Trevi Fin Industriale

Investor Presentation • May 6, 2020

Investor Presentation

May 6, 2020

This document has been prepared by and is the sole responsibility of Trevi Finanziaria Industriale S.p.A. (the "Company") for the sole purpose described herein.

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Why invest in Trevi Group

New controlling shareholders FSI Investimenti and Polaris and a new Top management team to lead a radical improvement of Group core business and overall performance

High professional and experienced top management team

New professional management team, with recognized experience in the sector, together with new corporate governance and projects management practices will lead to a radical improvement of Group core business and overall performance

Giuseppe Caselli

Group CEO (Sept 2019)

Massimo Sala

Group CFO (Sept 2019)

Sergio Iasi

Member of BoD (Sept 2019) CRO (Dec 2017)

• ✓ Large experience in managing Offshore and Onshore EPC contracts in many countries, not only in Oil&Gas business, but also in other infrastructural projects like High Speed Trains, Industrial RailRoad, Large Civil / Infrastructure Works for Oil&Gas like Jetties, Port and Major Geotechnical Interventions, etc.
• ✓ Large Experience in Offshore and Onshore Drilling
• ✓ Former Chief Financial Officer of Edipower S.p.A., Aeroporti di Roma S.p.A, Gianni Versace S.p.A., Cementir Holding S.p.A.
• ✓ More than 20 years of experience in several top-tier companies in the Italian industrial and Real Estate landscape

Overall restructuring process carried out in the context of art. 182 of Bankruptcy law

• Capital strengthening transaction, to be implemented through a capital increase. Subscription of the capital increase is guaranteed up to approx. €140.6m by: (a) the commitment of the shareholders FSI and Polaris, up to €77.5m; and (b) the debt equity swap of bank debt, for the residual €63.1m
• Debt restructuring transaction, governed by restructuring agreements pursuant to art. 182 bis of the Bankruptcy Law
• Issue of new finance from the lenders
• Disposal of Oil & Gas division and reimbursement of part of the related debt

Financial manoeuvre key features Key milestone of the restructuring process

• 2 August 2019 viability of the restructuring agreement certified with a report pursuant to art. 182 bis of the Bankruptcy Law issued by Prof. Enrico Laghi
• 5 August 2019 signed a restructuring agreement pursuant to Article 182 bis of the Bankruptcy Law
• 10 January 2020 approval (omologa) by Bologna Court the restructuring agreement
• 31 March 2020 disposal of Oil & Gas division
• 4 May 2020 start of the right issue

Index

The new structure of the Group

The Group profits enormously from the collaboration between Trevi and Soilmec, enabling to position itself as an innovative, highly specialized provider of products and services for demanding projects in specialist foundation engineering and related markets

Key strengths of the Group - take-away of the restructuring plan

Consolidated experience	• Leading integrated Group in the field of specialized underground engineering with consolidated experience in the execution of complex interventions, such as special foundations, soil consolidation, restoration and excavation works
Global partner	• Global Group, with no dominant geography and a strong focus on large & complex projects such as dams (more than 170) and undergrounds (more than 50) and able to ensure global coverage through localized capillarity. Presence in markets with high potential, such as Asia and US
Niche positioning	• Mission critical positioning in the most relevant steps of the value chain. Strong negotiating position, thanks to the relative low level of competition in highly complex foundations works, and favourable and contractors(1) preferential positioning in projects cash flow because of foundations works' priority payment by
Track record and resilience	• Proven track record and recognized reputation. Despite the prolonged financial difficulties, the Group 2019(2) showed strong resilience by generating revenues for €624m in (vs €642m in 2018), new order intake for ca. €165m in the first two months of 2020 (+115% compared to orders intake in the first two months of 2019) and order backlog of ca. €474m as of February 2020
New shareholders and management	• Equity(3) Polaris(4) Anchor investors FSI Investimenti (company controlled by CDP , hereinafter "FSII") and • New management team with recognized experience in the sector
Firepower	• New committed resources (including ca. €200m bank guarantees), significant re-capitalization and re balancing of the financial structure post completion of the financial manoeuvre will allow Trevi Group to unleash its full potential

Note: (1) Resulting in lower risk of unpaid receivables ; (2) Pre-closing data; (3) Part of Cassa Depositi e Prestiti Group; (4) US-based global value investment management firm

