Zegna Results Presentation Deck
Non-IFRS Financial Measures
Explanatory Notes
Relates to legal costs of €7,532 thousand incurred in 2022 by the Thom Browne Segment in connection with a legal dispute between adidas and Thom Browne, primarily in relation to the use of trademarks.
This amount is recorded within the line item "purchased, outsourced and other costs" in the consolidated statement of profit and loss.
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Ermenegildo Zegna Group
Relates to transaction costs of €2,289 thousand incurred in 2022 in connection with acquisitions, primarily for consultancy and legal fees related to the TFI Acquisition. This amount is recorded within the line
item "purchased, outsourced and other costs" in the consolidated statement of profit and loss and is related to Corporate.
Relates to severance indemnities incurred by the Zegna Segment of €2,199 thousand, €8,996 thousand and €12,308 thousand in 2022, 2021 and 2020, respectively, recorded within the line item "personnel
costs" in the consolidated statement of profit and loss.
Costs related to the Business Combination of €2,137 thousand in 2022 relate to the grant of equity awards to management in 2021 with vesting subject to the public listing of the Company's shares and
certain other performance and/or service conditions. This amount is recorded within the line item "personnel costs" in the consolidated statement of profit and loss and relates to the Zegna Segment for
€1,101 thousand, to the Thom Browne Segment for €98 thousand and to Corporate for €938 thousand. Costs related to the Business Combination in 2021 include: (a) €114,963 thousand relating to share-
based payments for listing services recognized as the excess of the fair value of Zegna ordinary shares issued as part of the Business Combination and the fair value of IIAC's identifiable net assets acquired.
This amount is recorded within the line item "other operating costs" in the consolidated statement of profit and loss and is related to Corporate. (b) €37,906 thousand for the issuance of 5,031,250 Zegna
ordinary shares to the holders of IIAC class B shares to be held in escrow. The release of these shares from escrow is subject to achievement of certain targets within a seven-year period. This amount is
recorded within the line item "other operating costs" in the consolidated statement of profit and loss and is related to Corporate. (c) €34,092 thousand for transaction costs related to the Business
Combination incurred by Zegna, including costs for bank services, legal advisors and other consultancy fees. This amount is recorded within the line item "purchased, outsourced and other costs" in the
consolidated statement of profit and loss and is related to Corporate. (d) €10,916 thousand for the Zegna family's grant of a one-time €1,500 gift to each employee of the Zegna Group as result of the
Company's listing on NYSE completed on December 20, 2021. This amount is recorded within the line item "personnel costs" in the consolidated statement of profit and loss and is related to the Zegna
Segment for €10,120 thousand and to the Thom Browne Segment for €796 thousand. (e) €5,380 thousand relating to grant of performance share units, which each represent the right to receive one Zegna
ordinary share, to the Group's Chief Executive Officer, other Zegna directors, key executives with strategic responsibilities and other employees of the Group, all subject to certain vesting conditions. This
amount is recorded within the line item "personnel costs" in the consolidated statement of profit and loss and is related to the Zegna Segment for €2,908 thousand, to the Thom Browne Segment for
€239 thousand and to Corporate for €2,233 thousand. (f) €1,236 thousand related to the fair value of private warrants issued, pursuant to the Business Combination, to certain Zegna non-executive
directors. This amount is recorded within the line item "personnel costs" in the consolidated statement of profit and loss and is related to Corporate. (g) €566 thousand related to the write-off of non-
refundable prepaid premiums for directors' and officers' insurance. This amount is recorded within the line item "personnel costs" in the consolidated statement of profit and loss and is related to
Corporate. €273 thousand related to the deal contingent option entered in November 2021. The amount was recorded within the line item "foreign exchange gains/(losses)" in the consolidated statement
of profit and loss.
Net impairment of leased and owned stores includes (i) impairment of €2,369 thousand, €6,486 thousand and €15,716 thousand related to right-of-use assets, (ii) reversals of impairment of €756 thousand
and impairment of €2,167 thousand and €4,011 thousand related to property plant and equipment and (iii) impairment of €26 thousand, and €39 thousand and reversals of impairment of €2 thousand
related to intangible assets, for 2022, 2021 and 2020, respectively. Net impairment in 2020 includes the effects of the COVID-19 pandemic on the Group's operations. Impairment and reversals of
impairment of leased and owned stores are recorded within the line item "depreciation, amortization and impairment of assets" in the consolidated statement of profit and loss and relate entirely to the
Zegna Segment for the periods presented, with the exception of impairment of €820 thousand relating to the Thom Browne Segment in 2022.
April 6, 2023
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