AZIMUT HOLDING SpA

Consolidated interim financial report as of 30 September 2025





Contents

Contents 2

Company bodies 3

Group structure as of 30 September 2025 4

Azimut Group's highlights and indicators 5

Management report 7

Azimut Group consolidated financial statements 21

Basis of preparation 27

Statement on the consolidated interim financial report as of 30 September 2025 pursuant to article 154-bis, paragraph 2 of the Consolidated Law on Finance 35

Consolidated interim financial report as of 30 September 2025

2





‌Company bodies

Board of Directors

Pietro Giuliani Chairman

Giorgio Medda Chief Executive Officer

Alessandro Zambotti Chief Executive Officer

Paola Ciaccio1 Director

Monica Liverani Director

Fiorenza Dalla Rizza Director

Vittoria Scandroglio Director

Marcello Foa Director

Carlo Bonomi Director

Anna Doro Director

Board of Statutory Auditors

Stefano Fiorini Chairman

Marco Lori Standing Auditor

Maria Catalano Standing Auditor

‌1 in office for one year (2025)

Consolidated interim financial report as of 30 September 2025 3





‌ Group structure as of 30 September 2025


Company figures as of 30 September 2025.

This table only provides a summary of certain subsidiaries of the Azimut Group. For the full list of companies directly or indirectly controlled by Azimut Holding SpA, see the "Consolidation scope and methods" section of this consolidated interim financial report.

Note (1): 51% held by Azimut Holding SpA, 30% held by Azimut Capital Management SGR SpA and 19% by Azimut Financial Insurance SpA, both owned by Azimut Holding SpA.

Note (2): controls AZ Sinopro Insurance Planning.

Note (3): controls AZFlow Consultoria, AzimutBrasil Consultoria e Correspondente Bancario, Azimut Brasil Assessores de Investimentos, Azimut Brasil Wealth Management and Gudance Gestora de Recursos.

Note (4): controlled by AZ Quest Participações LTDA, in turn controlled by AZ Brasile Holding Ltda. Note (5): controlled by AZ Mexico Holdings.

Consolidated interim financial report as of 30 September 2025 4





‌ Azimut Group's highlights and indicators
  1. Azimut Group - Highlights as of 30 September 2025

    1990

    Year of incorporation

    2004

    Year of flotation

    123.1 billion

    Total assets

    19 countries

    Geographical coverage

    15.3 billion

    Total net inflows

    32.93

    Share price

    1,013 million

    Total income

    386 million

    Group net profit

  2. Azimut Group - Financial and operating indicators

    Financial indicators

    01.01.2025-

    30.09.2025

    01.01.2024-

    30.09.2024

    Change

    2024

    (millions of euro)

    Absolute

    %

    Total income:

    1,013

    1,054

    -41

    -4%

    1,468

    - recurring fees

    854

    898

    -44

    -5%

    1,217

    EBIT

    471

    458

    13

    3%

    652

    Group net profit

    386

    438

    -52

    -12%

    576

    Consolidated interim financial report as of 30 September 2025 5





  1. Total assets broken down by type and geographical segment as of 30 September 2025

Assets broken down by type (%)

Mutual funds

37%

Alternative funds

5%

Discretionary Portfolio Management and Advisory

26%

Life and Pension Funds

8%

Strategic affiliates

24%

Total

100%



Straegicic affilates 24%

Life and Pension Funds

8%

Discretionary Portfolio Management and Advisory

26%

Mutual Funds 37%

Alternative funds 5%

Figures in millions of euro

Assets broken down by geographical segment

30.09.2025

%

Italy

65,464

53%

EMEA

11,015

9%

Americas

13,769

11%

Asia-Pacific

3,691

3%

Strategic affiliates

29,131

24%

Total assets

123,070

100%

Consolidated interim financial report as of 30 September 2025 6





‌ Management report
  1. Introduction

    This consolidated interim financial report as of 30 September 2025 has been prepared pursuant to article 154-ter (Interim Reports) of Legislative decree no. 58/1998 (Consolidated Law on Finance), introduced by Legislative decree no. 195/2007, implementing EU Directive 2004/109/EC (known as the Transparency Directive) as amended.

    Azimut Holding SpA publishes a consolidated interim financial report not pursuant to any legal requirements, focusing only on the key information of the first nine months of the year. It is not fully compliant with the IFRS as it does not provide all the disclosures required by the applicable standards, simplifying the disclosure to the market.

    This consolidated interim financial report provides:

    • a general description of the financial position and results of operations of Azimut Holding SpA and its subsidiaries for the period;

    • a description of the main events and transactions of the period and their impact on the financial position of Azimut Holding SpA and its subsidiaries.

  2. Azimut Group's performance for the first nine months of 2025

    Commented [ET1]: Commento per traduttore: prendere nota di tutti i track per i prossimi quarter e in particolare per questo che era stato male interpretato anche in H12025

The Azimut Group's consolidated net profit for the first nine months of 2025 amounts to 409,852 thousand euro (461,418 thousand euro in the first nine months of 2024), while pre-tax profit came to 526,536 thousand euro (617,368 thousand euro in the first nine months of 2024). The net profit for the first nine months of 2024 included a capital gain of 151 million euro, following the sale of the associate Kennedy Lewis.

As of 30 September 2025, total assets amounted to 123.1 billion euro, up 14% compared to 31 December 2024. In September, net inflows achieved 1.9 billion euro, surpassing Italian competitors. Year-to-date, net inflows reached 15.3 billion euro, in line with its revised target for 2025 which was revised upwards in August to between 28 billion euro and 31 billion euro, also to reflect the contribution generated by the announced acquisition of North Square Investments, LLC, which is expected to be completed by the end of the year. These figures confirm the effectiveness of the Group's global distribution platform and the strength of its customer relationships in the retail, wealth management, corporate and institutional channels. Demand for the Group's mutual fund solutions, driven by the Italian business and partnerships, remained extremely strong during the nine-month period, with particularly significant contributions from Italy and Turkey, and in the private markets. At the same time, the Group continues to expand its international presence, with initiatives such as new distribution agreements in Hong Kong, growth in institutional activities in Egypt and Mexico, and the success of wealth management in Dubai and Singapore. In Brazil, further funds closing were completed in the third quarter in the private infrastructure and real estate sectors. Finally, the Group's US platform continued on its growth path and recorded significant organic growth in September thanks to the expansion of its partner network.

The main transactions completed by the Group in the first nine months of 2025 related to the

increase of the stake in Kennedy Capital Management from 35% to 51% through the exercise of the call option and the increase of the stake in High Post Capital LLC from 15% to 56%, followed by the acquisition of an additional 2% stake during the third quarter of 2025, bringing the total equity investment to 58% and resulting in the control over both US companies. The Group also strengthened its international foothold with a strategic investment in Morocco by acquiring a non-controlling interest in two companies of red Med capital, one of Morocco's leading independent investment banks. This transaction was completed in July 2025.

With respect to the recruitment of financial advisors, in the first nine months of 2025, the Group's network in Italy showed 45 new engagements, compared to 72 outgoing advisors, bringing the total number of Azimut advisors in Italy to 1,779 (31 December 2024: 1,806).

Consolidated interim financial report as of 30 September 2025

7





Figures in millions of Change compared to

euro 30.09.2025 30.06.2025 31.12.2024 31/12/2024

Absolute %

Mutual funds 45,302

40,098

34,947

10,355

29.6%

Alternative funds 6,647

7,014

6,444

203

3.2%

Discretionary Portfolio

Management and 31,902 Advisory

29,880

27,619

4,283

15.5%

Life and Pension Funds 10,088

9,789

10,003

85

0.8%

Strategic affiliates 29,131

26,050

28,503

628

2.2%

Total assets under 123,070

112,831

107,516

15,554

14.5%

b. Net inflows

Absolute change

Figures in millions of euro 01.01.2025- 01.01.2024- 2024 compared to

30.09.2025 30.09.2024 the period

01.01.2024-

30.09.2024

Mutual fund

8,670

3,519

4,896

5,151

Alternative funds

1,175

956

1,093

219

Discretionary Portfolio

Management and Advisory

Life and Pension Funds

87

280

317

-193

Strategic affiliates

2,218

7,269

11,336

-5,051

Total net inflows

15,339

11,881

18,304

3,458

a. Assets

management

3,189 -143 662 3,332

  1. Reclassified consolidated income statement

    In order to provide a representation of the results according to management criteria, the income statement has been reclassified to better reflect the content of the items in accordance with these criteria.

