Ascopiave

Investor Presentation • Jun 18, 2024

A s c o p i a v e G r o u p

Mediobanca 10th ITALIAN CEO Conference

th ITALIAN CEO Conference – 19th June 2024

19th June 2024

Business overview ………………………………………………………………………………………………………………………….….	Pag. 3
Dividend policy and Group strategic guidelines ……………………………………………………………….	Pag. 11
Ascopiave gas distribution business …………………………………………………………………………………………	Pag. 14
Estenergy ………………………………………………………………………………………………………………………………………….….….	Pag. 18
Cogeide ………………………………………………………………………………………………………………………………………………………	Pag. 22
Renewable energies ………………………………………………………………………………………….………………………………	Pag. 24
Sustainability goals ………………………………………….…………………………………………………………………………………	Pag. 26
Strategy …………………………………………………………………………………………………………………………………………………….	Pag. 30
Annex: gas distribution: sector overview ……………………………………………………………………………	Pag. 50
Annex: the energy transition ……………………………………………………………………………….…………………….	Pag. 59
Annexes: Ascopiave financial data …………….…………………………………………………………………………….	Pag. 65
Disclaimer ……………………………………………………………………………………………………………………………….……………….	Pag. 100

Business overview

→	Group business activities ……………………………………………….……………………………………………………….….	Pag. 4
→	Ascopiave shareholders ……………………………………………….………………………………………………………….….	Pag. 6
→	Group structure as of 31st March 2024 ………………….………….………………….….…………….…………	Pag. 7
→	Main financial data ……………………………………………….………………………………………………………….……….….	Pag. 8
→	Financial debt ……………………………………………….………………………………………………………………………….….….	Pag. 10

Ascopiave is a leading operator in the Italian natural gas distribution sector. The Group also holds valuable assets in other business activities: renewable energy production, power and energy retail, energy services and water management services.

CORE BUSINESSES

Gas distribution

Operation, maintenance and development of local pipelines, connecting the transport national pipelines to the end consumers.

Activity carried out by the companies on the basis of concessions awarded by municipalities. Regulation provided both by the local municipalities and by the Italian Regulatory Authority for Energy, Networks and Environment (ARERA).

The subsidiaries Asco Renewables and Asco EG operate in the renewable energy field, through 29 hydroelectric and wind power stations (84.1 MW).

OTHER BUSINESS ACTIVITIES

Gas and power retail

Supply of gas and power to the end customers (free market).

Activity carried out by associated companies (minority stakes): Estenergy (25%) / Hera Comm (3%).

Energy services

District heating and energy efficiency services.

Activity carried out by the controlled company Asco Renewables.

The subsidiary Cart Acqua is shareholders and technological partner of Cogeide, company active in the integrated urban water management services.

Ascopiave is listed on the STAR segment of Borsa Italiana's equity market. The company complies with strict requirements concerning transparency, disclosure, liquidity and corporate governance, in line with international standards.

Increased voting right in general shareholders meeting pursuant to Art. 127-quinquies, paragraph 1, of the TUF (i.e. the main italian law governing the financial sector): two votes for each share held for a 24-month uninterrupted period.

(*) Internal processing based on information received from Ascopiave S.p.A. pursuant to art. 120 of the Consolidated Financial Law.

Ascopiave Group – Mediobanca 10 6 th ITALIAN CEO Conference – 19th June 2024

Group structure as of 31st March 2024

CONSOLIDATED BALANCE SHEET ACCORDING TO IFRS (*)

BALANCE SHEET	31/12/2023	31/12/2022
Tangible assets	156 475 ,	138 432 ,
Intangible assets	766 353 ,	759 743 ,
in associates Investments	308 331 ,	436 287 ,
Other fixed assets	42 780 ,	43 877 ,
Net working capital	(30 432) ,	(95 866) ,
invested capital Net held for sale assets	138	15 790 ,
TOTAL CAPITAL EMPLOYED	1 243 645 , ,	1 298 262 , ,
Shareholders equity	854 282 ,	886 405 ,
financial Net position	389 363 ,	411 857 ,
Financial leverage	0 46	0 46

INTANGIBLE ASSETS	31/12/2023
Goodwill	61 727 ,
under Assets concession	689 007 ,
Other intangible assets	15 620 ,
Intangible assets	766 353 ,

INVESTMENTS IN ASSOCIATES	31/12/2023
Estenergy	202 838 ,
Hera Comm	53 331 ,
Other participations (**)	52 162 ,
in associates Investments	308 331 ,

Capital mainly invested in the gas distribution business, in the renewable energy business and in associates active in the power and gas retail business

Solid financial structure

(*) Thousands of Euros; (**) Other participations: Acantho (Euro 22.3 mln), Acinque (Euro 21.6 mln) and Cogeide (Euro 8.2 mln).

Ascopiave Group – Mediobanca 10 8 th ITALIAN CEO Conference – 19th June 2024

CONSOLIDATED INCOME STATEMENT ACCORDING TO IFRS (*)

INCOME STATEMENT	2023	2022
Revenues	180,794	163,651
EBITDA	94,526	77,930
EBITDA margin (%)	52.3%	47.6%
EBIT	45,990	31,911
EBIT margin (%)	25.4%	19.5%
Net financial income	(4,365)	6,061
Income taxes	(5,005)	(6,999)
Net income from discontinued operations	56	1,466
Net income	36,677	32,440

FINANCIAL INCOME NET	2023
and Cogeide Estenergy Group	3 566 ,
Dividends	4 228 ,
financial charges Net	(12 159) ,
financial Net income	(4 365) ,

Operating results referred mainly to the regulated gas distribution business and renewable energy business

(*) Thousands of Euros.

Financial debt

(*)	2023	2022	Chg	Chg %
financial borrowings Long term	204 064 ,	178 538 ,	25 526 ,	14 3%
Current position of long financial borrowings term	80 642 ,	119 280 ,	(38 638) ,	-32 4%
Long bond loans term	86 347 ,	94 033 ,	(7 686) ,	-8 2%
Current position of bond loans	7 708 ,	-	7 708 ,	n.a.
Short financial borrowings term	7 917 ,	(12 912) ,	20 829 ,	-161 3%
Total financial debt	386 678 ,	378 939 ,	7 739 ,	2 0%
Fixed borrowings rate	221 994 ,	290 164 ,	(68 170) ,	-23 5%
Floating borrowings rate	164 684 ,	88 775 ,	75 909 ,	85 5%

Short term credit lines available (31.12.2023): Euro 150 mln

FY 2023 average cost of debt: 2.57% (vs FY 2022 rate: 1.13%)

(*) Thousands of Euros.

Ascopiave Group – Mediobanca 10 10 th ITALIAN CEO Conference – 19th June 2024

Dividend policy and Group strategic guidelines

→		Dividend policy ……………………………………………….…………………………………………………………………………….….	Pag. 12
---	--	---------------------------------------------------------------------	---------	--

Dividend policy (1)

Dividend payment sustainable with high return to shareholders

Sustainability of the dividend policy:

• stable cash flow
• stable business profitability
• well-balanced financial structure

Dividend yield at the top of the listed italian utility companies

DIVIDEND	2022	2021	2020	2019	2018	2017	2016	2015	2014
Dividend (Thousand of Euro)	28 172 ,	35 757 ,	34 663 ,	442 47 ,	163 75 ,	40 016 ,	40 016 ,	33 347 ,	33 332 ,
Group Net Income (Thousand of Euro)	32 665 ,	45 326 ,	58 701 ,	493 216 ,	44 625 ,	47 135 ,	53 635 ,	43 014 ,	35 583 ,
Payout ratio	86%	79%	59%	10%	168%	85%	75%	78%	94%
Dividend per share (Euro)	0 1300	0 1650	0 1600	0 2133	0 3383	0 1800	0 1800	0 1500	0 1500

DIVIDEND	2013	2012	2011	2010	2009	2008	2007	2006
Dividend (Thousand of Euro)	26 666 ,	24 484 ,	0	22 557 ,	20 349 ,	19 442 ,	19 890 ,	19 833 ,
Group Net Income (Thousand of Euro)	38 678 ,	27 865 ,	6 266 ,	31 174 ,	25 288 ,	18 452 ,	21 764 ,	16 381 ,
Payout ratio	69%	88%	0%	72%	80%	105%	91%	121%
Dividend per share (Euro)	0 1200	0 1100	0 0000	0 1000	0 0900	0 0850	0 0850	0 0850

TOTAL DIVIDENDS DISTRIBUTED FROM STOCK EXCHANGE LISTING TO DATE Euro 521.1 mln

2024-2027 expected dividend distribution

2024-2027 PROSPECTS

An attractive and sustainable dividend distribution is expected for the 2024-2027 period.

Dividend growing from 14.0 Eurocents per share in 2023 to 18.0 Eurocents per share in 2027 (+29%)

(*) Dividend approved by the Ascopiave shareholders' meeting on 18 April 2024;

(**) Dividend to be approved and distributed during 2028 with reference to the year 2027.

