Ascopiave

Investor Presentation • Jun 20, 2023

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

9th ITALIAN CEO CONFERENCE 21st June 2023

st June 2023

SUMMARY

Business overview ………………………………………………………………………………………………………………………….….	Pag. 3
Dividend policy and Group strategic guidelines ……………………………………………………………….	Pag. 11
Ascopiave gas distribution business …………………………………………………………………………………………	Pag. 14
Estenergy ………………………………………………………………………………………………………………………………………….….….	Pag. 20
Cogeide ………………………………………………………………………………………………………………………………………………………	Pag. 24
Asco Renewables and Asco EG …………………………………………………………………….………………………………	Pag. 26
Asco TLC …………………………………………………………………….…………………………………………………………………….………	Pag. 28
Sustainability goals ………………………………………….…………………………………………………………………………………	Pag. 30
Strategy …………………………………………………………………………………………………………………………………………………….	Pag. 34
Annex: gas distribution: sector overview ……………………………………………………………………………	Pag. 54
Annex: the energy transition ……………………………………………………………………………….…………………….	Pag. 63
Annexes: Ascopiave financial data …………….…………………………………………………………………………….	Pag. 69
Disclaimer ……………………………………………………………………………………………………………………………….……………….	Pag. 104

Business overview

→	Group business activities ……………………………………………….……………………………………………………….….	Pag. 4
→	Ascopiave shareholders ……………………………………………….………………………………………………………….….	Pag. 6
→	Group structure as of 31st March 2023 …………………….………………….………………………….…………	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, water management services and ICT services)

CORE BUSINESSES

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).

Renewable energy production

The subsidiaries Asco Renewables and Asco EG operate in the renewable energy field, through 28 hydroelectric and wind power stations (62.5 MW). New wind farm in Calabria under construction (21.6 MW)

Group business activities (2)

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 (40%) / Hera Comm (3%).
Energy services	District heating and energy efficency services. Activity carried out by the controlled energy service company (E.S.CO.) Asco Energy.
Water management services	The subsidiary Cart Acqua is shareholders and technological partner of Cogeide, company active in the integrated urban water management services.
ICT services	The subsidiary Asco TLC is active in the provision of ICT services (connectivity and private cloud).

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 – 9th ITALIAN CEO CONFERENCE – 21 6 st June 2023

Group structure as of 31st March 2023

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 7 st June 2023

CONSOLIDATED BALANCE SHEET ACCORDING TO IFRS (*)

BALANCE SHEET	31/12/2022	31/12/2021
Tangible assets	138 432 ,	58 012 ,
Intangible assets	759 743 ,	647 279 ,
Investments in associates	436 287 ,	521 359 ,
Other fixed assets	43 877 ,	35 169 ,
Net working capital	(95 866) ,	(45 828) ,
Net invested capital held for sale assets	15 790 ,
TOTAL CAPITAL EMPLOYED	1 298 262 , ,	1 215 991 , ,
Shareholders equity	886 405 ,	868 505 ,
financial Net position	857 411 ,	347 485 ,
Financial leverage	0 46	0 40

INTANGIBLE ASSETS	31/12/2022
Goodwill	61 346 ,
Assets under concession	681 842 ,
Other intangible assets	16 555 ,
Intangible assets	759 743 ,

INVESTMENTS IN ASSOCIATES	31/12/2022
Estenergy (40%)	349 534 ,
Hera	54
Comm	000
(3%)	,
Other	32
participations	753
(**)	,
Investments	436
in	287
associates	,

Solid financial structure

(*) Thousands of Euros; (**) Other participations: Acinque (5%, Euro 24.3 mln) and Cogeide (18.33%, € 8.5 mln).

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 8 st June 2023

CONSOLIDATED INCOME STATEMENT ACCORDING TO IFRS (*)

INCOME STATEMENT	2022	2021
Revenues	163,651	134,911
EBITDA	77,930	66,382
EBITDA margin (%)	47.6%	49.2%
EBIT	31,911	33,838
EBIT margin (%)	19.5%	25.1%
Net financial income	6,061	21,424
Income taxes	(6,999)	(9,937)
Net income from discontinued operations	1,466
Net income	32,440	45,326

NET FINANCIAL INCOME	2022
Estenergy Group and Cogeide	7 871 ,
Dividends	4 306 ,
Net financial charges	(6 117) ,
financial Net income	6 061 ,

Operating results referred mainly to the regulated gas distribution business

Significant contribution from the associate companies

(*) Thousands of Euros.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 9 st June 2023

Financial debt

	2022	2021	Chg	Chg %
Long term financial borrowings (>12 months) Current position of long term financial borrowings Bond loans	178,538 119,280 94,033	161,488 60,631 25,000	17,050 58,649 69,033	10.6% 96.7% 276.1%
Short term net financial borrowings (<12 months)	(12,912)	96,462	(109,374)	-113.4%
Total financial debt	378,939	343,581	35,358	10.3%
Fixed rate borrowings Floating rate borrowings	290,164 88,775	235,119 108,462	55,045 (19,687)	23.4% -18.2%

Short term credit lines available (31.12.2022): Euro 97 mln

FY 2022 average cost of debt: 1.13% (vs FY 2021 rate: 0.46%)

(*) Thousands of Euros; data refer to the companies consolidated with the full consolidation method.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 10 st June 2023

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 ,	47 442 ,	75 163 ,	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 (Thousand of Net Income 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

2023-2026 expected dividend distribution

2023-2026 PROSPECTS

An attractive and sustainable dividend distribution is expected for the 2023-2026 period.

Dividend growing from 13.0 Eurocents per share in 2022 to 17.0 Eurocents per share in 2026 (+31%)

(*) Dividend to be approved and distributed during 2027 with reference to the year 2026.

