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Aeroporto Guglielmo Marconi Di Bologna

Quarterly Report Jun 23, 2025

4160_rns_2025-06-23_4931732e-207d-44f1-bbb5-22bff25f1eaf.pdf

Quarterly Report

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Consolidated Interim Financial Report Aeroporto Guglielmo Marconi di Bologna Group at September 30, 2022

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

Aeroporto Guglielmo Marconi di Bologna S.p.A. 2

CONTENTS

Ownership of the Parent Company Aeroporto G. Marconi di Bologna S.p.A. 4
Board of Directors 5
Board of Statutory Auditors 6
Auditing Firm 6
Directors' Report at September 30, 2022 7
Consolidated Financial Statements at September 30, 2022

Statement of Consolidated Financial Position

Consolidated Income Statement
50
51
52

Consolidated Statement of Comprehensive Income
53

Consolidated Cash Flow Statement
54

Statement of Changes in Consolidated Shareholders' Equity
55
Notes to the Consolidated Financial Statements at September 30, 2022 56
Statement pursuant to Article 154-bis of the CFA 92

Aeroporto Guglielmo Marconi di Bologna S.p.A. 3

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

Aeroporto Guglielmo Marconi di Bologna Spa Via Triumvirato, 84 - 40132 Bologna Bologna Economic and Administrative Register No.: 268716 Bologna Company Registration Office, Tax and VAT No.: 03145140376 Share capital: Euro 90,314,162.00 fully paid-in

Ownership of the Parent Company Aeroporto Guglielmo Marconi di Bologna S.p.A.

According to the shareholder register and the notices received pursuant to Article 120 of Legislative Decree No. 58/98, the shareholders of the Parent Company, Aeroporto Guglielmo Marconi di Bologna S.p.A., with holdings of more than 5% were as follows at September 30, 2022:

SHAREHOLDER % held
BOLOGNA CHAMBER OF COMMERCE 39.10%
ATLANTIA S.P.A. (EDIZIONE S.R.L.) 29.38%
F2I FONDI ITALIANI PER LE INFRASTRUTTURE SGR SPA 9.99%

The following have been considered in presenting the Parent Company's ownership structure:

  • Interests held by the party reporting the holding, or by the party at the head of the chain of control of the holding

  • Interests deriving from notices submitted by shareholders or notices relating to significant shareholdings pursuant to Article 152 of the CONSOB Issuers' Regulation.

Furthermore, on August 2, 2021 the Bologna Chamber of Commerce, Municipality of Bologna, Metropolitan City of Bologna, Region of Emilia-Romagna, Modena Chamber of Commerce, Ferrara Chamber of Commerce, Reggio Emilia Chamber of Commerce and Parma Chamber of Commerce entered into a new shareholder agreement governing certain rights and obligations in respect of the shareholder structure and corporate governance of Aeroporto Guglielmo Marconi di Bologna S.p.A.

This Shareholder Agreement, filed at the Bologna Companies Registration Office on August 5, 2021 and sent to Consob on the same date, includes provisions on voting and transfer restrictions, binding the following interests:

PUBLIC SHAREHOLDERS % Share Capital subject to
Voting Agreement
BOLOGNA CHAMBER OF COMMERCE 39.10%
MUNICIPALITY OF BOLOGNA 3.88%
METROPOLITAN CITY OF BOLOGNA 2.31%
REGION OF EMILIA ROMAGNA 2.04%
MODENA CHAMBER OF COMMERCE 0.30%
FERRARA CHAMBER OF COMMERCE 0.22%
REGGIO EMILIA CHAMBER OF COMMERCE 0.15%
PARMA CHAMBER OF COMMERCE 0.11%

Aeroporto Guglielmo Marconi di Bologna S.p.A. 4

PUBLIC SHAREHOLDERS % Share Capital subject to
Transfer Restriction
Agreement
BOLOGNA CHAMBER OF COMMERCE 37.5325326%
MUNICIPALITY OF BOLOGNA 3.8477737%
METROPOLITAN CITY OF BOLOGNA 2.2972543%
REGION OF EMILIA ROMAGNA 2.0210297%
MODENA CHAMBER OF COMMERCE 0.0835370%
FERRARA CHAMBER OF COMMERCE 0.0627298%
REGGIO EMILIA CHAMBER OF COMMERCE 0.0427747%
PARMA CHAMBER OF COMMERCE 0.0314848%

Board of Directors

The Board of Directors, appointed by the Shareholders' Meeting of April 29, 2019 and in office until April 26, 2022, the approval date of the financial statements as at December 31, 2021 comprises:

Name Office
Enrico Postacchini Chairperson
Nazareno Ventola Chief Executive Officer (*)
Silvia Giannini Director (B)
Giada Grandi Director (A)
Eugenio Sidoli Director (A)
Valerio Veronesi Director
Marco Troncone Director (B)
Giovanni Cavallaro Director
Laura Pascotto Director (A) (B)

(*) Chief Executive Officer and General Manager. He has also been appointed as Director responsible for the Internal Control and Risk Management System.

(A) Member of the Remuneration Committee (Chairperson Eugenio Sidoli)

(B) Member of the Control and Risks Committee (Chairperson Silvia Giannini)

The Shareholders' Meeting of April 26, 2022 appointed the new Board of Directors in office until the approval date of the financial statements as at December 31, 2024, comprising:

Name Office
Enrico Postacchini Chairperson
Nazareno Ventola Chief Executive Officer () (*)
Elena Leti Director (B)
Giada Grandi Director (A)
Sonia Bonfiglioli Director (A)
Valerio Veronesi Director
Alessio Montrella Director

Aeroporto Guglielmo Marconi di Bologna S.p.A. 5

Giovanni Cavallaro Director (B) Laura Pascotto Director (A) (B)

(*) confirmed Chief Executive Officer by the Board of Directors on May 3, 2022.

(**) continues as General Manager. He has also been appointed as Director responsible for the Internal Control and Risk Management System.

(A) Member of the Remuneration Committee (Chairperson Sonia Bonfiglioli)

(B) Member of the Control, Risks and Sustainability Committee (Chairperson Laura Pascotto)

Board of Statutory Auditors

The Board of Statutory Auditors, appointed by the Shareholders' Meeting of April 29, 2019 and in office until April 26, 2022, the approval date of the financial statements as at December 31, 2021, comprises:

Name Office
Pietro Voci Chairperson
Samantha Gardin Statutory Auditor
Alessandro Bonura Statutory Auditor
Violetta Frasnedi Alternate Auditor
Alessia Bastiani Alternate Auditor

The Shareholders' Meeting of April 26, 2022 appointed the new Board of Statutory Auditors in office until the approval date of the financial statements as at December 31, 2024, comprising:

Name Office
Rosalba Cotroneo Chairperson
Francesca Aielli Statutory Auditor
Alessandro Bonura Statutory Auditor
Sergio Graziosi Alternate Auditor
Alessia Bastiani Alternate Auditor

Auditing Firm

EY S.p.a. was appointed as the auditing firm by the Shareholders' Meeting of May 20, 2015 for the financial years 2015-2023.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 6

Directors' Report of Aeroporto Guglielmo Marconi di Bologna S.p.A. Group at September 30, 2022

Aeroporto Guglielmo Marconi di Bologna S.p.A. 7

INTRODUCTION 10
1 STRATEGIES AND RESULTS 13
1.1 AIR TRANSPORT GENERAL SECTOR AND PERFORMANCE: G. MARCONI AIRPORT OVERVIEW AND POSITIONING . 13
1.2 IMPACTS OF THE COVID-19 PANDEMIC ON BOLOGNA AIRPORT AND INITIATIVES BY THE ADB GROUP IN
RESPONSE TO THE EMERGENCY 15
1.3 STRATEGIC OBJECTIVES 16
2. KEY OPERATING RESULTS ANALYSIS 19
2.1 AVIATION STRATEGIC BUSINESS UNIT 19
2.1.1 AVIATION STRATEGIC BUSINESS UNIT: TRAFFIC DATA 19
2.1.2 AVIATION STRATEGIC BUSINESS UNIT: FINANCIAL HIGHLIGHTS 22
2.2 NON-AVIATION STRATEGIC BUSINESS UNIT 24
2.2.1 NON-AVIATION STRATEGIC BUSINESS UNIT: FINANCIAL HIGHLIGHTS 24
2.3 STRATEGIC BUSINESS UNIT OTHER 25
2.3.1 STRATEGIC BUSINESS UNIT OTHER: FINANCIAL HIGHLIGHTS 25
3 ANALYSIS OF THE OPERATING RESULTS, FINANCIAL POSITION AND CASH FLOWS 26
3.1 CONSOLIDATED OPERATING RESULTS ANALYSIS 26
3.2 CASH FLOW ANALYSIS 30
3.3 FINANCIAL POSITION ANALYSIS 32
3.4 KEY INDICATORS 33
3.5 INVESTMENTS 33
3.6 PERSONNEL 34
3.7 KEY INFORMATION ON THE SUBSIDIARIES' PERFORMANCES 36
4.1 QUALITY 37
5 REGULATORY FRAMEWORK 37
5.1 REGULATORY AGREEMENT AND NEW TARIFF DYNAMIC 2020-2023 37
5.2 CONTINUITY OF SERVICES PROVIDED BY ALITALIA IN EXTRAORDINARY ADMINISTRATION 38
6 DISPUTES 38
6.1 ACTION BEFORE AGA PROPOSED IN RELATION TO THE DECREE OF APRIL 3, 2020 CONCERNING ENAV ASSETS, INCLUDING THE
VAL EQUIPMENT 38
6.2 FFM CUSTOMS DISPUTE 39
6.3 ERNEST REVOCATORY ACTION 39
6.4 TENDER CONTRACT - TERMINATION FOR DAMAGES 39
7 MAIN RISKS AND UNCERTAINTIES 40
8 ALTERNATIVE PERFORMANCE INDICATORS 46
9 GUARANTEES PROVIDED 46
10 SUBSEQUENT EVENTS AND BUSINESS OUTLOOK 47