Ascopiave gas distribution business

→	Market positioning ……………………………………………….………………………………………………………………………….	Pag. 15
→	Stability of the economic results and low risk profile ……………………………………………….	Pag. 17

The gas distribution is carried out by subsidiary companies controlled by Ascopiave

Ascopiave Gas Distribution Business 2023 key figures
No. of managed concessions	304
Length of the gas distribution network (km)	14,730
No. of Users (PDR)	874,376
Volume of gas distributed (scm/mln)	1,432
RAB (Euro/000)	780,141

Ascopiave Group current distribution activities

The operated networks are located in Northern Italy (73% of the gas end users in Veneto, 17% in Lombardy, 5% in Friuli Venezia Giulia and 5% in other regions)

Ascopiave Group has been among the protagonist of the consolidation of the sector Since 2000 Ascopiave has completed 13 company acquisitions

Currently 5 th largest national operator in the sector and regional leader in Veneto

			5	Currently
%	(*) Network	%	(*) Users	Group
26 3%	70 636 ,	31 4%	561 197 7 , ,	Italgas
25 9%	69 555 ,	18 6%	484 898 4 , ,	2i Rete Gas
4 6%	12 441 ,	7 3%	1 766 973 , ,	A2A
6 6%	17 749 ,	5 9%	1 430 483 , ,	Hera
5 5%	14 614 ,	3 7%	889 739 ,	Ascopiave
3 1%	8 278 ,	3 0%	727 503 ,	Iren
2 3%	6 064 ,	1 7%	404 016 ,	Estra
4% 1	3 826 ,	2% 1	278 214 ,	Erogasmet
24 2%	64 972 ,	27 1%	6 527 977 , ,	Others
100 0%	268 135 ,	100 0%	24 071 000 , ,	Total

(*) 2022 data.

Gas distribution is a regulated business, characterised by a stable profitabilty and low risk profile

Economic results and investments 2015-2023

YEAR	EBITDA (Euro/mln)	EBITDA/user (Euro)	Investments (Euro/mln)
2023	75.9	87	61.6
2022	64.9	75	58.0
2021	70.2	90	50.3
2020	69.8	90	41.9
2019	48.3	82	31.4
2018	48.6	99	27.8
2017	47.8	102	22.5
2016	35.0	88	19.7
2015	35.8	90	20.7

• Constancy of economic results (EBITDA/end user) and cash flows guaranteed by the stability of regulation
• Increase in EBITDA supported by the growth in the customer base served over the years
• Ascopiave achieves excellent profitability on operational management

Recovery of the capital invested at the expiry of concessions (compensation to be cashed from the newcoming operators in case of exit)

Estenergy

→	The strategic repositioning of Ascopiave finalized on December 2019 ……………….	Pag. 19
	→ Key figures related to Estenergy Group ……………………………………………….………………………………	Pag. 20
	→ Put option of Ascopiave on Estenergy shares ……………………………………………….……………………	Pag. 21

On 19th December 2019 Ascopiave and Hera finalized a complex operation

• The two parties established a partnership in the energy sales business through the company Estenergy. Estenergy acquired:
  • ✓ the shareholdings held by the Ascopiave Group in the companies active in the natural gas and electricity sale business (except for Amgas Blu)
  • ✓ the sales activities operated by the Hera Group in Triveneto
• the purchase by Ascopiave from the Hera Group of a series of gas distribution concessions covering 188.000 users in Veneto and Friuli Venezia Giulia.

Primary strategic goals matched by Ascopiave:

• reinforcing the gas distribution core business, consolidating the leadership position in the Veneto Region
• giving greater value to the sales activities, through the partnership with a valid player in the market

2023 key figures related to the sales business run by Estenergy Group:

Gas sales	2023	Electricity sales 2023
Volume of gas sold (scm/mln)	736	Volume of electricity sold (GWh) 1,835
Number of customers	645,824	Number of customers 382,399
Income statement (*)	2023
Revenues	1,123.3
EBITDA	69.4
EBIT	24.6	75% 25%
Net income	11.6
Net income consolidated by Ascopiave	3.7	Estenergy is consolidated by the Ascopiave
	(pro-rata)	Group with the net equity method. Consolidated results reported in Ascopiave financial statements takes into account the

pro-rata of the capital share held in the company and pertaining consolidation rules.

(*) Million of Euros; data are considered at 100%.

Ascopiave Group – Mediobanca 10 20 th ITALIAN CEO Conference – 19th June 2024

Put Option of Ascopiave on Estenergy shares

Put option of Ascopiave exercisable:

• in all or in part, by the latter on its entire stake in Estenergy, within 7 years from the closing of the transaction
• at a price (strike price) that will be the highest of:
  • 1. Fair Market Value, calculated on the basis of an evaluation method agreed between the parties
  • 1. Purchase price at the entry, plus an annual return equal to 4%, minus all the distributed dividends from the closing date until the date of the exercise
  • 1. Purchase price at entry

If exercised, the put option guarantees a minimum rate of return on the initial investment of Ascopiave in Estenergy (Euro 395.9 mln)(*)(**) equal to 4%

In December 2022, Ascopiave partially exercised its put on its stake in Estenergy, transferring an 8% share of the company's capital to the Hera Group, collecting Euro 79.2 mln

In November 2023, Ascopiave partially exercised its put on its stake in Estenergy, transferring a 15% share of the company's capital to the Hera Group, collecting Euro 137.5 mln

^(*) Investment of Ascopiave in Estenergy for the initial 48% stake held in the company; (**) In 2020 Ascopiave subscribed an EstEnergy capital increase for 32.5m€ to service the tax relief of the higher value of the equity investments it acquired compared to the net book value. The benefits for Ascopiave will be represented by higher dividends in the years 2023- 2032. If the put option is exercised, the benefits not yet obtained will be recognized as a supplement to the price.

Cogeide

December 2020 - Entry into the water management service through the acquisition of Cart Acqua, investor and technological partner of Cogeide, manager of the integrated water service in 15 municipalities in the Province of Bergamo

Ascopiave Group – Mediobanca 10 23 th ITALIAN CEO Conference – 19th June 2024

Renewable energies

→	Renewable	energies ……………………………………………….………………………………………….……………………………	Pag. 25
---	-----------	----------------------------------------------------------	---------	--

• December 2021 Entry into the field of renewable energy production through the acquisition from EVA Group of 6 hydroelectric plants located in Lombardy and Piedmont.
• January 2022 Acquisition of the 79.74% stake in Eusebio Energia S.r.l. (now Asco EG S.p.A.), owner of a portfolio of 21 hydroelectric plants in Lombardy and Veneto and 1 wind farm in Campania.
• January 2022 Establishment of a partnership with the Renco Group to develop new power generation plants from renewable sources through the acquisition of the 60% stake in Salinella Eolico S.r.l.. At the end of 2023, Ascopiave acquired the entire capital of the company.

January 2024 - Entry in operation of the wind farm in Calabria built by Salinella Eolico S.r.l with a nominal capacity of 21.6 MW.

Renewable energies key figures	2023
Number of plants in operation	28
Installed capacity (MW) (*)	62.5
Energy produced (GWh) of which about 22 GWh incentivized	151
The historical average of production is around which approx. 37 incentivized	168 GWh of
EBITDA (Euro/mln)	11.2

(*) Excluding the wind plant located in Calabria (21.6 MW), come into operation in January 2024.

Sustainability goals

→	Sustainability of Ascopiave ……………………………………………….…………….………………………………………….	Pag. 27
→	Environmental sustainability ………………………………………………………………………………………………….….	Pag. 28
→	Social sustainability ……………………………………………….…………………………………………………………….…….….	Pag. 29

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Ascopiave Group initiatives aim to combine sustainability and industrial growth, focusing on the optimisation of ESG objectives with a view to creating value for all stakeholders

Environmental

The Ascopiave Group's commitment to fighting climate change is translated into concrete actions aimed at reducing CO2 emissions, producing clean energy and saving energy. Further attention is paid to initiatives to reduce the consumption of plastics at company sites.

Social

Ascopiave supports the improvement of social quality standards through initiatives and policies that promote social values in compliance with the principles of non-discrimination and equal opportunities within its organisation and in favour of local communities, for example through training and inclusion programmes aimed at employees.

Governance

Ascopiave, as a listed company, is aligned with industry best practices in the composition of its Board of Directors and Board of Statutory Auditors, complying, for example, with regulations on gender equality. Documents such as the Articles of Association, Code of Ethics, Remuneration Policy, and Management and Coordination Guidelines provide for sustainable success as a key principle.

Ascopiave Group has always placed great emphasis and commitment on environmental issues, with the aim of minimizing the impact of its activities

Energy from renewable sources: Ascopiave has entered the renewable generation business, investing in hydroelectric (27 plants for an installed capacity of 48.5 MW) and wind power (2 plants for an installed capacity of 35.6 MW). At the company headquarters there is a 380 kW photovoltaic plant and a geothermal plant that guarantee a significant reduction in pollution and consumption.

CO² emission reduction: we have long been implementing the best technologies for constant consumption monitoring and implementing sustainable behaviors.

TEE management: through its subsidiary Asco Renewables (ESCo certified), Ascopiave manages the procurement of the Group's energy efficiency certificates in the most effective way.

Canteen Service: canteen service availability with focus on providing sustainable menus with the goal of reducing water use related to food production and consumption and CO2 emissions. Ascopiave contributes to reducing food waste and spreading the culture of food value, proper nutrition, favoring supply chains with low environmental impact, supporting health and environment.

