Gas Plus

Investor Presentation • Mar 31, 2015

Analyst Presentation 4Q 2014 Financial Results March 31st, 2015

www.gasplus.it

INDEX

• HIGHLIGHTS
• FINANCIAL RESULTS
• OUTLOOK 2015

MARKET SCENARIO

Market

HIGHLIGHTS

Fin. Overview

• Group 2014 results characterized by lower hydrocarbon prices scenario and volumes sold reduction, affecting the whole oil & gas industry
• E&P Business Unit still affected by the missing compensation of the production natural depletion with (i) new gas-in, due to delays in the authorization processes of development projects in Italy, and (ii) Garaguso concession contribution, still due to the persisting suspension of production
• Following the "Sblocca Italia" decree conversion into law, E&P Business Unit is now focused on the restart of main projects development
• CGA results reduction caused by the lower gas demand, worsened by the exceptional "warm winter" (also in 4Q 2014), and the new regulatory framework introduced from 4Q 2013
• Positive contribution from regulated activities
• Strong improvement of NFP (lowest final year level since Padana acquisition) over prior year, thanks to the cash flow generation and the investment slowdown
• Financial structure optimization performed before year end will bring positive effect on the cost of debt, the duration and the availability of financial resources

Fin. Overview

FY 2014 – Group P&L

Group (M€)	FY14	FY13	% Change	4Q14	4Q13	% Change
Total Revenues	151.1	177.9	-15,0%	54.5	47.5	+14.7%
Operating Costs	114.4	120.2	-4.8%	44.4	35.1	+26.2%
EBITDA	36.7	57.7	-36.3%	10.2	12.4	-18.0%
EBIT	13.3	32.6	-59.0%	0.5	4.3	-89.2%
EBT	2.6	20.8	-87.5%	-2.5	1.6	n.m.
Net Result	16.9	11.6	+45.6%	12.7	1.3	n.m.
EPS (€)	0.37	0.26	+45.6%	0.28	0.03	n.m.

FY 14 Financial results

• Total Revenues decrease mainly due to (i) less favorable hydrocarbon price scenario (ii) lower gas consumptions
• Further to the aforementioned reasons EBITDA and EBIT were negatively impacted by the lower gas produced by E&P BU
• Net Result positively impacted by the extra-ordinary and no recurring release of deferred taxes, as effect of the final verdict of the Constitutional Court that declared the "Robin Tax" unconstitutional

FINANCIAL RESULTS Fin. Overview

-0.9 -1.0 -7.1 -6.2 -4.6 -4.8 0.3 0.7 0.3 0.2 Short Term Financial Charges Long Term Financial Charges Charges on Funds NPV Other Financial Charges Financial Revenues 44,1 27,7 6,6 6,9 7,6 2,7 -0,6 -0,6 E&P Network Commercial Gas Assets Other Group Net Result evolution (M€) FY 2014 Consolidated results EBITDA breakdown by BU (M€) 57.7 36.7 Group EBITDA evolution (M€) FY13 FY14 12.0 FY12 FY13 Net Financial Charges evolution (M€) 11.1 -21.0 1.7 1.1 23.5 FY13 EBITDA D&A Financial charges & Other Taxes FY14 11.6 16.9 -16.4 0.3 -4.9 FY13 E&P Network Commercial Gas Assets Other FY14 57.7 36.7

FINANCIAL RESULTS

Fin. Overview

December 31, 2014 – Group Balance Sheet

	December 31, 2014	December 31, 2013	% Change
Group (M€)
Inventories	19.3	22.1	-12.7%
Receivables	34.5	39.1	-11.7%
Payables	(35.5)	(28.1)	-26.3%
Other working Credits/Debits	2.4	2.3	3.3%
Non current Assets	467.9	482.5	-3.0%
Taxes, Abandonment, Severance and Other provision	(196.2)	(210.3)	-6.7%
Net invested capital	292.4	307.6	-4.9%
Net Financial Debt	71.2	98.6	-27.8%
of which long term	74.0	83.4	-11.3%
of which short term	-2.8	15.1	n.m.
Equity	221.2	209.0	5.8%
Total Sources	292.4	307.6	-4.9%

• Lower net working capital as effect of the portfolio optimization and its constant monitoring and the benefit from the € 35 M securitization contract
• Net Financial Debt reduction of 27.8% thanks to more efficient working capital management, cash-flow generated by industrial activities and the investment slowdown
• Improvement and significant reduction of D/E ratio from 0.47 to 0.32