Ascopiave gas distribution business

→	Market positioning ……………………………………………….………………………………………………………………………….	Pag. 15
→	Stability of the economic results and low risk profile …………………………………………….….	Pag. 17
→	Partnership with Aemme Linea Distribuzione and NED Reti Distribuzione Gas	Pag. 18
→	Consortium to acquire A2A assets ……………………………………………………………………………………………	Pag. 19

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

Ascopiave Gas Distribution Business 2022 key figures
No. of managed concessions	306
Length of the gas distribution network (km)	14,614
No. of Users (PDR)	889,739
Volume of gas distributed (scm/mln)	1,456
RAB (Euro/000)	741,338

Ascopiave Group current distribution activities

The operated networks are located in Northern Italy (71% of the gas end users in Veneto, 17% in Lombardy, 12% in other Regions)

(*) Capital stake as of 31st March 2023. 80.293% as of 31st December 2022.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 15 st June 2023

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

	127 2000 2006	2007 2008	2009 2010	2011 2012	2013 2014	2015 2016 2017 2018 2019 2020 2021 2022
		th Currently 5 largest	national		operator in the sector	and regional leader in Veneto
	Group	(*) Users	%	(*) Network	%	Competitive context in Veneto
1	Italgas	7 561 197 , ,	31 4%	70 636 ,	26 3%
2	2i Rete Gas	4 484 898 , ,	18 6%	69 555 ,	25 9%
3	A2A	766 973 1 , ,	3% 7	12 441 ,	6% 4	10%
4	Hera	430 483 1 , ,	9% 5	749 17 ,	6 6%	Ascopiave 32%
5	Ascopiave	889 739 ,	3 7%	14 614 ,	5 5%	14% Italgas
6	Iren	727 503 ,	3 0%	8 278 ,	3 1%	PDR 2i Rete	Gas
7	Estra	404 016 ,	1 7%	6 064 ,	2 3%	AGSM-AIM 19%
8	Erogasmet	278 214 ,	1 2%	3 826 ,	1 4%	Other 24%	operators
	Others	6 527 977 , ,	27 1%	64 972 ,	24 2%
	Total	24 071 000 , ,	100 0%	268 135 ,	100 0%

(*) 2021 data.

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

Economic results and investments 2014-2022

YEAR	EBITDA (Euro/mln)	EBITDA/user (Euro)	Investments (Euro/mln)
2022	64.8	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
2014	35.4	90	19.7

• 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
• 2022 decrease in EBITDA due mainly to the updating of the rate of return on RAB (from 6.3% down to 5.6%)
• 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)

Partnership with Aemme Linea Distribuzione and NED Reti Distribuzione Gas

Milano 2	Milano 3
348	629
600	531
2,500	2,100
277	245
520	500
2i Rete Gas (*) ALD & NED Italgas	2i Rete Gas (*) ALD & NED Italgas Unareti
	gas users in both the ATEM.

• On 25th February 2020 Ascopiave has been selected by ALD and NED as the industrial partner for a joint participation in each of the future gas assignment service tenders Milano 2 and Milano 3
• In the event of winning one tender, a company will be established whose share capital will be held 49% by AP Reti Gas (Ascopiave Group) and 51% by ALD and NED.
• The governance of the newly established companies will allow the Ascopiave Group to wholly consolidate the book value of the equity investments

Consortium to acquire A2A assets

• In line with the goal of consolidating its presence in the gas distribution sector, Ascopiave has been awarded the acquisition of assets from the A2A Group in consortium with ACEA and IREN
• July 2021: call for tender for the sale of the assets
• Establishment of a consortium formed by Ascopiave (58%), Acea (28%) and Iren (14%) to participate in the tender procedure
• 31st December 2021: signing of the agreement with A2A for the acquisition of the assets
• 1st April 2022: closing
• 31st January 2023: allocation of the assets among the consortium members according to the respective perimeter of interest has been completed.

Estenergy

→	The strategic repositioning of Ascopiave finalized on December 2019 ……………….	Pag. 21
→	Key figures related to Estenergy Group ……………………………………………….………………………………	Pag. 22
→	Put option of Ascopiave on Estenergy shares ……………………………………………….……………………	Pag. 23

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

2022 key figures related to the sales business run by Estenergy Group:

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

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 22 st June 2023

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

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 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.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 23 st June 2023

Cogeide
→ Cogeide ……………………………………………….…………………………………………………………………………………………………	Pag. 25

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 – 9th ITALIAN CEO CONFERENCE – 21 25 st June 2023

• 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 (now Asco EG), 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 a 60% stake in Salinella Eolico. The company is currently building a new wind farm in Calabria with a rated capacity of 21.6 MW.

Asco Renewables and Asco EG key figures	2022
Number of plants in operation	28
Installed capacity (MW)	62.5
Energy produced (GWh) of which about 18 GWh incentivized	89
The historical average of production is around which approx. 37 incentivized	168 GWh of

EBITDA (Euro/mln) 3.8

The 2022 results are affected by unfavorable regulatory measures on the electricity transfer price and low production

Asco TLC
→ Asco TLC …………………………………………………………………………………………….…………………….……………………………	Pag. 29

In January 2023, Ascopiave formed a partnership with Acantho (Hera Group), acquiring control of Asco TLC, a company active since 2001 in the provision of ICT services (connectivity and private cloud) mainly to corporate customers and public administrations

The acquisition represents the first step in a potentially larger transaction that would lead, through the merger of Asco TLC into Acantho, to the creation of a multi-regional operator capable of achieving significant operational synergies compared to stand-alone companies, with benefits for customers as well

Asco TLC has a significant owned territorial network in Veneto and Friuli-Venezia Giulia regions consisting of more than 2,200 km of fiber optic backbones, 56 radio broadcasting bridges, and 24 xDSL unbundling exchanges

