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Ascopiave

Management Reports Jan 15, 2021

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Strategic Plan 2020-24

Pieve di Soligo, 15 January 2021

Index

Ascopiave at a glance

Ascopiave Group, listed on the STAR segment of the Italian Stock Exchange, is a solid, reliable and transparent counterpart for its stakeholders

Gas distribution Gas distribution activities represent the core business of the Group, currently leader in the Veneto region and 5th largest operator at a national level

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

The economic-financial objectives are combined with those of the main stakeholders and are integrated with the social and environmental goals

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

The "Sustainable Development Goals" identified by Ascopiave will be the elements on which the Group will base its sustainable growth path

Ascopiave Group holds a portfolio of assets with stable profitability and a low risk profile

Net Invested Capital 20201

Internally consolidated investments 2

  • Investment in EstEnergy
  • Other investments

Gas distribution – Positioning and operating data

Thanks to its size and favorable territorial positioning, Ascopiave Group has been and will continue to be among the protagonists of the consolidation of the sector

Group consolidation

  • Ascopiave Group has completed 12 company acquisitions since 2000
  • Significant increase in the customer base and in the municipalities served
  • Expansion of the geographic basin

Current territorial presence

  • 5th largest national operator in the sector
  • Regional leader in Veneto
  • Significant presence in some areas of Lombardy and Friuli Venezia Giulia

Competitive context in Veneto2

Ascopiave Group – Operating data 20201

Ascopiave Group – Strategic Plan 2020-2024 10 Notes: 1Preliminary. Source: 2Ascopiave elaboration on sector information and Mi.SE data 31.12.2012.

Gas distribution – Main economic-financial data

Gas distribution is a regulated business, characterised by a low level of risk and mostly stable and predictable economic results

EBITDA

Constancy of economic results and cash flows guaranteed by the stability of the regulation and increase in EBITDA supported by the growth in the number of customers served over the years

Ascopiave achieves excellent profitability of operational management, confirmed by a return on investment (ROI) higher than the rate of return envisaged by the regulator (regulatory WACC)

Return on invested capital 20202

Ascopiave Group – Strategic Plan 2020-2024 11 Notes: 1Titoli di Efficienca Energetica – Energy Efficieny Certificates; 2Preliminary; 3EBIT adj. (adjusted for the amount of license fees paid to local authorities and for the alignment between accounting and tariff depreciation) / RAB.

Investment in EstEnergy – Gas and power retail

Ascopiave holds a stake in the EstEnergy group, leader in northeastern Italy in the sale of gas and electricity

52% 48% EBITDA 80 m€ Electricity sold 1,205 GWh Gas sold 1,003 mScm Retail customers power 312 k Retail customers gas 748 k EstEnergy – Operating data 20201 Extraordinary transaction completed with Hera in December 2019 ▪ Strategic repositioning of the Group ▪ Valorisation of sales activities ▪ Risk mitigation of commercial activities

Governance

  • Control by the Hera group
  • Ascopiave's representation in the administrative and control bodies
  • Veto rights on relevant decisions

Dividend distribution

€ ▪ Annual distribution of 100% of generated profits

Ascopiave Group – Strategic Plan 2020-2024 12 Notes: 1Preliminary.

EstEnergy and Hera Comm – Put option

Ascopiave holds a put option on the current equity investments in EstEnergy and Hera Comm, characterized by excellent operating conditions

  • Option that can be fully or partially exercised by December 2026
  • Strike price equal to the maximum between:
  • ➢ Fair market value;
  • ➢ Floor price: value of the initial investment increased by 4% (net of distributed dividends);
  • ➢ Initial investment value: equal to 395 m€.
  • 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.