Aeroporto Guglielmo Marconi di Bologna S.p.A. 9

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

INTRODUCTION

This report, accompanying the interim Condensed Consolidated Financial Statements of the Aeroporto Guglielmo Marconi di Bologna Group (hereinafter also the "Aeroporto Group", "Aeroporto" or "AdB") for the nine months ended September 30, 2022, in presenting the Group's performance indirectly analyses also the performance of the Parent Company, Aeroporto Guglielmo Marconi di Bologna S.p.A., the holder of the concession for the full management of Bologna Airport, i.e. Full Management Concession No. 98 of July 12, 2004 and subsequent Additional Deeds, approved by Decree of the Ministry of Transport and Infrastructure and of the Economy and Finance of March 15, 2006, with a term of 40 years starting on December 28, 2004. Given the drastic drop in traffic at Italy's airports due to COVID-19, Article 102, Paragraph 1-bis of Decree-Law No. 34 of May 19 (Relaunch Decree), converted into Law No. 77 of July 17, 2020, extended the duration of airport concessions by two years in order to cushion the consequent economic blow. Given the direct applicability of the above law, Bologna Airport's concession is extended to December 28, 2046.

The Group's structure at September 30, 2022 and a brief description of the type and businesses of its subsidiaries is presented below:

  • Tag Bologna S.r.l. (hereinafter also "TAG"), formed in 2001 and operational since 2008, following the completion and opening of the General Aviation Terminal and hangar. In addition to managing the above infrastructure at Bologna airport, the company operates as a handler in the General Aviation sector. The Parent Company on October 2, 2018, taking the opportunity to better control the dedicated airside flight infrastructure, acquired 49% of TAG to gain full ownership;
  • Fast Freight Marconi Spa (hereinafter also "FFM"), formed in 2008 by the former subsidiary Marconi Handling S.r.l. (GH Bologna Spa with effect from April 1, 2017), following the contribution of a cargo and mail handling business unit based out of Bologna airport. The Parent Company acquired a 100% interest in FFM in 2009.

The amounts in the tables in this Directors' Report are in thousands of Euro, whereas those in the comments are in millions of Euro, unless otherwise indicated. The data is from internal Parent Company sources unless otherwise indicated.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 10

Business Description

Airport business may be divided into aviation and non-aviation activities. Aviation activities primarily consist of managing, maintaining and developing airports, which also includes security checks and surveillance, as well as aviation services for passengers, other users and airport operators and marketing activities to develop passenger and cargo traffic. Non-aviation activities primarily consist of developing airport real estate and commercial potential.

Based on the nature of operations, the Group manages the airport through the following Strategic Business Units (SBU's):

  • Aviation Strategic Business Unit
  • Non-Aviation Strategic Business Unit.

Aviation SBU

The Aviation SBU's main activities involve managing and developing airport infrastructure and in particular of:

  • providing customers and operators with efficient access to all infrastructure, both land side (terminal, baggage sorting, car parking, traffic and cargo storage) and air side (aircraft runways and aprons);
  • providing security services and services for passengers with reduced mobility (PRM's);
  • informing the public and airport users;
  • developing, revamping and expanding airport infrastructure, including installations and equipment, ensuring compliance with applicable legislation.

Consideration for such services takes the form of airport charges of the following types paid by airlines, airport operators and passengers:

  • passenger service fees: these fees are due for the use of infrastructure, installations and common areas required for passenger boarding, disembarkation and hospitality and are based on the number of departing passengers, as well as whether they are bound for destinations within or outside the EU, with reductions for minors;
  • take-off and landing fees: these fees are due for all aircraft that take off and land and are calculated on the basis of the aircraft's maximum authorised weight at take-off and the type of flight (commercial or general aviation);
  • aircraft parking fees, calculated according to maximum weight at take-off and the duration of stay;
  • cargo fees based on the weight of the cargo carried by aircraft;
  • refuelling fees, assessed per cubic metre of fuel supplied to aircraft.

The Aviation SBU's other major revenue sources are:

  • departing passenger security fees: these fees are due for providing security check services, including the personnel and equipment used by the manager to provide this service;
  • checked baggage security fees: these fees are due for the equipment and personnel responsible for performing such checks;
  • PRM fees: they include the fees paid for services for passengers with reduced mobility and are based on the number of departing passengers (PRM and otherwise);
  • fees for the exclusive use of premises: they include fees for using airport infrastructure dedicated to individual carriers or operators (check-in desks, offices, operating premises), calculated according to the duration of use, floor area and/or location and type of the premises used;
  • centralised infrastructure fees: these fees refer solely to aircraft de-icing services and are based on the number of winter flights;

Aeroporto Guglielmo Marconi di Bologna S.p.A. 11

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

  • cargo handling and general aviation fees and fees due for the related activities such as customs clearance and refuelling.

Non-Aviation SBU

The Non-Aviation SBU's main activities relate to parking management, retail sub-concessions, advertising, services for passengers and real estate management.

Parking

Bologna airport's directly operated paid parking areas offer approximately 5,300 car parking spaces, located in three parking areas: the first close to the terminal, the second close to airport grounds and the third located at approx. 1.5 KM away. The latter has been temporarily closed since 2020, taking account of the sharp reduction in demand due to the COVID-19 emergency. This latter parking area was opened in June in order to respond to the traffic recovery.

Retail

Bologna airport's retail offerings include internationally recognised brands with local ties and some of the leading local, domestic and international retail and catering chains. The shopping area extends over approximately 4,300 m² and includes 38 shops. The latest airport upgrade developed the Duty-free areas – one of the SBU's main revenue sources. In 2020 because of the spread of the pandemic and the resulting dramatic fall in traffic most sub-concession holders closed their commercial establishments, only starting to reopen gradually in July. Since March 31, 2022, following a gradual recovery in traffic, most of the retail spaces are now operating.

Advertising

Advertising is managed using digital and large-format back-lit displays located in areas of the terminal's interior and exterior where the advertisements are highly visible. Campaigns involving the personalisation of particular areas or furnishings located in the airport are sometimes conducted.

Passenger services

Passenger services include a business lounge operated directly by the Parent Company. The Marconi Business Lounge (MBL) is an exclusive, comfortable environment used mostly by business passengers travelling with the major legacy carriers. The "You First" service provides arriving and departing passengers with access to exclusive services such as check-in and baggage collection assistance, porterage, gate assistance and priority boarding.

Among the other services offered to passengers is car hire: nine rental companies offer a total of 16 specialised brands, with a total of 500 vehicle spaces available for their fleets. Car rental services remained available at all times, despite the drastic reduction in traffic caused by the pandemic.

Real Estate

Real estate activity is divided into two general areas: sub-concession revenues for aviation-related commercial activities, above all express couriers, and sub-concession revenues for handling services, which are subject to regulated tariffs.

The total commercial premises under sub-concession extend to over 90,000 square metres, of which over 70,000 square metres of offices, warehouses, technical service areas and hangars and approximately 20,000 square metres of outdoor space used for parking operating vehicles, manoeuvring in loading and loading areas and aircraft refuelling vehicle areas. In June 2021, areas under sub-concession increased following the start of operations of a new area for a cargo operator, which was created by the airport operator on a parcel of land within the airport measuring about 17,000 sq. m. and includes a building with a surface area of about 6,000 sq. m. used for offices and warehousing.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 12

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

1 STRATEGIES AND RESULTS 1.1 AIR TRANSPORT GENERAL SECTOR AND PERFORMANCE: G. MARCONI AIRPORT OVERVIEW AND POSITIONING

In line with the second quarter of the year, the third quarter continued to be affected by macro-economic and geopolitical factors that led to downside risks to activity in most economies. Among these, high inflation continued to weigh on activity in the major advanced economies, as directly affected by (i) strained financial conditions, (ii) persistent supply-side constraints, and (iii) uncertainty related to the conflict in Ukraine (which could, among other matters, result in a complete disruption of Russian gas flows to Europe).

As an immediate response to the current economic situation, in October the International Monetary Fund in its baseline scenario confirmed the forecast for global GDP growth in 2022 of July, while lowering the estimate for 2023 to 2.7%, reflecting the downside risks already mentioned, in addition to the possible adoption of overly restrictive and uncoordinated monetary policies and a sharper slowdown of the Chinese economy.

Even in the eurozone, after expanding in the first half of the year, GDP stagnated in the summer months, impacted mainly by fresh sharp increases in energy commodity prices and heightened uncertainty. Inflation rose to 9.9% in September, driven mainly by the more volatile components. As a response to the current economic situation, the ECB's Governing Council decided on two key interest rate raises at its July and September meetings totalling 1.25%, with further raises planned for future meetings - at a pace and up to a level that will be determined on the basis of the emerging new data and the revised inflation and growth outlook.