Sustainability goals

→	Sustainability of Ascopiave ……………………………………………….…………….………………………………………….	Pag. 31
→	Environmental sustainability ………………………………………………………………………………………………….….	Pag. 32
→	Social sustainability ……………………………………………….…………………………………………………………….…….….	Pag. 33

Ascopiave's 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

Ascopiave is committed to the fight against climate change and intends to contribute to the decarbonisation goals defined at national and European level, through initiatives aimed, for example, at reducing CO² emissions and reducing the use of plastic in company offices

Social

Ascopiave promotes the improvement of the social quality standards of corporate activity with initiatives and policies that promote social values in its organisation and in favor of the local community, for example through training and inclusion programs for employees

Governance

Ascopiave, as a listed company, is aligned with the Best Practices of the sector in the composition of its Board of Directors and its Board of Statutory Auditors, respecting for example the legislation on gender equality. The new edition of documents such as the Code of Ethics, Remuneration Policy, Articles of Association, Management and Coordination Guidelines, envisages 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

CO²

Energy from renewable sources: the 380 kW photovoltaic plant and a geothermal plant, guarantee a significant reduction in pollution and consumption at the company's headquarters. Ascopiave has also entered the renewable generation business, investing in hydroelectric (27 plants for an installed capacity of 48.5 MW) and wind (1 plant for an installed capacity of 14 MW) power.

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

TEE management: through its subsidiary AscoEnergy (ESCo), 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 157 sq. m.

Ascopiave Group also promotes people's involvement in achieving economic and social sustainability goals in a context of mutual trust and collaboration

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 2022, 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: Ascopiave promotes the professional growth of its employees through continuous training and growth activities, with the aim of increasing the current digital skills of staff. During 2022, the average training hours per employee were 22.

Inclusiveness: the Group promotes the inclusion and enhancement of diversity, both in personnel selection and career development, as stipulated in the Code of Ethics and the personnel selection policy.

Work/life balance: Ascopiave pays special attention to the work/life balance of its workers: in particular, with a 2nd level contractual agreement, the company provides flexibility at the entrance and exit of the working day.

Maternity: for female workers who are mothers, Ascopiave allows them to obtain part time and/or have a more conciliatory work schedule until their child turns 12.

Strategy

→	Strategy ………………………………………………………………………………………………………………………………………….………	Pag. 35
→	Ascopiave's growth strategy in the gas distribution market ………………………………………	Pag. 37
→	Efficiency and innovation initiatives ……………………………………………………………………………………	Pag. 39
→	Gas distribution investment plan …………………………………………….……………………………………………	Pag. 41
→	Renewable energy …………………………………………….……………………………………………………………………………	Pag. 43
→	Diversification ……………………………………………….……………………………………………………………………………………	Pag. 45
→	Sustainability commitments ………………………………………………………………………….……………………………	Pag. 47
→	Economic and financial goals …………………………………………………………………………………………….………	Pag. 48
→	2022-2026 Group planned investments (Scenario A) ……………………………………………………	Pag. 49
→	2022-2026 Group planned investments (Scenario B) ……………………………………………………	Pag. 50
→	Financial projections to 2026 …………………………………………………………………………………………….………	Pag. 51

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 2022-2026 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
• ICT services
• 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 ATEM market share
Treviso 2	148 705 ,	17%	93%
Treviso 1	79 562 ,	9%	58%
Padova 1	168 658 ,	19%	78%
Vicenza 3	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%
Venezia 2	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.

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 digitisation of networks and processes. 2022-26 planned investments: Euro 8.4 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
• Internalisation 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 digitisation 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 digitisation 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 odorisation
  • 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. 2022-26 planned investments: Euro 12.4 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 grid, 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" gas
• Lower connection and operating costs for "green" gas 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

2022-26 planned investments: Euro 689 mln Expected EBITDA @ 2026: Euro 113 mln

(*)

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

Enterprise Value (to be carried out

technical investments companies

between 2023 and 2026)

acquired post 2022

out in 2022)

Investment in gas distribution current perimeter cumulated @ 2026

maintenance

infrastructure

innovation

development Other investments

Measurement equipment and

Digitalization, efficiency and

77

77

77

Network and facilities

Network and facilities maintenance 12 Network and facilities 19

12 Network and facilities maintenance ~342 km network, makeover of ~19k UDS¹ and ~350 FRG² and cabins interventions 12 Network and facilities 12 Network and facilities maintenance maintenance Measurement equipment and

Measurement equipment and infrastructure Measurement equipment and infrastructure maintenance Measurement equipment and 41¹² Network and facilities maintenance Measurement equipment and Measurement equipment and infrastructure infrastructure Digitalization, efficiency and 70

installation of ~298k meters infrastructure infrastructure Digitalization, efficiency and innovation 70

• Digitalization, efficiency and innovation Digitalization, efficiency and innovation including process digitization Digitalization, efficiency and innovation Digitalization, efficiency andinnovationinnovation Network and facilities Network and facilities development 70
• Network and facilities development Network and facilities development ~153 km of new pipelines and ~3k new UDS¹ Other investments ^{46 188} Network and facilities development Network and facilities developmentOther investments^{46 188} development Other investments
  • Other investments Other investments Other investments

46 188

46 188

46188

15

15

15

15

41

41

41

41

Investment in gas distribution M&A cumulated @ 2026

for Enterprise Value (*)(**) (already made in 2022): gas users 114k out in 2022) Enterprise Value (already carried out in 2022) out in 2022)

Enterprise Value (already carried

• for Enterprise Value (**) (to be carried out between 2023 and 2026): gas users 51k Enterprise Value (to be carried out between 2023 and 2026) Enterprise Value (to be carried out between 2023 and 2026)Enterprise Value (to be carried out between 2023 and 2026)
• for technical investments companies acquired post 2022 technical investments companies acquired post 2022 technical investments companiestechnical investments companies acquired post 2022