FINANCIAL RESULTS

Fin. Overview

NFP Trend

Debt structure

PRE DEBT STRUCTURE OPTIMIZATION	M/L Term Financing	Capex Financing	POST DEBT STRUCTURE OPTIMIZATION	M/L Term Financing	Capex Financing
Maturity	2016	N/A	Maturity	2020	2020
Amount (€M)	51.6	N/A	Amount (€M)	51,6	64,0
Utilization (€M)	51.6	N/A	Utilization (€M)	51,6	-
Cost	Euribor 3/6m + spread 380 bps	N/A	Cost	Euribor 3/6m + spread 225 bps	Euribor 3/6m + spread 225 bps

• Debt Structure optimization performed in December 2014 enabled the Company to:
• Extend debt duration
• Increase available cash resources
• Reduce cost of debt

FINANCIAL RESULTS: E&P E&P

FY 2014 P&L - E&P contribution
E&P (M€)	FY14	FY13	% Change	4Q14	4Q13	% Change
Hydrocarbon Production
(MScme)	178.8	226.4	-21.0%	42.9	52.7	-18.6%
of which natural gas	152.4	197.8	-22.9%	36.4	45.6	-20.1%
of which oil and condensate	26.4	28.6	-7.8%	6.5	7.1	-8.7%
EBITDA	27.7	44.1	-37.1%	6.2	9.3	-33.6%
Exploration Capex	2.7	1.8	+48.8%	0.5	1.1	-50.6%
Development Capex	3.0	2.2	+40.1%	0.9	0.7	+35.6%

• EBITDA reduction due to (i) lower production levels and (ii) lower hydrocarbon prices scenario (worsened in 2H 2014)
• Production level still affected by the missing compensation of (i) new gas-in, for delays in the authorization process, and (ii) contribution to production from Garaguso concession, not operated by the Group and still interrupted, with the registered (i) natural depletion of mature fields and (ii) contingent production decline which has been contained in 4Q 2014 with respect to previous quarters 2014.
• Exploration & Development:
• Domestic activity: producing fields optimization and minor not producing fields restart. B.U. now focused on restart of main projects development following "Sblocca Italia" decree conversion into law
• International activity: in Romania, analysis on Midia Deep and Midia Shallow & Pelican 3D seismic data are on-going. During 4Q 2014, completed a site survey on one prospect of Midia Deep block Decision to enter into the next exploration phase on Midia Deep block, jointly with the international companies ExxonMobil and OMV-Petrom, will be based on the forthcoming final technical evaluation
• Capex: mainly related to (i) 3D seismic acquisition on Midia Shallow & Pelican blocks, (ii) on-going processing and interpretation on 3D seismic on Midia Deep and Midia Shallow & Pelican blocks and (iii) site survey acquisition on Midia Deep block

As of December 31st , 2014 2P hydrocarbon reserves are Bscme 4,8

Gas Assets

FY 2014 P&L - Commercial Gas Assets Contribution

Commercial Gas Assets
(MScm)	BU	FY14	FY13	% Change	4Q14	4Q13	% Change
Supply (MScm)		338.6	347.3	-2.5%	142.3	89.9	58.3%
Sales (MScm)		340.1	364.4	-6.7%	141.2	101.3	39.4%
Third retail	S&S	169.9	138.9	22.3%	73.1	47.5	53.9%
Balancing (former Trading)	S&S	77.4	77.1	0.3%	38.3	12.6	203.9%
Captive	S&S	92.8	148.4	-37.5%	29.8	41.2	-27.7%
Residential	Retail	68.5	91.9	-25.5%	22.7	28.2	-19.5%
Small Business/Multipod	Retail	14.8	26.1	-43.3%	4.5	6.8	-33.8%
Industrial	Retail	9.5	30.4	-68.8%	2.6	6.2	-58.1%
EBITDA		2.7	7.6	-64,5%	1.6	1.1	+50.8%
of which	S&S	-1.7	2.2	n.m.	-0.6	-0.3	n.m.
of which	Retail	4.4	5.4	-17.5%	2.2	1.4	+64.2%

EBITDA decrease vs. 2013 caused by:

• lower marginality due to "TTF linked" regime introduced in 4Q 2013 mostly regarding the wholesale market
• lower volumes sold due to lower gas demand stressed by the unexpected "warm winter" (registered also in 4Q 2014)
• CGA area has partially contained the above mentioned negative effects through:
• an increase in volumes sold in the "Third Retail" segment
• an increase in the unitary marginality in the retail market
• As expected and indicated in 3Q 2014, despite the Supply & Sales has registered a reduction in marginality, thanks to a lower but good marginality of Retail, the CGA area has still registered positive results