At the commodities level, the price of Brent crude fell to approximately USD 90 per barrel in the September average, the lowest level since the start of the war in Ukraine, affected mainly by the worsening outlook for the major economies and slowing demand from China. On September 2, the G7 countries announced that they had reached an agreement to cap the price of crude oil from Russia. Prices then rose moderately in the first half of October, after OPEC+ announced further production cuts, while remaining below early summer levels. However, futures still signal very high prices for all of 2023, in part because of the risks to the security of supply. The price of natural gas traded on the Dutch Title Transfer Facility (TTF) market reached nearly Euro 340 per megawatt-hour (new highs) at the end of August, driven by rapid stockpiling by European countries and other factors, such as fears (later materialising on September 2) of a total and indefinite interruption of flows from Russia via the Nord Stream 1 pipeline and sustained energy demand due to exceptionally high temperatures in Europe. The price subsequently fell to just over Euro 110 by October 18, with the slowdown in purchases (following the achievement of the 80% storage target suggested by the European Commission) and a drop in consumption contributing to the decline.

During the summer, agricultural commodity costs rose as a result of drought in Europe and the effects of the continuing war in Ukraine on fertiliser prices and supply chains, while remaining well below the highs reached in the spring (Source: Bank of Italy Economic Bulletin, October 2022).

Aeroporto Guglielmo Marconi di Bologna S.p.A. 13

Against this backdrop, according to the IATA, passenger traffic in September 2022 was in line with seasonal trends and against the figures for the previous three months, driven by a general global economic recovery and benefiting from a gradual lifting of movement restrictions, particularly in the Asia-Pacific region. Also on the demand side, the easing of restrictions drove the recovery over the summer season and a stabilisation in September, confirming its resilience despite the uncertain macro-economic environment and the impact, particularly domestically, from fresh lockdowns in certain parts of China. Global traffic in September was 26.2% lower than 2019, with the gradual post-pandemic recovery therefore continuing. Global cargo traffic in September was down both on the comparative period and on the same month of 2021 (respectively - 10.6% and -6.0%), with volumes slowing already by March and contracting 1.5% on August. This performance reflects an initial weakening of demand, although a slight recovery emerged, supported by the gradual easing of movement restrictions in Asia-Pacific. The reduction in air cargo demand is due to a number of factors, including (i) consumer spending preference for flights and holidays over online shopping, (ii) the erosion of purchasing power as a result of growing inflation related to fears of a global recession and (iii) the impact of the conflict in Ukraine, which continues to affect Eastern Europe and the related traffic. Compared to 2019 however, cargo traffic volumes recovered on the comparative period (+0.4%), while slowing month-onmonth (-3.6%).

European passenger traffic in September was down 19% on 2019, continuing to be only marginally impacted by the war in Ukraine. Cargo traffic was 12.6% lower than September 2019, due to the problems caused by a lack of personnel and the supply chain difficulties, high inflation (particularly in Turkey) and the Russia-Ukraine conflict (Source: IATA, Air Passenger and Air Freight Market Analysis, September 2022).

Italian passenger traffic recovered throughout the first nine months of the year, with volumes overall 16% behind 2019. In September, passenger traffic was 5% lower than 2019. Cargo traffic however in the first nine months of the year was up 2.3% on the first nine months of 2019 (Source: Assaeroporti e Aeroporti 2030, September 2022).

Bologna Airport reported in the first nine months of 2022 a 158.2% increase in passenger traffic compared to 2021 (-9.4% compared to 2019). At the end of the first nine months of 2022, Bologna Airport ranked seventh in Italy by number of passengers and third by cargo volume transported.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 14

1.2 IMPACTS OF THE COVID-19 PANDEMIC ON BOLOGNA AIRPORT AND INITIATIVES BY THE ADB GROUP IN RESPONSE TO THE EMERGENCY

The beginning of 2022 has been significantly impacted by the ongoing COVID-19 pandemic. Thanks to the gradual easing of restrictions on passengers entering Italy from EU countries, international traffic picked up in February and increased further in March. The significant growth continued until June 30 and was further strengthened by demand in summer 2022.

Again in 2022, as in previous years, the Group has maintained measures to ensure the safety of passengers, employees and the entire airport community, based on best sector practices, while also obtaining the AHA Airport Health Accreditation certification for the third year.

In order to reduce costs while also protecting jobs in the extremely uncertain climate created by the pandemic, in January 2022, AdB signed at regional level an agreement with the Trade Unions/Workers' Representative Body (RSU) for the introduction of an additional period of the Extraordinary Temporary Lay-Off Scheme, with a maximum duration of 12 months (from February 1, 2022 until the end of January 2023). In a situation of considerable market uncertainty and ongoing pandemic, the Italian government has provided the airport sector with recourse to a special temporary lay-off scheme due to a "sudden and unforeseen event" related to the emergence of the COVID-19 Omicron variant. Social security supports were utilised until the end of May 2022 and thereafter terminated following the above outlined increase in traffic.

From a financial viewpoint, the Group entered the critical phase of the COVID-19 emergency with a solid and balanced equity and financial structure, which has allowed it to meet its commitments even in those months of greatest pressure on liquidity. Among the main measures introduced to tackle the crisis, in addition to cost reductions, the Group focused on revising the timeframes for investments and non-urgent replacement/upgrade work. In mid-2020, the Parent Company also signed two loans for a total of Euro 58.9 million, in order to ensure adequate resources for the Group to meet its financial needs, related to the increase in working capital and support for its business plan. In addition, in December 2021, AdB signed with the European Investment Bank (EIB) a long-term loan up to a maximum amount of Euro 90 million to support the infrastructural development plan.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 15

1.3 STRATEGIC OBJECTIVES

The Group's strategic objectives which underlie the development of all operations are outlined below.

"Connect"

The Group seeks to maintain a varied range of flight offerings suited to various types of users by adding to the number of airlines operating out of the airport, while continuing to maintain good margins also on the new traffic generated. In terms of traffic development, the Group targets the adding of routes, with the introduction of new Eastern and long-haul destinations, while boosting frequencies to existing destinations. The Group also focuses on improving airport accessibility, through the development of ground connections and the expansion of its catchment area.

"Develop"

The investments outlined in the Master Plan and Regulatory Agreement are fundamental to the development of the Group's business. The strategy in question calls for an efficient use of the existing infrastructure's capacity and modular implementation of new investments to ensure that infrastructure capacity keeps pace with expected traffic development. The passenger terminal expansion project is a key part of the infrastructure development plan, permitting the development of - in particular - the security control areas and the boarding gates, in addition to extending dedicated commercial space.

The Group also plans to develop non-aviation business with the opening of new stores, new car spaces and the extension of the range of services available to passengers.

"Experience"

The Group is focused on ensuring the constant improvement of the services offered to airport users in its fields of operation, both directly and indirectly, while also constantly improving its standards of security, quality and respect for the environment. In order to support and improve all aspects of operations and generate Customer loyalty, the Group considers it key to develop a culture of innovation which revolves around the installation of technology that facilitates greater interaction with passengers and optimises the airport travelling experience.

"Care"

The Group is committed to all aspects of sustainability, ranging from those of an environmental nature to compliance with ethical and social principles, in view of the important role which Bologna airport plays as a vital hub for the region. The Group also strives to develop those who work at the Airport and build an organisation which responds to the evolving demands of the market and which supports the individual in their work.

The Group has furthermore identified two overarching guidelines to the strategic objectives identified above which are viewed as a touchpoint for company operations:

"Maximise financial performance"

The Group is focused on consistently improving the financial performance and on ensuring an adequate return for shareholders.

"Performing and sustainable corporation"

The Group aims to improve the efficiency and efficacy of its processes and internal structure, with a view to improving company performance and development, while paying increasing attention to sustainability in its environmental, social and governance components.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 16

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

1.3 SHARE PERFORMANCE

AdB's shares began trading on the STAR segment of the Milan Stock Exchange on July 14, 2015. The following graphs present:

  • the share performance between January 1, 2022 and September 30, 2022;
  • tracking of the company's share performance against the FTSE Italia all-share index.

On September 30, 2022, the official share price was Euro 7.10 per share, resulting in an AdB Group market capitalisation of Euro 256.5 million at that date.

AdB share and FTSE Italia All-Share performance (01/01/2022-30/09/2022)

Aeroporto Guglielmo Marconi di Bologna S.p.A. 17

AdB share performance – prices and volumes (01/01/2022-30/09/2022)

The AdB share price and volumes in the most recent two-year period were heavily impacted by the COVID-19 health emergency.

In the first nine months of 2022, AdB's share price remained essentially stable until June, with a dip in early March and late April as market trading volumes increased and at the time of the Shareholders' Meeting. It then declined gradually until September. In addition therefore to having decreased in August on the basis of higher volumes traded, the share began to feel the impact of the macro-economic conditions (i.e. strong inflation) and geopolitical issues (i.e. the Russia and Ukraine tensions) in the last quarter, declining 8% on the average Q2 2022 value.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 18

2. KEY OPERATING RESULTS ANALYSIS

2.1 AVIATION STRATEGIC BUSINESS UNIT

2.1.1 AVIATION STRATEGIC BUSINESS UNIT: TRAFFIC DATA

The first nine months of 2022 in fact saw a gradual recovery of traffic volumes to reach 2019 levels in the third quarter. After a January that was adversely impacted by infections of the Omicron variant, traffic volumes posted a gradual increase beginning in February, thanks to a loosening of restrictions for arrivals into Italy from EU countries. From June, traffic levels therefore began to exceed pre-pandemic levels, reaching record highs for transiting passengers in July and August. During the first nine months of the year, the airport recorded a total of 6,498,592 passengers, a sharp increase compared to the first nine months of 2021 (+158.2%), which had been compromised by the second wave of COVID-19 infections. There were 54,270 movements (+96.9%) and 40,484 tonnes of cargo transported (+11.7%). Compared to the same period of 2019, passenger traffic for the first nine months of 2022 was 9.4% lower and movements were 7.8% lower, whereas cargo traffic increased by 11.4%. The load factor rose from 67.7% in the first nine months of 2021 to 78.8% in the same period of 2022. Average aircraft load however remains slightly under the first nine months of 2019 (81.9%).

