Ascopiave

Management Reports • Feb 13, 2025

STRATEGIC PLAN 2025-2028

Pieve di Soligo – 13 February 2025

6. Annex

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

The plan envisages a growth path that will increase the company's profitability, while maintaining a balanced financial structure and a profitable dividend distribution

Strategic pillars

The Ascopiave Group's strategy is based on four fundamental pillars and aims to achieve a sustainable business profitability, by developing the resources and skills needed to capture trends effectively in the reference markets

Ascopiave's positioning and expertise represent a solid foundation to support growth in its core business (gas distribution)

Innovation management is a crucial activity for Ascopiave and targets both short and medium-long term goals

By anticipating market dynamics, Ascopiave can leverage on its expertise to diversify its business perimeter (electricity generation from renewable sources, «green» gases, other infrastructural industries)

Improving economic and operational efficiency is at the heart of Ascopiave's management policies

Acquisition of gas distribution's assets from A2A Group (1/2)

In December 2024, Ascopiave signed a preliminary purchase agreement to acquire a significant compendium of gas distribution assets from A2A Group

Deal's timeline

The growth of the core business of gas distribution outlined in the plan has its concrete premises in the transaction that will be finalized during 2025 with the A2A Group for the acquisition of 100% of the shares of a corporate vehicle (Newco A2A Assets) that will hold, at closing, a going concern comprising a portfolio of assets in the Lombardy region. The preliminary purchase agreement (signing) was signed in December 2024 and the closing is expected in July 2025. Current

Transaction's purpose

The deal will allow Ascopiave to significantly increase its user base (+56%) and strengthen its territorial presence in Northern Italy, becoming the 2°/ 3°operator at national level² .

Users acquired¹

Acquisition of gas distribution's assets from A2A Group (2/2)

The transaction will be primarily financed through the divestment of the minority interest in EstEnergy and, for the remaining part, through bank financing

Ascopiave Group – Strategic plan 2025-2028 8 Notes: ¹Enterprise Value at Closing = Price base (430m€) + price adjustment estimated by Ascopiave (30m€); ²Centralized RAB is included (A2A assets: 22m€; Total: 62m€) ; ³2024 preliminary data estimated by Ascopiave

Sustainability goals

The «Sustainable Development Goals» identified by Ascopiave through dialogue with its stakeholders represent the elements on which the Group will base its sustainable growth path

The key principles on which the «Guidelines for the Pursuit of Sustainable Success», adopted by the Board of Directors of Ascopiave in 2022 and revised in December 2024, are aligned with the Group's Values reported in the Code of Ethics. This integrated approach allows to embrace effectively the targets included in the Sustainable Development Goals (SDGs) set out in the United Nations' 2030 Agenda.

The sustainability path undertaken by the Ascopiave Group is inspired by the Sustainable Development Goals (SDGs) related on one hand to its business activities (SDGs 6, 7, 8 and 9) and on the other hand to the impact and effects that the Group have on the territories in which it operates (SDGs 10, 11, 12 and 13).

In this context, Ascopiave's strategy incorporates the concept of assuming responsibility that the 2030 Agenda requires to every corporate, not only in terms of what it carries out at the business level, but also as an activator of changes with a view to creating sustainable systems both locally and globally.

2. The Ascopiave Group

Ascopiave Group – Strategic plan 2025-2028 10

Corporate structure as of 12.31.2024

The Ascopiave Group holds a portfolio of assets characterized by a low risk profile

Insight: business structure's evolution

Ascopiave Group – Strategic plan 2025-2028 12 Notes: Expected organization chart after the transaction for acquisition of the assets by A2A Group that will be finalized by July 2025

Gas distribution – Positioning & operating data

Thanks to its size and the favourable positioning acquired, the Ascopiave Group has been and will continue to be among the key players of the sector consolidation

Gas distribution – Main economic-financial data

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

Gas distribution EBITDA

Gas distribution EBITDA EBITDA per users

Soundness of economic results and cash flows guaranteed by regulatory stability and increase in EBITDA supported by the growth in the number of users managed over the years

2024²return on invested capital

There is an excellent profitability of operations, confirmed by a return on investment (ROI) higher than the regulator's expected rate of return (regulatory WACC)

Interest in EstEnergy and Hera Comm – Gas and electricity retail

Ascopiave holds minority interests in EstEnergy and HeraComm, active in the sale of gas and electricity, on which Ascopiave holds put options that will be exercised in 2025-2026

Electricity generation from renewable sources

In the 2021-2022 period, Ascopiave has entered the renewable energy sector through several business acquisitions and by establishing partnerships for the development of new generation plants

Plants portfolio: number of plants and installed power

Interest in Cogeide – Water services

Ascopiave operates in the water service sector in the Province of Bergamo, through its subsidiary Cogeide. There are synergies with the gas distribution business operated by Ascopiave in the same geographic area

Synergies

• Sharing of the technological platform for managing the data flow detected through smart meters;
• Integration at the level of the information system used for managing active users.

