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21st January 2025 CREATING A GLOBAL ASSET MANAGEMENT LEADER
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SIGNIFICANT BENEFITS AND VALUE CREATION FOR ALL STAKEHOLDERS NEXT STEPS AND CLOSING REMARKS AGENDA TRANSACTION OVERVIEW AND KEY HIGHLIGHTS CREATION OF GLOBAL ASSET MANAGEMENT LEADER WITH A DIVERSIFIED PLATFORM
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THE JOURNEY OF GENERALI’S ASSET MANAGEMENT BUSINESS TO DATE Today MoU with BPCE to combine asset management businesses 2018/2019 Launch and acquisitions of first affiliates 2017 First AM strategy for Generali July 2023 Announcement of the acquisition of Conning and its affiliates January 2025 Announcement of the acquisition of MGG and its affiliates 2023/2024 Internal reorganisation 1
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TRANSACTION OVERVIEW Generali and BPCE are combining their asset management businesses to create a leading €1.9tn(1) AUM global asset manager 2 Notes: (1) AUM as of September 2024. (2) Generali’s contributed perimeter excludes Guotai AMC and Generali China AMC. (3) GIH ownership: 83.25% Generali and 16.75% Cathay Life. Natixis IM ownership: 100% BPCE. Relationship with Shareholders • Generali and BPCE have signed a Memorandum of Understanding (“MoU”) to contribute Generali Investments Holding(2) (“GIH”) and Natixis Investment Managers (“Natixis IM”)operations into a joint venture (“NewCo”) o NewCo would be owned 50-50% by GIH and BPCE (through Natixis IM) o Strong management and robust governance with equal board representation o Shareholders have a shared vision for the combined business, leveraging high quality teams Simplified organisational structure Philippe Donnet Vice Chairman Generali CEO Woody Bradford CEO GIH CEO & General Manager Philippe Setbon Deputy CEO Natixis Deputy CEO, Natixis IM CEO Nicolas Namias Chairman BPCE CEO Experienced leadership 50.0% 50.0% NewCo GIH and Natixis IM affiliates GIH(3) BPCE (through Natixis IM)(3) Simplified organisational structure
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3 Shareholder support and commitments to the NewCo • Strong alignment of interest between shareholders o Long term asset management partnership underpinned by strong support from shareholders o Continuation of strategic partnership with Cathay Financial Holdings • NewCo would act as the insurance asset manager for Generali and BPCE and the key provider to Cathay Life outside of Asia • NewCo would leverage on Generali and BPCE distribution networks and cross-selling opportunities • 15-year asset commitment for Generali and BPCE general account assets • In addition, Generali would provide NewCo with commitment to deploy €15bn of seed capital over 5 years HIGHLY SUPPORTIVE SHAREHOLDERS WITH A SHARED VISION
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KEY HIGHLIGHTS 4 • Global leader with strong positions in Europe and North America, and growing franchise in Asia • Significant value creation thanks to complementary business model enabling clear integration path • Scaled and diversified platform with comprehensive and complementary offering across asset classes • Global and broad distribution capabilities • Long-term support from leading financial institutions
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Global Insurance Asset Manager by General Account AUM European Asset Manager by Revenues European Asset Manager by AUM and Operating Profit 2.0 1.8 1.5 1.5 1.3 1.2 0.6 4.1 3.4 3.2 2.8 2.6 2.4 1.3 Peer 1 Peer 2 Natixis IM(1) #1 Peer 3 Peer 4 GIH(1) Peer 1 NewCo Peer 2 Peer 3 Peer 4 Natixis IM(1) GIH(1) #2 0.7 0.7 0.6 0.5 0.5 0.4 0.3 NewCo Peer 1 #1 Peer 2 Peer 3 Peer 4 European Asset Managers by Revenues (€bn, FY23) Global Insurance Asset Managers by General Account AUM (€tn, FY23) European Asset Managers by AUM (€tn, FY23) NewCo Natixis IM(1)GIH(1) #3 #8 #5 #8 #9#5 5 #1 #1 #2 CREATION OF A GLOBAL ASSET MANAGEMENT LEADER Top 10 Globally by AUM Source: Oliver Wyman analysis. Notes: (1) GIH and Natixis IM figures reflect the contributed perimeter of the transaction. GIH includes the contribution of Conning and its affiliates. (2) €1.9tn NewCo AUM as of September 2024. (2)
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A PLATFORM POISED FOR FUTURE GROWTH AND SUCCESS 6 Private MarketsInsurance and Pension AM High Conviction AM Investment Capabilities Scale Distribution Performance Seed Capital Value for Client NewCo
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7 Notes: (1) AUM as of September 2024. (2) Recently announced the acquisition of MGG Investment Group, a U.S. private direct lending investment firm. c. €1.3tn AUM(1) Natixis IM c. €0.6tn AUM(1) GIH Leading asset manager with c. €1.9tn AUM(1) Global Insurance asset management leader Strong positioning in high conviction liquid assets Real estate leadership and growing private markets franchise Natixis IMGIH Comprehensive investment offering across asset classes Insurance and Pension AM High Conviction AM Private Markets Equity Fixed Income Multi-Asset / Balanced Real Estate Infrastructure Private Equity CLOs Private Credit Alternative funds platform North AmericaEMEA (2) Recently launched Recently launched Based on main strategy per affiliate HIGHLY COMPLEMENTARY CAPABILITIES AND NEW AVENUES FOR GROWTH
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61% 34% 5% 8 Notes: NewCo pro forma AUM and AUM breakdown as of September 2024. GIH AUM splits are estimates based on managerial view. 61%14% 25% Client Types Geographies €1.9tn 65% 21% 14% Asset Classes €1.9tn €1.9tn Insurance & Pension Other Institutional Retail & Wholesale EMEA Americas APAC & Other Fixed Income Equities Private markets & Other SCALED AND DIVERSIFIED PLATFORM POSITIONED FOR GROWTH