Extent of corporate green space: the main office has multiple green spaces totaling about 28,000 square meters equipped with an intelligent irrigation system that is not fed by the water service network. The green space/employee ratio is 150 sq. m.

Ascopiave Group promotes the involvement of its stakeholders in a context of mutual trust and collaboration to achieve its economic and social sustainability objectives

Supply chain: the Group gives preference to suppliers who hold certifications in environmental, quality and health & safety areas, and who operate in line with the Group's sustainability choices. The prevailing presence of local suppliers contributes to maintaining the level of employment in the territory.

Sustainability Report: during 2023, the Company continued the approach of communicating its social and environmental performance through the Non-Financial Statement, in addition to the Sustainability Report responding to the strategic goal of developing and nurturing relationships with the Stakeholder community over time.

Training: the Group promotes the professional growth of its employees. In order to increase employees' skills, continuous training and development activities are carried out. In 2023, the average training hours per employee amounted to 28.7.

Inclusiveness: the Group promotes the principles of inclusion, non-discrimination and equal opportunities, both in personnel selection and career development, as set out in the Code of Ethics and the personnel selection policy.

Work/life balance: the Group pays particular attention to the work/life balance of its workers: in particular, through a 2nd level contractual agreement, the company provides for flexibility when entering and leaving the working day.

Parenthood: for workers, the Group allows them to obtain part time and/or a more conciliatory work schedule until their child reaches the age of 14.

Strategy

→	Strategy ………………………………………………………………………………………………………………………………………….………	Pag. 31
→	Ascopiave's growth strategy in the gas distribution market ………………………………………	Pag. 33
→	Efficiency and innovation initiatives ……………………………………………………………………………………	Pag. 35
→	Gas distribution investment plan …………………………………………….……………………………………………	Pag. 37
→	Renewable energy …………………………………………….……………………………………………………………………………	Pag. 39
→	Diversification ……………………………………………….……………………………………………………………………………………	Pag. 41
→	Sustainability commitments ………………………………………………………………………….……………………………	Pag. 43
→	Economic and financial goals …………………………………………………………………………………………….………	Pag. 44
→	2024-2027 Group planned investments (Scenario A) ……………………………………………………	Pag. 45
→	2024-2027 Group planned investments (Scenario B) ……………………………………………………	Pag. 46
→	Financial projections to 2027 …………………………………………………………………………………………….………	Pag. 47

Strategy (1)

Ascopiave Group's strategy is based on sustainable growth, developing resources and skills in order to seize the opportunities generated by new market trends

The 2024-2027 strategic plan envisages a growth path that will allow to increase company profitability, maintaining a balanced financial structure and a stable and profitable dividend distribution

GROWTH (GAS DISTRIBUTION)

Ascopiaves' current positioning and expertise in the gas distribution provide a solid foundation to support the growth of the scope of activities under management in a sector undergoing consolidation

• Awarding of a significant number of ATEM tenders
• M&A of small to medium-sized companies operating in the gas distribution sector
• Establishment of partnerships aimed at joint participation in tenders

GROWTH (RENEWABLE ENERGY)

Further implementation of renewable energy expertise is the basis for supporting further growth of managed business in a rapidly developing sector

• Development of greenfield plants
• M&A of small to medium-sized companies operating in the renewable energy sector
• Establishment of partnerships aimed at the development of specific plants
• Diversification of the type of renewable energy sources

STRATEGIC PILLARS

Strategy (2)

DIVERSIFICATION

As part of the energy transition and business diversification process, Ascopiave Group aims, through a growth based on the enhancement of possessed skills, to maximize the value generated for stakeholders

• Green hydrogen
• Biomethane
• Water services
• Energy efficiency
• Upsides (other network services, synthetic gas)

INNOVATION

Innnovation management is a crucial activity for Ascopiave and targets both short and medium-long term objectives

• Operating costs optimization
• Interventions encouraged by current regulations
• Competitive potential improvement in ATEM competitions
• Offer improvement in innovation
• Technological adaptation of networks and infrastructures as a contribution to the competitiveness of the «gas system» vs alternative energy carriers

EFFICIENCY

Improving operational and economic efficiency is at the heart of Ascopiave's management policies, which aims to follow up on the excellent results achieved over the past few years

Ascopiave's growth strategy in the gas distribution market (1)

• Gas distribution concession must be awarded through public tenders.
• The future tenders must be called to assign concessions for the management of the service in wide geographical areas, grouping neighbouring municipalities (ATEM).
• Municipalities belonging to a single ATEM must appoint a local entity to act as unique contracting authority.

Ascopiave's positioning inside the ATEMs (*)

ATEM	Ascopiave Group (*) gas users	%	Ascopiave Group market share ATEM
Treviso 2	148 705 ,	17%	93%
Treviso 1	79 562 ,	9%	58%
Padova 1	168 658 ,	19%	78%
3 Vicenza	88 129 ,	10%	86%
Rovigo	35 528 ,	4%	36%
Udine 3	34 012 ,	4%	56%
Bergamo 1	31 234 ,	4%	41%
Bergamo 5	30 934 ,	3%	32%
Vicenza 4	29 512 ,	3%	45%
2 Venezia	69 555 ,	8%	34%
Other ATEM	173 910 ,	20%	n.a.
Total	889 739 ,	100%

• Ascopiave is currently the main operator in 5 ATEM with more than 50% market share in terms of end users served. The current end users in these ATEM amount to over 60% of the total end users served by the Group
• Ascopiave has also a significant market share in other ATEM located in Veneto, Lombardy and Friuli Venezia Giulia

(*) 2022 data. Ascopiave processing on MISE data.

Ascopiave Group – Mediobanca 10 33 th ITALIAN CEO Conference – 19th June 2024

Ascopiave has identified some tenders of interest, defining the different levels of priority with the aim of establishing a portfolio of territorially contiguous concessions.

The Group is also evaluating potential partnerships with other operators, in order to strengthen its position in some geographical areas.

The definition and implementation of the strategy depends on the timing of publication of the tender notices and any delays in the deadlines. This implies the need to establish an order of strategic priority and a continuous updating of decisions regarding participation in future tenders

After the assignment of the new ATEM concessions, the geographical areas served by Ascopiave are expected to change. The larger customer base and the increased territorial concentration of the operated plants will allow economies of scale and cost optimisation.

Program to increase operational and economic efficiency through the digitization of networks and processes. 2023-27 planned investments: Euro 5.8 mln (*)

SMART METER INSTALLATION

• Ascopiave Group was one of the first companies to experiment with the installation of intelligent mass market meters and aims to achieve 100% of smart meters installed throughout its networks @ 2024
• Internalization of installation activities is planned, in compliance with the objectives set by the Authority and with a view to planning these interventions in the most appropriate way
• The identification of the right mix between Radio Frequency and P2P meters, and scale economies generated by the coverage of large areas of territory, will allow a significant operating cost optimization

DIGITISATION OF COMPANY PROCESSES

• The Group plans for process digitization interventions, such as the evolution of cartographic systems, the efficiency of the Work Force Management system, virtual and augmented reality projects and Robotic Process Automation solutions
• This digitization will allow the development of the execution of activities, achieving greater efficiency and creating new opportunities for using the data and information collected

NETWORK DIGITISATION

• The Group aims to install sensors capable of detecting, recording, transmitting and executing commands by creating a digital twin of the physical infrastructure in order to:
  • o optimize network monitoring in terms of pressure and odorization
  • o acquire data in real time and simulate plant conditions
  • o adapt the network for the introduction of biomethane and in the future of other "green" gases

(*) Excluding investments for the replacement of smart meters.

Organic program of innovative interventions aimed at the evolution of the infrastructure and improving its safety and functional efficiency. 2023-27 planned investments: Euro 9.6 mln

REMI energy efficiency

Optimisation of the preheating system with high-efficiency cogeneration, heat pumps, photovoltaics and solar thermal intended to reduce the energy consumption of REMI substations

REMI energy recovery

Implementation of turbo expansion combined with high efficiency cogeneration (CAR)

Expected benefits:

• Significant reduction in operating costs
• Contribution to TEE obligations
• Reduction in CO² emissions

Two-way distribution system

Bi-directional REMI substations to ensure capacity and continuity for the injection of "green" gases into the distribution network, particularly biomethane for which several request for connection have recently been received on the currently operated network

Expected benefits:

• Adapting the grid for the future feed-in of "green" gases
• Lower connection and operating costs for "green" gases producers

Most of the planned investments are in gas distribution, with significant interventions on current perimeter and possible additional gains in case of ATEM tender award

2024-27 planned investments: Euro 561 mln Expected EBITDA @ 2027: Euro 126 mln

(*)

(*) of which Euro 21 mln for the awarding of the ATEM tenders

Enterprise Value (to be carried out

Technical investments companies

between 2024 and 2027)

acquired post 2023

Investment in gas distribution current perimeter cumulated @ 2027

Network and facilities maintenance

Network and facilities development

infrastructure

Other investments

innovation

Measurement equipment and

Digitalization, efficiency and

77

77

• Network and facilities maintenance 12 Network and facilities 19
• 12 Network and facilities maintenance ~284 km network, makeover of ~14.5k UDS¹ and ~180 FRG² and cabins interventions 12 Network and facilities 12 Network and facilities maintenance12 Network and facilities maintenance maintenance Measurement equipment and
  • Measurement equipment and infrastructure Network and facilities development ~73 km of new pipelines and ~2.3k new UDS¹ maintenance Measurement equipment and Measurement infrastructure Measurement equipment and infrastructure infrastructure
  • Digitalization, efficiency and innovation Measurement equipment and infrastructure infrastructure Digitalization, efficiency and Digitalization, efficiency andinnovationDigitalization, efficiency and innovation Digitalization, efficiency and innovation 70 70