Territorial presence Cogeide - 20241 operating data

Group debt and financial structure

The low debt in relation to the held assets' risk profile allows for seizing the investment opportunities outlined in the plan

The Ascopiave Group combines sustainable development and industrial growth, focusing on optimizing ESG targets with the aim of creating value for all stakeholders

The Ascopiave Group is actively committed to environmental protection through the identification, management, control and reduction of its own environmental impacts, through actions aimed at reducing CO² emission, producing clean energy, saving energy and also through initiatives for the reduction of plastic and paper consumption at corporate offices.

Ascopiave supports the improvement of social quality standards through initiatives and policies that promote social values in compliance with the principles of non-discrimination and equal opportunities within its organization, the importance of sustainable development, and cooperation with the local community, with an awareness of social responsibility towards its stakeholders.

Ascopiave, as a listed company, is aligned with sector best practices in the composition of its Board of Directors and Board of Statutory Auditors, complying, for example, with the regulations on gender equality. Documents such as the Articles of Association, the Code of Ethics, the Remuneration Policy, and the Management and Coordination Guidelines provide sustainable success as a key principle.

Sustainable Finance

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

• 2023: loan with Intesa Sanpaolo S.p.A. for a total amount of 100m€, of which 80m€ term loan with 5-year term and 20m€ RCF with 3 years term, with rate indexed to ESG parameters.
• 2024: loan with Crédit Agricole Italia S.p.A. for a total amount of 30 m€ with a 5-year term and with rate indexed to ESG parameters.
• 2024: loan with UniCredit S.p.A. for a total amount of 100m€ with a term of 5 years and with rate indexed to ESG parameters.
• 2024: loan with Mediobanca S.p.A. for a total amount of 50m€ with a term of 5 years and with rate indexed to ESG parameters.

Environmental sustainability

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

Energy from renewable sources: Ascopiave has entered the renewable energy generation business, investing in the hydroelectric (27 plants for an installed capacity of 48.5MW) and wind power (2 farms for an installed capacity of 35.6MW). At the company headquarters there is a 380 kW photovoltaic plant and a geothermal plant that guarantee a significant reduction in pollution and consumption.

Reduction of CO² and CH⁴ emissions: we have long been implementing the best technologies for constant consumption monitoring and implementing sustainable behaviors. This includes also the adoption of a technology, called Picarro Surveyor, which represents one of the most innovative systems for preventive pipeline monitoring and gas leakage detection, based on the CRDS technology.

TEE management: through its subsidiary Asco Power (ESCo certified), Ascopiave manages the procurement of the Group's energy efficiency certificates in the most effective way.

Extent of corporate green space: the main headquarters is equipped with multiple green spaces covering a total area of approximately 28,000 sq.m., featuring a smart irrigation system not connected to the water service network. The green space per employee ratio is over 164 sq.m.

Canteen Service: the Ascopiave Group demonstrates its commitment to the environment daily through its canteen service, contributing to the promotion of a culture based on the value of food, the reduction of food waste, and proper nutrition, favouring supply chains with low environmental impact, and using as much as possible organic, typical, traditional, and locally sourced products.

Economic and social sustainability

The Ascopiave Group promotes the involvement of its stakeholders in a context of mutual trust and collaboration to achieve its economic and social sustainability targets

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 prevalence of local suppliers contributes to maintaining the level of employment in the territory.

Sustainability Report: during 2024, 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 safeguarding relationships with the Stakeholder community over time.

Training: the Group promotes the professional growth of its employees. In order to enhance staff skills, continuous training and development activities are carried out. In 2024, the average training hours per employee were 28.9.

Inclusiveness: the Group promotes the principles of inclusion, non-discrimination and equal opportunities, both in personnel selection and career development, as set out in the Code of Ethics and the personnel selection policy.

Work-life balance: the Group pays a special attention to the work-life balance of its employees: specifically, with a 2nd level national contractual agreement, the company allows employees to have flexible hour schedules that allows them to alter their workday and decide/adjust their start and finish times. The Group also offers the possibility to use the company canteen service even with part-time working hours contracts.

Parenthood: the Group allows employees to work part-time and/or have a work schedule that better suits the employee's specific needs until the child reaches the age of fourteen.

Among the most important values that define the commitments of the Ascopiave Group towards their stakeholders we found:

• Corporate Governance Code: adopted in January 2021, Principle I states that the Board of Directors must steer the company towards sustainable success.
• Articles of Association: in April 2021, the Shareholders' Meeting amended the Articles of Association to include the goal of «sustainable success», aimed at creating long-term value for shareholders and stakeholders, with particular attention to the «energy transition».
• Corporate Purpose: it includes the concept that business activity aims at sustainable success, creating long-term value for shareholders and relevant stakeholders
• Ethic Code: in September 2021, the Ascopiave Group's Code of Ethics was updated to align the definition of «sustainable success» (the Group's mission) with the Articles of Association and to revise the Group's values, prioritizing sustainability and the enhancement of personnel.
• Guidelines on the exercise of management and coordination power by Ascopiave: in the Guidelines updated in September 2020, Ascopiave confirmed the social, environmental, and economic sustainable development goals, adopting a growth strategy that aims both at increasing the business' economic value and at sustainable development.
• Guidelines for the pursuit of sustainable success: approved by the Board of Directors in April 2022 and updated in December 2024, the Guidelines serve as the Group's sustainability policy, laying the foundation on ESG values, which in turn guide the strategic plan's development.
• Policy for managing dialogue with all shareholders and other stakeholders: approved by the Board of Directors in December 2021, the document regulates the management of dialogue with shareholders, in line with the Corporate Governance Code and the engagement policies of institutional investors.
• Remuneration policy: in the new three-year incentive plan for 2024-2026, variable incentive mechanisms linked to the Group's sustainability goals have been introduced, tied to the achievement of the CO² reduction target set out in the 2024-2027 Strategic Plan.
• Internal control and risk management system: it includes rules, procedures, and structures to identify, measure, manage, and monitor the main risks, contributing to the company's sustainable success. The Board of Directors approved the Enterprise Risk Management Policy in February 2024 to operationally implement this system. The «Risk Model», evaluated and updated semi-annually, includes, among other things, Legal & Compliance risks and CSR¹and ESG issues.
• Sustainability Committee: established in November 2021, the Sustainability Committee has investigative, propositional, and consultative functions regarding environmental sustainability and energy transition. It proposes the «Guidelines for the Pursuit of Sustainable Success» to the Board of Directors and supports the Control and Risk Committee (CRC) in evaluating periodic reporting. Additionally, it coordinates with the CRC in the development of annual and multi-year sustainability goals, with particular attention to risk management.

3. Context and market trends

Ascopiave Group – Strategic plan 2025-2028 23

According to ISTAT, Italy's GDP has grown by 0.5% in 2024 and is expected to grow by 0.8% in 2025¹

Current situation in Italy²

Market outlook²

In 2024, inflation has stood at 1.0% with a significant decline compared to +5.7% of 2023. In 2025, the Italian government estimates an inflation of 1.8%² .

• ✓ Short-term and long-term interest rates are expected to converge respectively to 2.7% and 4.9% in 2033, while inflation is expected to reach 2.4% in 2033.
• ✓ The unemployment rate is expected to decline continuously, from 7.0% in 2024 to 6.4% in 2029, in a context of moderate economic growth and employment dynamism.

✓ Total expenditures in 2023 increased by 4.4% compared to the previous year. This trend is mainly due to the dynamic of the capital expenditure sustained (+19.2%), both for the public investment component, favoured by the development of expenditure on projects financed by the PNRR, and for the investment contributions,

Outlook on investment and credit²

affected by building bonuses. The result is a ratio of gross fixed capital expenditure to GDP of 3.2% in 2023 and is expected to be 3.4% in 2024. For the following years, the ratio is expected to be 3.5% in 2025, 3.6% in 2026 and 3.4% in 2027.

European and italian decarbonization goals

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

With the aim of facing the challenges of climate change, the European Union has created the European Green Deal, which is a pact between countries that aims to achieve «carbon neutrality» by 2050. For this purpose, the EU has allocated nearly 660b€ in the 2021-2027 budget, creating numerous support tools to facilitate the energy transition.

With the PNRR's revision, the Government has increased the plan amount from approximately 191 bln€ to around 194 bln€, raising the share allocated to the energy transition from 37.5% to 39% thanks to the development of various initiatives, including those related to «green» gases, energy efficiency, circular economy, and renewable sources.

In the last two years, gas supplies in Europe have been characterized by increasing volatility, which is expected to remain in the future.

The volatility is mainly due to i) the reduction of Russian gas imports into Europe;

(ii) the consequent greater role of liquefied natural gas imports in meeting European demand.

A solution proposed by the European Commission to reduce the European Union's energy dependence on Russian gas supplies is the RePower EU plan, which is part of the EU's initiatives to support the energy transition.

Ascopiave Group – Strategic plan 2025-2028 25 Notes: ¹Compared to 1990 levels; ²Compared to estimated 2030 energy consumption (based on the 2020 reference scenario); ³Compared to Fit for 55 data

Gas sector's role in the energy transition

In the energy transition process, gas represents a key source that will ensure the shift from a fossil fuelbased energy model to a low-emission one

Ascopiave Group – Strategic plan 2025-2028 26 Notes: ¹Snam Terna Report «Documento di Descrizione degli Scenari 2024»; ²Biomethane and hydrogen; ³Bioliquids, biomass, E-fuel; ⁴Coal/other solids, solar thermal and heat derived

New demand scenarios for 2040

The scenarios outlined in 2030 and 2040 decline at national level the decarbonization targets set at European level

scenarios.

The new infrastructural network – «green» gases

In the coming years, a significant increase in the demand for «green» gases is expected in order to accelerate decarbonization, increase energy independence and promote integration with the electricity network

% Contribution of «green» gases to the total demand for gas in Italy

The progressive adoption of green energy carriers (biomethane, green hydrogen, bioliquids) will have to ensure the replacement of fossil fuels with zero-emission alternatives.