Aeroporto Guglielmo Marconi di Bologna S.p.A. 19

January-September
2022
January-September
2021
Change %
2022-2021
January-September
2019
Change %
2022-2019
Passengers 6,498,592 2,517,292 158.2% 7,175,435 (9.4%)
Movements 54,270 27,568 96.9% 58,844 (7.8%)
Tonnage 3,708,016 1,811,410 104.7% 3,864,679 (4.1%)
Cargo 40,484,261 36,242,905 11.7% 36,336,775 11.4%

Data includes General Aviation and transits

Passenger traffic breakdown January
September
2022
% of total January
September
2021
% of
total
January
September
2019
% of total Change %
22-21
Change %
22-19
Legacy 1,718,490 26.4% 691,221 27.5% 2,918,751 40.7% 148.6% (41.1%)
Low-cost 4,743,064 73.0% 1,803,016 71.6% 4,133,751 57.6% 163.1% 14.7%
Charter 21,435 0.3% 13,395 0.5% 103,847 1.4% 60.0% (79.4%)
Transits 7,264 0.1% 4,124 0.2% 12,307 0.2% 76.1% (41.0%)
Total Commercial Aviation 6,490,253 99.9% 2,511,756 99.8% 7,168,656 99.9% 158.4% (9.5%)
General Aviation 8,339 0.1% 5,536 0.2% 6,779 0.1% 50.6% 23.0%
Total 6,498,592 100.0% 2,517,292 100.0% 7,175,435 100.0% 158.2% (9.4%)

Low-cost traffic saw increased volumes compared to 2019 (+14.7%), whereas legacy traffic saw a slower recovery (-41.1% compared to 2019) due to both a greater reduction in movements and a lower average load factor. These different growth trends altered the traffic mix, resulting in an increase in the share of low-cost traffic, which offers lower margins, from 57.6% in the first nine months of 2019 to 73.0% for the first nine months of 2022.

In line with the last two years, and as a result of ongoing partial restrictions on international travel particularly in the initial part of the year - domestic sector passenger numbers performed substantially better than international flights compared to the previous year.

A two-speed recovery is therefore confirmed, with passengers on domestic flights already reaching prepandemic traffic levels (+16.0% on 2019), while international passengers numbers continue to be subdued by uncertainties surrounding the international health situation and the different access rules among countries (-16.2% on 2019).

Passenger traffic
breakdown
January
September
2022
% of total January
September
2021
% of
total
January-September
2019
% of
total
Change %
22-21
Change %
22-19
Domestic 1,736,818 26.7% 1,022,238 40.6% 1,497,138 20.9% 69.9% 16.0%
International 4,753,435 73.1% 1,489,518 59.2% 5,671,518 79.0% 219.1% (16.2%)
Total Commercial
Aviation
6,490,253 99.9% 2,511,756 99.8% 7,168,656 99.9% 158.4% (9.5%)
General Aviation 8,339 0.1% 5,536 0.2% 6,779 0.1% 50.6% 23.0%
Total 6,498,592 100.0% 2,517,292 100.0% 7,175,435 100.0% 158.2% (9.4%)

Despite some continued limitations on international travel, especially to and from East Asia, in the first nine months of 2022, six of the top ten destinations were overseas cities, with Barcelona the most popular with over 285 thousand passengers.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 20

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

Main passenger traffic routes January-September
2022
January-September
2021
Change %
2022-2021
January-September
2019
Change %
2022-2019
Catania 421,845 243,641 73.1% 305,237 38.2%
Palermo 285,007 84,586 236.9% 296,094 (3.7%)
Barcelona 277,381 163,202 70.0% 202,517 37.0%
Madrid 210,307 76,093 176.4% 226,359 (7.1%)
Paris CDG 199,811 59,796 234.2% 227,961 (12.3%)
Bari 191,267 102,519 86.6% 131,846 45.1%
Brindisi 163,981 104,958 56.2% 143,904 14.0%
London LHR 145,621 10,749 1,254.7% 237,392 (38.7%)
Tirana 145,607 104,107 39.9% 119,416 21.9%
London STN 139,996 22,526 521.5% 203,373 (31.2%)

Passenger traffic including transits

Cargo Traffic

(in KG) January-September
2022
January-September
2021
Change %
2022-2021
January-September
2019
Change %
2022-2019
Air cargo of which 31,419,676 28,000,325 12.2% 28,346,057 10.8%
Cargo 31,372,231 28,000,139 12.0% 28,323,925 10.8%
Mail 47,445 186 25,408.1% 22,132 114.4%
Road cargo 9,064,585 8,242,580 10.0% 7,990,718 13.4%
Total 40,484,261 36,242,905 11.7% 36,336,775 11.4%

In terms of Cargo traffic, in the January-September 2022 period cargo and mail traffic volumes at Bologna totalled 40,484,261 KG, increasing 12% on the same period of 2021.

This was a result of the strong business cargo recovery across all its main components, highlighting an improvement on the previous year and growth also on the same period of 2019 (pre-COVID). Road traffic increased by 13.4%, against an air component recovery of 10.8% and an overall increase of 11.4% on the same period of the previous year, outperforming average Italian growth over the January-September 2022 period (3%).

Aeroporto Guglielmo Marconi di Bologna S.p.A. 21

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Total
change
vs 2021
%
change
vs 2021
For the nine months
ended 30.09.2019
%
Change
Passenger Revenues 36,576 15,169 21,407 141.1% 45,908 -20.3%
Carrier Revenues 20,427 11,108 9,319 83.9% 19,547 4.5%
Airport Operator Revenues 3,881 1,631 2,250 138.0% 2,757 40.8%
Traffic Incentives (20,762) (8,446) (12,316) 145.8% (19,568) 6.1%
Revenues from Construction
Services
8,703 4,343 4,360 100.4% 9,881 -11.9%
Other Revenues 1,061 950 111 11.7% 1,127 -5.9%
Aeronautical and FSC Revenue
Reduction
(2) (378) 376 -99.5% 0 n.a.
Total AVIATION SBU Revenues 49,884 24,377 25,507 104.6% 59,652 -16.4%

2.1.2 AVIATION STRATEGIC BUSINESS UNIT: FINANCIAL HIGHLIGHTS

The Aviation Strategic Business Unit's revenues consist of fees paid by users (passengers and airlines) and airport operators for the use of the infrastructure and services provided on an exclusive basis by the Group for landing, take-off, lighting, aircraft parking and passenger and cargo operations, in addition to centralised infrastructure and exclusive-use premises.

Passenger revenues include in particular passenger boarding fees, security control fees and the PRM fee. Carrier revenues in particular include landing and take-off fees and aircraft parking and shelter fees, cargo fees, fees for the use of certain centralised facilities and cargo handling and general aviation handling revenues. Finally, Airport Operator revenues specifically include fees for the use of exclusive use assets, fuelling fees and other fees related to cargo handling and general aviation activities.

Given the public utility aspect of airport services, airport charges are regulated by both national and EU legislation. The new regulations and implementation measures – including the models approved by the Transport Regulation Authority – require that changes to the system or amount of airport fees be made with the consent, on the one hand, of the airport manager, and of the airport's users on the other.

For the first nine months of 2022, revenues increased on the same period of 2021, but decreased compared to 2019, due mainly to the trend in traffic volumes plus, in 2019, the decrease in revenues from construction services as a result of decreased investments in assets under concession.

Group revenues from the Aviation Strategic Business Unit were up 104.6% on 2021 and 16.4% lower than 2019. The individual accounts broke down as follows:

  • Passenger Revenues (+141.1% on 2021 and -20.3% on 2019); passenger revenues are in line with the trend in passenger traffic and in tariffs, which, in 2022, decreased slightly compared to both 2021 and 2019, as a result of annual tariff updates;
  • Carrier Revenues (+83.9% on 2021 and +4.5% on 2019): carrier revenues are in line with the trend in movements and tonnage and with the trend in tariffs, particularly take-off and landing tariffs, which increased on 2019 and decreased on 2021;
  • Airport Operator Revenues (+138% on 2021 and +40.8% on 2019): revenues increased due to the growth in traffic volumes and, compared to 2021, also as a result of the revision of fees for premises and operating equipment granted by the manager in H1 2021 to support operators during the emergency phase; The sharp rise in fuel service revenues also had a significant impact on the performance of this revenue category compared to 2019.
  • Incentives: the movement in incentives (+145.8% on 2021 and +6.1% on 2019) relates to the incentivised traffic performance;

Aeroporto Guglielmo Marconi di Bologna S.p.A. 22

  • Revenues from Construction Services: the movement in this account (+100.4% on 2021 and -11.9% on 2019) relates to the investments made.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 23

2.2 NON-AVIATION STRATEGIC BUSINESS UNIT

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Total
change
vs
2021
%
change
vs
2021
For the nine months
ended 30.09.2019
%
Change
Retail and Advertising 10,980 3,548 7,432 209.5% 11,677 -6.0%
Parking 11,909 4,476 7,433 166.1% 12,899 -7.7%
Real Estate 2,235 1,916 319 16.6% 1,831 22.1%
Passenger services 4,344 1,475 2,869 194.5% 4,731 -8.2%
Revenues from Construction Services 594 1,713 (1,119) -65.3% 1,434 -58.6%
Other Revenues 1,958 1,009 949 94.1% 2,246 -12.8%
Non-Aeronautical and FSC Revenue
Reduction
0 (4) 4 n.a. 0 n.a.
Total NON AVIATION SBU Revenues 32,020 14,133 17,887 126.6% 34,818 -8.0%

2.2.1 NON-AVIATION STRATEGIC BUSINESS UNIT: FINANCIAL HIGHLIGHTS

Total non-aviation business revenues in the period increased 126.6% on 2021 and decreased 8% on 2019.