  • Option that can be fully or partially exercised between December 2021 and December 2026

  • Exercise price equal to the value of the initial investment (54 m€) increased by 5% (net of distributed dividends)

1. Maximisation of the strike price

2. Reinvestment of the proceeds from the sale

Investment in Cogeide – Water management services

Ascopiave has recently acquired Cart Acqua, active in the Water Management Service in an area already covered by the Group in gas distribution, with potential operational and geographical synergies

The low debt in relation to the risk profile of the assets held allows to seize new investment opportunities in line with the strategic pillars

Sustainability of Ascopiave

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

Sustainable Finance

ESG linked loan: credit lines with a rate linked to the achievement of specific targets of some ESG indicators

In 2020 Ascopiave subscribed the first ESG linked loan with Intesa Sanpaolo S.p.A. for a total amount of € 50 million and a duration of 3 years

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

Environmental sustainability

Ascopiave Group has always paid great attention and commitment to environmental issues, with the aim of minimising the environmental impact of its activities

Renewable energy sources: thanks to a 200 kW photovoltaic system and a geothermal system, we guarantee a significant reduction in pollution and consumption at the company headquarters

CO2 emission reduction: for some time we have been implementing the best technologies for constant monitoring of consumption and instilling sustainable behaviors

Extension of the company green spaces: the company roofs were converted in gardens, for a total of 28.000 square meters of outdoor greenery equipped with an intelligent irrigation system and a rainwater collection system

Plastics: drastic reduction in the consumption of plastic bottles at the offices thanks to the installation of various dispensers in common areas and the distribution of reusable bottles to each employee

District heating/cogeneration: Through the management of 3 cogeneration plants with adjoining district heating networks serving about 700 civil-, commercial- and public customers and some heating systems serving condominiums, we contribute to the improvement of air quality in urban centers

TEE Management: Through the subsidiary Asco Energy (ESCo), Ascopiave manages the procurement of the Group's energy efficiency certificates in the most effective way

Social sustainability

Ascopiave Group promotes the involvement of personnel in the achievement of sustainability goals and values the contribution of people in a context of mutual trust and collaboration

Formation: Ascopiave promotes the professional skills of its employees through training and continuous growth, also in order to increase the current digital skills of the staff

Inclusivity: the Group, following an inclusive approach, is sensitive to the issues of equal opportunities both for the management and for the selection of personnel, focusing on a minimum recruitment quota of 65% under 35

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

Maternity: for working mothers with children up to 11 years of age, Ascopiave allows part-time work and / or have a more conciliatory working schedule

Cafeteria service: Availability of the canteen service with a focus on the provision of sustainable menus with the aim of reducing the use of water related to the production and consumption of food and CO2 emissions

3. Context and market trends

The road to a decarbonised future brings with it new challenges and development opportunities for energy sector operators

New challenges for the "gas system" and for infrastructure managers

Innovation Efficiency Sustainability Biomethane Hydrogen Synthetic gas

New development opportunities in

sustainable sectors

Ascopiave Group – Strategic Plan 2020-2024 20

The European and Italian decarbonisation goals

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

Role of the gas sector in the energy transition

Gas is a key source for achieving sustainability goals through the evolution of infrastructure and new network management methods

Ascopiave Group – Strategic Plan 2020-2024 22 Source: 1Snam-Terna Scenario 2019 – Centralised Scenario (characterised by a strong development of centralised renewable / low carbon technologies and by the hypothesis of achieving the 2030 targets set out in the Clean energy for all Europeans Package).

The new infrastructure grid

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

The new infrastructure grid – Biomethane

A significant contribution from biomethane is expected in the future demand for gas in Italy, also thanks to its key role in decarbonisation and a circular economy

Ascopiave Group – Strategic Plan 2020-2024 24 Sources: 1Snam-Terna Scenario 2019 – Centralised Scenario (characterised by a strong development of centralised renewable / low carbon technologies and by the hypothesis of achieving the 2030 targets); 2 IES Biogas.

The new infrastructure grid – Green hydrogen

Thanks to multiple advantages in terms of uses and production, also considering the integration with other energy carriers, hydrogen will represent a key technology underlying the energy transition

Potential benefits of hydrogen

Ascopiave Group – Strategic Plan 2020-2024 25 Sources: 1Snam-Terna Scenario 2019 – Centralised Scenario (characterised by a strong development of centralised renewable / low carbon technologies and by the hypothesis of achieving the 2030 targets); 2 International Energy Agency.

Role of hydrogen2

The new infrastructure grid – Synthetic gas

The production of synthetic gas represents a further opportunity to decarbonise the gas networks through the valorisation of the generated emissions

Ascopiave Group – Strategic Plan 2020-2024 26 Sources: 1Snam-Terna Scenario 2019 – Centralised Scenario (characterised by a strong development of centralised renewable / low carbon technologies and by the hypothesis of achieving the 2030 targets); 2Mebrahtu et al., Stud. Surf. Sci. Catal. 178 (2019) pag. 85.