Network and facilities installation of ~288k meters innovation Network and facilities Network and facilities Network and facilities development

46 188

46 188

46 188

15

15

15

15

15

41

41

41

41

41

• development Digitalization, efficiency and innovation Network and facilities developmentOther ^{46 188} development Other investments
• Other investments Other investments including process digitization ^{46 188} development Other investments Other investments

Investment in gas distribution M&A cumulated @ 2027

• for Enterprise Value (*) to be carried out between 2024 and 2027: gas users 51k Enterprise Value (already carried out in 2022) out in 2022)
• for Enterprise Value (*) of new companies to be carried out between 2024 and 2027 Enterprise Value (to be carried out between 2023 and 2026) Enterprise Value (to be carried out between 2023 and 2026)

1) User Derivation Systems; 2) Final Reduction Groups acquired post 2022

technical investments companies

acquired post 2022

technical investments companies

Enterprise Value (already carried

(*) Enterprise Value of the acquired assets = Price for the equity + Net Financial Position

Renewable energy (1)

The Group aims to expand the portfolio of RES generation power plants both through M&A transactions and the development of new greenfield plants

Renewable energy (2)

36

36

58

58

4

4

43

43

Wind Solar

Investment in green field cumulated @ 2027

Investments in authorized

Investments in greenfield

greenfield plants

plants

36

114 73 Development of greenfield photovoltaic plants already authorized or at an advanced authorization stage Development of new photovoltaic systems at the permit application stage authorized Development of new photovoltaic systems at the 43

37.9 MW capacity; planned commissioning in 2025 and 2026 Development of new wind permit application stage

Development of new wind farm power plants in the permit application stage Development of new wind

operation

operation

Maintenance of plants in

36.0 MW capacity; expected start of operation in 2028, after the plan horizon Maintenance of plants in power plants in the permit application stage 58

Investment in renewable energy M&A cumulated @ 2027

• for Enterprise Value (*) for the acquisition of wind plants 35.0 MW capacity for EV (already made in 2022) Development of new photovoltaic systems at the permit application stage
• for Enterprise Value (*) for the acquisition of photovoltaic plants 40.0 MW capacity for EV (to be carried out between 2023 and 2026) Development of new wind power plants in the permit application stage

Maintenance of plants in

operation

(*) Enterprise Value of the acquired assets = Price for the equity + Net Financial Position

Diversification (1)

The diversification allows Ascopiave to maximise the value generated by the Group, exploiting and enhancing the internal competences.

STRATEGIC DRIVERS FOR DIVERSIFICATION

Green hydrogen

• Implementation of integrated project from production to final distribution of green hydrogen
• Arrangements with end users for collection
• Potential testing of the use of hydrogen in the gas grid

Biomethane

GREEN GASES GREEN GASES

• Collaboration in the form of "revenue sharing" and/or JVs with agricultural companies and/or food industries for the valorization of processing waste
• Focus on updgrading and enhancement of existing biogas plants (in Veneto > 100 MW installed biogas-powered electrical capacity)
• Potential leverage on public grants for investment development

H2

▪ Focus on target territories

Water management services

• Collaboration with industry players/integrated water service operators to provide specialized services, software sharing to push digitalization of the industry
• Attention to possible investment opportunities (tenders for integrated water service management)

Energy efficiency

• Focus on Public Administration and Industry which are segments characterized by lower capillarity than household customers and higher investment size
• Long-term contracts (Energy Performance Contract, project financing) in order to stabilize the flows generated by investments

Staff training: target of 29 hours/year of training per employee through enrichment of e-learning training offerings available to Group employees, and through further implementation of a dedicated training platform.

Average age: the Group intends to maintain the current average age of about 48 years, ensuring uniformity in the distribution of the different age groups of employees.

Gender Equality Certification: activities aimed at obtaining gender equality certification are ongoing.

Welfare: further expansion of the services available on the platform, ranging from education and instruction, social security and health benefits, to the purchase of other goods, while maintaining the current scope of involvement at 100% of employees.

Worker safety: the Group considers the protection of workers to be of primary importance, setting itself the goal of maintaining high levels of safety, promoting the integration of safety in all company activities and focusing on continuous staff training. Therefore, by 2025, the Group is committed to certifying all companies with operating personnel to the Occupational Health and Safety Management System (ISO 45001) (by the end of

electric/hybrid car fleet target is 23.5% (9.5% at 2023). Waste: the Group is committed to maintaining the standards already achieved of sending more than 99% of

Sustainable vehicles: corporate fleet renewal according to the highest industry standards. By 2027, the

Renewable power: photovoltaic power installed at the company's headquarters that will save, in terms of tons of CO2 avoided from 2023 to 2027, more than 1.3 ktons.

Gas distribution asset renewal: replacement of ageing networks to reduce fugitive emissions of natural gas. Digitisation and renovation of the network to facilitate the introduction of renewable gases (biomethane, hydrogen-methane blending, etc.).

Renewal of domestic meter fleet: selection of meters capable of receiving the new gas mixtures and made of recyclable material. Gradual replacement of meters with GPRS communication technology in favor of NB-IOT will allow reduction in quantity of spent batteries for disposal.

Reduction of CO² and CH⁴ emissions: through the implementation of energy efficiency measures for the preheating cycle in REMI substations and the adoption of innovative methods to search for CH4 leakage in networks.

2023, 96% of Group personnel will already be certified).

special waste for recovery.

Economic and financial goals

Uncertainty about the start of ATEM tenders

The uncertainty about the timing of tenders and subsequent award of concessions suggested the development of a scenario analysis based on various hypotheses:

SCENARIO A	increase in the perimeter of activities managed in gas distribution sector only through M&A and organic growth as by the end of the plan period no ATEM tender is able to complete its award process
SCENARIO B	in addition to the growth expected in scenario A, the launch and award of 4 ATEM tenders in the year 2027 is expected and, consequently, a significant increase in networks and served customers

Pursuit of rational goals in terms of efficiency and investments

• The projections reflect the goals reasonably achievable by the Group
• Operating and investment costs incorporate inflation dynamics average annual inflation over the entire plan horizon: 2.36% (2024: 3.00% / 2025-2027: 2.15%) - and economic-management efficiency targets

Implementation of M&A initiatives and diversification into other activities

Achievement of reasonable growth targets through M&A and investment initiatives in the renewable energy sector and diversified businesses

Planned investments, aimed both at the maintenance and development of the existing network and at the expansion of activities on new synergistic businesses

Cumulative investments @ 2027 (Scenario A)

€ 617 mln

• Investments for the maintenance and development of the gas distribution infrustructures related to the current perimeter
• Investment in acquisition of companies active in gas distribution and subsequent development and maintenance of the acquired networks
• Efficiency & innovation
• Metering equipment and infrastructure
• Investments in renewable energy related to maintenance of plants in operation, development of new wind and photovoltaic plants and M&A transactions on companies active in renewable energy
• Investment in diversification directed to new business initiatives (green hydrogen, biomethane, energy efficiency and water service)
• Centralized investments

Group investments 2024-2027 (*)	Scenario A	%
Gas distribution current assets	258	42%
M&A gas distribution	87	14%
Gas distribution	346	56%
Renewable energy	221	36%
Diversification	48	8%
Corporate	3	1%
Total investments	617	100%
Net equity divestments (**)	-294
Total net investments	323

The plan also includes funding investments by divesting the stakes held in EstEnergy and Hera Comm through the full exercise by 2027 of put options, similarly for both scenarios (A and B).

(*) Data in Euro/mln; (**) Estenergy and Hera Comm.

Planned investments, aimed both at the maintenance and development of the existing network and at the expansion of activities on new synergistic businesses

Cumulative investments @ 2027 (Scenario B)

€ 832 mln

Additional investment envisaged in case ATEM tenders are awared (payment of residual value of the plants to outgoing operators (Euro 199 mln) and investments to be executed under new concessions (Euro 16 mln))

Group investments 2024-2027 (*)	Scenario B	%
Total investments scenario A	617	74%
Gas distribution - tenders	215	26%
Total investments	832	100%
Net equity divestments (**)	-294
Total net investments	538

(*) Data in Euro/mln; (**) Estenergy and Hera Comm.

In both scenario the economic results are expected to show a growing trend. Over the plan period, there is growth in net invested capital and optimization of the mix of financing sources

			SCENARIO A		SCENARIO B
(Euro/mln)	2022A	2023A	2027E	cagr %	2027E	cagr %
EBITDA	78	95	139	+10%	160	+14%
EBIT	32	46	69	+11%	79	+14%
Net financial income (*)	6	-4	-9	+21%	-15	+35%
Net income	32	37	42	+3%	45	+5%
Net invested capital	1,298	1,244	1,348	+2%	1,547	+6%
Net equity	886	854	914	+2%	917	+2%
Net financial position	412	389	435	+3%	630	+13%
Financial leverage	0.46	0.46	0.48	+1%	0.69	+11%

(*) Income from equity investments net of financial charges on debt.