The individual areas of this business unit performed as follows.

Retail and Advertising

Performance in this revenue category (+209.5% on 2021 and -6% on 2019) is mainly tied to the contract terms in effect beginning in 2021, mainly retail and some advertising agreements, according to which fees vary on the basis of traffic levels compared to 2019.

Parking

The movements in parking and rail access revenues (+166.1% on 2021 and -7.7% on 2019) are also strictly tied to the trend in traffic volumes, in addition to a new sales strategy which led to improved performance.

Real Estate

The growth in real estate revenues (+16.6% on 2021 and +22.1% on 2019) is due to the minimal impact of the health emergency on this business (in 2020 and 2021, discounts were offered only to operators suffering from adverse traffic trends) and related mainly to a new sub-licencing agreement related to new areas consigned beginning in June 2021.

Passenger services

In the first nine months of 2022, passenger services posted growth of 194.5% on 2021, attributable both to premium services (i.e. lounge and accessory services) and to car hires, while decreasing 8.2% on 2019 attributable solely to premium services. The performance of the individual businesses is described below.

Premium services

In the first nine months of 2022, this business posted an increase in revenues on 2021 due to the growth in traffic and in the share of departing passengers. However, volumes remained well below 2019 levels due to the slow recovery in business traffic, whose passengers are the primary users of these services.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 24

Self-hire sub-concessions

Car rental revenues were up both on 2021 and on 2019. This performance was due to not renewing discounts for 2022 and to the solid level of royalties generated by the recovery in traffic.

Revenues from Construction Services

The reduction in this account (-65.3% on 2021 and -58.6% on 2019) relates to reduced investment in the business unit compared to the same period in previous years.

Other revenues

The increase in other revenues on 2021 (+94.1%) is mainly attributable to the increased maintenance on the vehicles of airport operators, to the sale of greater quantities of de-icing fluid, to the increased use of passenger trolleys, and to increased training provided. The Cyrano-funded project also contributed significantly, which ended in 2021 but was recognised in June 2022 on completion of the reporting process, in addition to contributions from funded courses and the extraordinary contribution to partially offset the higher charges incurred for the energy component purchased and effectively used in the second quarter of 2022. This was received as a non-energy consuming enterprise experiencing a rise in the first quarter of 2022 in costs per kWh of over 30% compared to the same period in FY 2019.

Compared to 2019 (-12.8%), the decline in revenue is due to reduced maintenance activities on airport operators' vehicles, the lesser use of passenger trolleys and lower sales of energy efficiency certificates. Partially offsetting this decrease were revenues from the sale of de-icing fluid given that, in Q1 2019, the new management of fluid, acquired and managed by AdB and sold to the service handler, was not yet in effect, in addition to the contributions described above.

2.3 STRATEGIC BUSINESS UNIT OTHER

in thousands of Euro For the nine
months ended
30.09.2022
For the nine
months ended
30.09.2021
Total change
vs 2021
% change
vs 2021
For the nine
months ended
30.09.2019
% Change
Retail and Advertising 0 0 0 n.a. 0 n.a.
Parking 0 0 0 n.a. 0 n.a.
Real Estate 0 0 0 n.a. 0 n.a.
Passenger services 0 0 0 n.a. 0 n.a.
Revenues from Construction Services 0 0 0 n.a. 0 n.a.
Other Revenues 21,137 0 21,137 n.a. 0 n.a.
Total OTHER SBU Revenues 21,137 0 21,137 n.a. 0 n.a.

2.3.1 STRATEGIC BUSINESS UNIT OTHER: FINANCIAL HIGHLIGHTS

The account "Business Unit Other" residually includes those businesses not directly attributable to the identified segments.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 25

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

The significant amount for the first nine months of 2022 is due to the contribution from the compensation fund established under Italian law No. 178 of December 30, 2020 (the 2021 Budget Law), enacted by Decree of the Ministry for Infrastructure and Sustainable Mobility, in concert with the Ministry for the Economy and Finance, of November 25, 2021, for the coverage of losses caused by the pandemic during the period March 1 to June 30, 2020. The amount granted to the Group as compensation for damages was Euro 21,137 thousand, of which Euro 20,903 thousand related to the Parent Company and Euro 234 thousand to the subsidiary TAG Bologna, which had been received in its entirety at the date of this document.

The Group decided not to allocate this component of income to the individual operating segments so as not to alter the presentation of the business units' performance for the period.

3 ANALYSIS OF THE OPERATING RESULTS, FINANCIAL POSITION AND CASH FLOWS

3.1 CONSOLIDATED OPERATING RESULTS ANALYSIS

in thousands of Euro For the nine
months ended
30.09.2022
For the nine
months ended
30.09.2021
Total
change
vs 2021
%
change
vs 2021
For the nine
months ended
30.09.2019
%
change
vs 2019
Revenues from aeronautical services 40,347 19,197 21,150 110.2% 48,890 -17.5%
Revenues from non-aeronautical services 31,506 12,686 18,820 148.4% 33,502 -6.0%
Revenues from construction services 9,296 6,056 3,240 53.5% 11,315 -17.8%
Other operating revenues and income 21,892 571 21,321 n.a. 763 n.a.
REVENUES 103,041 38,510 64,531 167.6% 94,470 9.1%
Consumables and goods (3,118) (1,166) (1,952) 167.4% (1,590) 96.1%
Service costs (15,745) (11,278) (4,467) 39.6% (14,992) 5.0%
Construction service costs (8,854) (5,767) (3,087) 53.5% (10,776) -17.8%
Leases, rentals and other costs (6,240) (3,024) (3,216) 106.3% (6,499) -4.0%
Other operating charges (2,306) (2,290) (16) 0.7% (2,426) -4.9%
Personnel costs (20,047) (15,519) (4,528) 29.2% (21,958) -8.7%
COSTS (56,310) (39,044) (17,266) 44.2% (58,241) -3.3%
GROSS OPERATING PROFIT (EBITDA) 46,731 (534) 47,265 n.a. 36,229 29.0%
Amortisation of concession rights (5,573) (5,443) (130) 2.4% (4,643) 20.0%
Amortisation of other intangible assets (324) (653) 329 -50.4% (904) -64.2%
Depreciation of tangible assets (1,541) (1,671) 130 -7.8% (2,060) -25.2%
DEPRECIATION, AMORTISATION AND IMPAIRMENT (7,438) (7,767) 329 -4.2% (7,607) -2.2%
Provisions for doubtful accounts (745) (621) (124) 20.0% (516) 44.4%
Provision for renewal of airport infrastructure (1,584) (330) (1,254) 380.0% (1,795) -11.8%
Provisions for other risks and charges (224) (78) (146) 187.2% (306) -26.8%
PROVISIONS FOR RISKS AND CHARGES (2,553) (1,029) (1,524) 148.1% (2,617) -2.4%
TOTAL COSTS (66,301) (47,840) (18,461) 38.6% (68,465) -3.2%
OPERATING RESULT 36,740 (9,330) 46,070 n.a. 26,005 41.3%
Financial income 1,311 58 1,253 n.a. 88 n.a.
Financial expenses (965) (746) (219) 29.4% (1,007) -4.2%
RESULT BEFORE TAXES 37,086 (10,018) 47,104 n.a. 25,086 47.8%
TAXES FOR THE PERIOD (4,490) 2,458 (6,948) n.a. (7,184) -37.5%
PROFIT (LOSS) FOR THE PERIOD 32,596 (7,560) 40,156 n.a. 17,902 82.1%
Profit (loss) for the period - Minority interests 0 0 0 n.a. 0 n.a.
Profit (loss) for the period – Group 32,596 (7,560) 40,156 n.a. 17,902 82.1%

To offer a more useful comparison with the pre-pandemic figures, the operating results tables also provide figures for the same period of 2019.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 26

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

The first nine months of 2022 reported a consolidated net profit of Euro 32.6 million, compared to a net loss of Euro 7.6 million in the first nine months of 2021, and net profit of Euro 17.9 million in the first nine months of 2019.

The strong net profit for the period is due to the recognition of the Euro 21,137 thousand contribution from the fund to compensate for damages caused by COVID-19 during the period March 1 to June 30, 2020, pursuant to Italian law No. 178 of December 30, 2020 (the 2021 Budget Law), enacted by Decree of the Ministry for Infrastructure and Sustainable Mobility, in concert with the Ministry for the Economy and Finance, of November 25, 2021. Recognition of the contribution in 2022 is in accordance with the issuance on May 5, 2022 for Adb and on May 9 for Tag of the Executive Decrees of the Ministry for Sustainable Infrastructure and Mobility approving the applications for fund access - measures containing the outcome of the ENAC analysis, the quantification of damages eligible for compensation, and the contributions actually granted, of which the Group received an initial tranche (approximately 50%) in March 2022, and the remaining 50% in May 2022. These Decrees fully recognised the Parent Company's compensation for the loss incurred in the March 1 - June 30, 2020 period in the amount of Euro 20,903 thousand, while for the subsidiary Tag, against the eligible loss of Euro 244 thousand, a contribution of Euro 234 thousand was recognised following the proportional recalculation of the amounts due to lower funding availability of the portion of the fund reserved for ground handling providers compared to the recognisable contributions.