    The main reclassifications involved the following:

    • cost recoveries on portfolio management reported under "Fee and commission income" have been reclassified as "Other income" in the reclassified income statement;

    • the insurance service result and financial income from insurance operations were reallocated to "Insurance income";

    • commission expenses paid to the sales network, reported under "Fee and commission expense" are now classified as "Acquisition costs"; similarly, the Enasarco/Firr contributions related to these commission expenses and the other trade payables associated with the sales network, recognised under "Administrative costs", have been reclassified as "Acquisition costs"; the amount allocated to the supplementary indemnity reserve for agents (ISC) reported under "Accruals to the provisions and charges" has been reclassified as "Acquisition costs";

    • administrative cost recoveries, reported under "Other operating income and costs", were recognised as a reduction of "Overheads/administrative costs";

    • the effects of the application of IFRS 17 - Insurance Contracts, included under "Financial income from insurance operations" were reallocated to "Net financial income";

    • interest expense on loans and bonds was recognised under "Interest expense" in the reclassified income statement.

      Consolidated interim financial report as of 30 September 2025

      8





      Euro/000

      3Q 2025

      3Q 2024

      01.01.25 -

      30.09.25

      01.01.24 -

      30.09.24

      Acquisition fees

      4,253

      3,362

      11,833

      10,018

      Recurring fees

      292,826

      308,703

      853,783

      898,347

      Variable management fees

      2,212

      145

      5,232

      8,752

      Other income

      20,212

      6,758

      34,243

      20,526

      Insurance income

      48,321

      33,535

      108,402

      116,373

      Total income

      367,824

      352,503

      1,013,493

      1,054,016

      Acquisition costs

      (112,103)

      (106,780)

      (335,198)

      (312,420)

      Overheads/administrative costs

      (69,408)

      (89,177)

      (191,062)

      (256,571)

      Amortisation/depreciation and accruals

      (5,890)

      (9,831)

      (15,809)

      (26,791)

      Total costs

      (187,401)

      (205,788)

      (542,069)

      (595,783)

      EBIT

      180,423

      146,715

      471,424

      458,233

      Net financial income

      18,725

      16,872

      62,208

      171,580

      Net non-recurring income (costs)

      (1,250)

      (1,186)

      (7,096)

      (5,964)

      Interest expense

      (2,161)

      (6,481)

      Pre-tax profit

      197,898

      160,239

      526,536

      617,368

      Income tax

      (37,412)

      (36,224)

      (121,663)

      (156,525)

      Deferred tax assets/liabilities

      (2,172)

      (2,168)

      4,979

      576

      Net profit

      158,314

      121,848

      409,852

      461,418

      Profit attributable to minority interests

      11,788

      6,671

      23,689

      23,763

      Group net profit

      146,526

      115,177

      386,163

      437,655

      Consolidated EBIT and the Group net profit for the nine months ended 30 September 2025 came to 471 million euro (458 million euro for the same period of 2024) and 386 million euro (438 million euro for the same period of the previous year), respectively.

      In the first nine months of 2025, assets managed generated recurring fees of 854 million euro, up on the same period of the previous year if compared to the figure which excludes the recurring fees pertaining to the Australian group AZ Next Generation Advisory LTD which was partially sold at the end of 2024 (797 million euro).

      The decrease in insurance income is due to the reduction in variable fees on these types of products in the first nine months of 2025, partially offset by the increase in recurring insurance fees.

      Acquisition costs reflect the rise in recurring revenues and the Group's international expansion, in addition to the impact of the rise in variable incentives and non-recurring expenses. Overheads increased by 15 million euro in the first nine months of 2025 when compared with the overheads excluding the Australian group following the deconsolidation of the Australian group AZ Next Generation Advisory LTD (figure as of 30 September 2024, excluding the Australian group's overheads: 176 million euro). The increase is consistent with the Group's organic and inorganic international growth. Net financial income includes the positive effects of: i) the fair value measurement of the Group's investments and ii) the measurement of liabilities relating to the future exercise of the options to purchase the remaining portion of the capital of certain acquirees not wholly owned. It also includes the dividends from the investments in the US GP Stakes, the portion of the profits and losses of associates, in addition to the interest income generated by the management of the Group's liquidity. As of 30 September 2024, the item included a capital gain of 151 million euro, following the sale of the associate Kennedy Lewis. Income taxes include the tax charge related to the application of the Global Minimum Tax as provided for by Law no. 11/2023 for jurisdictions where the 15% tax rate does not apply.

      Consolidated interim financial report as of 30 September 2025 9





  1. Key balance sheet figures

    Euro/000

    30.09.2025

    30.06.2025

    31.12.2024

    Cash and cash equivalents

    461,639

    401,674

    394,804

    Financial assets at fair value through profit or loss

    8,205,896

    7,967,044

    8,239,240

    Financial assets at fair value through other comprehensive income

    23,972

    23,966

    19,132

    Financial assets at amortised cost and equity investments

    367,770

    328,694

    495,634

    Property, plant and equipment and intangible assets

    708,766

    709,598

    610,526

    Non-current assets held for sale and discontinued operations

    141,701

    139,389

    -

    Other assets

    442,134

    418,994

    473,916

    Total assets

    10,351,878

    9,989,359

    10,233,252

    Financial liabilities at amortised cost

    57,672

    62,923

    44,135

    Insurance liabilities

    1,904,819

    1,820,827

    1,778,608

    Financial liabilities measured at fair value

    6,008,731

    5,866,061

    6,029,802

    Liabilities related to discontinued operations

    57,471

    57,139

    -

    Other liabilities and provisions

    389,832

    377,826

    432,631

    Shareholders' equity

    1,933,353

    1,804,583

    1,948,076

    Total liabilities and shareholders' equity

    10,351,878

    9,989,359

    10,233,252

    Cash and cash equivalents refer to on-demand bank accounts and cash, up from 395 million euro as of 31 December 2024 to 462 million euro as of 30 September 2025. Financial assets at fair value through profit or loss decreased slightly compared to 31 December 2024. They mainly refer to the insurance operations carried out by Azimut Life Dac, specifically liquidity and investments, measured at fair value, relating to unit-linked policies where the investment risk is borne by policyholders. Furthermore, financial assets at fair value through profit or loss include the Group's portions of UCI units and closed-end funds which reflect the investment of the excess liquidity of operations and minority interests over which the Group does not exercise control, significant influence or joint control. Financial assets at fair value through other comprehensive income increased on 31 December 2024 and refer to investments in minority interests over which the Group does not exercise control, significant influence, or joint control, and to the investments in government bonds with a hold-to-collect and sell business model. Financial assets at amortised cost mainly comprise receivables for asset management services of 129 million euro and receivables from customers for advisory services of 65 million euro, while equity investments decreased from 185 million as of 31 December 2024 to 162 million euro as of 30 September 2025. This item includes the acquisition of a minority stake in the two Moroccan associates, Red Med Asset Management and Red Med Securities, of 29.35% and 25%, respectively, both completed in July 2025, and the reclassification of the US-based Kennedy Capital Management LLC and High Post Capital LLC from associates to subsidiaries, following the increase in the relevant investment. For additional information about these transactions, reference should be made to the paragraph "Significant events of the period". Property, plant and equipment and intangible assets were up compared to 31 December 2024, following the acquisition of control over of Kennedy Capital Management and High Post Capital LLC as mentioned above. This item also includes the right-of-use assets recognised in accordance with IFRS 16, amounting to 19 million euro as of 30 September 2025.

    Non-current assets held for sale and discontinued operations include the assets identified within a selected perimeter of the Group's Italian distribution activities, together with other assets, following the binding framework agreement signed between Azimut Holding Spa and FSI SGR SpA for the creation of TNB and verification of the fulfilment of the requirements set out in IFRS 5. For additional information about this transaction, reference should be made to the paragraph "Significant events of the period".