Dynamics of the gas distribution sector in Italy

Gas distribution in Italy is now a mature and consolidated sector, with the need to renew itself to meet the challenges arising from the evolution of the energy system

The gas distribution sector recorded a gradual consolidation, favored by:

  • ✓ Rules for awarding concessions for ATEM1
  • Economies of scale deriving from centralised management

No. of gas distribution operators in Italy2

The energy system transformation scenario will require a renewal of the sector, in terms of:

  • Technological and industrial renewal
  • ✓ Rethinking of the business management methods

Examples of necessary renovations

Upgrade of distribution networks

✓ To safely allow the distribution of gas with increasing percentages of hydrogen

Reduction of CO2 and CH4 emissions

✓ Through operational efficiency measures aimed at greater sustainability of the activities

The sector regulation

The current sector regulation guarantees stability and risk containment. Furthermore, the regulatory evolutions expected by ARERA will lead to greater attention on cost efficiency and innovation

Current regulation

  • ➢ The current legislative and regulatory framework is characterised by stability and transparency and guarantees:
  • Stability of economic results and cash flows
  • Recovery of the value of the investments made at the end of the concession
  • ✓ Recognition of operating costs based on predefined productivity recovery rates
  • ✓ Rate of return on capital updated periodically on the basis of market parameter evolution
  • ➢ The current regulation therefore ensures a limited operational risk for gas distribution activities

Regulatory evolution

  • ➢ For the future, ARERA foreshadows the introduction of output-based tariff methods, with greater attention to cost management:
  • ✓ Remuneration of new investments based on standard costs
  • Selectivity of recognisable investments, to be justified with cost-benefit analyses
  • ➢ The paradigm shift will support the rationalisation of the sector:
  • Opportunity for efficient companies to improve their profitability
  • Risk of under-remuneration of capital for inefficient companies
  • Incentives for aggregations

Regulatory innovation

  • DCO 170/2019/R/gas Innovative incentivised initiatives
  • ✓ Injection of biomethane and other "green" gases into the networks
  • Convergence between the gas and electricity sectors
  • ✓ Reduction of methane emissions into the atmosphere
  • DCO 39/2020/R/gas Pilot projects of innovative solutions
  • Optimised management of networks (e.g. bidirectionality, accumulation, loss reduction)
  • Innovative uses of networks (e.g. power to gas, power to hydrogen, etc.)
  • Technological / management innovation (e.g. digitisation of networks and processes)

4. Strategic Plan 2020-24

Strategic pillars

Quantitative projections

Shareholder remuneration

Ascopiave's current positioning and competences in the gas distribution sector constitute solid foundations to support the growth of the perimeter of the activities managed in a sector undergoing consolidation

Ascopiave Group – Strategic Plan 2020-2024 31 Notes: 1Only in case ATEM tenders are awarded; 2Of which 54 m€ for the Enterprise Value of the M&A targets and 11 m€ for subsequent maintenance and network development.

Growth Diversification Efficiency Innovation

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

Selection criteria for ATEM of interest

  • Valorisation of economies of scale and synergies
  • Competitive advantages over potential competitors
  • Fair risk/return balance

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

Priority to development in the Veneto region, consolidating the current leadership position 1.

2. Territorial focus: Northern Italy

3. Participation in tenders in currently managed ATEM and in other contestable ATEM

Ascopiave Group – Strategic Plan 2020-2024 32 Notes: 1Deadline for submitting the application form. Source: 2Ascopiave elaboration on sector information and Mi.SE data 31.12.2020.

Growth through M&A, partnerships and RTIs

Growth Diversification Efficiency Innovation

The entry into activities with synergies with respect to the core business allows Ascopiave to maximise the value generated by the Group, exploiting and enhancing the internal competences

