rome, 1 August 2025 – The Board of Directors of Banca Ifis met today under the chairmanship of Ernesto Fürstenberg Fassio and approved the consolidated results for the first half of 2025.

“The illimity bank Public Offer has been successfully concluded, marking yet another historic milestone in the growth path of Banca Ifis. We have created a solid industrial project, combining two innovative realities to build a leading banking group at the service of the Italian real economy. We now face this phase of the integration process, and the new financial evidence that has emerged, being able to rely on sustainable profitability, a solid capital position and a low risk profile, the result of the prudent management and development strategy successfully pursued in recent years. Our goal is clear: to make the most of the Group’s assets, generate the synergies we have indicated, and build a modern, open and inclusive corporate culture. The strategic review of the business of illimity and its subsidiaries has already begun, with the aim of designing a new industrial perimeter capable of creating value for all. The integration of two highly complementary realities represents a further opportunity to strengthen our competitive positioning, generate high shareholder returns and contribute in an even more decisive way to supporting the Italian real economy, through increasingly high-quality credit”, said Ernesto Fürstenberg Fassio, Chairman of Banca Ifis.

“The results of the first six months of 2025 reflect the positive outcomes of the path of strengthening our positioning undertaken in recent years in terms of income, equity and finance. Specialisation, digitalisation and risk management underpin the net profit for the period, which remained at last year’s high level, despite the expenses for the acquisition of illimity Bank. The capitalisation built up over the last few years has in fact enabled us to complete the acquisition of illimity Bank, from which we expect synergies of more than 75 million Euro. The sustainable profitability and capital strength achieved by Banca Ifis in recent years allow us to face the coming months of the integration process with complete peace of mind. Capital and profitability levels that, on the one hand, keep the level of risk low and, on the other hand, permit us a significant level of remuneration for shareholders”, declares Frederik Geertman, Chief Executive Officer of Banca Ifis.

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The revenues of the Commercial & Corporate Banking Sector in the first half of 2025, broadly stable compared to the same period in 2024, despite the less favourable interest rates, reflecting the dynamism and quality of the work of the commercial network. The benefits of specialising in high value-added businesses, such as equity investments in the structured finance business unit, were particularly evident this half-year, with a revenue contribution of around 16,0 million Euro, up sharply from the 5,5 million Euro recorded in H1 2024.

The Npl Segment’s revenues for the first half of 2025, equal to 156,6 million Euro, despite lower portfolio purchases, reflect the streamlining of in- and out-of-court recovery processes for the proprietary portfolio and the positive seasonality of the Npl business. Collections from recovery activities amounted to 194.4 million Euro and show no significant negative impact to date from inflation and macroeconomic uncertainty.

The average cost of funding at the end of the second quarter of 2025 stood at 3,3%, down from the average cost in Q1 2025 of 3,5%. The average spread, calculated as the differential between average customer interest and the average cost of funding, decreased slightly, from 2,3% in H1 2024 to 1,7% in H1 2025, with the trend taking hold mainly in 2025 because of the European Central Bank’s reduction in interest rates. On 8 July, Banca Ifis completed the placement of a 400 million Euro senior preferred debenture loan aimed at institutional investors, maturing in November 2029 and with a coupon of 3,625%. The issue was equally subscribed by domestic and international investors and received 1,5 times more demand than supply, confirming the growing interest in Banca Ifis also outside the Italian market. For Banca Ifis, this is the bond issue with the lowest credit spread in its history.

At around 3,2 billion Euro, the securities portfolio under proprietary finance is slightly higher than the 2,9 billion Euro recorded in December 2024. The duration of the portfolio was extended from 2,3 years in December 2023 to 3,8 years in December 2024 and 4,2 years in June 2025, confirming active management, in line with market conditions, while maintaining a limited risk profile.

Asset quality ratios, the Gross Npe Ratio and the Net Npe Ratio stand respectively at 5,8% and 3,2% (respectively 6,1% and 3,3% on 31 March 2025). The change compared to the previous quarter is a consequence of the growth in performing exposures and the disposal of an Npl portfolio with high vintage. The asset quality ratio on 30 June 2025 would come in respectively at 5,5% and 2,9% excluding reclassifications resulting from the application of the New Definition of Default regulations to receivables from the National Health System (NHS), which are characterised by limited credit risk and long payment terms. The average coverage of non-performing loans was continuously strengthened from 35% in 2022 to 46% on 30 June 2025.

Capital ratios confirm the Group’s great solidity. Both the main indicators remain well above the minimum required levels, with a consolidated CET1 Ratio of 16,52% (16,10% as of 31 December 2024) and a consolidated Total Capital Ratio of 18,18% (18,11% as at 31 December 2024), calculated including profits generated in the first half of 2025, net of the relevant dividend accrued.

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Acquisition of Euclidea SIM

In line with the principles announced at the start of the year by Ernesto Fürstenberg Fassio – CEO of La Scogliera SA and Chairman of Banca Ifis – to develop a distinctive and competitive offering both technologically and in terms of transparency and cost efficiency, Banca Ifis signed an agreement on Monday 28 July 2025 to acquire 100% of the shares of Euclidea SIM S.p.A..  The transaction constitutes the first step in a broader project to expand the offering to the sphere of asset management services.