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9 SUPPORTED BY A GLOBAL PLATFORM WITH BROAD DISTRIBUTION Global and complementary distribution capabilities with significant cross-selling opportunity Source: Company information. Countries covered 25+ Client relationships 2,300+ Sales coverage and offices globally 60+ Sales and marketing employees globally 400+ On-the-ground presence of NewCo Combined sales coverage and offices of NewCo
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10 Key Financials(1) Pro forma based on 2023A figures Pro forma AUM (€tn) Revenues (€bn) Management fee margin(3) (bps) Cost / Income ratio (%) Adjusted net income (€bn) 0.6 1.3 ~60% 0.3 1.2 2.8 24 80% 0.4 1.8 4.1 21 74% 0.7 GIH(2) Natixis IM 18 Notes: (1) Reflects pro forma contributed perimeter, in particular Generali’s contributed perimeter excludes Guotai AMC (“GAMC”) and Generali China AMC (“GCAMC”). Generali receives contribution from other asset management entities of c. €0.1bn across GAMC, GCAMC and Alleanza Strumento Partecipativo. (2) GIH figures are pro forma for the inclusion of Conning and its affiliates but excludes MGG and its affiliates. (3) Management fee margin excludes contribution from performance fees, transaction fees, dividends, other income and non-recurring fees that are included in revenue. ATTRACTIVE COMBINED FINANCIAL PROFILE (1.9 as of Sep-24)
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VALUE CREATION DRIVERS Revenue enhancement Scale & efficiency Estimated total pre-tax run-rate synergies: c. €210mn(2) c. €170mn c. €40mn Notes: (1) In selected cases while maintaining the multi-affiliate DNA. (2) Expected cumulative investment to achieve of ~€270mn. Pre-tax operating income in Year 5 (run-rate synergies) 11 NewCo to benefit from additional c. €70mn pre-tax synergies from the remaining synergies to be realised from the acquisition of Conning and its affiliates and incremental synergies from the acquisition of MGG and its affiliates Streamline other operating expenses Improve efficiency of procurement activities Additional optimisation from best practice sharing Excludes upside from seedGrow insurance and pension assets globally Leverage global distribution to accelerate cross-selling Internalise mandates and unit linked funds by leveraging broader expertise Develop scale benefits in market data and IT(1) Accelerate private markets growth through seed capital COMBINED PLATFORM TO UNLOCK SIGNIFICANT VALUE CREATION OPPORTUNITY c. 10% of addressable cost base
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Clients 12 Affiliates Employees Investors Improved client experience Expanded sophisticated solutions Broader investment capabilities Maintains entrepreneurial culture Access to centralised services Access to broader resources Best practices and innovation exchanges Growth opportunities Best-in-class insurance AM Diversified platform of industry leading managers Strong value creation Comprehensive offering and enhanced service Access to seed, strong commercial and financial support Broadened career opportunities and enhanced development Exposure to a new global leader in asset management Seed capital commitments POWERFUL AND TANGIBLE BENEFITS FOR ALL STAKEHOLDERS
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CREATION OF A GLOBAL ASSET MANAGEMENT LEADER 13 Scaled and diversified platform with complementary investment capabilities Seed capital commitments to accelerate growth Global and broad distribution capabilities Robust governance framework and experienced leadership team Leading insurance and pension asset manager Material benefits for all stakeholders and value creation for shareholders
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Signing of MoU and entering into exclusive negotiations NEXT STEPS & PROCESS TIMETABLE 14 Today Execution of definitive agreements Mid 2025 Expected closing of the transaction Early 2026 Works council consultation Relevant regulatory and competition authorities’ authorisation
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LONG-TERM VISION AS LIFETIME PARTNER TO OUR CUSTOMERS Integrated offering and value-adding services Insurance market leadership Global Asset Management platform Technical excellence across P&C and Life to protect individuals and SMEs Diversified capabilities delivering differentiated risk-adjusted returns Long-term assets providing stable seed capital and investment firepower Attraction of third-party net flows Distinctive distribution combining human-touch and digital interactions Global asset owner relationships Engaged and upskilled people Lean, innovation driven operating model with strengthened Group role Differentiated visible premium brand 15
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APPENDIX
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EXPECTED FINANCIAL IMPACTS FOR GENERALI Financial Statements and Group Solvency ✓ GIH’s operations to be fully de-consolidated, resulting in a one-off realised profit(2) ✓ Future accounting of NewCo at equity method; pro rata net result included in the Operating Result at Group level ✓ Broadly neutral impact on Group Solvency(3) ✓ Transaction already accretive from Year 1(1) ✓ Expected significant earnings accretion going forward, of €100+ million on a run-rate basis once full synergies are achieved Accretive to Adjusted Net Result and Cash ✓ Pro rata participation to NewCo value creation through €200+ million pre-tax synergies ✓ Potential for higher risk adjusted investment returns thanks to access to broader and improved investment capabilities as well as enhanced third-party AUM development Significant value creation potential Notes: (1) Excluding CTAs and preferential dividend distribution to BPCE over 2026 and 2027 for € 125 million per year. Impact would be broadly neutral excluding CTAs and including preferential dividend distribution. (2) Consistent with Group methodology, it will be adjusted for the purposes of the Adjusted Net Result calculation in the year of closing. (3) Also including MGG Investment Group acquisition related impact. 16 Asset Allocation ✓ No changes to group SAA and ALM framework ✓ Generali to retain full authority on asset allocation