Ascopiave Group – Mediobanca 10 47 th ITALIAN CEO Conference – 19th June 2024

Growth prospects, both by internal and external lines, will result in further consolidation of the Group in the gas distribution sector and an increase in the renewable energies sector

Renewable energy production

(*) Including the wind plant located in Calabria (21.6 MW), come into operation in January 2024.

Ascopiave Group – Mediobanca 10 48 th ITALIAN CEO Conference – 19th June 2024

Ascopiave Group – Mediobanca 10 49 th ITALIAN CEO Conference – 19th June 2024

Gas distribution: sector overview

→	Gas distribution: legal framework ………………………………………………………………………………….……	Pag. 51
→	Gas distribution: sector key figures ……………………………………………………………………………….……	Pag. 52
→	Public tenders for the assigning of concessions ………………………………………………………………	Pag. 53
→	Regulation of the call of tenders …………………………………………………………………………………….………	Pag. 54
→	Compensation to be paid to the outgoing distributor ………………………………………………….	Pag. 55
→	Tariff regulation ……………………………………………………………………………………………………………………….………	Pag. 56

Gas distribution: legal framework

• Gas distribution is currently a local monopolistic activity managed under concessions granted by municipalities.
• Italian gas distribution sector was liberalized in 2000 according to the European Union Rules
• The law established a mechanism of competition for the market: concession must be awarded only through public tenders.
• The distributor is responsible for the operation, the development and the maintenance of the distribution network (operational expenses and investments), according to the concessional agreement signed between the operator and the municipality
• The Italian Regulatory Authority for Energy, Networks and Environment (ARERA)
  • ✓ sets the tariffs to be applied to cover the cost of capital and for the operations of the service
  • ✓ provides rules regarding the minimum standard service levels.
• The distributor gives access to any requiring gas sales company that has the right to use the network to supply gas to its customers (third party access).

Gas distribution: sector key figures

Gas distribution key figures (*)	2022
No. of operators in Italy	186
Municipalities served	7,314
Volumes of gas distributed (bln/scm)	28.3
No. of users served (mln)	21.9
Length of the gas distribution network (km)	269,249
Regulatory asset base (RAB) (Euro/bln) (**)	19

Since 2000 gas distribution operators have been reduced to less than a third.

Currently gas distribution sector is strongly concentrated:

• about 55% of RAB (**) is held by Italgas and F2i, the only operators with a national rank
• about 30% of RAB (**) is held by 15 medium size operators (RAB > Euro 100 mln), with a regional relevance
• about 15% of RAB (**) is held by small size operators

(*) ARERA data; (**) Ascopiave estimate.

• In order to improve the economic efficiency of the sector, since 2007 the legislation has established that the tenders must be called to assign concessions for the management of the service in wide geographical areas, grouping neighbouring municipalities (ATEM).
• The national government constituted 177 ATEM nationwide.
• Municipalities belonging to a single ATEM must appoint a local entity to act as contracting authority for the ATEM.
• The law established the deadline by which each ATEM contracting authority must call the tenders.
• In 2011 the national government issued some decrees establishing the general contents of the call for tenders, that must be fulfilled on the base of the local needs for investments to be defined by the local contracting authority. The standardization was aimed at encouraging competition and assuring transparency and effectiveness in the tender process.

The current rules governing the incoming tender processes will probably cause a further restructuring of the distribution sector.

A significant reduction in the number of operators is expected, as the participation to the public tenders requires from the potential competitors strong financial capability and important economic, organizational and technical skills.

Tenders process is currently slowed down by procedural difficulties. All the contracting stations failed in publishing the call for tenders respecting the deadlines provided by the law.

Standards to evaluate economic and technical offers

• A - Economic offer (maximum score: 28)
• Discount on gas distribution tariffs
• Discount on prices for specific services provided by the distributor to end users
• Fee to be paid to municipalities awarding the concession (cap on the fee level: 10% of the capital cost components of VRT (Total Revenues Constraint) = 10% x ( CI x rd + AMM ))
• Obligation to extend the distribution network (meters of pipes per end user that imply the obligation to connect new potential end-users)
• Investments to improve energy efficiency
• B - Offer concerning safety and service quality (maximum score: 27)
• Network inspections in order to prevent gas leaks (percentage of gas network annually checked)
• Performance of the emergency service and of the gas odorization service
• Improving the level of other quality standards set by the Authority

C - Offer concerning the development and the maintenance of the network (maximum score: 45)

• Appropriateness of the network operation analysis
• Investment plan for the extension and the increase of the capacity of the distribution network; the evaluation concerns: the tangible benefits expected by the investment proposed, the accuracy of the technical projects as well as the quantities of new pipes to be made
• Investment plan for the maintenance
• Technological innovation

In the event that the public tender should not be awarded to Ascopiave, the winner must pay to the Group, as the current owner of the networks, a compensation:

• (a) the compensation must be calculated in accordance with the terms of the agreement implementing the concession or direct award (as the case may be), provided that the agreement was signed before 11th February 2012
• (b) or, if this is not provided for, the compensation must be calculated in accordance with the Guidelines set by the Ministry of Economic Development (Decree 22nd May 2014)
• (c) contributions paid by private users in the past for the construction of part of the network must be deducted (valuation of these are in accordance with the tariff regulation) (*)
• (d) the Energy National Authority (i.e. ARERA) must verify whether the compensation has been evaluated in accordance with the law
• (e) the organizer of the tender bid must take into account the observations issued by the ARERA.

(*) In the evaluation of RAB contributions paid by private users are currently deducted.

Tariff regulation 2020-2025

On 27th December 2019 ARERA issued the Resolution n. 570/2019/R/gas, approving the new tariff regulation that will be in force during the period 2020-2025 (fifth regulatory period).

Allowed opex

X-factor aimed at reabsorbing the extra efficiency of the last regulatory period.

Unit allowed opex (*)	2019	2020	2021	2022	2023	chg 23-19	chg % 23-19
Total CO / end user	48.0	43.1	42.0	40.5	40.8	-7.2	-15.0%

(*) Ascopiave estimate. Average unit opex allowed referred to Ascopiave Group (pro-forma)

Real pre-tax rate of return on RAB (WACC)

With the Res. n. 614/2021/R/com, modified and integrated with the Res. n. 654/2022/R/com, ARERA has established the criteria for determining and updating the remuneration rate of the capital invested for infrastructure services in the electricity and gas sectors for the period 2022-2027.

WACC	2019	2020	2021	2022	2023	2024
WACC - distribution	6.3%	6.3%	6.3%	5.6%	5.6%	6.5%
WACC - metering	6.8%	6.3%	6.3%	5.6%	5.6%	6.5%

Tariff regulation for the incoming ATEM concessions

Difference between Compensation and RAB

At the starting date of the new concession:

• if the winner of the public tender is the current incumbent operator, the new RAB is equal to the previous one;
• if the winner of the public tender is a newcomer, the new RAB is equal to the compensation paid by the newcomer to the outgoing operator.

Compensation at the end date of the ATEM concession

The compensation is calculated as the sum of (a) the value of the stock of capital existing at the start date of the concession, that is equal to the initial compensation properly updated to take into account the depreciation occurred during the concessional period, and (b) the value of the investments made during the concessional period, calculated as the average between the effective costs of the assets and the regulatory value of the assets.

Regulatory evolution

With the consultation document 615/2021/R/com, ARERA has proposed a gradual introduction of a tariff regulation for Expence and Service Objectives (ROSS), oriented to the total efficiency of the service (from 2026):

• integrated recognition of operational costs and efficient capital costs;
• parametric determination of the components recognized in the tariff;
• application of average useful lives for the recognition of the depreciation component;
• revision of the incentive mechanism;
• selectivity of recognizable investments, to be justified with cost-benefit analysis

The paradigm shift will support the rationalization of the sector:

• opportunity for efficient and more innovative companies to improve their profitability;
• risk of under-remuneration of capital for inefficient companies;
• incentives for aggregations

The energy transition

→	The European and Italian decarbonisation goals …………………………………………………….………	Pag. 60
→	The role of the gas sector in the energy transition ………………………………………………….……	Pag. 61
→	The new infrastructure grid ………………………………………………………………………………………………….……	Pag. 62
→	Dynamics of the renewable energy sector in Italy ………….……………………………………….……	Pag. 63

Both the European Union and Italy have based their growth targets for the next decade on the transition to a sustainable economy model

The ongoing conflict between Russia and Ukraine has exacerbated the energy market crisis already underway in 2021 related to the postpandemic recovery, leading to a further increase in volatility and energy commodity prices. One solution from the European Commission to reduce the EU's energy dependence on Russian gas supplies is the RePower EU plan that is part of the path of EU initiatives to foster Energy transition.

In the energy transition pathway, gas represents a key source that will have to ensure the transition from a fossil fuel-based energy model to one with low emissions

Potential need for reconversion of the gas network for the transport of green gases (**)

(*) Source: Snam document "Reference Scenarios for Gas Transmission Network Development Plans 2023-2032 and 2024-2033"; (**) Biomethane and hydrogen.