Euclidea SIM is an independent securities brokerage firm offering analysis and portfolio management services. Euclidea’s experienced market managers base their choices on a proprietary AI- and machine learning-based ‘fund ranking’ algorithm for selecting actively and passively managed funds based on objective parameters (e.g. cost and historical performance). Using its digital platform, the brokerage firm is thus able to offer a portfolio management service with transparent and competitive pricing and very positive historical performance. Currently, the company manages a clientèle mainly concentrated in the private segment: at the end of 2024, the company managed around 400 million Euro in assets on behalf of more than 2.000 clients.

Leveraging its own history and Euclidea’s positive track record, Banca Ifis will thus also be able to broaden the areas of dialogue with business customers, already served within the Commercial & Corporate Banking Sector, and take advantage of the synergies between the Bank and the brokers by flanking the Rendimax deposit account with a customised advanced digital asset management service. As part of the transaction, which is subject to the authorisation and supervisory procedures required by existing regulations, Banca Ifis will absorb the management and employees. The impact on the Banca Ifis Group’s estimated CET1 ratio is approximately -20 bps.

Acquisition of illimity Bank Spa

On Monday, 28 July 2025, the sell-out phase of the public takeover bid launched by Banca Ifis on all shares of illimity Bank S.p.A. opened. This phase, which will end this coming Friday, 29 August 2025, is preparatory to the delisting of company, which Banca Ifis intends to complete in September 2025. At the time the sell-out started, Banca Ifis held 91,3% of the capital. As communicated to the market on 22 July, the current Board of Directors has therefore resigned its mandate at the disposal of the parent company Banca Ifis. Consequently, the Board has convened an Ordinary and Extraordinary Shareholders’ Meeting for 25 September 2025, which will be called to resolve on the renewal of the corporate bodies, on the amendments to the Articles of Association necessary for the entry of illimity into the Banca Ifis Group and on the company’s planned delisting.

For Banca Ifis, the acquisition of illimity Bank represents a significant growth opportunity, both industrially and financially. Last 31 March 2025, the illimity Group had Group shareholders’ equity of 893 million Euro. This amount, compared to the estimated final purchase price of illimity Bank, would allow the Banca Ifis Group to generate a gain on bargain purchase (badwill) which, net of further write-downs of illimity and the purchase price allocation (PPA) process, will be included as income in the consolidated income statement for the current year. According to the evidence available to Banca Ifis, the first half of 2025 of illimity Bank – the last under the full management of the current Board of Directors – will include write-downs due to an analysis of the company’s assets. These write-downs may nevertheless be offset by the spin-off of certain illimity assets, which are deemed non‑strategic in the evolution of the combined entity’s business model.

Consistent with the indications received from the European Central Bank (ECB) and reported in the press release of 29 April 2025, Banca Ifis has mandated a specific PwC network company to perform the required due diligence on illimity: this will be completed by December 2025.

The Bank urged illimity to analyse the asset quality of its portfolio without delay to align with industry standards. Moreover, Banca Ifis has already started a detailed integration plan that includes: (i) the definition of the new organisational set-up and business structure, as well as the assessment of the technological platforms; (ii) the qualitative-quantitative assessment of illimity Bank’s staff at all levels, functional to meet the needs of the combined entity; (iii) the alignment of the financial statements policies with Banca Ifis’s standards; (iv) the oversight of operations with the aim of increasing efficiency, ensuring business continuity and the highest service levels; and (v) cross-selling initiatives on the respective clients to increase revenues.

The integration roadmap will lead to the realisation of the cost and revenue synergies announced and quantifiable in the order of approximately 75 million Euro per year, before tax. These would be made possible by the increase in productivity per customer currently in illimity Bank’s charge, which will be enriched with the high value-added offer (factoring, leasing, rental) in which Banca Ifis is a leader: this implementation should bring in revenue synergies estimated at 25 million Euro per year, before tax. In addition, Banca Ifis expects that the complementarity of certain business sectors (such as, for example, the Npl segment) and the integration of governance and control structures will allow it to develop significant cost synergies, estimated at around 50 million Euro per year, pre-tax. Once the merger is complete, and following the mentioned transactions, Banca Ifis expects to maintain a pro-forma CET1 level of around 14%.

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Banca Ifis and its commitment to sustainability

Since 2021, Banca Ifis has undertaken a significant transformation towards sustainability that has affected both its business model and governance. In the first half of 2025, this transformation was recognised by MSCI, which raised Banca Ifis’s rating from AA to AAA, the highest level on its rating scale. This rating places the Bank among the leaders globally and within a merit band of only 3% of companies in the sector. In addition to MSCI, Banca Ifis received an ESG credit impact score (CIS) of 2 from Moody’s, confirming it as a virtuous example on the market, with particular reference to Governance; a rating of B, on a scale of F to A, from CDP (formerly the Carbon Disclosure Project), a non-profit organisation that assesses the environmental impact of companies.  In addition to its high ranking in the major international ratings, the bank has been awarded the Best ESG Programme in Europe in the Speciality Finance segment by the independent company Extel Institutional Investors, for the second year running.