    Specifically, with respect to figures, the main effects related to "Financial assets at amortised cost" (35,841 thousand euro), "Equity investments" (6,007 thousand euro), "Property, plant and equipment" (328 thousand euro), "Intangible assets" (3,743 thousand euro), "Tax assets" (461 thousand euro) and "Other assets" (95,323 thousand euro).

    Other assets mainly include tax assets (100 million euro) and advances for virtual stamp duties (133 million euro). They also include amounts due from financial advisors for loans and

    Consolidated interim financial report as of 30 September 2025 10





advanced commissions (approximately 19 million euro) and incentive costs relating to total inflow targets which are directly attributable to the contracts which meet the capitalisation requirements under the category of costs incurred to fulfil a contract introduced by IFRS 15. These are included under prepayments and amount to 75 million euro as of 30 September 2025.

Financial liabilities at amortised cost mainly include the lease liabilities arising from the application of IFRS 16, which amounted to 22 million euro as of 30 September 2025. Insurance liabilities include the insurance contracts of the Group's Irish company.

Liabilities related to discontinued operations include the liabilities identified within a selected perimeter of the Group's Italian distribution activities, together with other assets, following the binding framework agreement signed between Azimut Holding Spa and FSI SGR SpA for the creation of TNB and verification of the fulfilment of the requirements set out in IFRS 5. For additional information about this transaction, reference should be made to the paragraph "Significant events of the period".

Specifically, with respect to figures, the main effects related to the items "Financial liabilities at amortised cost" (1,021 thousand euro), "Tax liabilities" (430 thousand euro), "Other liabilities" (28,404 thousand euro), "Staff severance pay (TFR)" (54 thousand euro), "Provisions for risks and charges" (27,552 thousand euro) and "Valuation reserves" (10 thousand euro).

  1. Consolidated net financial position

    With respect to the methods used to assess the net financial position, reference was made to the ESMA (European Securities and Markets Authority) Guidelines dated 4 March 2021, paragraph 175 and following paragraphs.

    Euro/000

    30.09.2025

    30.06.2025

    31.12.2024

    A

    Cash

    461,639

    401,674

    394,804

    B

    Cash equivalents

    177,436

    113,775

    156,562

    C

    Other current financial assets

    125,886

    127,077

    198,294

    D

    Liquidity (A + B + C)

    764,961

    642,526

    749,660

    E

    Current financial debt (including debt instruments,

    but excluding current portion of non-current financial debt)

    -

    -

    -

    F

    Current portion of non-current financial debt

    -66

    -66

    -66

    G

    Current financial indebtedness (E + F)

    -66

    -66

    -66

    H

    Net current financial indebtedness (G - D)

    764,895

    642,460

    749,594

    I

    Non-current financial debt (excluding current portion and debt instruments)

    -34

    -52

    -88

    J

    Debt instruments

    -

    -

    -

    K

    Non-current trade and other payables

    -21,634

    -23,267

    -27,671

    L

    Non-current financial indebtedness (I + J + K)

    -21,668

    -23,267

    -27,759

    M

    Net financial position (H + L)

    743,227

    619,141

    721,835

    Consolidated interim financial report as of 30 September 2025 11





In the net financial position only financial liabilities were included, whereas trade payables have been excluded. Assets in the form of fees and commissions for managed funds and discretionary portfolios are also included and are considered as cash equivalents given that they are collected by the Group during the first few working days after the reporting date, in addition to investments in money market funds.

As of 30 September 2025, the net financial position is 743 million euro, up on the balance as of 31 December 2024 (722 million euro).

The balance, net of the liquidity generated by the operating activities of the period, was impacted by the dividends paid in cash to Azimut Holding SpA shareholders, the payment to Fondazione Azimut Onlus, the payment of profit-participating financial instruments held by top key people (totalling 331 million euro) and 235 million euro paid as tax advances, the virtual stamp duty and taxes on the mathematical reserve (the latter pertaining to the Irish Azimut Life Dac).

For additional information about the other significant transactions of the period, reference should be made to the section "Significant events of the period".

  1. Shareholders' equity

    As of 30 September 2025, consolidated shareholders' equity, including the profit for the period, amounted to 1,911 million euro (1,923 million euro as of 31 December 2024). This figure reflects the effects of the dividend distribution approved by the shareholders in their ordinary meeting called to approve the 2024 financial statements on 30 April 2025. The shareholders resolved to pay a dividend of 1.75 euro per ordinary share, pre-tax. The cash dividend payment took place on 21 May 2025, with ex-dividend payment date 19 May 2025 and record date 20 May 2025. The shareholders also approved the payment of 8.0 million euro, or 1% of pre-tax consolidated profit, to Fondazione Azimut ONLUS pursuant to the Articles of Association. In addition, the shareholders decided to allocate, in accordance with the Articles of Association, 57.62 euro for each participating financial instrument held by Top Key People at the time of approval of payment of the dividend.

  2. Treasury shares

As of 30 September 2025, Azimut Holding SpA subsidiaries did not hold any treasury shares or shares of the Parent Company, either directly or via trust companies or third parties.

During the first nine months of 2025, the following transactions involving treasury shares were carried out:

  • 176,040 treasury shares were transferred to AZ International Holdings Sa for a total of 4.3 million euro as part of a capital injection and were used on the same date to pay the first tranche of the price adjustment related to the initial acquisition of the investment in Turkey;

  • 115,000 treasury shares were transferred to the US subsidiary Azimut US Holding for a total of 3 million euro as a capital injection and used to exercise the call option to increase the investment in Kennedy Capital Management LLC from 35% to 51%;

  • 663,196 treasury shares were transferred to the US subsidiary Azimut Alternative Capital Partners for a total of 16 million euro which, on the same date, were used to purchase an additional 41% of the share capital of the US associate High Post Capital LCC and another 2% thereof;

  • 1,400,000 treasury shares were purchased for a total amount of 31 million euro.

As of 30 September 2025, Azimut Holding SpA's treasury share portfolio stood at 1,102,365 shares, or 0.77% of share capital.

With respect to operations after 30 September 2025, no transactions involving the purchase and/or sale of treasury shares were carried out in October 2025 or up to the date of this consolidated interim financial report.

Consolidated interim financial report as of 30 September 2025 12





  1. Significant events of the period
    1. Parent Company - Azimut Holding SpA and its direct subsidiaries Capitalisation transactions carried out by Azimut Holding SpA

      During the period, Azimut Holding SpA made capital injections in favour of:

      • Azimut Enterprises Srl for a total of 12.6 million euro as resolved by the Board of Directors on 7 March 2024 and 31 July 2025;

      • AZ International Holdings Sa for a total of 14.9 million euro. Of this amount, 4.3 million euro related to 176,040 Azimut Holding SpA treasury shares and the residual balance was paid in cash, in order to finance the Group's international development as resolved by the Board of Directors on 14 December 2023 and 31 July 2025;

      • AZI First Srl for 2.6 million euro as resolved by the Board of Directors on 6 February 2025.

        Capitalisation transactions carried out by the direct subsidiaries of Azimut Holding SpA Following the Board of Directors' resolution of 26 February 2024 and 7 March 2024, Azimut Enterprises Srl made capital injections totalling 1.5 million euro to AZ Venture Tech Srl. On 16 April 2025, Azimut Enterprises Srl acquired the remaining 25% stake in AZ Venture Tech Srl from third parties at par value. Other transactions carried out by Azimut Holding SpA and its subsidiaries

        On 23 January 2025, Azimut Enterprises Srl subscribed a capital increase in Indigo.AI Srl amounting to 10 million euro. Following the capital increase the investment percentage is 59.45%.

        On 21 February 2025, AZI First Srl acquired 46.70% of the Spanish-based Romeo Founders S.L. for a consideration of 2 million euro.

        Bank of Italy inspection - Azimut Capital Management SGR SpA

        As per its notice dated 5 March 2025, the Bank of Italy carried out a routine inspection on Azimut Capital Management SGR SpA (ACM), which began on 10 March 2025 and ended on 13 June 2025. At the date of this consolidated interim financial report, the Bank of Italy notified the inspection report on 24 October 2025. The report identified areas for improvement mainly related to ACM's organisational structure and internal controls. These actions are aimed at strengthening organisational and supervisory units and at evolving strategic planning and monitoring processes, without affecting client portfolios, product integrity or the continuity of core services, and without prejudice to the alignment of certain operating methods with supervisory guidelines. ACM is already defining an action plan to incorporate the relevant corrective and reinforcement measures, which will be submitted to the competent authorities by 30 November 2025 and implemented by 30 April 2026. As envisaged in the inspection report, by implementing these measures, ACM will be able to participate in the demerger preliminary to the TNB transaction, and to achieve full regulatory compliance of the business units transferred to TNB as part of the transaction.