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

(*) Enterprise Value for the acquisition of the majority stake in Asco EG; (**) Enterprise Value of the acquired assets = Price for the equity + Net Financial Position

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

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 43 st June 2023

Renewable energy (2)

36

36

36

36

58

58

58

58

4

4

4

4

43

43

43

43

for EV (already made in

for EV (to be carried out between 2023 and 2026)

2022)

Investment green field and maintenance cumulated @ 2026

Development of new wind farms in Calabria already

Development of new wind power plants in the permit

Maintenance of plants in

Development of new photovoltaic systems at the permit application stage

application stage

operation

authorized

Development of new wind farms in Calabria already authorized Development of new wind farms in Calabria already Development of new wind farms in Calabria already authorized Development of new wind farms in Calabria already authorized Development of new wind farms in Calabria already

114 73 authorized 21.6 MW capacity, expected start of operation in 2024 authorized

• Development of new photovoltaic systems at the permit application stage Development of new photovoltaic systems at the permit application stage Development of new photovoltaic systems at the permit application stage 38.6 MW capacity, expected start of operation in 2024 and 2025 114 73 Development of new photovoltaic systems at the permit application stage Development of new photovoltaic systems at the permit application stage
• Development of new wind power plants in the permit application stage Development of new wind power plants in the permit application stage Development of new wind power plants in the permit application stage 36.0 MW capacity, expected start of operation in 2027 Development of new wind power plants in the permit application stage Development of new wind power plants in the permit application stage
• Maintenance of plants in Maintenance of plants in Maintenance of plants in operation Maintenance of plants in Maintenance of plants in

operation

operation

operation

operation

Investment in renewable energy M&A cumulated @ 2026

• for EV (already made in 2022) for Enterprise Value (*)(**) (already made in 2022):
  • o power 43.9 MW (hydroelectric) for EV (already made in
  • for EV (to be carried out between 2023 and 2026)o power 14.0 MW (wind) 2022)
• for Enterprise Value (**) (to be carried out between 2023 and 2026): for EV (to be carried out between 2023 and 2026)
  • o power 32.0 MW (wind)
  • o power 32.8 MW (solar)

(*) Enterprise Value for the acquisition of the majority stake in Asco EG; (**) Enterprise Value of the acquired assets = Price for the equity + Net Financial Position

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

(*) EBITDA of investment in green hydrogen is not reflected, as it is developed outside the plan horizon.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 45 st June 2023

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 GAS GREEN GAS

• 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 biogaspowered 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 25 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 47 years, ensuring uniformity in the distribution of the different age groups of employees.

Gender Equality Certification: activities aimed at obtaining gender equality certification will be undertaken.

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 by setting the goal of maintaining high levels of safety, promoting the integration of safety in all company activities and focusing on continuous staff training.

Sustainable vehicles: corporate fleet renewal according to the highest industry standards. By 2026, the electric/hybrid car fleet target is 24.6% (7% at 2022).

Waste: the Group is committed to maintaining the standard already achieved by sending over 99% of special waste for recovery.

Renewable power: photovoltaic power installed at the company's headquarters that will save, in terms of tons of CO² avoided from 2022 to 2026, more than 1,3 ktons.

Gas distribution asset renewal: energy efficiency upgrades and digitalization of the network by making it compatible with gases other than methane (biomethane, green synthetic gas, hydrogen-methane bleding, 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 preheating efficiency measures in REMI substations and the adoption of innovative methods to search for CH⁴ leakage in networks.

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 2026 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: 2.35% (2023: 4.00% / 2024-2026: 1.80%) - 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 @ 2026 (Scenario A)

€ 873 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, water service, ICT services)
• Centralized investments

Group investments 2022-2026 (*)	Scenario A	%
Gas distribution current assets	380	44%
M&A gas distribution	89	10%
Gas distribution	469	54%
Renewable energy	328	38%
Diversification	74	8%
Corporate	2	0%
Total investments	873	100%
Net equity divestments (**)	-497
Total net investments	376

The plan also includes funding investments by divesting the stakes held in EstEnergy and Hera Comm through the full exercise by 2026 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 @ 2026 (Scenario B)

€ 1,093 mln

Additional investment envisaged in case ATEM tenders are awared (payment of residual value of the plants to outgoing operators (Euro 197 mln) and investments to be executed under new concessions (Euro 23 mln))

Group investments 2022-2026 (*)	Scenario B	%
Total investments scenario A	873	80%
Gas distribution - tenders	220	20%
Total investments	1,093	100%
Net equity divestments (**)	-497
Total net investments	596

(*) 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 optimisation of the mix of financing sources

			SCENARIO A		SCENARIO B
(Euro/mln)	2021A	2022E	2026E	cagr %	2026E	cagr %
EBITDA	66	77	133	+15%	154	19%
EBIT	34	31	66	+21%	76	25%
Net financial income (*)	21	6	-7	n.a.	-13	n.a.
Net income	45	31	41	+7%	44	9%
Net invested capital	1,216	1,289	1,300	+0%	1,504	+4%
Net equity	869	873	927	+2%	930	+2%
Net financial position	347	416	373	-3%	575	+8%
Financial leverage	0.40	0.48	0.40	-4%	0.62	+7%

(*) Income from equity investments net of borrowing costs on debt.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 51 st June 2023

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

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 52 st June 2023

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 53 st June 2023

Gas distribution: sector overview

→	Gas distribution: legal framework ………………………………………………………………………………….……	Pag. 55
→	Gas distribution: sector key figures ……………………………………………………………………………….……	Pag. 56
→	Public tenders for the assigning of concessions ………………………………………………………………	Pag. 57
→	Regulation of the call of tenders …………………………………………………………………………………….………	Pag. 58
→	Compensation to be paid to the outgoing distributor ………………………………………………….	Pag. 59
→	Tariff regulation ……………………………………………………………………………………………………………………….………	Pag. 60

• 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 (*)	2021
No. of operators in Italy	188
Municipalities served	7,298
Volumes of gas distributed (bln/scm)	32.3
No. of users served (mln)	24.1
Length of the gas distribution network (km)	268,138
Regulatory asset base (RAB) (Euro/bln) (**)	18

Currently gas distribution sector is strongly concentrated:

• about 50% of RAB (**) is held by Italgas and F2i, the only operators with a national rank
• about 30% of RAB (**) is held by 14 medium size operators (RAB > Euro 100 mln), with a regional relevance
• about 20% of RAB (**) is held by small size operators

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

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 56 st June 2023

• 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) whenever the compensation is higher than 110% of the net invested capital remunerated by the tariff system (RAB), 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

2020 unit allowed opex based on weighted average of 2018 actual / allowed opex. X-factor aimed at reabsorbing the extra efficiency of the last regulatory period.

