Zegna Investor Presentation Deck slide image

Zegna Investor Presentation Deck

GLOSSARY METRIC Core perimeter Adjusted EBIT Adjusted EBITDA Net Financial Indebtedness Business Segment Operating capex Adjusted Operating Cash Flow DEFINITION The "core" measures included in this presentation are unaudited. Such measures exclude certain businesses of the Company that are expected to be divested (by way of one or more demergers or other transfers) prior to the consummation of the Transaction (such divestitures, collectively, the "Disposition"). The Disposition concerns (i) the Company's real estate business (consisting of the Company's subsidiary E.Z. Real Estate S.r.l., which directly or indirectly holds substantially all of the Company's real estate assets, as well as certain properties owned by Lanificio Ermenegildo Zegna e Figli S.p.A. ("Lanificio"), including part of Lanificio's industrial building located in Valdilana and Lanificio's hydroelectric plants), (ii) its 10% equity interest in Elah Dufour S.p.A. and certain related contractual rights and obligations, and (iii) its equity stake in Agnona S.r.l. (70% of which was divested in January 2021, and the remaining 30% of which is expected to be divested prior to the consummation of the Transaction). The prospective core measures included in this presentation exclude, in addition to the Disposition described above, the impact of the following transactions occurred after December 31, 2020 (unless otherwise indicated): (a) the purchase of a 60% equity interest in Tessitura Ubertino S.r.l., which was consummated on June 4, 2021; and (b) the purchase of a 40% equity interest in Filati Biagioli Modesto S.p.A. (which following consummation will be consolidated line by line the Zegna consolidated financial statements), which was consummated on July 14, 2021. The word "core" associated with any non-IFRS measures has no other meaning but the one described above. Adjusted EBIT is defined as profit or loss before income taxes, financial income, financial expenses, exchange gains/(losses), result from investments accounted for using the equity method and impairments of investments accounted for using the equity method, adjusted for income and costs which are significant in nature and that management considers not reflective of underlying operational activities, including donations granted during COVID-19 pandemic, legal expenses related to lease agreements, impairment losses on property plant and equipment and right-of-use assets, severance indemnities and provision for severance expenses, impairment losses on held for sale assets and gains on disposal of property plant and equipment. Adjusted EBITDA is defined as profit or loss before income taxes, financial income, financial expenses, exchange gains/(losses), depreciation, amortization, result from investments accounted for using the equity method and impairments of investments accounted for using the equity method, adjusted for income and costs which are significant in nature and that management considers not reflective of underlying operational activities, including donations granted during COVID-19 pandemic, legal expenses related to lease agreements, impairment losses on property plant and equipment and right-of-use assets, severance indemnities and provision for severance expenses, impairment losses on held for sale assets and gains on disposal of property plant and equipment. Net Financial Indebtedness is defined as the sum of financial borrowings (current and non-current), derivative financial instruments and bonds and loans (recorded within other non-current financial liabilities in the consolidated statement of financial position), net of cash and cash equivalents, derivative financial instruments and other current financial assets. The Directors and Management of the Group use segmentation to understand and evaluate operating performance and trends of our business: the relevant business segments are the Zegna Segment and the Thom Browne Segment. We monitor Revenues and Adjusted EBIT for each Segment. The Revenues of each Segment may include intercompany revenues vs the other Segment. The Zegna Segment includes Zegna Branded Products, Textile and Strategic Alliances, accounting adjustments and others. The Thom Browne Segment includes the Thom Browne business. Operating capex is defined as sum of cash flows relating to (Payments)/Proceeds from Disposal of property plant and equipment, intangible assets and investment property. It does not include (Payments)/Proceeds from Disposal of right of use assets. Adjusted Operating Cash Flow is defined as: (a) Net cash flows from operating activities, excluding income taxes paid and interest paid (b) (Payments)/Proceeds from Disposal of property plant and equipment, intangible assets and investment property (c) Payment of lease liabilities. Ermenegildo Zegna Group CONFIDENTIAL 50
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