Ascopiave Group – Mediobanca 10 61 th ITALIAN CEO Conference – 19th June 2024

The gas network will require technological and infrastructural adjustments to facilitate the introduction and transport of "green" gases in order to decarbonise the system

Renewables in Italy show a trend of substantial growth over the past 10 years with a total installed capacity of ~70 GW

However, to achieve national decarbonization targets to 2030 will require at least 60-65 GW of new RES capacity to be installed in Italy establishing sound market conditions, investing in essential infrastructure and implementing effective regulatory and policy frameworks.

Italy's renewable mix is characterized by a general growth trend, emphasized by measures implemented at the EU level to address the Russian-Ukrainian crisis. By 2040, 65% of the projected installed renewable capacity will consist of photovoltaic

Ascopiave financial data

2020-2023 financial comparison ………………………………………………………………………………………………….	Pag. 66
FY 2023 financial results ……………………………………………………………………………………………………………….….	Pag. 70
3M 2024 financial results ………………………….………………………………………………………………………………….….	Pag. 85

Ascopiave financial data (I)

2020-2023 financial comparison

→	Income statement	Pag. 67
→	Balance sheet	Pag. 68
→	Cash flows statement	Pag. 69

Income statement

(Thousands of Euros)		2023	2022	2021	2020
Revenues		180 794 ,	163 651 ,	134 911 ,	163 896 ,
(Cost of materials and consumables) raw of (Cost services) (Cost of personnel) (Other operating costs) Other operating income		(2 265) , (50 474) , (20 914) , (29 580) , 16 965 ,	(2 876) , (50 968) , (20 550) , (21 647) , 10 319 ,	(2 063) , (38 728) , (17 017) , (11 293) , 571	(1 782) , (36 776) , (17 132) , (44 511) , 109
EBITDA		94 526 ,	930 77 ,	66 382 ,	63 805 ,
(Depreciations and amortizations) (Provisions)		(48 232) , (305)	(45 975) , (44)	(32 509) , (34)	(34 465) , (189)
EBIT		990 45 ,	31 911 ,	33 838 ,	29 151 ,
Financial income / (expenses) Evaluation of with method companies equity		(7 931) , 3 566 ,	(1 811) , 871 7 ,	1 532 , 19 892 ,	1 847 , 18 310 ,
EBT		41 626 ,	37 972 ,	55 263 ,	49 308 ,
(Income taxes)		(5 005) ,	(6 999) ,	(9 937) ,	9 394 ,
after Earnings taxes		36 621 ,	30 974 ,	45 326 ,	58 701 ,
income (loss) from discontinued operations Net		56	1 466 ,	-	-
Net income		36 677 ,	32 440 ,	45 326 ,	58 701 ,
of (Net income minorities)		(501)	225	-	-
income of the Group Net		36 176 ,	32 665 ,	326 45 ,	58 701 ,

Balance sheet

(Thousands of Euros)		31/12/2023	31/12/2022	31/12/2021	31/12/2020
Tangible assets tangible Non assets in associates Investments Other fixed assets Fixed assets		156 475 , 766 353 , 308 331 , 42 780 , 273 939 1 , ,	138 432 , 759 743 , 436 287 , 43 877 , 378 339 1 , ,	58 012 , 647 279 , 521 359 , 35 169 , 261 819 1 , ,	33 443 , 626 685 , 515 729 , 34 276 , 210 134 1 , ,
Operating current assets liabilities) (Operating current (Operating liabilities) current non		129 253 , (95 936) , (63 749) ,	166 408 , (199 201) , (63 072) ,	62 159 , (59 727) , (48 259) ,	128 046 , (98 759) , (47 071) ,
working capital Net		(30 432) ,	(95 866) ,	(45 828) ,	(17 784) ,
invested capital held sale Net for assets		138	15 790 ,	-	-
Total capital employed		1 243 645 , ,	1 298 262 , ,	1 215 991 , ,	1 192 350 , ,
shareholders Group equity		844 753 ,	866 282 ,	868 544 ,	853 903 ,
Minorities		9 529 ,	20 123 ,	(38)	-
financial Net position		363 389 ,	411 857 ,	347 485 ,	338 447 ,
Total sources		243 645 1 , ,	298 262 1 , ,	215 991 1 , ,	192 350 1 , ,

Ascopiave Group – Mediobanca 10 68 th ITALIAN CEO Conference – 19th June 2024

Cash flows statement

(Thousands of Euros)	2023	2022	2021	2020
Self financing	63,521	56,473	53,205	71,172
Change in net working capital (operating activities)	(45,959)	145,299	31,702	(7,014)
Change in net working capital (fiscal activities)	(15,624)	(19,719)	(2,670)	(21,553)
Change in net working capital	(61,583)	125,580	29,032	(28,566)
Capex in tangible and intangible assets	(87,577)	(86,901)	(52,862)	(44,431)
Capex in companies acquisitions	113,412	(149,227)	(24,652)	(68,598)
Capex	25,835	(236,127)	(77,514)	(113,029)
Change in shareholders' equity	(5,279)	(10,298)	(13,763)	(55,042)
Net financial position change	22,494	(64,372)	(9,039)	(125,465)

Ascopiave financial data (II)

FY 2023 financial results

Financial highlights

→	FY 2023 consolidated income statement	Pag. 71
→	Consolidated balance sheet as of 31st December 2023	Pag. 72

Companies consolidated with full consolidation method

→	Operating data – gas distribution	Pag. 73
→	Operating data – renewable energies ……………………………………………………………………………………………….	Pag. 74
→	Revenues bridge	Pag. 75
→	EBIT bridge	Pag. 76
→	Gas distribution tariff revenues and revenues from RES	Pag. 77
→	Other net operating costs	Pag. 78
→	Number of employees	Pag. 79
→	Cost of personnel	Pag. 80
→	Capex	Pag. 81
→	Net Financial Position and cash flow	Pag. 82
→	Financial debt and cost of debt	Pag. 83
	Estenergy Group
→	Estenergy Group financial highlights	Pag. 84

(Thousand of Euro)	12M 2023	12M 2022	Chg	Chg %
Revenues	180,794	163,651	17,143	+10%
(Purchase for other raw materials) costs	(2,265)	(2,876)	611	-21%
for (Costs services)	(50,474)	(50,968)	494	-1%
for personnel) (Costs	(20,914)	(20,550)	(365)	+2%
(Other costs) management	(29,580)	(21,647)	(7,933)	+37%
Other income	16,965	10,319	6,646	+64%
EBITDA	94,526	77,930	16,596	+21%
and depreciation) (Amortizations	(48,232)	(45,975)	(2,256)	+5%
(Provisions)	(305)	(44)	(261)	+599%
EBIT	45,990	31,911	14,079	+44%
Financial income / (expenses)	(7,931)	(1,811)	(6,120)	+338%
(*) Evaluation of companies with equity method net	3,566	7,871	(4,305)	-55%
EBT	41,626	37,972	3,654	+10%
(Income taxes)	(5,005)	(6,999)	1,994	-28%
Earnings after taxes	36,621	30,974	5,647	+18%
Net result from discontinued operations	56	1,466	(1,410)	-96%
Net income	36,677	32,440	4,237	+13%
Net income of minorities	(501)	225	(726)	-322%
of the Net income Group	36,176	32,665	3,511	+11%

(*) Result of the companies consolidated with net equity consolidation method (pro-rata): Estenergy Group and Cogeide.

Consolidated balance sheet as of 31st December 2023

(Thousand of Euro)		31/12/2023	31/12/2022	Chg	Chg %
	Tangible (*) assets	156 475 ,	138 432 ,	18 042 ,	+13%
	(*) tangible Non assets	766 353 ,	759 743 ,	6 611 ,	+1%
	(**) Investments in associates	308 331 ,	436 287 ,	(127 956) ,	-29%
	Other fixed assets	42 780 ,	43 877 ,	(1 097) ,	-3%
	Fixed assets	1 273 939 , ,	1 378 339 , ,	(104 400) ,	-8%
	Operating current assets	129 253 ,	166 408 ,	(37 155) ,	-22%
	(Operating liabilities) current	(95 936) ,	(199 201) ,	103 266 ,	-52%
	liabilities) (Operating non current	(63 749) ,	(63 072) ,	(677)	+1%
	working capital Net	(30 432) ,	(95 866) ,	65 434 ,	-68%
	Total capital employed intended sale assets to	138	15 790 ,	(15 652) ,	-99%
	Total capital employed	243 645 1 , ,	298 262 1 , ,	(54 617) ,	-4%
	Group shareholders equity	844 753 ,	866 282 ,	(21 529) ,	-2%
	Minorities	9 529 ,	20 123 ,	(10 594) ,	-53%
	Shareholders equity	854 282 ,	886 405 ,	(32 123) ,	-4%
	Net financial position	389 363 ,	411 857 ,	(22 494) ,	-5%
	Total sources	1 243 645 , ,	1 298 262 , ,	(54 617) ,	-4%

(*) According to IFRIC 12, the infrastructures under concession are consedered intangible assets;

(**) Value of the associated companies consolidated with net equity consolidation method (pro-rata): Estenergy, Euro 202.8 mln (Euro 349.5 mln as of 31st December 2022); Hera Comm, Euro 53.3 mln (Euro 53.3 mln as of 31st December 2022); Acinque, Euro 21.6 mln (Euro 24.9 mln as of 31st December 2022); Cogeide, Euro 8.2 mln (Euro 8.5 mln as of 31st December 2022); Acantho, Euro 22.3 mln (Euro 0.0 mln as of 31st December 2022).