Unit allowed (*) opex	(**) 2019	2020	2021	2022	chg 22-19	chg % 22-19
/ Total end CO user	47 1	42 6	42 6	41 4	-5 6	0% -12

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

(**) The 2019 CO / end users - distribution calculation is a pro forma in connection with the acquisition of AP Reti Gas Nord Est assets from Hera Group in 2020

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
- distribution WACC	6 3%	6 3%	6 3%	6% 5	6% 5
WACC - metering	6 8%	6 3%	6 3%	5 6%	5 6%

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. 64
→	The role of the gas sector in the energy transition ………………………………………………….……	Pag. 65
→	The new infrastructure grid ………………………………………………………………………………………………….……	Pag. 66
→	Dynamics of the renewable energy sector in Italy ………….……………………………………….……	Pag. 67

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

(*) Source: Snam-Terna Scenario 2022 – LT Italy scenario (in terms of electricity requirements in line with the 2019 PNIEC and Snam-Terna's National Trend Italy (NT Italy) published in February 2021).

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 65 st June 2023

✓ Existing gas infrastructures can transport and store "green" gases and will be indispensable for supplying increasing quantities of gas to end users

✓ The final uses will be many: from industry to residential, from transport to the tertiary sector

✓ Starting with the significant production of biogas, a substantial increase in the production and injection of biomethane into the grid is expected

✓ Integration with the electricity system will allow the production and injection of both hydrogen and synthetic gas into existing networks, allowing for a reduction in emissions

Renewables in Italy show a trend of substantial growth over the past 10 years with a total installed capacity of ~60 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 requiring substantial investments (Euro 40-50 bln to 2030) and integrated planning at temporal and geographic levels

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

2019-2022 financial comparison ………………………………………………………………………………………………….	Pag. 70
FY 2022 financial results ……………………………………………………………………………………………………………….….	Pag. 74
3M 2023 financial results ……………………………………………………………………………………………………………….	Pag. 89

Ascopiave financial data (I)

2019-2022 financial comparison

→	Income statement	Pag. 71
→	Balance sheet	Pag. 72
→	Cash flows statement	Pag. 73

Income statement

(Thousands of Euros)		2022	2021	2020	2019
Revenues		163 651	134 911	163 896	124 911
(Cost of materials and consumables) raw (Cost of services) (Cost of personnel) (Other operating costs) Other operating income		(2 876) (50 968) (20 550) (21 647) 10 319	(2 063) (38 728) (17 017) 293) (11 571	782) (1 (36 776) (17 132) (44 511) 109	358) (1 (31 732) (14 500) (33 902) 1 479
EBITDA		77 930	66 382	63 805	44 898
and (Depreciations amortizations) (Provisions)		975) (45 (44)	(32 509) (34)	(34 465) (189)	(23 325) -
EBIT		31 911	33 838	29 151	21 573
Financial income / (expenses) Evaluation of companies with equity method		(1 811) 7 871	1 532 19 892	1 847 18 310	(1 117) 648
EBT		37 972	55 263	49 308	21 105
(Income taxes)		(6 999)	(9 937)	9 394	(6 626)
Earnings after taxes		30 974	45 326	58 701	14 479
Net income (loss) from discontinued operations		1 466	-	-	478 737
income Net		32 440	326 45	58 701	493 216
(Net income of minorities)		225	-	-	-
the Net income of Group		32 665	45 326	58 701	493 216

Balance sheet

(Thousands of Euros)	31/12/2022	31/12/2021	31/12/2020	31/12/2019
Tangible assets tangible Non assets Investments in associates Other fixed assets Fixed assets	138 432 759 743 436 287 43 877 1 378 339	58 012 647 279 521 359 35 169 1 261 819	33 443 626 685 729 515 34 276 1 210 134	34 694 615 108 449 945 22 687 1 122 433
Operating current assets (Operating liabilities) current (Operating liabilities) current non	166 408 (199 201) (63 072)	62 159 (59 727) (48 259)	128 046 (98 759) (47 071)	99 349 (82 458) (52 850)
working capital Net	(95 866)	(45 828)	(17 784)	(35 959)
invested capital held for sale Net assets	790 15	-	-	-
Total capital employed	298 262 1	215 991 1	192 350 1	086 1 474
Group shareholders equity	866 282	868 544	853 903	873 492
Minorities	20 123	(38)	-	-
financial position Net	411 857	347 485	338 447	212 981
Total sources	1 298 262	1 215 991	1 192 350	1 086 474

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 72 st June 2023

Cash flows statement

(Thousands of Euros)	2022	2021	2020	2019
Self financing	78.459	79.123	94.294	37.318
Change in net working capital (operating activities) Change in net working capital (fiscal activities)	109.522 (5.927)	5.785 (2.670)	(30.136) (21.553)	5.964 3.453
Change in net working capital	103.595	3.115	(51.688)	9.417
Capex in tangible and intangible assets Capex in companies acquisitions	(86.901) (149.227)	(52.862) (24.652)	(44.431) (68.598)	(34.440) (25.115)
Capex	(236.127)	(77.514)	(113.029)	(59.555)
Change in shareholders' equity	(10.298)	(13.763)	(55.042)	(82.645)
Net financial position change	(64.372)	(9.039)	(125.465)	(95.464)

