Ascopiave

Investor Presentation • Nov 10, 2020

G r u p p o A s c o p i a v e 9M 2020 CONSOLIDATED RESULTS

Conference Call Pieve di Soligo, 10th November 2020

Preliminary remark ………………………………………………………………………………………………………………………………………………………….….	Pag. 3
Financial highlights ……………………………………………………………………………………………………………………….………………………………………	Pag. 5
Companies consolidated with full and with net equity consolidation method ……	Pag. 9
Estenergy …………………………………………………………………………………………………………………………………………………………………………………….…	Pag. 21
Disclaimer …………………………………………………………….…………………………………………………………………………………………………………………………	Pag. 23

→ Ascopiave - Hera partnership

Financial highlights

Companies consolidated with full and with net equity consolidation method

Estenergy

On 19th December 2019 Ascopiave S.p.A. and Hera S.p.A. have finalized the transaction that marks the birth of the largest energy operator in North-Eastern Italy, with over one million customers, and the simultaneous reorganization of the respective gas distribution activities.

The closing carried out involved the exchange of assets of equal value between the Hera Group and Ascopiave, in the energy commercial activities, on one side, and in the gas distribution, on the other.

ENERGY SECTOR

On the energy sales front, the commercial activities of the Ascopiave Group (Ascotrade, Ascopiave Energie, Blue Meta and the joint ventures Asm Set and Etra Energia) including participation in Sinergie Italiane and the commercial activities of the Hera Group (Hera Comm Nord-Est) merged into a new company called Estenergy. The share capital of the new Estenergy is held for a stake of 52% by the Hera Group and for a stake of 48% by Ascopiave.

Ascopiave acquired a stake of 3% of the Hera Comm capital while Hera Comm acquired the 100% of the Amgas Blu capital.

GAS DISTRIBUTION

On the gas distribution front, Ascopiave acquired from Hera Group a perimeter of concessions in Veneto and Friuli-Venezia Giulia regions that, as of 31st December 2019, have merged into a newly established company called AP Reti Gas Nord-Est. Thanks to this operation, the Ascopiave Group consolidates its position in the national ranking.

Financial highlights

• → Ascopiave Group structure as of 30th September 2020
• → 9M 2020 consolidated income statement
• → Consolidated balance sheet as of 30th September 2020

Companies consolidated with full and with net equity consolidation method

Estenergy

Financial highlights

(Thousand of Euro)	9M 2020	9M 2019	Chg	Chg %
Revenues	129.347	90.017	39.331	+44%
(Cost of raw materials and consumables)	(1.313)	(1.712)	400	-23%
(Cost of services)	(27.585)	(23.831)	(3.754)	+16%
of personnel) (Cost	(13.748)	(10.979)	(2.769)	+25%
(Other operating costs)	(41.622)	(24.477)	(17.145)	+70%
Other operating income	39	1.443	(1.404)	-97%
EBITDA	45.118	30.460	14.658	+48%
(Depreciations and amortizations)	(25.105)	(17.412)	(7.693)	+44%
(Provisions)	-	-	-	n.a.
EBIT	20.014	13.048	6.965	+53%
Financial income / (expenses)	2.298	(771)	3.069	-398%
(*) Evaluation of with method companies net assets	11.250	648	10.601	+1635%
EBT	33.562	12.926	20.636	+160%
(Income taxes)	(4.756)	(4.797)	40	-1%
after Earnings taxes	28.805	8.129	20.676	+254%
result from discontinued Net operations	-	30.109	(30.109)	-100%
Net income	28.805	38.238	(9.433)	-25%
of (Net income minorities)	-	(1.823)	1.823	-100%
the Net income of Group	28.805	36.415	(7.609)	-21%

(*) Result of the company consolidated with net equity consolidation method (pro-rata): Estenergy, Euro 11,2 mln (Euro 0,0 mln in 9M 2019); Unigas Distribuzione Gas, Euro 0,0 mln (Euro 0,6 mln in 9M 2019).