Trevi: 7 key strategic pillars

Deploy key best resources (people) at area / country level to drive change management & transformation

Soilmec: 5 key strategic pillars

timeframe

Enablement

Enforce standard processes to maximize control and minimize unpredictability Implement ERP system

Trevi consolidated experience: the most recognizable projects (1/2)

Trevi consolidated experience: the most recognizable projects (2/2)

Soilmec extensive portfolio of offerings…

…with outstanding products in terms of technology and commercial development

Machine

equipment "Machines at work": the main jobsites

Hydromill 135 Tiger

Hydromill 135 Tiger Metro Grand Paris

SR-125 HD

SR-125 HD United States

Trevi Group positioning will allow to exploit market trends

• Foundations market expected to grow leveraging the significant exposure to high-growth infrastructure segment. Massurbanization driving the growth of mega-cities increasing demand of high-quality infrastructure and mobility (e.g. Metros)
• Growing infrastructure needs in developed economies driven by large infrastructure plans to renovate crumbling assets
  • Consolidated presence in US and well positioned to intercept growth in selected sub-segments, as Dams renovation and complex foundation works (i.e. Herbert Hoover Dike in Florida and 400 Summer Street project in Boston), leveraging established technological know-how and prime access to key decision makers (e.g. USACE)
  • Growing presence in Europe (i.e. Four Frankfurt project and Drammen project in Norway) but relatively low and opportunistic exposure to the domestic market
• Established operation in higher growth markets including Far East / Oceania and Africa
• Increasing role of technology (robotics & data analytics and multi-functionalities platforms) will drive the growth of the drilling / foundation equipment market. Soilmec positioning in "high-end" market and cutting edge technology will allow to intercept and exploit the trend

New contracts awarded and the current order backlog

1

2

3

Main project awarded beginning of February 2020 for a total value of €86m # Jobsites

• ✓ Veidekke Entreprenør, the largest Norwegian construction company, has awarded Trevi S.p.A. the retention and soil improvement work for the Drammen cut&cover and tunnel which is part of the Vestfoldbanen section from Drammen to Kobbervikdalen
• ✓ Treviicos has been recently awarded an additional Task Order from the US Army Corps of Engineers for the rehabilitation of the Herbert Hoover Dike which surrounds Lake Okeechobee in southern Florida
• ✓ Treviicos acquired the foundation works for the 400 Summer Street project in Boston, MA. The intervention consists of the foundation works for the new headquarters of the Foundation Medicine, an American institution based in Cambridge, Massachusetts

Following the acquisition of new contracts in America and Europe, the order backlog of Trevi and Soilmec reaches the amount of €474m as of February 2020 with new order intake of ca. €165m in the first two months of 2020 (+115% compared to first two months of 2019 order intake), confirming the relaunching of the Foundation division and the focus on Group core business

Geographical footprint

High professional and experienced top management team

New professional management team, with recognized experience in the sector, together with new corporate governance and projects management practices will lead to a radical improvement of Group core business and overall performance

Giuseppe Caselli Group CEO (Sept 2019)

• ✓ Large experience in managing Offshore and Onshore EPC contracts in many countries, not only in Oil&Gas business, but also in other infrastructural projects like High Speed Trains, Industrial RailRoad, Large Civil / Infrastructure Works for Oil&Gas like Jetties, Port and Major Geotechnical Interventions, etc.
• ✓ Large Experience in Offshore and Onshore Drilling

Massimo Sala Group CFO (Sept 2019)

✓ Former Chief Financial Officer of Edipower S.p.A., Aeroporti di Roma S.p.A, Gianni Versace S.p.A., Cementir Holding S.p.A.

Sergio Iasi Member of BoD (Sept 2019) CRO (Dec 2017)

✓ More than 20 years of experience in several top-tier companies in the Italian industrial and Real Estate landscape