The new infrastructural network

The gas network will require technological and infrastructural adjustments to facilitate the introduction and transport of «green» gases to decarbonize the system

Dynamics of the gas distribution sector in Italy

Gas distribution in Italy is a mature and established sector that needs to renew itself to respond to the challenges arising from the energy system's evolution

The gas distribution sector has registered a progressive consolidation of supply.

The scenario of energy system's transformation will require a change in the sector, in terms of:

• ✓ technological and industrial renewal;
• ✓ rethinking the management logic of activities.

Examples of necessary

742 186 186 186 2000 2021 2022 2023 No. of gas distribution operators in Italy¹ -75%

Upgrade of distribution networks

to allow safe distribution of gases with increasing percentages of hydrogen

Reduction of CO² and CH4 emissions

through operational efficiency measures aimed at activities' greater sustainability

Regulation of the gas distribution sector

The sector's current regulation and primary legislation ensures stability in economic returns of investments. The expected regulatory changes are geared towards total cost efficiency and favouring innovation and solutions aimed at decarbonization

Current regulation	Regulatory evolution	Incentives for innovation
➢ The current regulatory framework is characterized by stability and transparency and ensures: ✓ Stability of economic results and cash flows; ✓ Recognition of operating costs based on predefined productivity recovery rates Rate of return on capital periodically updated on the ✓ evolutions of market parameter.	➢ ARERA proposes a gradual introduction of a Tariff Regulation for Spending and Service Objectives (ROSS), aimed at total efficiency of the service (from 2026): ✓ Integrated recognition of operating costs and efficient capital costs ✓ Standard capitalization coefficients Revision of the incentive mechanism ✓ ✓ Selectivity of recognizable investments, to be justified with cost-benefit analyses ➢ The paradigm shift could support the rationalization of the	➢ DCO 250/2021/R/gas – Pilot projects for innovative solutions Optimized network management ✓ ▪ Bi-directionality: biomethane and «green» gases ▪ Reduction of fugitive emissions ▪ CO2 capture ▪ Management of network pressure ✓ Innovative uses of networks: ▪ Blending of renewable hydrogen ▪ Electrolysers and methanation ✓ Energy efficiency Network digitalization ▪ ▪ Energy recovery in decompression ▪ Energy efficiency in preheating ✓ Convergence between the gas and electricity sectors ➢ Resolution 404/2022/R/gas - Regulation for the application of the incentive tariff mechanism to support the above-mentioned interventions ➢ Resolution 590/2023/R/gas – Incentives available to support the 21 projects eligible for incentives: 30.8m€
➢ Regulation of access and use of gas networks for biomethane production plants: ✓ Adoption of Resolution 23 May 2023, 220/2023/R/gas; ✓ Coordination between distributors and Snam.	sector: ✓ Opportunities for efficient companies to improve their profitability ✓ Risk of under-remuneration of capital for inefficient companies ✓ Alignment of tariff regulations for infrastructure services.

The regulation of ATEM tenders (1/2)

The tenders for awarding the ATEM's gas distribution service are regulated by national legislation and regulation, which are subject to consecutive improvements

Over the last 20 years, the natural gas sector has been affected by profound changes, which have also affected the methodologies and targets of tariff regulation, as well as the methods for identifying the operators of natural gas distribution systems.

• ➢ Legislative Decree 164/2000 ("Letta Decree") established the principle that the service must be entrusted with public tender (competition for the market)
• ➢ Several and subsequent interventions have defined the liberalization process in greater detail:
  • ✓ Identification of 177 ATEM (subsequently reduced to 171) for the award of concessions ¹
  • ✓ Definition of the criteria for the evaluation of tenders (DM 226/2011 and ss.mm.ii.): economic offer, investments plan, safety standards and quality of service.

Regulatory framework Implementation status

Following the adoption of the ministerial decrees, tenders' organization encountered numerous implementing obstacles, which delayed the tenders' start.

• ➢ At the end of 2024, the procedures for entrusting 10 areas were completed (Milan 1, Turin 1, Turin 2, Belluno, Valle d'Aosta, Udine 2, Naples 1, La Spezia, Rimini, Catanzaro-Crotone).
• ➢ There are 9 licenses (Milan 1, Turin 1, Turin 2, Belluno, Valle d'Aosta, Udine 2, Naples 1, La Spezia, Rimini)
• ➢ Tender procedure started: 10
• ➢ of which races actually in progress: 2
• ➢ Tenders suspended or canceled: 22
• ➢ Announcements sent to ARERA: 11 (of which 6 pending publication)

ATEM awarded

Ascopiave Group – Strategic plan 2025-2028 32 Notes: ¹Each ATEM is subject to a single tender and, in each area, the networks are managed by a single operator to whom the plants' ownership will be transferred, subject to the payment of their reimbursement value to the outgoing operators

The regulation of ATEM tenders (2/2)

Some relevant measures have recently been adopted (or are in the process of being adopted) to simplify and accelerate the process of publishing tender notices and to update the criteria for evaluating bids