Financial highlights

Consolidated balance sheet as of 30th September 2020 9M 2020 CONSOLIDATED RESULTS

(Thousand of Euro)	30/09/2020	31/12/2019	Chg	Chg %
(*) Tangible assets	33.951	34.694	(743)	-2%
Non tangible (*) assets	617.988	615.108	2.880	+0%
(**) Investments in associates	502.670	449.945	52.725	+12%
Other fixed assets	24.347	22.687	1.660	+7%
Fixed assets	1.178.955	1.122.433	56.522	+5%
Operating current assets	148.551	99.349	49.202	+50%
liabilities) (Operating current	(109.836)	(82.458)	(27.378)	+33%
liabilities) (Operating non current	(54.022)	(52.850)	(1.172)	+2%
working capital Net	(15.308)	(35.959)	20.651	-57%
Total capital employed	1.163.647	1.086.474	77.173	+7%
shareholders Group equity	847.004	873.492	(26.488)	-3%
Minorities	-	-	-	n.a.
financial position Net	316.643	212.981	103.661	+49%
Total sources	1.163.647	1.086.474	77.173	+7%

(*) Applying IFRIC 12 involves categorising the infrastructures under concession from tangible to intangible assets;

(**) Value of the associated companies consolidated with net equity consolidation method (pro-rata): Estenergy, Euro 421,9 mln (Euro 395,9 mln as of 31st December 2019); Hera Comm, Euro 54,0 mln (Euro 54,0 mln as of 31st December 2019); Acsm-Agam, Euro 26,7 mln (Euro 0,0 mln as of 31st December 2019).

Financial highlights

Companies consolidated with full and with net equity consolidation method

• → Operating data
• → Economic data
• → Revenues bridge
• → EBIT bridge
• → Gas distribution tariff revenues
• → Other net operating costs
• → Personnel
• → Capex
• → Net financial position and cash flow

Estenergy

Number of gas distribution users

Volumes of gas distributed

(Million of standard cubic meters)

(*) Unigas Distribuzione Gas operating data are included. The company is merged by incorporation in Ascopiave from 1° July 2019. On the same date the operating activities in the gas distribution sector were transferred to Edigas Distribuzione Gas;

(**) AP Reti Gas Nord Est, consolidated as of 31st December 2019.

Companies consolidated with full consolidation method

9M 2020	9M 2019	Chg	Chg %
129.347	90.017	39.331	+44%
45.118	30.460	14.658	+48%
+34,9%	+34%
20.014	13.048	6.965	+53%
+15,5%	+14%

Companies consolidated with net equity consolidation method (*)

(Thousand of Euro)	9M 2020	9M 2019	Chg	Chg %
Revenues	-	3.964	(3.964)	-100%
EBITDA	-	1.483	(1.483)	-100%
% on revenues	n.a.	+37%
EBIT	-	838	(838)	-100%
% on revenues	n.a.	+21%

(*) Data are considered pro-rata. They refer only to Unigas Distribuzione Gas and do not include Estenergy figures.

Companies consolidated with full and with net equity consolidation method

by Unigas Distribuzione Gas and currently operated by Edigas Esercizio Distribuzione Gas.

EBIT bridge Companies consolidated with full consolidation method

(*) Change of the consolidation area refers only to the activities carried out by AP Reti Gas Nord Est. It does not include the contribution of the activities formerly carried out by Unigas Distribuzione Gas and currently operated by Edigas Esercizio Distribuzione Gas;

(**) Further details on page 15 of the current presentation.

(Thousand of Euro) (*)	9M 2020	9M 2019	Chg	Chg %
Gas distribution tariff revenues	81.555	58.174	23.381	+40%
distribution tariff Gas revenues (A) Companies consolidated with full consolidation method	81.555	58.174	23.381	+40%

The increase of the gas distribution tariff revenues of the companies consolidated with full consolidation method (+ Euro 23,4 mln) is due to:

• 1) new consolidation area (AP Reti Gas Nord Est): + Euro 17,3 mln;
• 2) gas distribution tariff revenues of the concession formerly held by Unigas Distribuzione Gas: + Euro 5,9 mln
• 3) increase of the gas distribution tariff revenues: + Euro 0,2 mln.

(Thousand of Euro) (*)	9M 2020	9M 2019	Chg	Chg %
Gas distribution tariff revenues (B) Companies consolidated with equity net consolidation method (**)	-	2.885	(2.885)	-100%
distribution Gas tariff revenues (A+B)	81.555	61.058	20.496	+34%

(*) Economic data before elisions;

(**) Data are considered pro-rata.