Ascopiave financial data (II)

FY 2022 financial results

Financial highlights

→	FY 2022 consolidated income statement	Pag. 75
→	Consolidated balance sheet as of 31st December 2022	Pag. 76

Companies consolidated with full consolidation method

→	Operating data – gas distribution	Pag. 77
→	Operating data – renewable energies ……………………………………………………………………………………………….	Pag. 78
→	Revenues bridge	Pag. 79
→	EBIT bridge	Pag. 80
→	Gas distribution tariff revenues	Pag. 81
→	Other net operating costs	Pag. 82
→	Number of employees	Pag. 83
→	Cost of personnel	Pag. 84
→	Capex	Pag. 85
→	Net Financial Position and cash flow	Pag. 86
→	Financial debt and cost of debt	Pag. 87
	Estenergy Group
→	Estenergy Group financial highlights	Pag. 88

(Thousand of Euro)	12M 2022	12M 2021	Chg	Chg %
Revenues	163,651	134,911	28,741	+21%
(Purchase for other raw materials) costs	(2,876)	(2,063)	(813)	+39%
(Costs for services)	(50,968)	(38,728)	(12,240)	+32%
(Costs for personnel)	(20,550)	(17,017)	(3,533)	+21%
(Other costs) management	(21,647)	(11,293)	(10,354)	+92%
Other income	10,319	571	9,748	+1706%
EBITDA	77,930	66,382	11,548	+17%
(Amortizations and depreciation)	(45,975)	(32,509)	(13,466)	+41%
(Provisions)	(44)	(34)	(9)	+27%
EBIT	31,911	33,838	(1,927)	-6%
Financial income / (expenses)	(1,811)	1,532	(3,343)	-218%
(*) Evaluation of with method companies equity net	7,871	19,892	(12,021)	-60%
EBT	37,972	55,263	(17,291)	-31%
(Income taxes)	(6,999)	(9,937)	2,938	-30%
Earnings after taxes	30,974	45,326	(14,353)	-32%
result from discontinued operations Net	1,466	-	1,466	n.a.
Net income	32,440	45,326	(12,886)	-28%
of Net income minorities	225	-	225	n.a.
the Net income of Group	32,665	45,326	(12,661)	-28%

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

Consolidated balance sheet as of 31st December 2022

31/12/2022	31/12/2021	Chg	Chg %
138	58	80	+139%
432	012	420
,	,	,
759	647	112	+17%
743	279	464
,	,	,
436	521	(85	-16%
287	359	072)
,	,	,
43	35	8	+25%
877	169	708
,	,	,
378 339 1 , ,	261 819 1 , ,	116 520 ,	+9%
166	62	104	+168%
408	159	249
,	,	,
(199	(59	(139	+234%
201)	727)	474)
,	,	,
(63	(48	(14	+31%
072)	259)	813)
,	,	,
(95	(45	(50	+109%
866)	828)	038)
,	,	,
,	-	,	n.a.
1 298 262 , ,	1 215 991 , ,	82 272 ,	+7%
866	868	(2	-0%
282	544	261)
,	,	,
20 123 ,	(38)	20 161 ,	-52596%
886	868	17	+2%
405	505	900
,	,	,
411	347	64	+19%
857	485	372
,	,	,
298 262 1 , ,	215 991 1 , ,	82 272 ,	+7%
	15 790		15 790

(*) 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 349.5 mln (Euro 434.4 mln as of 31st December 2021); Hera Comm, Euro 54.0 mln (Euro 54.0 mln as of 31st December 2021); Acinque, Euro 24.3 mln (Euro 24.9 mln as of 31st December 2021); Cogeide, Euro 8.5 mln (Euro 8.1 mln as of 31st December 2021).

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 76 st June 2023

New consolidation area

(*) Including 12,225 end users served by Romeo Gas and referred to the perimeter of interest of Iren Group.

(**) Including 16.6 million of standard cubic meter of gas distributed by Romeo Gas and referred to the perimeter of interest of Iren Group.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 77 st June 2023

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

EBIT bridge

EBIT bridge (Thousand of Euro) 31,911 944 6,498 3,604 9,120 33,838 12M 2021 Change of the consolidation area Gas distribution tariff revenues Depreciations and amortizations Other net operating costs 12M 2022 (*) -1,927 -6%

(*) Further details on page 74 of the current presentation.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 80 st June 2023

(Thousand of Euro) (*)	12M 2022	12M 2021	Chg	Chg %
Gas distribution tariff revenues	113,561	108,852	4,708	+4%
distribution tariff Gas revenues	113,561	108,852	4,708	+4%

Change of the consolidation area: + Euro 11.2 mln

Decrease of gas distribution tariff revenues of equal consolidation area: - Euro 6.5 mln, following the revision of the rate of return on invested capital from 6.3% to 5.6%

(*) Economic data before elisions

(Thousand of Euro)	12M 2022	12M 2021	Chg	Chg %
Other revenues	48,483	24,532	23,951	+98%
Other of raw materials and services costs	(63,564)	(49,986)	(13,578)	+27%
Cost of personnel	(20,550)	(17,017)	(3,533)	+21%
Other operating net costs	(35,631)	(42,471)	6,840	-16%

Change of the consolidation area: - Euro 2.3 mln

Decrease of other net operating costs of equal consolidation area: + Euro 9.1 mln

of which:

• decrease of gas distribution concession fees: + Euro 0.4 mln;
• decrease of margin on energy efficiency tasks management: - Euro 0.8 mln;
• increase of cost of personnel: - Euro 2.0 mln;
• increase of costs for consultancy: - Euro 1.2 mln;
• increase of costs for gas and electricity users: - Euro 1.2 mln;
• increase of revenues toward the Estenergy Group and Amgas Blu due to the early termination of some service contracts: + Euro 6.5 mln;
• capital gains from the disposal of Estenergy shares (8%): + Euro 9.5 mln;
• increase of other non recurring costs: - Euro 2.4 mln;
• other variations: + Euro 0.3 mln.