Operating revenues overall grew 167.6% on 2021 and 9.1% on 2019.

This performance was significantly impacted by the contribution from the compensation fund as described above. See the section on adjusted EBITDA for an analysis of performance for the period without this contribution.

Revenues break down as follows:

  • revenues from aeronautical services grew 110.2% on 2021 and decreased 17.5% on 2019;

  • revenues from non-aeronautical services grew 148.4% on 2021 and fell 6% on 2019 due to the performance of the various category components, as outlined in the relative section;

  • revenues from construction services grew 53.5% on 2021 (due to greater investments made in the aviation sector) and fell 17.8% on 2019 due to reduced investments in the aviation and non-aviation sectors;

  • other operating revenues and income: this aggregate includes the contribution from the compensation fund as described above, in the amount of Euro 21,137 thousand. Net of this contribution, other operating revenues and income would be in line with 2019, while up 32.2% on 2021.

Period operating costs overall increased 44.2% on the same period of 2021 and fell 3.3% on 2019.

These break down as follows:

  • costs for consumables and goods increased (+167.4% on 2021 and +96.1% on 2019), due mainly to greater purchases of aircraft fuel and de-icing fluid;
  • service costs increased on 2021 (+39.6%), due both to the increase in traffic-related services (PRM, security and MBL services) and especially as a result of increased costs for all other services, such as utilities, maintenance, cleaning, snow removal, consulting and other professional services, insurance, development and advertising. Services costs also increased slightly on 2019 (+5%) as the contraction in traffic-related services is offset by the increase in other services and in particular the cost of utilities, additional security services due to the pandemic, maintenance, cleaning and insurance;
  • the movements in the lease, rentals and other costs account (+106.3% on 2021 and -4% on 2019) is mainly due to the change in traffic volume, on whose basis the concession and security fees are calculated;
  • other operating expenses were in line with 2021, while decreasing 4.9% on 2019 due to lower donations, membership fees and miscellaneous contributions.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 27

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

Reference should be made to the personnel costs section of this report for further details.

Overall, the first nine months of 2022 reported EBITDA of Euro 46.7 million, compared to the loss of Euro 0.5 million at this level in 2021 and a profit of Euro 36.2 million in 2019. This performance significantly reflects the contribution from the Compensation fund. See the section on adjusted EBITDA for a description of performance for the period without this contribution.

Amortisation and depreciation did not alter significantly compared to the first nine months of 2021 at Euro 7.4 million (Euro 7.8 million in the comparative period), while provisions increased significantly (from Euro 1 million at September 30, 2021 to Euro 2.5 million), on the basis of the higher allocation to the provision for renewal of airport infrastructure, which was exceptionally low in the comparative period due to the deferment of a number of actions due to COVID, which subsequently realigned with the previous scheduling.

Against revenue growth of 167.6% (+9.1% on the first nine months of 2019), overall costs were up 38.6% (- 3.2% on the first nine months of 2019). Thanks to the positive performance in the period, which was affected by the contribution as per the 2021 Budget Law for Euro 21.1 million, EBIT came to Euro 36.7 million, as opposed to the loss of Euro 9.3 million in the first nine months of 2021 and compared to the profit of Euro 26 million in the last year pre-COVID.

Net financial income came to Euro 346 thousand, compared to the net expense of Euro 688 thousand for the comparative period (net expense of Euro 919 thousand in the first nine months of 2019), due to the financial income from the discounting of provisions for the sharp increase in interest rates.

On the basis of the above, the Result before taxes for the period came to a profit of Euro 37.1 million, compared to the loss of Euro 10 million in the first nine months of 2021 and the profit of Euro 25.1 million in the first nine months of 2019.

Income taxes decreased from a positive amount of Euro 2.4 million in the first nine months of 2021 due to the recognition of deferred tax assets on the tax loss for the period to a net charge of Euro 4.5 million in the first nine months of 2022. The low impact of this item on pre-tax profit (12%) is chiefly due to the tax break on the COVID-19 contribution, which is not included in taxable income for IRES or IRAP pursuant to Article 10-bis of Legislative Decree No. 137/2020.

The result for the period, entirely concerning the Group, was therefore a net profit of Euro 32.6 million, which net of the COVID damage compensation fund contribution would reduce to Euro 11.5 million, a significant improvement on the loss of Euro 7.6 million for 2021, although still down on the net profit of Euro 17.9 million in 2019.

The EBITDA adjusted for the construction services margin and the contribution of the compensation fund is presented below:

in thousands of Euro For the nine
months ended
30.09.2022
For the nine
months ended
30.09.2021
Total
change
vs 2021
%
change
vs
2021
For the
nine
months
ended
30.09.2019
%
change
vs
2019
Revenues from aeronautical services 40,347 19,197 21,150 110.2% 48,890 -17.5%
Revenues from non-aeronautical services 31,506 12,686 18,820 148.4% 33,502 -6.0%
Other operating revenues and income 755 571 184 32.2% 763 -1.0%
ADJUSTED REVENUES 72,608 32,454 40,154 123.7% 83,155 -12.7%
Consumables and goods (3,118) (1,166) (1,952) 167.4% (1,590) 96.1%
Service costs (15,745) (11,278) (4,467) 39.6% (14,992) 5.0%
Leases, rentals and other costs (6,240) (3,024) (3,216) 106.3% (6,499) -4.0%
Other operating charges (2,306) (2,290) (16) 0.7% (2,426) -4.9%
Personnel costs (20,047) (15,519) (4,528) 29.2% (21,958) -8.7%
ADJUSTED COSTS (47,456) (33,277) (14,179) 42.6% (47,465) 0.0%
ADJUSTED GROSS OPERATING PROFIT (ADJUSTED EBITDA) 25,152 (823) 25,975 n.a. 35,690 -29.5%
Revenues from construction services 9,296 6,056 3,240 53.5% 11,315 -17.8%
Construction service costs (8,854) (5,767) (3,087) 53.5% (10,776) -17.8%
Construction Services Margin 442 289 153 52.9% 539 -18.0%
Revenues from compensation fund contribution Budget Law 2021 21,137 0 21,137 n.a. (0) n.a.
GROSS OPERATING PROFIT (EBITDA) 46,731 (534) 47,265 n.a. 36,229 29.0%

EBITDA adjusted for the construction services margin and the contribution of the COVID-19 damage compensation fund totals Euro 25.2 million, against a negative margin of Euro 0.8 million in 2021 and a positive margin of 35.7 million in 2019. Although the difference compared to the last pre-COVID year was still significant, the period result indicates a significant recovery.

The table below shows the quarterly passenger traffic performance and EBITDA of the Parent Company adjusted for the construction services margin and the contribution of the Compensation Fund.

Q1 2022 Change
% vs
2021
Change
% vs
2019
Q2 2022 Change
% vs
2021
Change
% vs
2019
Q3 2022 Change
% vs
2021
Change
% vs
2019
Passenger Traffic 1,269,709 502.9% -35.3% 2,408,666 327.8% -3.1% 2,820,217 61.7% 3.3%
INCOME STATEMENT (in thousands of Euro)
ADJUSTED REVENUES 14,432 206.5% -34.9% 24,015 223.4% -10.5% 28,001 66.3% -4.9%
Revenues from aeronautical services 7,413 195.0% -39.5% 12,459 228.5% -18.8% 14,638 49.7% -13.8%
Revenues from non-aeronautical services 6,863 236.9% -29.1% 11,162 234.6% 0.1% 13,057 88.4% 6.8%
Other operating revenues and income 156 -2.0% -34.1% 394 32.7% 11.2% 306 128.4% 30.8%
ADJUSTED COSTS -12,625 30.0% -11.9% -14,681 48.9% -4.2% -15,641 40.6% 6.9%
Personnel costs -5,755 21.2% -15.5% -6,516 33.5% -12.6% -6,611 33.6% -1.1%
Other operating expenses -6,870 38.5% -8.6% -8,165 63.9% 3.7% -9,030 46.2% 13.6%
ADJUSTED EBITDA 1,807 n.a. -77.0% 9,334 n.a. -19.0% 12,360 116.2% -16.5%
ADJUSTED EBITDA MARGIN 12.5% n.a. n.a. 38.9% n.a. n.a. 44.1% n.a. n.a.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 29

3.2 CASH FLOW ANALYSIS

The consolidated cash flow statement, indicating cash flows generated/absorbed from operating, investing and financing activities, is summarised below:

in Euro thousands As at 30.09.2022 As at 30.09.2021 Change
Cash flow generated / (absorbed) by operating activities before
working capital changes
46,407 (56) 46,463
Cash flow generated / (absorbed) by net operating activities 51,758 (12,934) 64,692
Cash flow generated / (absorbed) by investing activities (10,521) (5,845) (4,676)
Cash flow generated / (absorbed) by financing activities (3,665) (1,929) (1,736)
Change in closing cash flow 37,572 (20,708) 58,280
Cash and cash equivalents at beginning of period 28,215 43,658 (15,443)
Change in closing cash flow 37,572 (20,708) 58,280
Cash and cash equivalents at end of period 65,787 22,950 42,837

Cash flow generated by operating activities before working capital changes amounted to Euro 46.4 million, against essentially neutral flows at September 30, 2021.