Simplification of ARERA verifications ➢ During 2024, ARERA approved the «Integrated text of the provisions on the framework tenders for the distribution of natural gas». ➢ The main purpose of this document is to reunite and simplify in a single procedure the two previous separate procedures relating to observations on reimbursement values and observations on tender documents prepared by contracting stations. ➢ In addition, it has introduced simplified provisions to speed up and streamline procedures for verifying VIR-RAB deviations, including in ongoing proceedings; ➢ Similarly, access to the simplified verification system for invitations to tender shall be subject to the adoption of the standard invitation to tender, the standard specification and the standard service contract. ➢ Document published: ✓ Resolution 296/2024/R/gas ➢ Law No. 118 of August 5, 2022 (Article 6, paragraph 1, letter b) provides that if a local authority or a network asset company intends to sell the networks and distribution and metering plants it owns during the tenders for awarding the natural gas distribution service, said networks and plants are valued according to the residual industrial value calculated based on the "Guidelines on criteria and application methods for the evaluation of the reimbursement value of natural gas distribution plants" of 7 April 2014, approved by the decree of the Minister of Economic Development on 22 May 2014. Updating Ministerial Decree 226/2011 (tender criteria) ➢ The MASE¹ , implementing Law No. 118/2022, aims to update DM² 12/11/2011 No. 226, «Regulation for the tender criteria and for the evaluation of bids for the awarding of the natural gas distribution service» and subsequent amendments. To this end, it has initiated a consultation with ARERA, AGCM, and industry associations (the socalled "Cabina di regia"). ➢ The future decree aims to: ✓ mitigate significant issues related to the existence of information asymmetries in the trilateral relationship between outgoing operator, local authorities, and incoming operator; ✓ introduce important elements of coordination between the criteria for valuing interventions and the targets of optimization and rationalization in the use of energy resources; ✓ introduce a significant update of the technological innovation criteria, with an effort to find the right balance between the need to implement a forward-looking vision and the need to remain anchored to parameters of immediate feasibility as well as economic and financial sustainability. Disposal of networks owned by local authorities

Dynamics of gas and energy prices

Pandemic and geo-political crises have accelerated the path of energy transition while introducing a gradient of uncertainty

Gas and electricity prices have been characterized by significant volatility in recent years.

Considering the average annual gas prices at PSV, after the gas price shock of 2022 with an average annual price of 122 €/MWh, in 2023 the gas price has decreased with an average annual price of 42 €/MWh, a value lower also than 2021 average (46 €/MWh). The reduction, compared to the extreme prices of 2022, has continued also in 2024, with an average price of 36 €/MWh.

A similar trend was also observed in electricity prices (PUN): if the maximum average price level was reached in 2022, with an annual average PUN of 303 €/MWh, in 2023 the electricity price has decreased to 127 €/MWh, above the 2021 levels of 125 €/MWh. The reduction, compared to the extreme prices of 2022, has continued also in 2024 with an average price of 108 €/MWh.

Dynamics of the renewable energy sector in Italy (1/4)

European policies have introduced increasingly challenging decarbonization targets and the national energetic policies have followed the EU initiatives' drive

The update of the National Integrated Energy and Climate Plan (PNIEC): based on the European regulatory framework (i.e. the Fitfor-55 and RepowerEU legislative packages), it sets out a series of national targets for 2030 in both energy and climate matters. On the renewable energy front, it sets a target of 39.4% on the total gross final consumption of energy in the country, as differentiated between the different sectors:

• electricity sector: 63.4% is the target of coverage by RES of electricity consumption;
• thermal sector: 35.9% is the RES target for heating and cooling consumption;
• transport sector: 34.2% is the RES target for transport consumption.

Renewable Energy Directive: states that the share of renewable energy in the European Union's gross final energy consumption in 2030 is at least 38.7%¹ .

Ascopiave Group – Strategic plan 2025-2028 35 Notes: Renewable Energy Report 2024 (Energy & Strategy Group, Polimi); PNIEC 2024. ¹Equal calculation of the PNIEC 2024 goal (determined by applying the formula in Annex II of Regulation (EU) 1999/2018), which corresponds to the EU target of 42.5%

Dynamics of the renewable energy sector in Italy (2/4)

Renewable energy sector in Italy has shown substantial growth over the past 10 years, with a total installed capacity of ~ 70GW

However, in order to achieve the national decarbonization targets at 2030, it will be necessary to install in Italy about +60GW of new RES capacity not only by stimulating new production, but also by preserving the existing one and, where possible, increasing it by promoting the revamping and repowering of plants which are potentially still competitive.

Dynamics of the renewable energy sector in Italy (3/4)

In 2023 it has been recorded a production from renewable sources of about 117 TWh (increase of approximately +16% vs 2022)

There is therefore a marked change in the production of electrical energy³ : traditional thermal sources have decreased from 84% share in 2005 to 56% in 2023, while RES have increased from about 16% to 44% over the same period.