        Consolidated interim financial report as of 30 September 2025 13





Azimut Holding SpA and FSI SGR SpA2 ("FSI") have signed a binding agreement for the creation of TNB ("TNB")

On 22 May 2025 Azimut Holding SpA entered into a binding framework agreement with FSI SGR SpA for the creation of TNB, a next-generation wealth management bank. The transaction will be completed through a series of steps to be carried out essentially concurrently, namely:

  • the acquisition by Azimut Holding SpA of a bank (the "Bank"), identified together with FSI, with advanced-stage negotiations ongoing, subject to completion of a corporate transaction involving the Bank;

  • the rebranding of the Bank as TNB and the partial demerger in favour of TNB of a selected perimeter of Italian distribution activities, together with other assets of Azimut Capital Management SGR SpA and Azimut Financial Insurance SpA;

  • the sale by Azimut Holding SpA of 80.01% of the share capital of TNB to FSI, backed by a pool of co-investors, including the managers and financial advisors involved in the project (the "Co-investors");

  • the execution of the Transactions is subject to (i) the authorisations by the Competent Supervisory Authorities (Bank of Italy, European Central Bank), as well as by the relevant oversight bodies (Italian Competition Authority and Prime Minister's Office) and (ii) the satisfaction of the conditions precedent specified in the agreement signed between the parties, as is customary in transactions of similar scale and type.

    The sale of the 80.01% stake has a potential total value for Azimut of around 1.2 billion euro over time. In addition to the consideration, the 19.99% interest to be held by Azimut Holding SpA in TNB represents a strategic lever to maintain exposure to the upside deriving from the expected growth and high potential of the TNB project. The transaction will be financed using the own funds of Azimut Holding SpA and FSI. The agreement also provides for a long-term industrial partnership between TNB and Azimut in respect of asset management, financial advisory and banking services.

    The assets and liabilities pertaining to the demerged business units of the Italian distribution activities, together with other assets of Azimut Capital Management SGR SpA and Azimut Financial Insurance SpA, which meet IFRS 5 requirements, have been reclassified to "Non-current assets held for sale and discontinued operations" and "Liabilities related to discontinued operations", respectively, in the balance sheet included in this consolidated interim financial report as of 30 September 2025.

    1. AZ International Holdings SA, Azimut UK Holdings LTD and their direct and/or indirect subsidiaries

      Americas

  • On 27 February 2025, the Azimut Group, via its US subsidiary Azimut US Holdings, exercised the call option to increase its investment in Kennedy Capital Management LLC, an investment company specialising in US Small and Mid Cap stocks and mutual fund management, from 35% to 51%. This led to an outlay of 12 million euro in cash and treasury shares of Azimut Holding.

  • On 7 May 2025, through its subsidiary Azimut Alternative Capital Partners LLC, the Group entered into an agreement to increase its investment in High Post Capital LLC from 15% to 56%, thus achieving a controlling interest. An additional 2% was acquired in the third quarter of 2025, bringing the total investment percentage to 58%. This led to an outlay of 37 million euro in cash and treasury shares of Azimut Holding.

  • On 22 July 2025, the Azimut Group, through Azimut US Holdings Inc., signed a binding agreement to acquire 100% of North Square Investments, LLC ("NSI" or "North Square"), a multi-boutique asset management and distribution platform with 16.0 billion US dollars of assets under management3. Under the transaction, Azimut will transfer its 51% stake in Kennedy Capital Management ("KCM"), which has a sub-advisory agreement in

    ‌2 FSI is the largest private equity fund fully dedicated to Italy. For additional information, reference should be made to the website https://www.fondofsi.it.

    ‌3 Figures as of 30 June 2025.

    Consolidated interim financial report as of 30 September 2025 14





place with NSI related to the Micro Cap strategy, thereby contributing to the creation of an integrated platform to be rebranded Azimut NSI. The transaction provides for a minimum consideration of 110 million US dollars (based on an enterprise value of 165 million US dollars), of which 60 million US dollars will be paid at closing and 50 million US dollars deferred over the following four years. In addition, a management earn-out and incentive plan could take the total value to around 160 million US dollars, the majority of which will be paid five years after closing. The purchase price will be paid through a combination of cash and Azimut Holding shares.

  • On 30 July 2025, the Azimut Group completed the sale of the entire 20% stake in RoundShield Partners LLP, held through Azimut Capital Alternative Limited via a Luxembourg investment fund, as part of a transaction promoted by RoundShield aimed at transferring control of the company to Harrison Street. The sale took place for a total consideration of 38 million euro.

    Europe & MENA

  • On 25 March 2025, Azimut Holding SpA, through its subsidiary Az International Holdings SA, reached an agreement for the acquisition of a non-controlling interest in two companies of Red Med Capital, one of Morocco's leading independent investment banks. Specifically, the acquisition includes a 29% and a 25% investment in Red Med Asset Management and Red Med Securities, respectively. The transaction was completed in July 2025 with an outlay of 7 million euro.

  • On 9 April 2025, the Group obtained approval from Saudi Arabia's Capital Market Authority (CMA) to operate as a locally licensed asset manager.

    1. Azimut Holding SpA General Shareholders' Meeting of 30 April 2025
    Approval of the 2024 financial statements and allocation of the profit for the year

    The shareholders' meeting approved the 2024 financial statements, which included a Parent Company net profit of 320.9 million euro. The shareholders approved the allocation of the profit for the year and also resolved to pay an ordinary dividend of 1.75 euro per share (excluding any treasury shares in the Company's portfolio on the day prior to the ex-dividend date), before withholding taxes and entirely in cash on 21 May 2025, with ex-dividend date on 19 May 2025 and record date on 20 May 2025. Furthermore, in accordance with the Articles of Association, they decided to allocate 8.0 million euro, equal to 1% of the consolidated gross profit, to Fondazione Azimut ONLUS. The shareholders also decided to allocate, in accordance with the Articles of Association, 57.62 euro for each participating financial instrument held by Top Key People at the time of approval of payment of the dividend.

    Appointment of the Board of Directors, subject to determination of the number of members and term of office. Appointment of the Chairperson of the Board of Directors. Related fees

    The Shareholders approved the number of members comprising the Board of Directors and its term of office, confirming Pietro Giuliani as Chairman.

    Based on the two submitted lists, the Shareholders appointed the new Board of Directors, which will remain in office until the approval of the financial statements as of 31 December 2027, as follows:

  • 9 members from the first list, submitted by Timone Fiduciaria Srl;

  • 1 member from the second list, submitted by a group of shareholders of asset management companies and institutional investors.

    The new Board of Directors is made up of 10 members: 9 members for 3 years and 1 member for 1 year.

    The Shareholders also approved the fees of the Board of Directors.

    Consolidated interim financial report as of 30 September 2025 15





Appointment of the Board of Statutory Auditors and its Chairperson for 2025, 2026 and 2027. Related fees.

Based on the two submitted lists, the Shareholders appointed the Board of Statutory Auditors which will remain in office for the next three years until the approval of the financial statements as of 31 December 2027. The Shareholders also approved the fees of the Board of Statutory Auditors.

Proposal for purchase and allocation of treasury shares and consequent resolutions

The shareholders approved the purchase of up to 14,000,000 Azimut Holding SpA ordinary shares, or 9.77% of the current share capital, including in several tranches, (provided that in this maximum overall amount, a maximum of 7,000,000 Azimut Holding SpA ordinary shares equal to 4.89% of the current share capital may be allocated to the funds necessary to implement any stock option plans), considering the shares already in portfolio upon purchase. The purchase price will be a minimum unit price equal to at least the carrying amount of Azimut Holding SpA ordinary shares and a maximum unit price of 40 euro. The shareholders also approved the whitewash mechanism that exempts the shareholders from the obligation of a full public tender offer in case it exceeds the relevant threshold (over 25%) as a consequence of the purchase of treasury shares.