R

S

E

Growth Diversification Efficiency Innovation ▪ Focus on areas where the core business is located ▪ Investment in upgrading of existing agricultural biogas plants and exploitation of potential greenfield investments ▪ Structuring of partnerships with operators in the agricultural sector with a view to «revenue sharing», leveraging on internal management competences ACTION PLAN ▪ Presence of ten-year incentives (ca. 0.6€/Scm) on biomethane production for transport (up to production of 1.1 mScm by 2022) ▪ Reduction of greenhouse gas emissions in the agricultural sector (equal to 7% of national emissions)1 ▪ Conversion of existing plants following the expiration of the incentives for the production of electricity (over 100 MW of incentivised power expiring by 2028 in Veneto)2 ▪ Infrastructural complementarity with gas distribution networks ▪ Consolidation of competences in terms of "flexible" management of distribution networks (experimentation with bidirectional REMI cabins3 ) ~10 m€ cumulated investments @ 2024 ~0.1 m€ EBITDA generated @ 2024*

*It is expected that the biomethane initiative will be fully operational starting from 2027, generating from that moment an EBITDA equal to approximately 2 m €/year and therefore does not fall within this strategic plan

S

E

R ▪ Presence of incentive mechanisms (especially for small plants) ▪ Potential development of new contractual forms to contain price fluctuations (PPA) ▪ Priority of dispatching of non-programmable RES compared to traditional sources

  • Central role of renewable sources in the context of the ongoing energy transition (expected coverage of 55% of electricity consumption by 2030 on a national basis through RES vs 35% in 2017)1
  • Possibility of leveraging competences in terms of remote management of infrastructures, developed in the core business
  • Presence of operators specialised in the management of RES plants, enabling the potential sharing of competences

▪ Structuring of a plant portfolio, preferably under an incentive scheme, through M&A operations ACTION PLAN ~73 m€ cumulated investments @ 2024

▪ Consolidation of management competences through external growth and/or partnership agreements with specialised operators

~7.5 m€ EBITDA generated @ 2024

Growth Diversification Efficiency Innovation

Growth Diversification Efficiency Innovation R S ▪ Presence of medium-long term contracts with counterparties, similar to concession contracts ▪ Presence of incentive mechanisms to support investments (in particular TEE, which are an obligation for DSOs) ▪ Primary role in reducing emissions, at the heart of national and European policies (the PNIEC sets an annual savings target of 0.8% in terms of primary energy, corresponding to a cumulative savings of 51 Mtoe1 in 2021-2030)

▪ Possibility of leveraging internal competences in terms of energy service management, as well as corporate services

▪ Focus on areas where the core business is located ▪ Supervision of energy services aimed at Business customers and Public Administration, both through ESCo contracts, Project Financing and public tenders ▪ Consolidation of internal competences ACTION PLAN ~10 m€ cumulated investments @ 2024

and preparation for potential growth for external lines (through M&A) aimed at sharing know-how and achieving economies of scale

~1.5 m€ EBITDA generated

Growth Diversification Efficiency Innovation R S E ▪ Investments in partnerships with industry operators through M&A and participation in tenders for the award of the service ▪ Provision of technical services to sector operators ▪ Integration and consolidation of internal and external technical competences ACTION PLAN ▪ Regulated activity with return on invested capital through a tariff mechanism defined by the sector Authority - ARERA (WACC for the regulatory period 2020-2023 equal to 5.24%) ▪ High potential need for investments in the sector in order to reduce the infrastructure gap and contain water losses (60% of the national water network is over 30 years old and 25% over 50 years old, while the losses exceed 40%)1 ▪ Growing trend in investments (+ 24% in 7 years from 2011 to 2017) with forecast for the two-year period 2018 - 2019 of an annual amount of c. 3.5 billion €2 ▪ Complementarity from the point of view of competences in the management of network infrastructure businesses ▪ Acquisition of background for potential participation in tenders for service assignment ~25 m€ cumulated investments @ 2024 ~2 m€ EBITDA generated @ 2024

Based on the evolution of the market context, the regulatory framework and technological progress, further potential areas of development have been identified, currently not valued in the plan

Ascopiave has achieved appreciable results in terms of management efficiency, implementing organisational and technological solutions functional to the purpose

Historical costs per customer1

Reorganisation of activities

Starting from 2016, an extensive process of reorganisation of the distribution activities was launched which involved all the companies of the Group:

  • Renewal and re-engineering of systems and procedures;
  • Rationalisation of the operational and logistic offices in the area;
  • Centralised and integrated management of all the main processes;
  • Adoption of new state-of-the-art information systems for the management of the workforce and commercial distribution services.