(*) Economic data before elisions

Number of employees

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 83 st June 2023

(Thousand of Euro)

Change of the consolidation area: Euro 30.9 mln of which:

▪ investments in renewable energies: Euro 25.1 mln

Equal consolidation area:

• Gas distribution systems: Euro 41.5 mln
• Gas meters: Euro 11.5 mln
• Investments in hardware and software: Euro 1.9 mln
• Other: Euro 1.2 mln

(*) 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).

Net financial position and cash flow

(*) Cash flow = net income + amortizations and depreciation; (**) Net investments in tangible and intangible assets; (***) Price paid: - Euro 110.1 mln; Net Financial Position acquired: - Euro 39.1 mln.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 86 st June 2023

Financial debt and cost of debt

(Thousand of Euro) (*)	31/12/2022	31/12/2021	Chg	Chg %
financial borrowings months) Long (>12 term	178 538 ,	161 488 ,	17 050 ,	+11%
Current position of long financial borrowings term	119 280 ,	60 631 ,	58 649 ,	+97%
Bond loans	94 033 ,	25 000 ,	69 033 ,	+276%
Short financial borrowings (<12 months) term	(12 912) ,	96 462 ,	(109 374) ,	-113%
Total financial debt	378 939 ,	343 581 ,	35 358 ,	+10%
Fixed borrowings rate	290 164 ,	235 119 ,	55 045 ,	+23%
Floating borrowings rate	88 775 ,	108 462 ,	(19 687) ,	-18%

12M 2022 average cost of debt: 1.13% (vs 12M 2021 rate: 0.46%)

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

Income statement (*) Balance sheet (*)

(Thousand of Euro)	12M 2022	12M 2021
Revenues	1,657,396	957,070
(Purchase for other raw materials) costs	(1,391,670)	(572,242)
(Costs for services)	(189,587)	(278,664)
(Costs for personnel)	(15,973)	(15,879)
(Other costs) management	(957)	(1,308)
EBITDA	59,208	88,975
and (Depreciations amortizations) + (provisions)	(35,959)	(35,603)
EBIT	23,248	53,372
Financial income / (expenses)	896	1,724
EBT	24,145	55,097
(Income taxes)	(7,493)	(13,944)
income Net	16,652	41,153

(Thousand of Euro)	31/12/2022	31/12/2021
Tangible assets	4,100	4,725
Non tangible assets	634,106	648,542
Investments in associates	17,717	17,791
Other fixed assets	(19,658)	244
Fixed assets	636,265	671,302
Operating current assets	626,076	366,725
(Operating liabilities) current	(196,464)	(358,103)
(Operating liabilities) non current	(42,231)	(53,983)
working capital Net	387,380	(45,362)
Total capital employed	1,023,645	625,940
Shareholders equity	701,824	733,231
Net financial position	321,822	(107,291)
Total sources	1,023,645	625,940

(*) Data refers to 100% of Estenergy.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 88 st June 2023

Ascopiave financial data (III)

3M 2023 financial results

Financial highlights

→	3M 2023 consolidated income statement	Pag. 90
→	Consolidated balance sheet as of 31st March 2023	Pag. 91

Companies consolidated with full consolidation method

→	Operating data – gas distribution	Pag. 92
→	Operating data – renewable energies ……………………………………………………………………………………………….	Pag. 93
→	Revenues bridge	Pag. 94
→	EBIT bridge	Pag. 95
→	Gas distribution tariff revenues	Pag. 96
→	Other net operating costs	Pag. 97
→	Number of employees	Pag. 98
→	Cost of personnel	Pag. 99
→	Capex	Pag. 100
→	Net Financial Position and cash flow	Pag. 101
→	Financial debt and cost of debt	Pag. 102
Estenergy Group
→	Estenergy Group financial highlights	Pag. 103

(Thousand of Euro)	3M 2023	3M 2022	Chg	Chg %
Revenues	40,719	34,139	6,580	+19%
(Purchase for other raw materials) costs	(803)	(895)	92	-10%
(Costs for services)	(11,929)	(11,428)	(500)	+4%
for personnel) (Costs	(5,377)	(5,140)	(237)	+5%
(Other costs) management	(6,550)	(3,548)	(3,002)	+85%
Other income	4,201	36	4,165	+11571%
EBITDA	20,261	13,163	7,098	+54%
(Amortizations and depreciation)	(11,723)	(10,275)	(1,449)	+14%
(Provisions)	(160)	(2)	(157)	+7188%
EBIT	8,378	2,886	5,492	+190%
Financial income / (expenses)	(2,654)	(837)	(1,816)	+217%
(*) Evaluation of companies with equity method net	567	10,831	(10,264)	-95%
EBT	6,291	12,880	(6,588)	-51%
(Income taxes)	(702)	(916)	214	-23%
Earnings after taxes	5,589	11,963	(6,374)	-53%
Net result from discontinued operations	44	-	44	n.a.
Net income	5,633	11,963	(6,330)	-53%
Net income of minorities	188	221	(33)	-15%
income of the Group Net	5,821	12,184	(6,363)	-52%