Report on the remuneration policy and on the remuneration paid pursuant to article 123-ter.3-bis and 6 of Legislative decree no. 58/98

The shareholders approved the first and second section of the point of the company policy concerning remuneration of members of the management boards, general managers and key managers, as well as the procedures used to adopt and implement said policy.

Medium- to long-term incentive plan 2025/2027.

The Shareholders approved the medium- to long-term incentive plan by a large majority. The Plan combines monetary and equity incentives, is intended solely for the Company's Chief Executive Officers and covers the 2025-2027 period.

  1. Key risks and uncertainties

    For the purposes of risk monitoring, the Group has identified the key risks as follows: The prevailing market situation, despite signs of monetary easing from the second half of the period, mainly in Europe, was characterised by the introduction of tariffs imposed by the United States government and an uncertain geopolitical environment, particularly in relation to the continuing conflict between Russia and Ukraine, as previously mentioned. These factors led to the general amplification of all the risk factors described below, requiring at the same time the prompt adoption of measures to ensure ongoing risk monitoring by the Group companies, without however generating any specific critical issues, as described earlier.

    The main risks and uncertainties to which Azimut Holding SpA and the Group are exposed are as follows:

    • Strategic risk

    • Sales network risks

    • Operational risk

    • Outsourcing risk

    • Reputational risk

    • Compliance risk

    • Financial risks

    • Liquidity risk

    • Operational risk

    • Technological risk

      For further information on the main risks and uncertainties for the Group, reference should be made to the Management Report accompanying the consolidated financial statements as of 31 December 2024.

      Consolidated interim financial report as of 30 September 2025 16





  1. Related-party disclosures

    Pursuant to Consob Regulation on Related parties (CONSOB regulation no. 21396 of 10 June 2020), the Board of Directors of Azimut Holding SpA approved the procedures that ensure transparency and the substantial and procedural fairness of related party transactions ("Procedure for Related-party Transactions" available on Azimut's website at https://www.azimut-group.com).

    With reference to paragraph 8 of article 5 of the Consob Regulation on periodic disclosure of related-party transactions, the following should be noted with respect to the first nine months of 2025:

    • the Group did not engage in any "significant" transactions;

    • no atypical or unusual transactions were performed;

    • disclosures on other related-party transactions and minor transactions carried out in the first nine months of 2025 as part of ordinary operations are provided in the section "Disclosures on related-party transactions".

      Disclosures on related-party transactions and minor transactions

      Related-party transactions referring to commercial transactions carried out by Azimut Holding SpA and its subsidiaries and associates, as well as those between subsidiaries and/or associates during the first nine months of 2025, are part of the Group's ordinary business and were conducted on an arm's length basis.

      Moreover:

    • for the use of the trademark, the subsidiary Azimut Capital Management SGR SpA pays Azimut Holding SpA contractually established annual royalties totalling 2,000 thousand euro;

    • Azimut Holding SpA, as the Parent Company, and Azimut Capital Management SGR SpA, Azimut Financial Insurance SpA, Azimut Libera Impresa SGR SpA, Azimut Enterprises Srl, Azimut Capital Tech Srl and AZ Venture Tech Srl as subsidiaries, have adopted the tax consolidation regime;

    • a contractually established annual fee (totalling 1,000 thousand euro) is payable for the coordination activities carried out by the company on behalf of the subsidiary Azimut Capital Management SGR SpA;

    • a contractually established annual fee (totalling 300 thousand euro) is payable for the coordination activities carried out by the Company on behalf of the subsidiary Azimut Libera Impresa SGR SpA;

    • Azimut Capital Management SGR SpA and Azimut Financial Insurance SpA have disbursed loans to several financial advisors, identified as related parties, to develop their business. The terms and conditions of these loans are at arm's length. As of 30 September 2025, they amounted to 5,407 thousand euro;

    • moreover, the directors of the Group who also act as managers of mutual funds are exempt from paying fees and commissions on any personal investments made in the funds they manage;

    • an annual fee calculated based on contractually established percentages is payable for the Risk Management, Internal Audit, Compliance and Anti-money Laundering control activities carried out by Azimut Capital Management SGR SpA, in favour of Azimut Holding SpA, Azimut Financial Insurance SpA, Azimut Libera Impresa SGR SpA, Azimut Life Dac (only to the extent of the Anti-money Laundering function) and Azimut Direct SpA;

    • an annual fee calculated based on contractually established percentages is payable for the IT/operation activities carried out by Azimut Capital Management SGR SpA in favour of Azimut Investments Sa.

    • Consulenza Evoluta operations between Azimut Capital Management SGR SpA and Azimut Financial Insurance SpA are governed by a licence agreement signed with Wealthype Spa. The agreement provides for a fixed monthly amount of 15 thousand euro and a variable amount linked to usage.

      Consolidated interim financial report as of 30 September 2025 17





  • a licence agreement was signed with Mamacrowd Srl for the use of software to monitor the investees of Azimut Libera Impresa SGR's Venture Capital funds. The agreement provides for an annual fee of 6 thousand euro.

  • Azimut Direct SpA signed an agreement with Azimut Capital Management SGR SpA, which provides for a variable fee linked to broker agents' operations and characteristics;

  • for IT, ICT and third-party management activities, in implementing the regulations set forth in EU Regulation 2554/2022, outsourcing agreements were signed with Azimut Capital Management SGR for Azimut Financial Insurance SpA and Azimut Libera Impresa SGR SpA, covering the activities provided as of January 2025 and providing for an annual amount calculated in accordance with contractually established percentages.

    With respect to profit-participating financial instruments, in accordance with Shareholders' resolutions, 4 key managers subscribed 190,000 instruments (paying the corresponding amount), including the Chairman Pietro Giuliani (100,000), the Chief Executive Officers Paolo Martini (30,000), Alessandro Zambotti (35,000) and Giorgio Medda (25,000). As per the Shareholders' agreement related to Azimut Holding SpA, 1,054 related parties subscribed a total of 1,134,560 profit-participating financial instruments. As of 30 September 2025, the Parent Company held 175,440 profit-participating instruments.

    During the period, two minor transactions were carried out, subject to the opinion of the Related Parties Committee.

    With respect to the "Partnership between Azimut Capital Management SGR and Up2You Srl SB", the Related Parties Committee expressed a non-binding positive opinion on the substantial reasonableness and fairness of the transaction. In particular, the partnership envisages the collaboration with Up2You Srl S.B. in order to promote the latter's services to the corporate clients of the Azimut Group, including the calculation and management of the carbon footprint and ESG reporting.

    With respect to "Sula Inversiones", AZI First Srl, wholly owned by Azimut Holding, participated in an investment transaction in the Spanish-based Romeo Founders S.L., whose main investors include: L Invest Srl, MJA Holding Srl (whose founding partners are Riccardo Maffiuletti and Jacopo Maffiuletti), Marco Montagnani, LP Investimenti SRL (with Gian Luca Puggioni as the founding partner) and Massimiliano Leali. With respect to Riccardo Maffiuletti and Gianluca Puggioni, financial advisors of Azimut Capital Management SGR SpA and trustees of Timone Fiduciaria as members of the Shareholders' Agreement of Azimut Holding SpA, in compliance with the current applicable regulations and the Procedure for Related-party Transactions adopted by the Parent Company, and most recently approved by Azimut Holding SpA, on 17 June 2021, the Related Parties Committee expressed a non-binding positive opinion on the substantial reasonableness and fairness of the transaction based on the Company's interest.

    For information about capital injections for subsidiaries, reference should be made to the section "Significant events of the period - Capitalisation transactions carried out by Azimut Holding SpA and its subsidiaries".

    Excluded / exempt transactions:

    On 30 April 2025, following the Board of Directors' resolution of 24 April 2025, after renewing the corporate bodies, Azimut Enterprises Srl and Gabriele Blei, the former Chairman of the Company's Board of Directors and Azimut Holding's former Chief Executive Officer, signed a collaboration contract covering the management of certain equity investments to support commercial activities in specific areas. The contract has a 60-month term, expires on 30 April 2030 and includes payment of an annual fee.