1

Dynamics of the renewable energy sector in Italy (4/4)

The italian renewable mix is characterized by a general growth trend, accentuated by the measures taken at community level to deal with the russian-ukrainian crisis. By 2030, about 60.5% of the expected installed renewable capacity will be photovoltaic

4. Strategic plan 2025-2028

Ascopiave Group – Strategic plan 2025-2028 39

4. Strategic plan 2025-2028

Strategic pillars Plan projections Shareholder remuneration

Ascopiave's current positioning and expertise in gas distribution provide a solid foundation to support the growth of the managed activities' perimeter in a consolidating sector

Growth strategy – gas distribution

External growth in the core business of gas distribution considered in the financial projections includes only the acquisition of assets from the A2A Group

Growth strategy through M&A – gas

distribution (1/2)

Ascopiave Group – Strategic plan 2025-2028 42

Growth strategy through M&A – gas distribution (2/2)

The acquisition of the gas distribution assets from the A2A Group will allow the Group to strenghten its territorial presence in the Lombardy region

The Group intends to consolidate its position within the sector through the participation in future tenders for service contracts and the establishment of partnerships

The Group has identified several ATEM tenders in which it intends to compete, defining their level of priority and interest.

The tender participation strategy identifies Northern Italy as the geographical focus.

Its implementation depends on the publication's timing and the tender notices.

Available experiences suggest that the timeframes for awarding the service may be quite long, also due to the legal disputes that generally accompany the awarding decisions.

Ascopiave is considering the possibility of establishing partnerships to participate in ATEM tenders or to seize new opportunities in the M&A field

Through partnerships, the Group seeks to increase its competitive chances and diversify financial and operational risks by participating in the results of a broader portfolio of concessions.

Given the complexity of the underlying evaluations also due to their uncertainty and transformative nature - the plan does not provide any estimate of the possible economic and financial impacts of such additional growth options.

Diversification strategy – renewable energies and green hydrogen (1/2)

The Ascopiave Group intends to diversify its activities by growing in the renewable energy and green hydrogen sector, where it is already active and where it is developing some reasonable initiatives

Diversification strategy – renewable energies and green hydrogen (2/2)

The economic and financial projections foresee the completion of ongoing projects for the construction of photovoltaic plants and a green hydrogen production and distribution plant

Ascopiave Group – Strategic plan 2025-2028 46

Ascopiave is developing an integrated project along the entire green hydrogen supply chain, starting from its «production» with the use of electricity from photovoltaic systems

Potential areas and sectors of development

Based on the evolving market environment, regulatory framework and technological advancement, additional areas and sectors of development have been identified

SYNTHETIC GAS and HYDROGEN

Development of pilot projects for the production and injection into the network of synthetic gas produced from emissions captured through carbon capture and storage technologies (CCS).

Implementation of additional projects for the use of hydrogen in distribution networks, as well as investments remunerated or incentivized for this purpose.

OTHER NETWORK SERVICES

Entry into other businesses related to the management of network/infrastructure services:

• electricity distribution,
• water service,
• other services.

This will allow the Group to leverage its expertise and achieve synergies.

The assessment of the investment in these sectors will take into account the potential synergies with the Group current activities, considering the specific operational risk profile and the financial sustainability

Improving operational and economic efficiency is at the core of Ascopiave's management policies, which aims to build on the excellent results achieved in recent years

Corporate policies and practices supporting efficiency

• ➢ Continuous monitoring of process efficiency through operational systems and dedicated organizational resources
• ➢ Incentive-based remuneration for personnel, based on economic and managerial efficiency indicators

Interventions on areas and tools subject to potential improvement

• ➢ Innovative technological solutions/digitalization
• ➢ Streamlining of internal organizational processes
• ➢ Optimized management of existing relationships with external suppliers

Plan

targets

✓ Reduction of general and industrial cost incidence

✓ Maintenance of a lean and flexible cost structure

Innovation

Ascopiave has achieved significant results in managerial efficiency by implementing organizational and technological solutions tailored to this goal and will continue its commitment in this direction

Beginning in 2016, the Group has initiated a reorganization process of distribution activities which has led to:

• renewal and reengineering of systems and procedures;
• rationalization of operational and logistical locations across the territory;
• centralized and integrated management of all major processes;
• adoption of new state-of-the-art information systems for workforce management and distribution business services.

This has enabled optimization in the use of resources, allowing many activities contracted to third parties to be internalized in order to reduce operating costs and increase the possibility of making investments.

Reorganization of activities Post acquisition integration and corporate semplification

• Ascopiave has a solid experience in integrating companies postacquisition, achieving management improvements with costs reductions and increased service quality.
• Since January 2025, the Group's company structure has been rationalized with the unification of the companies operating in distribution in two legal entities, each with a definied territorial presence, in order to further streamline processes and achieve consequential organizational and management synergies.

A2A Assets' integration

• The integration of A2A assets will further improve the Group's economic efficiency standards, thanks also to the complementarity of the new acquisitions with the current Ascopiave Group's organization.
• Ascopiave and A2A are collaborating in the pre-closing phase to guarantee the best starting conditions for the activities of the Newco receiving the assets, with the aim of working from the beginning with the systems and organizational modalities adopted by the Ascopiave Group and of enhancing the skills and professionalism of Newco's human resources.