Operating data – gas distribution

Number of gas distribution users (Million of standard cubic meters) Volumes of gas distributed 874,376 889,739 31/12/2023 31/12/2022 1,349.4 1,455.6 82.6 12M 2023 12M 2022 -15,363 -2% -23.6 -2% 1,432.0 New consolidation area (*)

(*) Change of consolidation area: data referring to Romeo Gas and Serenissima Gas, companies consolidated from 1st April 2022.

Ascopiave Group – Mediobanca 10 73 th ITALIAN CEO Conference – 19th June 2024

Ascopiave Group – Mediobanca 10 74 th ITALIAN CEO Conference – 19th June 2024

(*) Change of consolidation area: data referring to Romeo Gas and Serenissima Gas, companies consolidated from 1st April 2022;

(**) Tariff revenues include the tariff component for the recovery of the fee paid to local entities according to art. 46-bis DL 159/2007.

(*) Change of consolidation area: data referring to Romeo Gas and Serenissima Gas, companies consolidated from 1st April 2022;

(**) Further details on page 78 of the current presentation.

Gas distribution tariff revenues

(Thousand of Euro) (*)	12M 2023	12M 2022	Chg	Chg %
Gas distribution tariff revenues	124,084	113,561	10,523	+9%
distribution Gas tariff revenues	124,084	113,561	10,523	+9%

Change of the consolidation area: + Euro 3.5 mln

Increase of gas distribution tariff revenues of equal consolidation area: + Euro 7.1 mln of which:

• revision of tariff operating costs provided by Arera Res. 409/2023/R/Gas: + Euro 0.9 mln;
• increased revenues due to 2022 tariff revenues equalization: + Euro 1.4 mln;
• other changes (mainly due to the growth of the regulatory asset base): + Euro 4.8 mln.

Revenues from RES

(Thousand of Euro) (*)	12M 2023	12M 2022	Chg	Chg %
Revenues from FER	19,376	10,987	8,388	+76%
Revenues from FER	19,376	10,987	8,388	+76%

(*) Economic data before elisions

Ascopiave Group – Mediobanca 10 77 th ITALIAN CEO Conference – 19th June 2024

(Thousand of Euro)	12M 2023	12M 2022	Chg	Chg %
Other revenues	35,716	37,496	(1,780)	-5%
Other of raw materials and services costs	(63,735)	(63,564)	(170)	+0%
Cost of personnel	(20,914)	(20,550)	(365)	+2%
Other operating net costs	(48,933)	(46,618)	(2,315)	+5%

Change of the consolidation area: - Euro 2.1 mln

Increase of other net operating costs of equal consolidation area: - Euro 0.2 mln

of which:

• increase of gas distribution concession fees: - Euro 1.6 mln;
• decrease of margin on energy efficiency tasks management: - Euro 0.3 mln;
• decrease of costs for consultancy: + Euro 2.7 mln;
• decrease of costs for gas and electricity: + Euro 1.5 mln;
• decrease of revenues due to the fee paid by Estenergy Group and Amgas Blu in the first half 2022 for the early termination of some service contracts: - Euro 6.5 mln;
• ▪ decrease of revenues for the termination of service contracts towards Estenergy Group and Amgas Blu: - Euro 3.2 mln;
• ▪ increase of CSEA contributions for security incentives: + Euro 4.1 mln;
• ▪ increase of gas meter reading costs: - Euro 1.6 mln;
• increase of capital gains from the sale of assets and shareholdings: + Euro 6.8 mln;
• increase of other non recurring costs: - Euro 2.1 mln;
• other variations: + Euro 0.0 mln.

(*) Economic data before elisions

Number of employees

Ascopiave Group – Mediobanca 10 79 th ITALIAN CEO Conference – 19th June 2024

*) Change of consolidation area: data referring to Romeo Gas and Serenissima Gas, companies consolidated from 1st April 2022.

Ascopiave Group – Mediobanca 10 80 th ITALIAN CEO Conference – 19th June 2024

(*) Excluding network extension in new urbanized areas that according to IAS are considerated as operating costs and not capital expenditures;

(**) Investments in intangible assets and in tangible assets (excluded realizations, investments in associated and investments relative to the application of IFRS 16 accounting principle);

(***) Change of consolidation area: data referring to Romeo Gas and Serenissima Gas, companies consolidated from 1st April 2022..

(*) Cash flow = net income + amortizations and depreciation - capital gains from the sale of assets and shareholdings - income from equity investments; (**) Investments in tangible and intangible assets; (***) Acquisition of shareholding in Acantho (11.35%): - Euro 22.3 mln; acquisition of shareholding in Romeo Gas (19.707%): - Euro 16.2 mln; acquisition of shareholding in Serenissima Gas (20.63%): - Euro 7.5 mln; acquisition of shareholding in Salinella Eolico (40%): - Euro 7.1 mln; acquisition of assets of Retragas: - Euro 1.3 mln; (*****) Sale of 15% shareholding in Estenergy: + Euro 137.5 mln; sale of tangible and intangible fixed assets connected to the Romeo 2 operation: + Euro 20.9 mln; cash in of the reimbursement value of the plants due to the termination of some municipal gas distribution concessions: + Euro 9.5 mln.

Financial debt and cost of debt

(Thousand of Euro) (*)	31/12/2023	31/12/2022	Chg	Chg %
financial borrowings Long term	204 064 ,	178 538 ,	25 526 ,	+14%
of long financial borrowings Current position term	80 642 ,	119 280 ,	(38 638) ,	-32%
Long bond loans term	86 347 ,	94 033 ,	(7 686) ,	-8%
Current position of bond loans	7 708 ,	-	7 708 ,	n.a.
Short financial borrowings term	7 917 ,	(12 912) ,	20 829 ,	-161%
Total financial debt	386 678 ,	378 939 ,	7 739 ,	+2%
Fixed borrowings rate	221 994 ,	290 164 ,	(68 170) ,	-23%
Floating borrowings rate	164 684 ,	88 775 ,	75 909 ,	+86%

12M 2023 average cost of debt: 2.57% (vs 12M 2022 rate: 1.13%)

(*) Data refer to only companies consolidated with full consolidation method.

Income statement (*) Balance sheet (*)

(Thousand of Euro)	12M 2023	12M 2022
Revenues	1,123,300	1,657,396
(Purchase for other raw materials) costs	(909,400)	(1,391,670)
(Costs for services)	(127,995)	(189,587)
for personnel) (Costs	(15,080)	(15,973)
(Other costs) management	(1,453)	(957)
EBITDA	69,373	59,208
(Depreciations and amortizations) + (provisions)	(44,729)	(35,959)
EBIT	24,644	23,248
Financial income / (expenses)	(7,240)	896
EBT	17,404	24,145
(Income taxes)	(5,830)	(7,493)
Net income	11,573	16,652

(Thousand of Euro)	31/12/2023	31/12/2022
Tangible assets	5,522	4,100
Non tangible assets	627,170	634,106
Investments in associates	17,704	17,717
Other fixed assets	781	(19,658)
Fixed assets	651,177	636,265
Operating current assets	90,953	626,076
(Operating liabilities) current	(206,459)	(196,464)
(Operating liabilities) non current	(64,689)	(42,231)
working capital Net	(180,195)	387,380
Total capital employed	470,981	1,023,645
Shareholders equity	639,625	701,824
financial Net position	(168,644)	321,822
Total sources	470,981	1,023,645

(*) Data refers to 100% of Estenergy.

Ascopiave Group – Mediobanca 10 84 th ITALIAN CEO Conference – 19th June 2024

Ascopiave financial data (III)

3M 2024 financial results

Financial highlights

→	3M 2024 consolidated income statement	Pag. 86
→	Consolidated balance sheet as of 31st March 2024	Pag. 87

Companies consolidated with full consolidation method

→	Operating data – gas distribution	Pag. 88
→	Operating data – renewable energies ……………………………………………………………………………………………….	Pag. 89
→	Revenues bridge	Pag. 90
→	EBIT bridge	Pag. 91
→	Gas distribution tariff revenues and revenues from RES	Pag. 92
→	Other net operating costs	Pag. 93
→	Number of employees	Pag. 94
→	Cost of personnel	Pag. 95
→	Capex	Pag. 96
→	Net Financial Position and cash flow	Pag. 97
→	Financial debt and cost of debt	Pag. 98
	Estenergy Group
→	Estenergy Group financial highlights	Pag. 99

(Thousand of Euro)	3M 2024	3M 2023	Chg	Chg %
Revenues	47,440	40,719	6,721	+17%
(Purchase for other raw materials) costs	(787)	(803)	16	-2%
(Costs for services)	(11,931)	(11,929)	(2)	+0%
(Costs for personnel)	(5,112)	(5,377)	266	-5%
(Other costs) management	(6,370)	(6,550)	181	-3%
Other income	83	4,201	(4,117)	-98%
EBITDA	23,325	20,261	3,064	+15%
(Amortizations and depreciation)	(12,450)	(11,723)	(726)	+6%
(Provisions)	-	(160)	160	-100%
EBIT	10,875	8,378	2,497	+30%
Financial income / (expenses)	(4,467)	(2,654)	(1,813)	+68%
(*) Evaluation of companies with equity method net	2,779	567	2,212	+390%
EBT	9,187	6,291	2,896	+46%
(Income taxes)	(2,495)	(702)	(1,793)	+255%
Earnings after taxes	6,692	5,589	1,103	+20%
result from discontinued Net operations	-	44	(44)	-100%
Net income	6,692	5,633	1,058	+19%
of Net income minorities	(146)	188	(334)	-178%
Net income of the Group	6,546	5,821	725	+12%

(*) Result of the companies consolidated with net equity consolidation method (pro-rata): Estenergy Group and Cogeide.