    This transaction falls within the following category envisaged by the Procedure for Related-party Transactions: "(a) Agency mandates and commercial agreements for the distribution of financial products and instruments signed with financial advisors/collaborators who are members of the Azimut Holding shareholders' agreement and work for Azimut Group

    Consolidated interim financial report as of 30 September 2025 18





companies"; therefore, under said procedure and considering the sector in which Azimut Enterprises Srl operates, the transaction is deemed an ordinary transaction carried out at standard or market conditions.

As the commercial agreement covers activities which involve financial instruments/equity investments of Azimut Enterprises Srl with a member of the Shareholders' Agreement, the transaction falls within this category and, therefore, is part of the exclusion cases described in article 10 of the Procedure for Related-party Transactions.

Information on key management fees

Directors' and Board of Statutory Auditors' fees amounted to 7,555 thousand euro and 472 thousand euro, respectively, in the first nine months of 2025. They were calculated based on the parameters in force.

  1. Human Resources

    As of 30 September 2025, Group personnel amounted to 912 employees, broken down as follows:

    Position

    30.09.2025

    30.09.2024

    31.12.2024

    Managers

    108

    216

    114

    Middle managers

    265

    304

    188

    Office staff

    539

    1,127

    589

    Total

    912

    1,647

    892

    Consolidated interim financial report as of 30 September 2025 19





  1. Other information Average number of financial advisors

    In the first nine months of 2025, the average number of financial advisors amounted to 1,841.

    Dividends paid

    The unit dividend amounted to 1.75 euro per ordinary share and was paid in cash in May 2025.

    Significant non-recurring events and transactions

    In the first nine months of 2025, the Azimut Group did not carry out non-recurring transactions which have not already been disclosed in this consolidated interim financial report. There were no atypical and/or unusual transactions.

  2. Events after the reporting date Publication of the consolidated interim financial report as of 30 September 2025

    On 6 November 2025, the Board of Directors granted authorisation to publish the consolidated interim financial report as of 30 September 2025.

  3. Business outlook

Given the positive results of the main subsidiaries and the positive trend of inflows in the first few months of the year, the consolidated performance is expected to be positive this year.

The Group's operating and financial performance will also be affected by the performance of the financial markets, whose volatility has grown considerably following the current market situation, particularly with respect to inflation and the tariffs announced by the US government, in addition to the geopolitical crises.

Although the economic outlook remains uncertain in its future prospects, a combined valuation of the Group's historic and current financial position and results of operations, along with its business model, lead the Group to believe that there should be no uncertainty about the Group's ability to continue generating profits.

Consolidated interim financial report as of 30 September 2025 20





‌ Azimut Group consolidated financial statements
  1. Consolidated Balance Sheet as as of 30 September 2025

    Euro/000

    Assets

    30.09.2025

    30.06.2025

    31.12.2024

    Cash and cash equivalents

    461,639

    401,674

    394,804

    Financial assets at fair value through profit or loss

    8,205,896

    7,967,044

    8,239,240

    c) other financial assets mandatorily measured at fair value

    8,205,896

    7,967,044

    8,239,240

    Financial assets at fair value through other comprehensive

    income

    23,972

    23,966

    19,132

    Financial assets at amortised cost

    206,096

    180,870

    310,901

    Equity investments

    161,674

    147,824

    184,733

    Insurance contract assets

    6,081

    6,029

    5,919

    b) reinsurance contract assets

    6,081

    6,029

    5,919

    Property, plant and equipment

    23,776

    25,524

    29,466

    Intangible assets

    684,990

    684,074

    581,060

    of which:

    - goodwill

    618,111

    618,048

    507,998

    Tax assets

    52,472

    22,339

    21,089

    a) current

    37,516

    7,601

    3,106

    b) deferred

    14,956

    14,738

    17,983

    Non-current assets held for sale and discontinued operations

    141,701

    139,389

    -

    Other assets

    383,581

    390,626

    446,908

    TOTAL ASSETS

    10,351,878

    9,989,359

    10,233,252

    Liabilities and Shareholders' Equity

    30.09.2025

    30.06.2025

    31.12.2024

    Financial liabilities at amortised cost

    57,672

    62,923

    44,135

    a) Liabilities

    57,672

    62,923

    44,135

    Insurance liabilities

    1,904,819

    1,820,827

    1,778,608

    Financial liabilities designated at fair value

    6,008,731

    5,866,061

    6,029,802

    Tax liabilities:

    118,164

    127,725

    129,369

    a) current

    57,702

    68,418

    60,099

    b) deferred

    60,462

    59,307

    69,270

    Liabilities related to discontinued operations

    57,471

    57,139

    -

    Other liabilities

    226,404

    205,436

    229,508

    Staff severance pay (TFR)

    4,890

    4,892

    4,831

    Provisions for risks and charges:

    40,374

    39,773

    68,923

    c) other provisions for risks and charges

    40,374

    39,773

    68,923

    Share capital

    32,324

    32,324

    32,324

    Treasury shares (-)

    (18,707)

    (18,973)

    (7,513)

    Equity instruments

    36,000

    36,000

    36,000

    Share premium reserve

    173,987

    173,987

    173,987

    Reserves

    1,372,214

    1,402,886

    1,109,917

    Valuation reserves

    (70,822)

    (79,157)

    2,345

    Profit for the period/year

    386,163

    239,637

    576,165

    Minority interests

    22,194

    17,879

    24,851

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

    10,351,878

    9,989,359

    10,233,252

    Consolidated interim financial report as of 30 September 2025 21





  1. Consolidated income statement for the third quarter of 2025 and the first nine months of 2025

    Euro/000

    Items

    Third

    quarter of 2025

    Third

    quarter of 2024

    01.01.2025

    30.09.2025

    01.01.2024

    30.09.2024

    Fee and commission income Fee and commission expense

    356,609

    (99,925)

    309,247

    (94,152)

    989,539

    (292,436)

    931,838

    (276,542)

    NET FEE AND COMMISSION INCOME

    256,684

    215,095

    697,103

    655,296

    Dividends and similar income

    2,215

    990

    8,493

    4,801

    Interest income and similar income

    2,680

    4,560

    9,009

    14,636

    Interest expense and similar charges

    (4,959)

    (2,505)

    (5,695)

    (7,449)

    Profits (losses) on disposal or repurchase of:

    (54)

    226

    69

    585

    b) financial assets at fair value through other comprehensive income

    (54)

    226

    69

    585

    Net gains (losses) on other financial assets and financial liabilities at fair value through profit or loss

    18,742

    17,734

    45,117

    17,792

    2,955

    15,787

    (712)

    18,446

    8,172

    36,945

    3,678

    14,114

    Insurance service result

    9,053

    8,276

    26,985

    24,026

    Financial income from insurance operations

    741

    (264)

    (520)

    (1,775)

    TOTAL INCOME

    285,102

    244,111

    780,561

    707,911

    Administrative costs:

    (87,297)

    (74,095)

    (246,606)

    (224,876)

    (38,705)

    (31,831)

    (109,516)

    (99,560)

    b) other administrative costs

    (48,592)

    (42,264)

    (137,090)

    (125,316)

    Net accruals to provisions for risks and charges

    Net impairment losses/reversals of impairment losses on

    (2,060)

    (4,849)

    (2,003)

    (7,913)

    property, plant and equipment

    Net impairment losses/reversals of impairment losses on

    (1,958)

    (2,138)

    (6,049)

    (6,520)

    intangible assets

    (3,979)

    (3,576)

    (16,166)

    (10,183)

    Other operating income and costs

    3,786

    252

    5,559

    1,430

    OPERATING EXPENSE

    (91,508)

    (84,406)

    (265,265)

    (248,062)

    Profits (losses) on equity investments

    4,303

    754

    11,240

    149,495

    PRE-TAX PROFIT (LOSS) FROM CONTINUING OPERATIONS

    197,897

    160,459

    526,536

    609,344

    Income tax on profit from continuing operations

    (39,583)

    (37,831)

    (116,684)

    (152,417)

    NET PROFIT (LOSS) FROM CONTINUING OPERATIONS

    158,314

    122,628

    409,852

    456,927

    Gains (losses) on discontinued operations, net of taxes

    (781)

    4,491

    PROFIT FOR THE PERIOD/YEAR

    158,314

    121,847

    409,852

    461,418

    Profit for the period attributable to minority interests

    Parent Company profit for the period/year

    11,788

    146,526

    6,671

    115,176

    23,689

    386,163

    23,763

    437,655

    Basic earnings per share - Euro Diluted earnings per share - Euro

    1.03

    1.03

    0.81

    0.81

    2.72

    2.72

    3.12

    3.12

    1. assets and liabilities designated at fair value

    2. other financial assets mandatorily measured at fair value

    1. personnel costs

    The prior period corresponding figures were reclassified in order to comply with IFRS 5. Indeed, since December 2024, the Group no longer controls the Australian companies headed by AZ Next Generation Advisory Limited.