This has allowed the optimisation of the use of resources, allowing the internalisation of many contracted activities to third parties in order to reduce management costs and increase the possibility of making investments

Post-merger integration

  • Ascopiave has solid experience in the integration of post-acquisition companies, with the achievement of management improvements with a reduction in costs and an increase in the quality of services
  • The following examples of integration are noted in particular:
  • ✓ 2017: Pasubio Group (90k PDR) integrated in AP Reti Gas Vicenza
  • ✓ 2019: Unigas Distribuzione (110k PDR) integrated in Edigas
  • ✓ 2020: Asset Atem Padova 1, Udine 3 e Pordenone (180k PDR) integrated in AP Retigas Nord Est

Ascopiave Group – Strategic Plan 2020-2024 40 Notes: 1 Indexed costs based on the costs recorded in 2016, which incorporate both the general costs of the distribution companies and the costs for Corporate services; 2Preliminary.

Improving operating and economic efficiency is at the heart of Ascopiave's management policies which intends to follow up on the excellent results achieved over the last few years

Company policies and practices in support of efficiency

  • ➢ Continuous monitoring of process efficiency through dedicated operating systems and organisational resources
  • ➢ Incentive-based remuneration of staff, based on economicmanagement efficiency indicators

Interventions in areas and tools subject to potential improvement

  • ➢ Innovative technological solutions/digitisation
  • ➢ Efficiency of internal organisational processes
  • ➢ Optimised management of existing relationships with external suppliers

Plan

  • ✓ Reduction of the incidence of general and industrial costs
  • ✓ Maintaining a lean and flexible cost structure

Growth Diversification Efficiency Innovation

▪ The Group aims to install sensors capable of

physical infrastructure in order to:

pressure and odorisation

plant conditions

"green" gases

detecting, recording, transmitting and executing commands by creating a digital twin of the

o Optimise network monitoring in terms of

o Acquire data in real time and simulate

o Adapt the network for the introduction of biomethane and in the future of other

~2.1 m€ cumulated investments @ 2024

Ascopiave plans to increase its operational and economic efficiency through the digitisation of networks and processes

  • 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 envisaged, in compliance with the objectives set by the authority and in order to plan such interventions in the most opportune way
  • The identification of the right mix between Radio Frequency and P2P1 meters, and the economies of scale generated by the coverage of large areas of the territory, will allow a significant optimisation of operating costs

SMART METER INSTALLATION NEWORK DIGITISATION 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

~5.5 m€

cumulated investments @ 2024

Benefits expected from efficiency initiatives

Consumption profiling

Reduction of operating costs

Intervention prioritisation

Predictive maintenance

Reduction of network losses

Efficiency and sustainability

Growth Diversification Efficiency Innovation

The plan includes investments and initiatives aimed at improving corporate efficiency through greater sustainability in both environmental and social activities

Staff training: target of 15 hours/year of training per employee by enriching the training offer in e-learning mode and offering online training content, collected within a structured platform

Asset renewal: conversion of the first six gas compression plants into gas / electric hybrids and start of energy efficiency initiatives on existing assets

Sustainable vehicles: company fleet renewal according to the highest industry standards, also experimenting with the use of vehicles powered by alternative fuels

Renewable power: further increase in the photovoltaic power installed at the company headquarters (+87%) which will allow a saving, in terms of tonnes of CO2 avoided from 2020 to 2024, equal to 805 tonnes

Reduction of CO2 and CH4 emissions: through the implementation of interventions to improve the efficiency of the preheating in the REMI cabins and the adoption of innovative methods for the research of CH4 dispersions in the networks

Innovation management is a crucial activity for Ascopiave and targets both short and mediumlong term goals

Growth Diversification Efficiency Innovation

Short term goals

Interventions with immediate positive effects on income:

  • ✓ Optimisation of operating costs
  • ✓ Interventions encouraged by current regulations

Medium term goals

Strategic investments:

  • ✓ Competitive potential improvement in ATEM competitions
  • ✓ Offer improvement in innovation

Long term goals

Strategic investments :

  • ✓ Technological adaptation of networks and infrastructures as a contribution to the competitiveness of the "gas system" vs. alternative energy carriers:
    1. Cost competitiveness
    1. Convergence with environmental objectives

Group guidelines to be pursued

In the next few years Ascopiave will execute an organic program of innovative interventions aimed at the evolution of the infrastructure and the improvement of its safety and functional efficiency