(Thousand of Euro)	9M 2020	9M 2019	Chg	Chg %
Other revenues	46.544	31.400	15.144	+48%
Other of raw materials and services costs	(69.232)	(48.134)	(21.097)	+44%
of personnel Cost	(13.748)	(10.979)	(2.769)	+25%
Other operating (A) net costs Companies consolidated with full consolidation method	(36.437)	(27.714)	(8.723)	+31%
Other operating (B) net costs Companies consolidated with equity net consolidation method (*)	-	(1.402)	1.402	-100%
Other operating (A+B) net costs	(36.437)	(29.116)	(7.321)	+25%

Other net operating costs due to the change of the consolidation area: - Euro 5,9 mln Increase of other net operating costs: - Euro 2,8 mln (**)

of which:

• increase of cost of personnel: - Euro 0,3 mln;
• increase of margin on energy efficiency tasks management: + Euro 0,2 mln;
• increase of gas distribution concession fees: - Euro 1,7 mln;
• increase of CSEA contributions for security incentives: + Euro 0,4 mln;
• decrease of capital gains on disposal of gas distribution plants: - Euro 1,4 mln;
• other variations: + Euro 0,0 mln.

^(*) Data are considered pro-rata;

^(**) Change of the consolidation area refers only to the activities carried out by AP Reti Gas Nord Est. It does not include the contribution of the activities formerly carried out by Unigas Distribuzione Gas and currently operated by Edigas Esercizio Distribuzione Gas.

Personnel (1)

9M 2020 CONSOLIDATED RESULTS

Number of employees

9M 2019 cost of personnel of Unigas Distribuzione Gas, company consolidated with net equity consolidation method: Euro 0,3 mln.

(*) New consolidation area refers only to the activities carried out by AP Reti Gas Nord Est. It does not include the contribution of the activities formerly carried out by Unigas Distribuzione Gas and currently operated by Edigas Esercizio Distribuzione Gas.

9M 2019 investments of Unigas Distribuzione Gas, company consolidated with net equity consolidation method: Euro 0,4 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);

(***) New consolidation area refers only to the activities carried out by AP Reti Gas Nord Est. It does not include the contribution of the activities formerly carried out by Unigas Distribuzione Gas and currently operated by Edigas Esercizio Distribuzione Gas.

Net financial position and cash flow Companies consolidated with full consolidation method

(Thousand of Euro)

19

Net financial position and cash flow (2)

9M 2020 CONSOLIDATED RESULTS

(Thousand of Euro) (*)	30/09/2020	31/12/2019	Chg	Chg %
Long financial borrowings (>12 months) term	127.860	135.083	(7.223)	-5%
Current position of long financial borrowings term	37.044	30.778	6.266	+20%
Short financial borrowings (<12 months) term	153.419	38.994	114.425	+293%
Total financial debt	318.323	204.855	113.468	+55%
Fixed borrowings rate	147.779	143.611	4.168	+3%
Floating borrowings rate	170.544	61.244	109.300	+178%

9M 2020 average cost of debt: 0,33% (vs 2019 rate: 0,35%)

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

Financial highlights

Companies consolidated with full and with net equity consolidation method

Estenergy

→ Financial highlights

Financial highlights 9M 2020 CONSOLIDATED RESULTS

Income statement (*) Balance sheet (*)

(Thousand of Euro)	9M 2020
Revenues	249.910
(Cost of raw materials and consumables)	(124.887)
(Cost of services)	(94.583)
(Cost of personnel)	(5.509)
(Other operating costs)	(415)
Other operating income	-
EBITDA	24.516
(Depreciations and amortizations) + (provisions)	(10.099)
EBIT	14.417
Financial income / (expenses)	594
EBT	15.011
(Income taxes)	(2.960)
Net income	12.050

(Thousand of Euro)	30/09/2020
Tangible assets	1.287
tangible Non assets	315.845
Investments in associates	9.259
Other fixed assets	33.268
Fixed assets	359.659
Operating current assets	66.933
(Operating liabilities) current	(69.921)
(Operating liabilities) non current	(52.410)
working capital Net	(55.398)
Total capital employed	304.261
Shareholders equity	341.277
Net financial position	(37.016)
Total sources	304.261

(*) Pro-rata amounts, i.e. proportional to the Ascopiave's capitale stake in Estenergy (48%).

Financial highlights

Companies consolidated with full and with net equity consolidation method

Estenergy

• ❑ 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 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.