Best practices already introduced by the new management team

• ✓ New organization set-up, with direct reporting to Group CEO of the Trevi S.p.A. and Soilmec Staff & Line Functions
• ✓ Corporate centralisation of the Trevi S.p.A. and Soilmec Finance & Other Staff Functions
• ✓ Review and implementation of new governance in Trevi S.p.A, Soilmec and their subsidiaries, with a direct involvement of Group CEO and other staff Heads of Department (CFO, Head & Admin/Control, HR, Legal)
• ✓ Change in operational structure & footprint in the Corporate, Trevi S.p.A, Soilmec and their subsidiaries
• ✓ Corporate direct monitoring and involvement on cost control and project execution
• ✓ Established and launched a fit for purpose major project for Group cost optimization, with clear Targets
• ✓ Monitoring and action already implemented for improving working capital management
• ✓ Launched new IT platform implementation: project for consolidated reporting, project for treasury management system implementation & ERP system

The Business Plan 2019-2022 of the Trevi Group

The Business Plan, approved by the Board of Directors on April 1st 2019, assumed the completion of financial manoeuvre in 2019 and does not take into account the potential impacts of the COVID-19

Note: Business Plan assumes financial manoeuvre completed in 2019 and subscription of the capital increase from the market of 100%

Comparison between 2019 Business Plan(2) and pre-closing figures

• Differences between Business Plan and preclosing revenues and EBITDA are mainly related to:
  • higher extraordinary costs due to delays in the restructuring process
  • early termination of the Mosul Dam project, geo-political instability in various markets in which the Group operates and slowdown in government investments in the Middle-East area
  • slowdown in the implementation of Business Plan optimization initiatives because of delays in the restructuring process
  • consequent slowdown in the business development due to difficulties experienced in the release of ordinary guarantees required by clients and difficulties related to manufacturing planning because of the uncertainty perceived by suppliers
• Differences in Net financial position is mainly attributable to:
  • EBITDA deviations with respect to Business Plan figures
  • delays in collections and disposal of assets due to geo-political instability in specific geographical area
  • more stringent payment terms requested by suppliers because of delays and uncertainty perceived in the restructuring process

Notes: (1) EBITDA recurring excludes the effect of restructuring costs and other one-off costs; (2) BP comparable figures reflects IFRS 16 effects, impact of delays in Financial manoeuvre and different accounting criteria for the result of the Boone Dam contract in the US

2020 Business Plan figures(2) and sensitivity on COVID-19 impact

The negative impact on 2020 figures deriving from the COVID-19, together with the deviations between the 2019 Business Plan and preclosing figures, falls within the ranges considered in the context of the sensitivity analyses carried out by the expert for the purpose of the certification (attestazione) of the Business Plan pursuant to art. 182-bis of the Bankruptcy Law

• Significant impact expected from COVID-19 pandemic on the Construction market in 2020, particularly in the first half of the year, due to the lockdown imposed in various countries and the consequent blocking of construction sites
• The construction market growth estimates for 2020 have been revised downwards in line with the outlook for global GDP contraction over the year
• Recovery forecast to start from the second half of 2020 with an acceleration during 2021, such as to validate the growth prospects of the sector in the medium-long term
• In particular, the forecast is based on the expectation of public sectors investments to support the overall economy recovery through specifically the infrastructure sector (e.g. the \$2 Trillion plan in the US)
• In fact, the relaunch of the construction and infrastructure sectors is crucial for the GDP, with an estimated growth multiplier deriving from the construction sector growth estimated in the range of 1-1.5x

Notes: (1) EBITDA recurring excludes the effect of restructuring costs and other one-off costs; (2) BP comparable figures reflects IFRS 16 effects, impact of delays in Financial manoeuvre and different accounting criteria for the result of the Boone Dam contract in the US

Index

The objectives in the Group's integrated health and safety system

Consciousness

• The principle of accountability requires the Group to manage its business responsibly, taking into account the risks associated with its activities and ensuring an effective and efficient system of integrated compliance with current regulations
• The objective is to spread a new culture within the Group aimed at strengthening the awareness, at all levels, that adequate understanding, assessment and management of compliance leads to a reduction in the Group's risks and costs

Roles in the compliance

Integrated compliance

• It is a dynamic management and internal control system which, through the intervention of the General Direction, has to be implemented:
• (i) identify risks;
• (ii) define useful tools and methods (procedures and protocols) to prevent events that could affect Group performance;
• (iii) support the definition of Group strategies;
• (iv) involve people at all levels of the Group; and
• (v) implement an effective control system;

Safety Policy adopted by the Group aims to avoid risks and costs of non-compliance