4. Strategic Plan 2020-24

Strategic pillars

Quantitative projections

Shareholder remuneration

The plan projections have been elaborated and defined taking into consideration both the main risk elements typical of the reference sectors, and the characteristics of Ascopiave

Main rationales

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 hypotheses1 :
  • o 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;
  • o Scenario B: in addition to the growth expected in scenario A, the launch and award of 2 ATEM tenders in the two-year period 2023-2024 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:
  • o Inflation dynamics (+)
  • o Economic-management efficiency targets (-)

Implementation of M&A initiatives and diversification into other activities

▪ Achievement of reasonable growth targets through M&A and diversified asset investment initiatives

The plan provides for the realisation of a significant volume of investments, aimed both at the maintenance and development of the existing network and at the expansion of activities on new synergistic businesses

Cumulative net investments1 @ 2024

Ascopiave Group – Strategic Plan 2020-2024 48 Notes: 1Net of € 22m deriving from divestments in current networks and plants in case ATEM tenders are awarded (Scenario B); 2Acquisition carried out in 2020 for a value of approximately 8 m€; 3Acquisition carried out in 2020 for a value of approximately 27 m€.

Investments in gas distribution

Most of the planned investments concern gas distribution, with significant interventions in the current perimeter and possible further increases in the event that ATEM tenders are awarded

in case ATEM tenders are awarded (Scenario B)

Ascopiave Group – Strategic Plan 2020-2024 49 Notes: 1Net of € 22m deriving from divestments in current networks and plants in case ATEM tenders are awarded (Scenario B); 2 Impianto di derivazione d'utenza – User connecting gas pipes; 3Gruppo di riduzione finale – Final pressure reduction station.

Results expected from the individual initiatives

The implementation of the initiatives considered will lead, over the plan horizon, to a progressive and stable growth of the value generated in terms of EBITDA

The growth prospects, both internally and externally, will determine further consolidation of the Group in the distribution sector and diversification into synergistic sectors

in case ATEM tenders are awarded (Scenario B)

Ascopiave Group – Strategic Plan 2020-2024 51 Notes: 1Preliminary; 2Emissions scope 1 e 2; 3The baseline chosen for emissions is 2019, since 2020, due to the distortions brought about by the COVID-19 pandemic, cannot be considered representative.

In both scenarios that were considered, the Group's economic results are expected to grow by 2024

m€ 20201 2024 Scenario A CAGR 2024 Scenario B CAGR Δ
2024 Scenario B vs A
Revenues 216 270 6% 332 11% 62 23%
EBITDA 62 87 9% 107 15% 20 23%
EBIT 27 36 7% 47 15% 11 31%
Net financial
income2
20 26 7% 24 5% -2 -8%
Net income 40 51 6% 58 10% 7 14%

Ascopiave Group – Strategic Plan 2020-2024 52 Notes: 1Preliminary; 2 Income from equity investments net of financial charges on debt.

Net Invested Capital and financial leverage

Over the plan horizon a growth in invested capital and an optimisation of the mix of funding sources is expected

Ascopiave Group – Strategic Plan 2020-2024 53 Notes: 1Preliminary; 2Ratio between debt and net equity; 3Net Financial Position.

Distribution of the generated economic value

Ascopiave's strategy aims to create value for its stakeholders, distributing the wealth produced to contribute to the economic and social growth of the context in which the Group operates

Ascopiave Group – Strategic Plan 2020-2024 54 Notes: 1The added value is determined by the value generated in the reference period and partly redistributed, in various forms, to the Group's stakeholders.

4. Strategic Plan 2020-24

Strategic pillars

Quantitative projections

Shareholder remuneration

Financial management goals

Ascopiave is focused on cost of capital efficiency and financial flexibility in order to create value for shareholders in the long term

Financial debt management

    1. Pro-active management of deadlines
    1. Optimised treasury management (cash pooling)
    1. Consistency of the timing of sources and uses
    1. Refinancing target: share of fixed rate loans in the plan period> 75%

Equity management

    1. No need to resort to new contributions from shareholders
    1. Purchase of own shares for possible exchanges in extraordinary business transactions
    1. Stable, profitable and sustainable distribution of dividends

Use of financial leverage to cover the needs of planned investments

1. Efficiency of the financial structure and cost of capital 2. Financial flexibility

Value creation for shareholders

Over the 2015-2020 period, the listing of the Ascopiave stock achieved a significant appreciation