The improvement of Euro 46.5 million is due for Euro 21.1 million to the contribution from the COVID-19 damages compensation fund and for Euro 25.4 to improved operating revenues associated with the recovery in operations.

Working capital cash flow generated Euro 5.3 million for the period, bringing cash flow from operating activities net of changes in working capital to Euro 51.7 million, compared to an absorption of cash flow of Euro 12.9 million in the same period of 2021.

The absorption of cash flows from investing activities, exclusively in tangible and intangible assets (concession fees) was Euro 10.5 million, compared to Euro 5.8 million in the comparative period, while financing activities absorbed cash flows of Euro 3.7 million due to the settlement of loan instalments, in addition to payments for lease liabilities.

As a result, the final overall change in cash for the period was a positive Euro 37.6 million.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 30

The Group's net financial debt at September 30, 2022 compared to December 31, 2021 and September 30, 2021 is presented below, in accordance with Consob Communication of July 28, 2006 and the ESMA/2011/81 and ESMA32-382-1138 Recommendations of March 4, 2021.

in thousands of Euro For the nine
months ended
30.09.2022
for the year
ended
31.12.2021
For the nine
months ended
30.09.2021
Change
30.09.2022 -
31.12.2021
Change
30.09.2022 -
30.09.2021
A Cash 65,787 28,215 22,950 37,572 42,837
B Other cash equivalents 0 0 0 0 0
C Other current financial assets 0 0 0 0 0
D Liquidity (A+B+C) 65,787 28,215 22,950 37,572 42,837
E Current financial payables (2,900) (1,732) (1,188) (1,168) (1,712)
F Current portion of non-current debt (12,141) (6,191) (3,069) (5,950) (9,072)
G Current financial debt (E + F) (15,041) (7,923) (4,258) (7,118) (10,784)
H Net current financial debt (G - D) 50,746 20,292 18,692 30,454 32,054
I Non-current financial payables (53,406) (62,577) (67,101) 9,171 13,695
J Debt instruments 0 0 0 0 0
K Trade payables and other non-current payables (642) (949) (732) 307 90
L Non-current financial debt (I + J + K) (54,048) (63,526) (67,833) 9,478 13,785
M Total financial debt (H + L) (3,302) (43,234) (49,141) 39,932 45,839

The Group Net Financial Debt at September 30, 2022 of Euro 3.3 million significantly decreased on Euro 43.2 million at December 31, 2021 and Euro 49.1 million at September 30, 2021.

In terms of liquidity, the main movement on the end of the previous year and on September 30, 2021 was due to the increase in cash as a result of receiving the contribution from the COVID-19 compensation fund, as well as the cash generated from the increase in revenues and the reduction in the average collection period of receivables.

On the payables side, there are no significant differences between the periods under review; the movement is due to the payments of loan instalments coming due, in addition to the increase in the payable for the passenger boarding fee surtax and Iresa due to the increase in passenger and aircraft traffic.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 31

3.3 FINANCIAL POSITION ANALYSIS

The Group financial position, classified according to "sources" and "uses", is presented below:

USES As at 30.09.2022 As at 31.12.2021 As at
30.09.2021
Change
30.09.2022 -
31.12.2021
Change 30.09.2022
- 30.09.2021
- Trade receivables 22,669 19,977 17,881 2,692 4,788
- Tax receivables 152 142 170 10 (18)
- Other Receivables 9,505 5,251 7,957 4,254 1,548
- Inventories 939 735 649 204 290
Sub-total 33,265 26,105 26,657 7,160 6,608
- Trade payables (25,560) (19,035) (12,796) (6,525) (12,764)
- Tax payables (2,785) (1,062) (948) (1,723) (1,837)
- Other payables (35,067) (28,032) (29,024) (7,035) (6,043)
Sub-total (63,412) (48,129) (42,768) (15,283) (20,644)
Net operating working capital (30,147) (22,024) (16,111) (8,123) (14,036)
Fixed assets 219,358 216,303 215,797 3,055 3,561
- Deferred tax assets 10,167 13,093 13,233 (2,926) (3,066)
- Other non-current assets 13,700 13,560 13,253 140 447
Total fixed assets 243,225 242,956 242,283 269 942
- Provisions for risks, charges & severance (16,194) (17,154) (17,262) 960 1,068
- Deferred tax liabilities (2,847) (2,691) (2,661) (156) (186)
- Other non-current liabilities (55) (55) (41) 0 (14)
Sub-total (19,096) (19,900) (19,964) 804 868
Fixed Operating Capital 224,129 223,056 222,319 1,073 1,810
Total Uses 193,982 201,032 206,208 (7,050) (12,226)
SOURCES As at 30.09.2022 As at 31.12.2021 As at 30.09.2021 Change
30.09.2022 -
31.12.2021
Change 30.09.2022
- 30.09.2021
Net financial position/(debt) (3,302) (43,234) (49,141) 39,932 45,839
- Share Capital (90,314) (90,314) (90,314) 0 0
- Reserves (67,770) (74,201) (74,313) 6,431 6,543
- Profit (loss) for the period (32,596) 6,717 7,560 (39,313) (40,156)
Group Shareholders' Equity (190,680) (157,798) (157,067) (32,882) (33,613)
-Minority Interests 0 0 0 0 0
Total Shareholders' Equity (190,680) (157,798) (157,067) (32,882) (33,613)
Total sources (193,982) (201,032) (206,208) 7,050 12,226

Net capital employed at September 30, 2022 was Euro 194 million, decreasing Euro 7 million on December 31, 2021, mainly due to the movement in net working capital from -Euro 22 million to -Euro 30 million as a result of the increase in trade payables, following the recovery in operations and passenger boarding fee surtaxes and the airport concession fee, with this latter linked to the increased traffic in the period. The increase in payables was greater than the rise in both trade and non-trade receivables, with the latter related to the higher revenues as a result in the operational recovery. The same dynamics are evident compared to September 30, 2021, although with greater changes.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 32

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

Fixed capital does not report significant changes, amounting to Euro 224 million at September 30, 2022, compared to Euro 223 million at December 31, 2021 and Euro 222 million at September 30, 2021.

In terms of sources, there was a sharp fall in net financial debt at September 30, 2022, which totalled Euro 3.3 million, as set out in the following paragraph, while Consolidated and Group Shareholders' Equity of Euro 190.7 million (Euro 157.8 million at December 31, 2021 and Euro 157.1 million at September 30, 2021) increased as a result of the overall profit in the period.

3.4 KEY INDICATORS

The Directors deemed the Group's major income statement and statement of financial position indicators at and for the period ended September 30, 2022 to be immaterial due to their interim nature.

3.5 INVESTMENTS

Investments totalled Euro 10.5 million in the first nine months of 2022, of which approx. Euro 4.9 million for Masterplan investments and the remainder on airport operations.

The main Masterplan investments included the continuation of construction work on the "Third lot" aircraft parking apron, which expands the current Apron 3, connecting it with Apron 4 (General Aviation apron).

Furthermore, in terms of other investments in airport operations, the following work was carried out to improve the service offered to passengers and increase the efficiency of company processes:

  • the progress on installation of a new airport run-off water overflow system and concurrent retirement of the current system, replacing the existing basin known as the Olmi Quarry;
  • the progress of work to reconfigure the cargo area to increase the storage capacity of the existing cargo infrastructure, reorganising internal spaces and maximising the areas for storing import and export cargo.
  • minor interventions for operations and to improve passenger service:
    • o construction of a bike station;
    • o purchase of new operational assets (vehicle for PRM and new Friction Tester to assess runway operating conditions);
    • o miscellaneous information technology interventions (flight information monitor, miscellaneous equipment, software licensing, development of a new API "Application Programming Interface" platform to enable easier management and conveying of information, development of a new supplier register and vendor rating system);
    • o construction of a new well to support de-icing by implementing the water network and containing operating costs.

For the interventions of the Provision for Renewal (Euro 0.9 million), the following should be noted:

  • o Wear layer restoration work on a section of the runway (airside bottom);
  • o Restoration work on terminal roofs (land side fund);
  • o Miscellaneous repair work on facilities: switchboards, elevators, chiller units and AHUs (plant fund).

Aeroporto Guglielmo Marconi di Bologna S.p.A. 33

3.6 PERSONNEL Workforce breakdown

For the nine
months ended
30.09.2022
For the nine
months ended
30.09.2021
Total
change
vs 2021
%
change
vs 2021
For the nine
months ended
30.09.2019
Total
change
vs 2019
%
change
vs 2019
Full Time Equivalent average workforce 441 429 12 3% 496 -55 -11%
Executives 8 9 (1) -11% 9 (1) -11%
Managers 36 36 0 0% 32 4 13%
White-collar 313 303 10 3% 357 (44) -12%
Blue-collar 84 81 3 4% 98 (14) -14%
For the nine
months ended
30.09.2022
For the nine
months ended
30.09.2021
Total
change
vs 2021
%
change
vs 2021
For the nine
months ended
30.09.2019
Total
change
vs 2019
%
change
vs 2019
Average workforce 483 472 11 2% 546 -63 -12%
Executives 8 9 (1) -11% 9 (1) -11%
Managers 36 36 0 0% 32 4 13%
White-collar 352 343 9 3% 404 (52) -13%
Blue-collar 87 84 3 4% 101 (14) -14%

Source: Company workings

The staff increase of 12 full-time equivalents compared to 2021 is due to a staffing increase in both operational and non-operational areas. Compared to 2019, the average workforce decreased by 55 FTE staff due mainly to the numerous non-renewals of fixed-term contracts in response to the pandemic.