Group's actions

The Group has considered of fundamental importance to invest in safety, also through specific activities of the control bodies in order to limit risks and create a safer and, in some respects, even more attractive working environment in order to avoid any form of suspension/interruption, even temporary, of the Group's activities, potentially resulting from the precautionary application of disqualification sanctions pursuant to Legislative Decree 231/2001 and Legislative Decree 81/2008

• The Quality, Safety and Environmental culture has, therefore, always been a Trevi Group's distinctive feature, the "business card" of the Group on the national and international markets; • Since 1995, Trevi has obtained the certifications that officially state the conformity of the Quality, Safety and Environmental System with the strict international standards UNI-EN ISO 9001, 14001 and OHSAS 45001 (ex OHSAS 18001)

Quality Health Safety and Environment Awards

Award	Description
Wolf Creek Dam	✓ Treviicos-Soletanche JV received a certificate from USACE (Nashville District) in recognition of achieving 1 million man hours without No Lost Time Accidents
Metro Ryad	✓ Trevi Arabian Soil Contractors (ASC) received a certificate from BACS (Ryad Metro Project main contractor) in recognition of achieving 1,000,000 man-hours without "Lost Work Day Case" (LWDC)
Herbert Hoover Dike	✓ Treviicos South Inc. received a certificate from USACE (Jacksonville District) in recognition of achieving one year without No Lost Time Accidents
Shuaiba III Expansion II Desalination R.O Plant	✓ Trevi Arabian Soil Contractors (ASC) received a certificate in recognition of achieving 1,500,000 man-hours without «Lost Work Day Case» (LWDC)
Mosul Dam Project	✓ 5 million man-hours without a Lost Time Accidents
Chacao bridge	✓ Trevi Chile received a "Safety Award" from "Comité Paritario de faena proyecto" (government agency responsible for checks on health and safety at work) for "the constant commitment and permanent participation in the care and well-being of its workers" in the foundation works for the new Chacao bridge

Index

The three pillars of the financial restructuring plan

Total capital strengthening estimated in a range between ca. € 381m and € 434m

Note: (1) Value as of 31/12/2019; figures include Oil&Gas residual financial indebtedness of ca. €59m

Financial manoeuvre impact on equity

Total capital strengthening estimated in a range between ca. €381m and €434m depending on the effective subscription from the market
Right Issue	€77.5m - €130m	• Rights offering to be subscribed in cash for an amount to be offered pre emptively to the shareholders of €130m, with underwriting commitment of € 77.5m by FSII and Polaris • Range is referred to subscription from the market of 100% and 0% respectively
Reserved Capital Increase	Max. €63m	• Capital increase reserved to banks to be subscribed through debt-equity swap of Trevifin bank debt, with a conversion ratio of 4.5:1 in ordinary shares • Reserved Capital increase in case of 100% subscription from the market equal to €63m
Equity increase from debt conversion	~€221m	• Equity increase from debt conversion net of capital increase subscribed through debt-equity swap of Trevifin bank debt
"Stralcio"	€19.4m	• Reimbursement/write-off (saldo e stralcio) of the credit line originally owned by Banco do Brasil and then purchased by SC Lowy with specific agreement that provides the write-off ("stralcio") of 70% and the reimbursement of 30% of the debt
Total range: ~€381m -	€434m

Financial manoeuvre impact on Group net financial position

Total manoeuvre impact on Group Net Debt estimated in a range between ca. €480m and €533m depending on the effective subscription from the market

Conversion of bank loans	€284.1m	• Conversion of bank loans in to ordinary shares with a conversion ratio of 4.5:1 in ordinary shares, regardless of the percentage of the market subscription of the rights issue
"Saldo e stralcio"	€19.4m	• Reimbursement/write-off (saldo e stralcio) of the credit line originally owned by Banco do Brasil and then purchased by SC Lowy with specific agreement that provides the write-off ("stralcio") of 70% and the reimbursement of 30% of the debt
Oil&Gas division disposal	~€100m	• Impact deriving from the disposal of the Oil&Gas division, including the financial debt repayment of the Oil&Gas division and Petreven excess proceeds
Capital increase	€77.5m - €130m	• Rights offering to be subscribed in cash for an amount to be offered pre emptively to the shareholders of €130m, with underwriting commitment of € 77.5m by FSII and Polaris • Range is referred to subscription from the market of 100% and 0% respectively
	Total range: ~€480m - €533m

Index

Right Issue