Ascopiave Group – Strategic plan 2025-2028 50 Notes: ¹Unit costs related to distribution activities (net of revenues from services not remunerated in the tariff) expressed in monetary values of 2023 based on the FOI inflation index of ISTAT

Efficiency initiatives (1/2)

Ascopiave plans to increase its operational and economic efficiency through the digitalization of networks and metering infrastructure

costs

Predictive

Reduction of network losses

Ascopiave plans to increase its operating and economic efficiency through the digitalization of processes

• of the works by using image recognition techniques supported by AI.
• reduction of emissions.
• segments, thereby optimising investment management, improving overall safety, and
  • reducing methane gas emissions.

Innovation management is a crucial activity for Ascopiave and aims at both short-term and mediumto-long-term goals

• Convergence with environmental targets

Ascopiave Group – Strategic plan 2025-2028 54 Notes: ¹These capex are part of the capex in gas distribution reported in the slide «Insight: Capex in gas distribution»

different employee age groups.

avoided from 2024 to 2028.

Staff training: target of 29 hours/year of training per employee by enriching the e-learning training offer available to Group employees, and by further implementing 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

Welfare: further expansion of the services available on the platform, ranging from education and training, social security and health benefits, to the purchase of other goods, while maintaining the current scope of 100% employees involvment. Employee safety: the Group considers the workers protection to be of primary importance, setting itself the goal of maintaining high levels of safety, promoting the integration of safety in all company activities and focusing on continuous staff training. Therefore, by 2025, the

22.5% (13.5% at 2024).

Waste: the Group is committed to maintaining the already achieved standards of sending more than 99% of special waste for recovery.

Renewal of gas distribution assets: replacement of aging networks to reduce fugitive emissions of natural gas. Network's digitalization and renovation in order to facilitate the introduction of renewable gases (biomethane, hydrogen-methane blending, etc.).

Renewable power: photovoltaic power installed at the company's headquarters that will save more than 1.3 ktons, in terms of tons of CO²

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 a the number of spent batteries for disposal.

Reduction of CO² and CH⁴ emissions: through the implementation of energy efficiency measures for the pre-heating cycle in REMI cabins and the adoption of innovative methods to search for CH⁴ leakage in the networks.

Sustainable vehicles: corporate fleet renewal according to the highest sector standards. By 2028, the electric/hybrid car fleet target is

4. Strategic plan 2025-2028

Strategic pillars Plan projections Shareholder remuneration

Ascopiave Group – Strategic plan 2025-2028 56

Economic and financial targets

The plan projections have been formulated and defined, taking into account the ongoing and realistically achievable growth and diversification initiatives

Reasonable forecasts

• The projections reflect reasonably achievable goals for the Group.

Growth driven by the regulated gas distribution core business

• The growth in capital invested in the core business of gas distribution is due to the acquisition of assets from the A2A Group (which is expected to be completed in July 2025) and to the execution of a significant capital expenditure plan on the plants currently managed. Capex in the renewable energy and green hydrogen segment relate to the completion of ongoing projects.
• No further development initiatives are reflected in the projections.

Uncertainty about the start of ATEM tenders

Due to the uncertainty about the timing of the launch and awarding of ATEM tenders, no scenario has been developed to quantify the potential effects of their allocation.

Group capex

The plan includes the implementation of a significant amount of capex, which leads to an increase in invested capital in the relevant sectors both organically and through external growth

Capex in gas distribution related to:

• current network's maintenance and development and related measurement infrastructure;
• acquisition of assets from the A2A Group and subsequent development and maintenance of the acquired network;
• efficiency & innovation.

Capex in renewable energy and green hydrogen related to:

• development of new photovoltaic plants;
• development of a project for the production and distribution of green hydrogen.

Capex in new corporate headquarters and other centralized capex.

Divestments in non-fully consolidated subsidiaries (EstEnergy / Hera Comm): Exercise of put options

Insight: capex in gas distribution

Most of the planned investments are focused on gas distribution, following the acquisition of assets from the A2A Group and upgrades to the distribution network within the current perimeter

Network and facilities maintenance:

~199 km of network, makeover of ~13.0k UDS¹ and ~178 FRG² and cabins interventions

• Network and facilities development: ~41 km of new pipelines and ~2,5k new UDS¹
• Measurement equipment and infrastructure: installation of ~255.3k meters
• Network digitalization, efficiency, and innovation
  -
• including capex for process digitalization

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

Key prospective data - gas distribution

The growth prospects, both through internal and external expansion, will lead to a further consolidation of the Group in the gas distribution sector

Key prospective data - renewable energy and green hydrogen

The diversification strategy will also allow the Ascopiave Group to increase its presence in the renewable energy sector

Key prospective data – Environmental sustainability

Thanks to an efficiency strategy and the integration of renewable energy sources, the Ascopiave Group will be able to generate a positive impact on the climate by reducing CO² emissions¹

in terms of CO² to green hydrogen initiatives.