Consolidated balance sheet as of 31st March 2024

(Thousand of Euro)	31/03/2024	31/12/2023	Chg	Chg %
Tangible (*) assets	154 668 ,	156 475 ,	(1 807) ,	-1%
(*) tangible Non assets	770 343 ,	766 353 ,	3 989 ,	+1%
(**) Investments in associates	311 840 ,	308 331 ,	3 510 ,	+1%
Other fixed assets	42 873 ,	42 780 ,	93	+0%
Fixed assets	1 279 724 , ,	1 273 939 , ,	5 785 ,	+0%
Operating current assets	182 881 ,	129 253 ,	53 629 ,	+41%
(Operating liabilities) current	(124 145) ,	(95 936) ,	(28 210) ,	+29%
liabilities) (Operating non current	(64 993) ,	(63 749) ,	(1 244) ,	+2%
working capital Net	(6 257) ,	(30 432) ,	24 175 ,	-79%
Total capital employed intended sale assets to	-	138	(138)	-100%
Total capital employed	1 273 467 , ,	1 243 645 , ,	29 822 ,	+2%
Group shareholders equity	851 668 ,	844 753 ,	6 915 ,	+1%
Minorities	9 639 ,	9 529 ,	110	+1%
Shareholders equity	861 307 ,	854 282 ,	7 025 ,	+1%
Net financial position	412 159 ,	389 363 ,	22 796 ,	+6%
Total sources	1 273 467 , ,	1 243 645 , ,	29 822 ,	+2%

(*) According to IFRIC 12, the infrastructures under concession are considered intangible assets.

(**) Value of the associated companies consolidated with net equity consolidation method (pro-rata): Estenergy, Euro 206.3 mln (Euro 202.8 mln as of 31st December 2023); Cogeide, Euro 8.2 mln (Euro 8.2 mln as of 31st December 2023). Other minority shareholdings: Hera Comm, Euro 53.3 mln (Euro 53.3 mln as of 31st December 2023); Acinque, Euro 21.6 mln (Euro 21.6 mln as of 31st December 2023); Acantho, Euro 22.3 mln (Euro 22.3 mln as of 31st December 2023).

Ascopiave Group – Mediobanca 10 88 th ITALIAN CEO Conference – 19th June 2024

Ascopiave Group – Mediobanca 10 89 th ITALIAN CEO Conference – 19th June 2024

(*) Tariff revenues include the tariff component for the recovery of the fee paid to local entities according to art. 46-bis DL 159/2007.

Ascopiave Group – Mediobanca 10 90 th ITALIAN CEO Conference – 19th June 2024

(*) Further details on page 93 of the current presentation.

Ascopiave Group – Mediobanca 10 91 th ITALIAN CEO Conference – 19th June 2024

Gas distribution tariff revenues

(Thousand of Euro) (*)	3M 2024	3M 2023	Chg	Chg %
Gas distribution tariff revenues	33,806	29,753	4,053	+14%
Gas distribution tariff revenues	33,806	29,753	4,053	+14%

Increase of gas distribution tariff revenues: + Euro 4.1 mln

of which:

• change of the remuneration rate on the net capital invested (WACC): + Euro 1.9 mln;
• ▪ monetary revaluation of capital costs: + Euro 0.9 mln;
• ▪ monetary revaluation of operating costs: + Euro 0.8 mln;
• other changes: + Euro 0.5 mln.

Revenues from RES

(Thousand of Euro) (*)	3M 2024	3M 2023	Chg	Chg %
Revenues from FER	6,153	2,410	3,743	+155%
Revenues from FER	6,153	2,410	3,743	+155%

(*) Economic data before elisions.

Ascopiave Group – Mediobanca 10 92 th ITALIAN CEO Conference – 19th June 2024

(Thousand of Euro)	3M 2024	3M 2023	Chg	Chg %
Other revenues	7,076	8,152	(1,075)	-13%
Other of raw materials and services costs	(18,599)	(14,677)	(3,922)	+27%
Cost of personnel	(5,112)	(5,377)	266	-5%
Other operating net costs	(16,634)	(11,902)	(4,732)	+40%

Increase of other net operating costs: - Euro 4.7 mln

of which:

• increase of gas distribution concession fees: - Euro 0.4 mln;
• increase of margin on energy efficiency tasks management: + Euro 0.1 mln;
• decrease of costs for consultancy: + Euro 0.1 mln;
• decrease of costs for gas and electricity: + Euro 0.4 mln;
• ▪ decrease of cost of personnel: + Euro 0.3 mln;
• ▪ decrease of revenues for service contracts: - Euro 1.0 mln;
• ▪ increase of gas meter reading costs: - Euro 0.4 mln;
• decrease of capital gains from the sale of assets and shareholdings: - Euro 4.1 mln;
• decrease of other non recurring costs: + Euro 0.7 mln;
• other variations: - Euro 0.4 mln.

Number of employees

Ascopiave Group – Mediobanca 10 94 th ITALIAN CEO Conference – 19th June 2024

Ascopiave Group – Mediobanca 10 95 th ITALIAN CEO Conference – 19th June 2024

(*) Excluding network extension in new urbanized areas that according to IAS are considered as operating costs and not capital expenditures.

(**) Investments in intangible assets and in tangible assets (excluded realizations, investments in associated and investments relative to the application of IFRS 16 accounting principle).

(*) Cash flow = net income + amortizations and depreciation; (**) Investments in tangible and intangible assets.

Financial debt and cost of debt

(Thousand of Euro) (*)	31/03/2024	31/12/2023	Chg	Chg %
financial borrowings Long term	180 950 ,	204 064 ,	(23 114) ,	-11%
of long financial borrowings Current position term	77 929 ,	80 642 ,	(2 713) ,	-3%
Long bond loans term	78 677 ,	86 347 ,	(7 670) ,	-9%
Current position of bond loans	7 603 ,	7 708 ,	(105)	-1%
Short financial borrowings term	64 149 ,	7 917 ,	56 232 ,	+710%
Total financial debt	409 308 ,	386 678 ,	22 630 ,	+6%
Fixed borrowings rate	206 435 ,	221 994 ,	(15 559) ,	-7%
Floating borrowings rate	202 873 ,	164 684 ,	38 189 ,	+23%

3M 2024 average cost of debt: 3.41% (vs 12M 2023 rate: 2.57%)

(*) Data refer to only companies consolidated with full consolidation method.

Income statement (*) Balance sheet (*)

(Thousand of Euro)	3M 2024	3M 2023
Revenues	377,233	387,075
(Purchase for other raw materials) costs	(238,788)	(408,536)
(Costs for services)	(102,918)	39,591
for personnel) (Costs	(3,827)	(3,808)
(Other costs) management	(191)	(106)
EBITDA	31,510	14,216
(Depreciations and amortizations) + (provisions)	(14,907)	(10,566)
EBIT	16,603	3,651
Financial income / (expenses)	(1,298)	(3,882)
EBT	15,305	(232)
(Income taxes)	(4,690)	54
Net income	10,615	(177)

(Thousand of Euro)	31/03/2024	31/12/2023
Tangible assets	5,425	5,522
Non tangible assets	624,398	627,170
Investments in associates	18,458	17,704
Other fixed assets	719	781
Fixed assets	649,000	651,177
Operating current assets	117,219	90,953
(Operating liabilities) current	(267,336)	(206,459)
liabilities) (Operating non current	(70,069)	(64,689)
working capital Net	(220,186)	(180,195)
Total capital employed	428,815	470,981
Shareholders equity	653,874	639,625
Net financial position	(225,060)	(168,644)
Total sources	428,815	470,981

(*) Data refers to 100% of Estenergy.

Ascopiave Group – Mediobanca 10 99 th ITALIAN CEO Conference – 19th June 2024

Ascopiave Group – Mediobanca 10 100 th ITALIAN CEO Conference – 19th June 2024

Disclaimer

• ❑ This presentation has been prepared by Ascopiave S.p.A. for information purposes only and for use in presentations of the Group's results and strategies.
• ❑ For further details on the Ascopiave Group, reference should be made to publicly available information, including the Quarterly Reports and the Annual reports.
• ❑ Statements contained in this presentation, particularly the ones regarding any Ascopiave Group possible or assumed future performance, are or may be forward looking statements and in this respect they involve some risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward looking statement. Such factors include, but are not limited to: changes in global economic business, changes in the price of certain commodities including electricity and gas, the competitive market and regulatory factors. Moreover, forward looking statements are currently only at the date they are made.
• ❑ Any reference to past performance of the Ascopiave Group shall not be taken as an indication of the future performance.
• ❑ This document does not constitute an offer or invitation to purchase or subscribe for any shares and nopart of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever.
• ❑ By attending the presentation you agree to be bound by the foregoing terms.