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

Consolidated balance sheet as of 31st March 2023

31/03/2023	31/12/2022	Chg	Chg %
			+8%
			+2%
			-2%
44 742 ,	43 877 ,	865	+2%
1 397 194 , ,	1 378 339 , ,	18 855 ,	+1%
178 327 ,	166 408 ,	11 919 ,	+7%
(204 485) ,	(199 201) ,	(5 283) ,	+3%
(67 217) ,	(63 072) ,	(4 145) ,	+7%
(93 375) ,	(95 866) ,	2 490 ,	-3%
3 672 ,	790 15 ,	(12 118) ,	-77%
1 307 491 , ,	1 298 262 , ,	9 228 ,	+1%
855 130	866 282		-1%
19 028 ,	20 123 ,	(1 095) ,	-5%
874 158 ,	886 405 ,	(12 247) ,	-1%
433 333 ,	857 411 ,	21 476 ,	+5%
, ,	, ,	,	+1%
	149 079 , 776 733 , 426 640 , , 1 307 491	138 432 , 759 743 , 436 287 , , 1 298 262	10 647 , 16 990 , (9 646) , 152) (11 , 9 228

(*) 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 339.9 mln (Euro 349.5 mln as of 31st December 2022); Hera Comm, Euro 54.0 mln (Euro 54.0 mln as of 31st December 2022); Acinque, Euro 24.3 mln (Euro 24.3 mln as of 31st December 2022); Cogeide, Euro 8.5 mln (Euro 8.5 mln as of 31st December 2022).

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 92 st June 2023

New consolidation area

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 93 st June 2023

(*) 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 – 9th ITALIAN CEO CONFERENCE – 21 94 st June 2023

(*) Further details on page 97 of the current presentation.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 95 st June 2023

(Thousand of Euro) (*)	3M 2023	3M 2022	Chg	Chg %
Gas distribution tariff revenues	29,753	25,816	3,937	+15%
distribution Gas tariff revenues	29,753	25,816	3,937	+15%

Change of the consolidation area: + Euro 3.5 mln

Increase of gas distribution tariff revenues of equal consolidation area: + Euro 0.5 mln

(*) Economic data before elisions

(Thousand of Euro)	3M 2023	3M 2022	Chg	Chg %
Other revenues	10,561	7,941	2,620	+33%
Other of raw materials and services costs	(14,677)	(15,454)	778	-5%
Cost of personnel	(5,377)	(5,140)	(237)	+5%
Other operating net costs	(9,492)	(12,653)	3,161	-25%

Change of the consolidation area: - Euro 2.1 mln

Decrease of other net operating costs of equal consolidation area: + Euro 5.3 mln

of which:

• decrease of gas distribution concession fees: + Euro 0.1 mln;
• decrease of cost of personnel: + Euro 0.1 mln;
• decrease of costs for consultancy: + Euro 1.1 mln;
• increase of costs for gas and electricity users: - Euro 0.2 mln;
• capital gains from the disposal of Romeo 2 shares (100%): + Euro 4.0 mln;
• increase of other non recurring costs: - Euro 0.8 mln;
• other variations: + Euro 1.1 mln.

(*) Economic data before elisions

Number of employees

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 98 st June 2023

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 99 st June 2023

(Thousand of Euro)

Change of the consolidation area: Euro 0.9 mln

Equal consolidation area:

• Gas distribution systems: Euro 8.3 mln
• Gas meters: Euro 2.7 mln
• Investments in renewable energies: Euro 1.6 mln
• Investments in hardware and software: Euro 0.1 mln
• Other: Euro 0.2 mln

(*) 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).

(*) Cash flow = net income + amortizations and depreciation; (**) Net investments in tangible and intangible assets; (***) Sale of tangible and intangible fixed assets following the Romeo 2 operation; (****) Price paid: - Euro 38.5 mln; Net Financial Position acquired: + Euro 1.8 mln.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 101 st June 2023

Financial debt and cost of debt

(Thousand of Euro) (*)	31/03/2023	31/12/2022	Chg	Chg %
financial borrowings months) Long (>12 term	164 829 ,	178 538 ,	(13 709) ,	-8%
Current position of long financial borrowings term	115 397 ,	119 280 ,	(3 883) ,	-3%
Bond loans	93 744 ,	94 033 ,	(289)	-0%
Short financial borrowings (<12 months) term	54 693 ,	(12 912) ,	67 605 ,	-524%
Total financial debt	428 663 ,	378 939 ,	49 724 ,	+13%
Fixed borrowings rate	281 208 ,	290 164 ,	(8 956) ,	-3%
Floating borrowings rate	147 455 ,	88 775 ,	58 680 ,	+66%

3M 2023 average cost of debt: 1.91% (vs 12M 2022 rate: 1.13%)

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

Income statement (*) Balance sheet (*)

(Thousand of Euro)	3M 2023	3M 2022
Revenues	387,075	560,473
(Purchase for other raw materials) costs (Costs for services) (Costs for personnel) (Other costs) management	(408,536) 39,591 (3,808) (106)	(452,264) (65,055) (3,947) (258)
EBITDA	14,216	38,949
(Depreciations and amortizations) + (provisions)	(10,566)	(10,192)
EBIT	3,651	28,757
Financial income / (expenses)	(3,882)	625
EBT	(232)	29,382
(Income taxes)	54	(5,841)
Net income	(177)	23,541

(Thousand of Euro)	31/03/2023	31/12/2022
Tangible assets	4,037	4,100
Non tangible assets	633,103	634,106
Investments in associates	18,284	17,717
Other fixed assets	863	(19,658)
Fixed assets	656,287	636,265
Operating current assets	314,098	626,076
(Operating liabilities) current	(113,601)	(196,464)
(Operating liabilities) non current	(55,830)	(42,231)
Net working capital	144,667	387,380
Total capital employed	800,953	1,023,645
Shareholders equity	677,796	701,824
financial Net position	123,158	321,822
Total sources	800,953	1,023,645

(*) Data refers to 100% of Estenergy.

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 103 st June 2023

Ascopiave Group – 9th ITALIAN CEO CONFERENCE – 21 104 st June 2023

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.