    Consolidated interim financial report as of 30 September 2025 22





  1. Consolidated statement of comprehensive income for the third quarter of 2025 and the first nine months of 2025

    Euro/000

    Items

    Third quarter of 2025

    Third quarter of 2024

    01.01.2025-

    30.09.2025

    01.01.2024-

    30.09.2024

    Profit for the period/year

    158,314

    121,847

    409,852

    461,418

    Other comprehensive income, net of taxes, not

    transferred to profit or loss

    123

    759

    142

    777

    Equity instruments at fair value through other

    comprehensive income

    123

    759

    269

    830

    Defined benefit plans

    -

    -

    (117)

    (54)

    Non-current assets held for sale

    Other comprehensive income, net of taxes,

    -

    -

    (10)

    -

    transferred to profit or loss

    8,212

    (19,047)

    (73,309)

    (17,202)

    Exchange rate differences

    8,212

    (19,047)

    (73,309)

    (17,202)

    Total other comprehensive income (expense), net of

    taxes

    8,335

    (18,287)

    (73,167)

    (16,426)

    Comprehensive income

    166,649

    103,560

    336,685

    444,992

    Consolidated comprehensive income attributable to minority interests

    11,788

    6,671

    23,689

    23,763

    Consolidated comprehensive income attributable to

    the parent company

    154,861

    96,889

    312,996

    421,229

    Consolidated interim financial report as of 30 September 2025 23





  1. Statement of changes in consolidated shareholders' equity as of 30 September 2025

    Euro/000

    Items

    Balance as of 31.12.24

    Changes in opening balance

    Balance at 01.01.25

    Allocation of prior year profit (loss)

    Changes during the period

    Consolidated comprehensive income for the first nine months of 2025

    Group shareholders' equity as of 30.09.25

    Shareholders' equity attributable to minority interests as of 30.09.25

    Changes in reserves

    Shareholders' equity transactions

    Reserves

    Dividends and other distributions

    Issue of new shares

    Treasury share purchases

    Extraordinary dividend distribution

    Changes in equity instruments

    Other changes

    Share capital

    Share premium reserve Other reserves:

    Valuation reserves

    Equity instruments Treasury shares

    Profit for the year/period

    32,324

    173,987

    1,218,832

    (108,915)

    2,345

    36,000

    (7,513)

    576,165

    32,324

    173,987

    1,218,832

    (108,915)

    2,345

    36,000

    (7,513)

    576,165

    245,004

    245,004

    (331,161)

    (31,336)

    17,293

    20,142

    (73,167)

    386,163

    32,324

    173,987

    1,481,129

    (108,915)

    (70,822)

    36,000

    (18,707)

    386,163

    8,993

    (8,788)

    (1,700)

    23,689

    Group shareholders' equity

    1,923,225

    1,923,225

    (331,161)

    (31,336)

    37,435

    312,996

    1,911,159

    Shareholders' equity attributable to minority interests

    24,851

    24,851

    (26,346)

    23,689

    22,194

    1. income-related

    2. other

    Consolidated interim financial report as of 30 September 2025 24





  1. Statement of changes in consolidated shareholders' equity as of 30 September 2024

    Euro/000

    Items

    Balance as of 31.12.23

    Changes in opening balance

    Balance at 01.01.24

    Allocation of prior year profit (loss)

    Changes during the period

    Consolidated comprehensive income for the first nine months of 2024

    Group shareholders' equity as of 30.09.24

    Shareholders' equity attributable to minority interests as of 30.09.24

    Changes in reserves

    Shareholders' equity transactions

    Reserves

    Dividends and other distributions

    Issue of new shares

    Treasury share purchases

    Extraordinary dividend distribution

    Changes in equity instruments

    Other changes

    Share capital

    32,324

    32,324

    32,324

    184,971

    Share premium reserve Other reserves:

    173,987

    173,987

    173,987

    a) income-related

    1,047,610

    1,047,610

    245,061

    (19,984)

    (51,568)

    1,221,119

    (149,171)

    b) other

    (108,915)

    (108,915)

    (108,915)

    Valuation reserves

    (9,940)

    (9,940)

    (16,426)

    (26,366)

    (5,084)

    Equity instruments

    36,000

    36,000

    36,000

    Treasury shares

    (55,069)

    (55,069)

    19,984

    27,572

    (7,513)

    Profit for the period/year

    434,567

    434,567

    (245,061)

    (189,506)

    437,655

    437,655

    23,763

    Group shareholders' equity

    1,550,564

    1,550,564

    (189,506)

    (23,996)

    421,229

    1,758,291

    Shareholders' equity attributable to minority interests

    58,739

    58,739



    (28,023)

    23,763

    54,479

    Consolidated interim financial report as of 30 September 2025 25





  1. Consolidated cash flow statement for the third quarter of 2025 and for the nine months ended 30 September 2025

Third

quarter of 2025

Third

quarter of 2024

01.01.2025

30.09.2025

01.01.2024

30.09.2024

A. OPERATING ACTIVITIES

1. Operations

194,105

19,701

527,064

475,856

- profit for the period (+/-)

146,526

115,176

386,163

437,655

- net impairment losses on property, plant and equipment

and intangible assets (+/-)

5,937

9,020

22,215

26,322

- net accruals to provisions for risks and charges and other

expenses/income (+/-)

2,060

5,035

2,003

7,913

  • taxes and tax credits still to be paid (+)

  • other changes (+/-)

39,582

0

(107,498)

(2,032)

116,683

10,060

(6,094)

2. Cash generated from or used by financial assets

(227,601)

(248,300)

(30,901)

(552,028)

- financial assets measured at fair value

(225,695)

(261,356)

(27,368)

(592,376)

- Insurance contract assets

(52)

(60)

(162)

(223)

  • other assets mandatorily measured at fair value

  • financial assets at fair value through other comprehensive

12,493

9,714

14,032

54,176

income

1,672

(216)

405

317

- financial assets at amortised cost

9,916

12,691

94,706

11,213

- other assets

(25,935)

(9,073)

(112,514)

(25,135)

3. Cash generated from or used by financial liabilities

192,642

274,663

17,420

543,720

- financial liabilities at amortised cost

(5,251)

5,293

13,537

11,972

- financial liabilities measured at fair value

142,670

192,601

(21,071)

383,573

- insurance liabilities

83,992

72,808

126,211

219,972

- other liabilities

(28,769)

3,961

(101,257)

(71,797)

Total net cash generated from/(used by) operating activities

159,146

46,064

513,583

467,548

B. INVESTMENT ACTIVITIES

1. Cash generated from

590

84,397

- disposal of equity investments

79,596

- dividends from equity investments

590

4,801

2. Cash used by

(18,955)

(8,045)

(97,396)

(42,120)

- purchase of equity investments

(13,850)

2,498

(26,855)

(7,596)

- purchase of property, plant and equipment

(210)

(1,592)

(359)

(6,283)

- purchase of intangible assets

(4,832)

(4,383)

(9,984)

(16,408)

- purchase of subsidiaries and business units

(63)

(4,568)

(60,198)

(11,833)

Total net cash generated from/(used by) investment activities

(18,955)

(7,455)

(97,396)

42,277

C. FINANCING ACTIVITIES

- issue/purchase of treasury shares

(31,336)

- dividends and other distributions

(331,161)

(189,506)

- change in other reserves

(22,071)

(14,941)

(35,732)

(40,422)

- sale/purchase of non-controlling interests

4,315

3,045

(2,657)