Stock performance (ASC.MI) on the stock exchange from 01.01.2015 to 31.12.2020

The Group has consistently created value for its shareholders through the constant distribution of dividends. An attractive and sustainable dividend distribution is expected for the 2020-24 period

In the 2015-2019 period, Ascopiave distributed ordinary dividends totalling approximately 189 m€ (annual average: 17.0 c€/ share1 ), thanks to:

  • Cash flow stability
  • Stability of business profitability
  • Balance of the financial structure

Ascopiave expects to distribute a dividend growing from

16 c€/share in 2020 to 18 c€/share in 2024 (+ 13%)

Dividend distributed by Ascopiave and historical dividend yield 2015-19 and prospective 2020-24

Ascopiave Group – Strategic Plan 2020-2024 58 Notes: 1The annual average dividend and the dividend yields were calculated considering only the ordinary dividend; 2Dividend approved and distributed during 2025 with reference to the year 2024.

5. Closing remarks

Ascopiave Group is a consolidated entity active in a regulated market and with a track record of business growth

The strategy that will guide the Group's action in the coming years is based on growth of the core business, diversification into new synergistic activities, economic efficiency and innovation

The investment plan, about 500 million euros in the more prudent context, is equally intended for the current perimeter and for the expansion of company activities

The expected results lead to sustainable growth capable of creating value for shareholders and other main stakeholders

The plan provides for the distribution of a remunerative and growing dividend for the period to the benefit of the Group's shareholders

Gas Distribution

Continuity of the perimeter

  • No ATEM tender is able to complete its process. The hypothesis is justified by the length of the award times found to date
  • No change in the perimeter of the current served customers. Change in customers by 2024 for organic growth only (+14k customers)
  • Operating costs and investments consistent with the assumption of business continuity

Award of 2 ATEM tenders

  • Hypothesis of launch and award of 2 ATEM tenders in the two-year period 2023-2024. The ATEMs were identified considering the current state of progress of the related procedure. New customers in 2024: +183k
  • Hypothesis of exit from the management of some marginal ATEM plants. Customers loss by 2024: -25k
  • Operating costs and investments consistent with the assumption of business continuity

M&A Gas Distribution

+ 51k customers served by 2024 through M&A transactions

  • Enterprise Value of the targets of the M&A operations equal to 54 m€
  • EBITDA increase at the end of the plan through M&A transactions equal to 6 m€

Diversification

  • Sectors of diversification:
  • Biomethane
  • RES plants
  • Energy efficiency
  • Water management services
  • Cumulative investments expected equal to 118 m€
  • EBITDA increase at the end of the plan through diversification operations equal to 11 m€
Parameter Hypothesis
Inflation 0.6% -
average annual inflation over the entire plan horizon
Real pre-tax WACC
(RAB distribution)
6.3% -
rate recognised
in the year 2021 and for the entire plan horizon
Tariff operating
costs
X-Factor currently provided by regulation
Tariff capital costs Continuity of the cost recognition methodology (actual costs in distribution, maintenance
of depreciation rates, etc.)
EstEnergy
result
In line with the forecasts of the company's plan
Dividends from
other investments
Equal to dividends distributed in 2020
Tax Rate 28.2% -
IRES and IRAP rates, constant throughout the plan horizon
Cost of debt 1% -
Average annual passive rate over the entire horizon of the plan
Dividends 16 c€ in 2020, up by 0.5 c€/year in subsequent years
  • 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.
  • The reader should, however, consult any further disclosures Ascopiave may make in documents it files with the Italian Companies and Stock Exchange Commission and with the Italian Stock Exchange.
  • 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. The Ascopiave Group undertakes no obligation to update forwardlooking statements to reflect any changes in the Group's expectations or in the events, conditions or circumstances on which such statements are based. However, Ascopiave will inform the market of any change that may occur in the Ascopiave Group's expectations of future results and relevant assumptions to the extent such change qualifies as "price sensitive information" according to applicable law.
  • The manager responsible for the preparation of financial reports, certifies pursuant to paragraph 2, article 154-bis of the Legislative Decree n. 58/1998, that historical data and accounting information disclosures herewith set forth correspond to the company's evidence and accounting books and entries.
  • 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 no part 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.

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