The awards come at the end of a journey that also saw the creation of a structured ESG agenda that intervenes in all areas of sustainability through the Kaleidos “Social Impact Lab”. Founded at the behest of President Ernesto Fürstenberg Fassio, Kaleidos promotes cultural, social and community support initiatives. Since its creation to date, the Social Impact Lab has implemented more than 50 initiatives for a total commitment of 8 million Euro. To quantify the social impact generated by these projects, Banca Ifis, in collaboration with Triadi – a spin-off of the Milan Polytechnic led by Mario Calderini – has developed an impact measurement model that allows the return generated by these initiatives to be quantified in economic terms. Applied to all Kaleidos projects already implemented, the impact measurement model showed that one euro invested by Banca Ifis in social initiatives generated, on average, 5,2 euro of social value. The most significant initiatives carried out during the period included those in the field of medical-scientific research, with support for the Bambino Gesù Paediatric Hospital Foundation to purchase a PET-CT scanner in the research project aimed at assessing the safety and effectiveness of gene therapy with CAR-T cells on young patients with relapses or not responding to other currently available treatments for malignant tumours of the central nervous system. Another significant long-term collaboration is with the Advanced Biomedical Research Foundation of Padua, through the ‘Adopt a researcher’ projects, the support of studies in the field of neuromuscular and metabolic pathologies, and the purchase of the Lightsheet Microscope machine, an innovative technological tool that will allow great strides to be made in the study of Neuromuscular and Metabolic Pathologies. Again, thanks to Kaleidos, Banca Ifis has intervened in support of projects aimed at the most vulnerable categories, such as the disbursement in favour of the Banco Alimentare Onlus Foundation, which has made it possible to distribute the equivalent of ten million meals to people in difficulty.

Banca Ifis has also been committed on the social front through ‘Ifis art’, the project desired and conceived by Chairman Ernesto Fürstenberg Fassio for the enhancement of art, culture, contemporary creativity and their values, also through public-private initiatives. The symbol of Ifis art is the collection of the Villa Fürstenberg International Sculpture Park. The Park officially reopened to the public on 27 April with two new works that enrich the rich collection of over thirty works by some of the best-known exponents of contemporary Italian and international art. In this context, the Banca Ifis Research Department measured the results produced by the International Sculpture Park from a social point of view, according to the impact measurement model developed by the Bank with the Polytechnic University of Milan. According to the responses of the 500 visitors interviewed, the Banca Ifis International Sculpture Park generates a multiplier of 3,9: translated into practical terms, every Euro invested by the Bank in the Park generates almost 4 Euro of social value for the area. This value even rises to 5,3 if we consider the cluster of participants in the workshops that the Bank organised during 2024 in cooperation with the Ministry of Culture within the framework of the Venice Biennale. Also, as part of Ifis art, in June 2025, Banca Ifis started work to rescue and secure The Migrant Child, one of only two works by the artist Banksy on Italian soil. The work was finally saved on 24 July 2025, and the Bank will now proceed with the restoration of the building that housed it, Palazzo San Pantalon in Venice. Work on the Palazzo has been entrusted to Zaha Hadid Architects and will be aimed at transforming the building into an exhibition space for young artists in collaboration with the Italian Pavilion of the Venice Biennale.

[1] Reclassifications and aggregations of the consolidated income statement concern the following:

• net credit risk losses/reversals of the Npl Segment are reclassified to interest receivable and similar income (and therefore to “Net interest income”) to the extent to which they represent the operations of this business and are an integral part of the return on the investment;
• net allocations to provisions for risks and charges are excluded from the calculation of “Operating costs”;
• cost and revenue items deemed as “non-recurring” (e.g. because they are directly or indirectly related to business combination transactions, such as the “gain on a bargain purchase” in accordance with IFRS 3), are excluded from the calculation of “Operating costs”, and are therefore reversed from the respective items as per Circular 262 (e.g. “Other administrative expenses”, “Other operating income/costs”) and included in a specific item “Non-recurring income and costs”;
• the ordinary and extraordinary charges introduced against the Group’s banks (Banca Ifis and Banca Credifarma) under the Single and National Resolution Mechanisms (SRF and NRF) and the Deposit Protection Mechanism (DGS or FITD) are shown under a separate item called “Charges related to the banking system” (which is excluded from the calculation of “Operating costs”), instead of being shown under “Other administrative expenses” or “Net allocations to provisions for risks and charges”;
• the following is included under the single item “Net credit risk losses/reversals”:
  – net credit risk losses/reversals relating to financial assets measured at amortised cost (with the exception of those relating to the Npl Segment mentioned above) and to financial assets measured at fair value through other comprehensive income;
  – net allocations to provisions for risks and charges for credit risk relating to commitments and guarantees granted;
  – profits (losses) from the sale/repurchase of loans at amortised cost other than those of the Npl Segment.

^[2] CET1, Tier 1 and Total Capital at 30 June 2025 include the profits generated by the Banking Group in the first half of 2025, net of the relevant dividend accrued.