FINANCIAL RESULTS: N&T and Storage

FY 2014 P&L – N&T Contribution
N&T (M€) Distributed	FY14	FY13	% Change	4Q14	4Q13	% Change
Volumes (MScm)	164.9	191.8	-14.0%	49.8	57.1	-12.8%
Direct end users (#K)	89.1	88.9	0.2%	n.m.	n.m.	n.m.
Pipeline (Km)	1,513.6	1,487.6	1.7%	n.m.	n.m.	n.m.
CAPEX	0.9	1.4	-36.8%	0.2	0.4	-57.7%
EBITDA	6.9	6.6	4.0%	3.0	2.6	18.5%

Network

• EBITDA increase (+4.0% vs. 2013) despite the new tariff model introduced by AEEG thanks to a control on B.U. costs
• Distributed volumes affected by 1Q and 4Q 2014 moderate climate conditions
• Evaluation of the new ATEM tenders in order, at least, to maintain the same perimeter of activities
• New "Linee Guida" on terminal value evaluation approved on May 2014 and tariff model for new ATEM tenders approved in July 2014

Transportation

• 7,5 MSmc transported in 2014
• 42 km fully owned transportation network

Storage projects:

All three projects are located in Central Italy, characterized by only a few storage sites, and in the same area allowing for potential operational synergies:

• SAN BENEDETTO (49% GPS - Operator): EIA obtained in June 2014
• POGGIOFIORITO (100%GPS): EIA obtained in June 2014
• SINARCA (60% GPS - Operator): Final authorization and technical assessment

OUTLOOK 2015

FORECAST

• Group results characterized by:
• substantial breakeven, in case of positive outcomes from the B.U. E&P exploration activities
• contained loss, in case of negative result of such activities
• E&P Business Unit activities still affected by:
• the lower level of hydrocarbon prices;
• the production decrease, mainly due to natural depletion of mature field, not compensated by the persisting interruption of Garaguso concession transportation pipeline, for most part of 2015, and by new gas-in still under completion or waiting for authorization
• From 2016, E&P Business Unit will achieve again better performances thanks to Garaguso production restart and new gas-in
• Regulated activities and retail market contribution will continue to be positive
• The wholesale market will be still affected by the issues aforementioned. Considering the technical timing required, the Group will review its business model and perimeter on gas commodity

COMPANY PROFILE

Shareholding as at 31 Dec 2014 Share information

N. of share: 44,909,620 Share price as of 31/12/2014: € 3.50 Share price as of 30/03/2015: € 3.95 Mkt cap 30/03/2015 : € 177.39 million Italian Stock Exchange – segment MTA Own shares as of 31/12/2014: 1,336,677

Share price performance

Group structure Management

Davide Usberti	Chairman and Chief Executive Officer
Germano Rossi	Chief Financial Officer
Cinzia Triunfo	General Manager and CEO of Padana Energia
Giovanni Dell'Orto	Chairman of International E&P Branch
Sandro Mezzi	Director of Italian E&P Branch
Bruno de Vinck	Director of International E&P Branch
Fabio Guastella	Head of Supply & Sales Business Unit
Regulated activity -	Network
Gianmaria Viscardi	Network Chief Executive Officer
Achille Capelli	Director of Network Business Unit

Disclaimer

This presentation contains forward-looking statements concerning the financial condition, results of operations and businesses of Gas Plus. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Gas Plus to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as ''anticipate'', ''believe'', ''could'', ''estimate'', ''expect'', ''intend'', ''may'', ''plan'', ''objectives'', ''outlook'', ''probably'', ''project'', ''will'', ''seek'', ''target'', ''risks'', ''goals'', ''should'' and similar terms and phrases. There are a number of factors that could affect the future operations of Gas Plus and could cause those results to differ materially from those expressed in the forward-looking statements included in this Report, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for the Group's products; (c) currency fluctuations; (d) drilling and production results; (e) reserve estimates; (f) loss of market and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves; (k) economic and financial market conditions in various countries and regions; (l) political risks, project delay or advancement, approvals and cost estimates; and (m) changes in trading conditions.

All forward-looking statements contained in this presentation are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this presentation. Neither Gas Plus nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this presentation.