(4,260)

Total net cash generated from/(used by) financing activities

(17,756)

(11,896)

(400,886)

(234,188)

NET CASH GENERATED/(USED) DURING THE PERIOD

122,435

26,713

15,301

275,637

RECONCILIATION

Third

quarter of 2025

Third

quarter of 2024

01.01.2025

30.09.2025

01.01.2024

30.09.2024

Opening cash and cash equivalents

642,526

1,138,340

749,660

889,416

Total net cash generated/(used) during the period

122,435

26,713

15,301

275,637

Closing cash and cash equivalents

764,961

1,165,053

764,961

1,165,053

Consolidated interim financial report as of 30 September 2025 26





‌ Basis of preparation
  1. Accounting policies and preparation criteria

    Pursuant to article 154-ter of Legislative decree no. 58 of 24 February 1998 and subsequent amendments, the consolidated interim financial report of the Azimut Group as of 30 September 2025 has been prepared applying the IAS/IFRS (International Accounting Standards/International Financial Reporting Standards) promulgated by the International Accounting Standards Board (IASB) and the related interpretations of the IFRS Interpretations Committee (formerly IFRIC) and the Standing Interpretations Committee (SIC) endorsed by the European Commission until the date of this report, as required by Regulation (EC) no. 1606 of 19 July 2002, implemented in Italy by Legislative decree no. 38 of 28 February 2005.

    The consolidated interim financial report comprises the balance sheet, the statement of comprehensive income, the statement of changes in shareholders' equity, the cash flow statement, the basis of preparation, and is accompanied by information on the performance of consolidated companies and the statement required by article 154-bis, paragraph 2, of the Consolidated Law on Finance.

    The consolidated interim financial report has been drawn up using the euro as the reporting currency. Specifically, in line with the instructions issued by the Bank of Italy, consolidated interim financial statements figures are presented in thousands of euros, unless otherwise specified. Figures were rounded considering the above instructions issued by the Bank of Italy. The consolidated interim financial report has been published within 45 days of the end of the first quarter of the year and has not been audited by the independent auditors.

  2. Accounting policies

    The IAS/IFRS applied to prepare the Azimut Group's consolidated financial statements, governing the classification, recognition, measurement and derecognition criteria of asset and liability items and the recognition of income and expense are those in force at the date of this consolidated interim financial report, as endorsed by the European Union.

    For information on the classification, recognition, measurement and derecognition criteria of the main items, reference should be made to that set out in Part A.2. of the Notes to the Azimut Group's consolidated financial statements as of 31 December 2024.

    Disclosure pursuant to IFRS 5 about the discontinued operations of an entire geographical segment in Australia that took place last year.

    On 16 December 2024, the Group completed the sale of the shares of the Australian-based AZ Next Generation Advisory. AZ Next Generation Advisory was merged into the newco AZ Aust Holdings PTY Ltd and, as a result of the transaction, the percentage of investment decreased from 56% to 25.77%, thereby entailing the loss of control.

    Consequently, from 31 December 2024 the Group changed the consolidation method in accordance with IFRS 10 "Consolidated financial statements" and AZ Next Generation Advisory has been consolidated using the equity method pursuant to IAS 28. As per the relevant arrangements, the company meets the definition of joint venture. Indeed, the parties have rights only to the net assets of the arrangement and are liable only to the extent of their investments, without holding interests in the assets or being directly liable for AZ Next Generation Advisory's obligations. Based on the above, in accordance with IFRS 5, the comparative income statement figures for the period ended 30 September 2024 show the reclassified components. Specifically, pursuant to IFRS 5.33, a single amount is recognised in the income statement comprising the post-tax profit or loss of discontinued operations.

    Consolidated interim financial report as of 30 September 2025 27





    1. Standards, amendments and interpretations endorsed by the EU which became effective on 1 January 2025

      Amendments IASB publication date Date of coming into force

      The effects of changes in foreign exchange rates:

      lack of exchangeability [Amendments to IAS 21]

      August 2023 1 January 2025

    2. Standards, amendments and interpretations endorsed by the European Union but not yet applicable/not early adopted

      Amendments IASB publication date Date of coming into force

      Amendments to IFRS 7 and IFRS 9 concerning:

      • the introduction of the option to derecognise a financial liability settled through electronic transfer;

      • the assessment of the contractual terms of the cash flows of a financial asset with environmental, social and corporate governance (ESG) and similar features;

      • the accounting treatment of assets with non-recourse features and contractually linked instruments

      • additional disclosure about financial assets and liabilities with contractual terms that refer to a contingent event (including those linked to ESG factors) and investments in equity instruments designated at fair value through other comprehensive income

        Amendments to IFRS 7 and IFRS 9 concerning: Contracts referencing nature-dependent electricity

        Narrow scope amendments as part of the periodic maintenance of IFRS accounting standards4

      • The amendments include clarifications, simplifications, corrections or changes to improve consistency in: IFRS 1 First-time adoption of International Financial Reporting Standards, IFRS 7 Financial instruments: disclosures and its accompanying guidance on implementing IFRS 7; IFRS 9 Financial instruments; IFRS 10 Consolidated financial statements; and IAS 7 Statement of cash flows

        May 2024 1 January 2026

        December 2024 1 January 2026

        July 2024 1 January 2026

        ‌4 The implementing regulation was published on 10 July 2025 (Regulation 2025/1331).

        Consolidated interim financial report as of 30 September 2025

        28





    3. Standards, amendments and interpretations not yet endorsed by the European Union

      Amendments

      IASB publication date

      Date of coming into force

      IFRS 18 - Presentation and disclosure in financial statements

      April 2024

      1 January 2027

      IFRS 19 - Subsidiaries without public accountability

      May 2024

      1 January 2027

      Amendments to IFRS 19 - Subsidiaries without public accountability: disclosures

      August 2025

      1 January 2027

      The Group will adopt the above new standards based on the expected application date and will assess the potential impact once they have been endorsed by the European Union.

  1. Consolidation scope

    This consolidated interim financial report includes the balance sheet and income statement figures of Azimut Holding SpA and its direct and indirect subsidiaries.

    1. Subsidiaries

      The Azimut Group consolidation scope has been established in accordance with IFRS 10. Specifically, subsidiaries are those companies in respect of which the Azimut Group is exposed, or has rights, to variable returns from its involvement with the investees and has the ability to affect those returns through its power over the investees. Control exists only when the following elements simultaneously exist: (i) the power to direct the relevant activities; (ii) exposure, or rights, to variable returns from involvement with the investee; (iii) the ability to use its power over the investee to affect the amount of its returns.

    2. Associates and joint ventures

      Associates are those companies subject to significant influence, i.e. companies in which the Azimut Group, either directly or indirectly, holds at least 20% of the voting rights (including "potential" voting rights) or in which - despite holding a smaller percentage of voting rights -has the power to participate in the financial and operating policy decisions, such as the participation in shareholders' agreements, due to specific legal relationships.

      A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

      Associates and joint ventures are consolidated using the equity method whereby on initial recognition the investment is recognised at cost, and the carrying amount is increased or decreased based on the investee's share of equity, using the most recently approved financial statements of the companies. The difference between the carrying amount of the equity investment and the investee's share of equity is included in the carrying amount of the investee.

      Consolidated interim financial report as of 30 September 2025

      29





    3. Changes to the consolidation scope

      Compared to 31 December 2024, the following companies joined the consolidation scope:

      • Synodia SpA Benefit with registered office in Italy, acquired and held (60%) by Mamacrowd Srl; and

      • Kennedy Capital Management LLC, based in the United States, with a further 16% acquired by Azimut US Holdings Inc. (as of 30 September 2025, the investment percentage was 51%);

      • High Post Capital LLC, based in the United States, with a further 43% acquired by Azimut Alternative Capital Partners LLC (as of 30 September 2025, the investment percentage was 57.71%).

      • Az Quest Consultoria Ltda, based in Brazil, was set up in July 2025 and is owned by AZ Quest Holdings SA (as of 30 September 2025, the investment percentage was 99.95%).

Consolidated interim financial report as of 30 September 2025 30



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Azimut Holding S.p.A. published this content on November 17, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on November 17, 2025 at 15:53 UTC.