Ascopiave Group – Strategic plan 2025-2028 63 Notes: ¹The sustainability goals refer only to the currently managed corporate perimeter; ²Sum of the expected lower emissions in the years 2025-2028 compared to the emissions of 2024; ³Sum of the expected higher savings in the years 2025-2028 compared to the savings of 2024

The plan's implementation results in growing economic outcomes

Ascopiave Group – Strategic plan 2025-2028 64 Notes: ¹2024 preliminary data; ²Financial income mainly consists of dividends/income from minority interests. In 2024, financial income includes the pro-rata result of the interests in EstEnergy for only the first nine months of the year (7.7m€) because, following the exercise of the put option, the company is no longer consolidated using the equity method but as an asset held for sale

Invested capital and financial debt

Over the plan period, it is foreseen an increase in invested capital in the regulated gas distribution sector and an optimization of the funding sources' mix, with greater reliance on financial leverage

Distribution of economic value generated

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

179m€ Retained value added 657m€ Distributed added value 835m€ ¹⁹⁸m€ 164m€ 79m€ 154m€ 62m€ 657m€

Added value¹ generated by Ascopiave's activities in plan period 2025-2028

Employees

Lenders

Local comunities

Shareholdings

Public administration

4. Strategic plan 2025-2028

Strategic pillars Plan projections Shareholder remuneration

Financial management goals

Ascopiave focuses on optimizing capital costs and financial flexibility to create long-term value for shareholders

Financial debt management

• Identification of new banking and nonbanking counterparties to collaborate with, aiming to optimize the cost of debt.
• Proactive management of maturities, pursuing consistency between sources and uses and extending the average life of the debt.
• Optimized treasury management (cash pooling).
• Maintaining a level of leverage that meets the requirements shared with various lenders.

Equity management

• No need to resort to new contributions from shareholders.
• Purchase of own shares for potential exchanges in extraordinary merger transactions.
• Remunerative and sustainable dividend distribution.

Acquisizione di A2A Assets acquisition from A2A Group

• It has been planned to finance part of the acquisition of assets from the A2A Group through the resources derived from the exercise of the put option on the minority interest in EstEnergy.

Shareholder remuneration

The Group has consistently created value for its shareholders, as underlined by the regular distribution of dividends. For the 2024-2028 period, an attractive and sustainable dividend distribution is expected

Ascopiave Group – Strategic plan 2025-2028 69 Notes: ¹Historic average dividend and dividend yield calculated by considering only the ordinary dividend; ²2024 preliminary data; ³Dividend approved and distributed during 2029 with reference to fiscal year 2028; ⁴Dividend yield calculated as the ratio between distributed dividend and the share price at the end of the year

5. Final considerations

Ascopiave Group – Strategic plan 2025-2028 70

The Ascopiave Group is a well-established entity with a portfolio of assets characterized by a low-risk profile.

The main strategic guidelines of the Ascopiave Group are based on core business' growth, diversification into new synergistic activities, economic and operational efficiency and innovation.

The capex plan, amounting to approximately 871 m€, is mainly allocated to the core business of gas distribution. The plan will be funded with over 288 m€ through resources derived from the exercise of put options on the interests in EstEnergy and HeraComm.

The acquisition of assets from the A2A Group, with closing expected in July 2025, will lead to a decisive focus of the Group on the regulated natural gas distribution sector, which is characterized by substantial cash flows stability.

The expected results envisage sustainable business development capable of creating value for shareholders and other key stakeholders.

The plan includes the distribution of a remunerative and growing dividend.

Assumptions underlying the plan (1/2)

Gas distribution Diversification

• Acquisition of assets from A2A Group (+ approx. 490 users);
• No change in the perimeter for the potential awarding of ATEM tenders;
• Significant organic capex primarily aimed at the renewal and technological development of the plants;
• Operating costs and capex consistent with the assumption of business continuity.

▪ Renewable energy:

• Acquisition of new installed capacity through the construction of new plants for 39MW;
• Revenues consistent with the assumption of normal production and taking into account expected price trends as indicated by leading sector consultants.
• «Green» gases:
  • Completion by 2027 of the project for the construction of a green hydrogen production and distribution plant.

Assumptions underlying the plan (2/2)

Parameter	Plan hypothesis
Inflation	2.04% - average annual inflation over the plan period (2025: 2.14% / 2026-2028: 2.00%). IMF estimates for Italy (October 2024)
WACC reale pre-tax (RAB distribuzione)	5.9% in 2025-2028 (vs recognized rate in 2024: 6.5% )
Tariff operating costs	Estimated in line with the current levels set by regulation
Tariff capital costs	Continuity of the cost recognition methodology (actual distribution costs, maintenance of depreciation rates, etc.)
Electricity prices	Energy sale prices in line with medium-term trend forecasts (average price by 2028 - including incentives: €111/MWh; average market price: €108/MWh)
Dividends from minority interest	Assumed in continuity with historical references or with the plans approved by the companies. Progressive reduction for the assumption of exercising put options on EstEnergy and Hera Comm
Income taxes	IRES tax rate of 24% and IRAP of approx. 5% assumed constants over the entire plan period
Cost of debt	Approx. 3.1% - Average annual interest rate over the plan period. Growth is assumed to be consistent with the yield curve and refinancing assumptions.
Dividends	15 c€ in 2024 increasing by 1 c€/per year in the following 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.