Costs

For the nine
months ended
30.09.2022
For the nine
months ended
30.09.2021
Total
change vs
2021
% change
vs 2021
For the nine
months ended
30.09.2019
Total
change vs
2019
% change
vs 2019
Personnel costs 20,047 15,519 4,528 29.2% 21,958 (1,911) -8.7%

Despite the slight increase in the workforce as described above, personnel costs for the first nine months of 2022 increased by 29.2% on the same period of 2021 due mainly to the reduced use of the Temporary Layoff Scheme as a result of the recovery of traffic. Personnel costs decreased 8.7% on 2019, mainly due to a reduction in headcount, less use of overtime, use of the Temporary Lay-off Scheme, and greater use of vacation time. These effects come in addition to lower canteen service costs (in relation to reduced attendances at workplaces due to the Temporary Lay-off Scheme and remote working), lower training and travel costs, and a reduction in the use of temporary personnel.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 34

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

TRADE UNION RELATIONS

On January 26, 2022, the agreement for the Extraordinary Temporary Lay-off Scheme for AdB employees, mainly administrative personnel, was signed with the trade unions for the period February 1, 2022, to January 30, 2023. The agreement provided for a rotation system on the basis of the inter-changeability of tasks with fairness criteria and income support from the Air Transport Solidarity Fund, with remuneration up to an effective 80% of the average salary of every worker calculated in the 12 months prior to the pandemic period. Given the resumption of traffic at the beginning of Summer 2022, AdB and the SSOs/General Workers' Representative Bodies (RSU) agreed the early suspension of the Extraordinary Temporary Lay-off Scheme on May 31, 2022.

On June 6, Single Parenthood and Hour Bank agreements were renewed, and on June 28, a second-level agreement was signed with trade unions and General Workers' Representative Bodies for the introduction of Post-Emergency Smart Working, including following the emergency protocol signed on December 7, 2021, by Italy's Ministry of Labour and Social Policy and by the Social Partners.

Meetings with the trade unions, handlers, ENAC, and government bodies on the issue of passenger attacks on airport operators are also continuing, so as to identify related mitigating actions.

TRAINING OF PERSONNEL

Compared to the first nine months of the previous year, training costs have increased as a result of a return to in-person training and a schedule of financed courses.

During the period, three management training programmes were conducted:

  • "We Can Be Heroes", to provide lower and middle management who have their own staff to manage with a stimulating programme aimed at helping course participants to focus on their personal growth;
  • "The Growth Toolkit", to provide young employees with a programme of personal development designed to realise their full potential;
  • "VUCA World", which seeks to build an identity within the group, develop skills to make decisions even in moments of great uncertainty, and develop personal leadership.

A course for front-line personnel on interacting with disruptive passengers was also held in order to teach them how to interact with kindness, listen and quickly understand the true needs of the passenger in order to satisfy their request, anticipate aggressive behaviour, and resolve any critical situations that should arise. Finally, in the area of safety, the course Human Factor was held for training centre staff, as were the courses of basic SMS and advanced Compliance Monitoring for the Safety Compliance and Management System area. The period between May and late October saw the continuation of the Smart Working project funded by the #Conciliamo Tender, a call for tender from the Department for Family Policies of the Prime Minister's Office, which targets a range of action to improve employee quality of life. The Smart Working training project is designed to strengthen skills related to a new way of working, which is no longer emergent but structural. Whether remote or office-based, the objective is to spread a culture centring on a new style of leadership and sharing, and organise work by objectives.

In the area of sustainability, an e-learning path was created for all employees consisting of a series of training pills addressing the topic of social sustainability: from unconscious stereotypes to multi-generational, from diversity and variety to inclusive leadership.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 35

3.7 KEY INFORMATION ON THE SUBSIDIARIES' PERFORMANCES

Fast Freight Marconi Spa

The Parent Company acquired a 100% interest in FFM in 2009. The main activity of the subsidiary is cargo and mail handling at Bologna airport. In particular, FFM is the handling agent for cargo export and import operations of carriers moved through the airport via air and for surface cargo and manages the Temporary Customs Warehouse for Non-EU Cargo arriving at the airport. The company thereafter in subsequent years developed accessory services such as booking, operating as a regulated agent and has a specialist customs operations structure.

At September 30, 2022, the company had 16 employees and, in continuity with previous years, assigned many staff activities to the parent under a management & staffing contract which covers the accounting, administrative, legal, personnel and ICT areas.

FFM in the first nine months of 2022 reported growth of 13% in traffic served (with over 1.6 million KG more processed than in the same period of 2021), thereby continuing the post-COVID recovery that can be seen in the reported financial performance.

The company prepares its financial statements according to Italian GAAP. The key indicators for the period, adjusted where necessary entirely for the purposes of preparing these consolidated financial statements as per IAS/IFRS, are presented below.

In the first nine months of 2022, FFM reported an increase for all the main revenue items, with overall growth of 31% on 2021. Operating costs also increased, although to a lesser extent (9%) and due mainly to higher personnel costs as a result of the lack of use of the Lay-Off Scheme that had resulted in significant savings in the comparative period. EBITDA was therefore Euro 516 thousand, compared to Euro 125 thousand in the first nine months of 2021. The period result, finally, was a profit of Euro 374 thousand, compared to Euro 79 thousand in 2021.

Tag Bologna Srl

TAG began operations in 2008 following the completion and opening of the General Aviation Terminal and hangar. In addition to managing the above infrastructure at Bologna airport, the company operates as a handler in the General Aviation sector. The Parent Company acquired a 100% interest (previously 49%) in TAG Bologna in 2018.

The company, which assigned certain staff activities to the parent under a management & staffing contract covering the legal and personnel area, had 16 employees at September 30, 2022.

The first nine months of 2022 saw a significant recovery in General Aviation traffic compared to the first nine months of 2021, and TAG posted a 23% increase in aircraft movements and a 52% increase in passenger traffic.

The company prepares its financial statements according to Italian GAAP. The key indicators for the period, adjusted where necessary entirely for the purposes of preparing these consolidated financial statements as per IAS/IFRS, are presented below.

As a result of the trend in traffic, of the 24-hour coverage assigned by the Parent Company beginning on April 1, 2021, and of the compensation fund contribution of Euro 234 thousand pursuant to the 2021 Budget Law, revenues increased 104% on the comparative period, while operating costs increased by 117%, resulting in EBITDA of Euro 1.4 million, compared to Euro 0.8 million in 2021, and net profit of Euro 931 thousand, comparted to the net profit of Euro 393 thousand in the first nine months of 2021.

Reference should be made to the specific paragraph of the Notes to this document for information concerning transactions undertaken during the period with subsidiaries and related parties.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 36

4.1 QUALITY

During the summer of 2022, the significant recovery in traffic gave rise to a major challenge to maintain high service levels, against a backdrop of difficulties in finding qualified staff and high passenger expectations in terms of safety, hygiene and digital service offerings - and conversely, with less willingness to wait. At operational level, waits have become a feature to which the Manager has applied mitigating actions through developing the facilitation and information service, while always maintaining close coordination with handlers and airport authorities. In addition, to cope with a high number of mishandled baggage, a critical issue generated by the knock-on effects resulting from operational difficulties at all European airports, the Manager has taken action by supporting airport operators through always-available and updated passenger information. From the analysis of summer performance and looking ahead to next year, service quality improvement projects have been introduced.

INDICATORS First Nine Months
2022
Perception of the cleaning level and functionality of toilets 94
Perception of the availability of mobile phone and laptop recharging stations in common areas 71
Overall perception of the efficacy and accessibility of public information services 99
Perception of the clarity, comprehensibility and effectiveness of internal signage 99
Check-in waiting time 23'39''
Perception of passport control waiting time 9'59''
Wait time for departing PRM passengers with reservations 9'35''
Wait time for arriving PRM passengers with reservations 5'57''
First baggage return times 26'59''
Last baggage return times 34'59''
Boarding wait time for the 1st passenger 7'12''

5 REGULATORY FRAMEWORK

This section presents the main developments in the period and until the date of approval of this Report in the legal and regulatory environment, while otherwise referring to the half-year report 2022.

5.1 REGULATORY AGREEMENT AND NEW TARIFF DYNAMIC 2020-2023

For the Parent Company, 2022 is the third year of the 2020-2023 regulatory period.

The 2020-2023 Regulatory Agreement was not, however, formalised in writing – but its commitments were implemented in good faith, naturally being interpreted in line with the pandemic which had a strong adverse impact on the airport manager and concession holder. In relation to this, also ENAC on its part, similarly ensured full implementation of the Regulatory Agreement, carrying out the monitoring within its scope.

Therefore, from 2021, under the responsibility of the Parent Company in close discussions with the various levels of ENAC, and in the face of an extreme deviations from the assumptions set out in the commitments for the period 2020-2023, a preliminary investigation began for the development and subsequent formalisation of a Regulatory Agreement for the period 2023-2026. This involves the use of the new RA Standard Template approved by ENAC, following receipt of the opinions from the competent Ministries, and is substantially in line with AdB S.p.A.'s updated plans (investment, economic-financial, quality and environment).

Aeroporto Guglielmo Marconi di Bologna S.p.A. 37

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

In order No. 0100428/P dated August 11, 2022, the National Civil Aviation Authority (ENAC) issued a favourable opinion on the documentation submitted by AdB S.p.A., which consisted of the 2023-2026 update, considering the post-pandemic context, of: The Investment Plan, the Quality And Environmental Protection Plan, Traffic Forecasts, and the Economic-Financial Plan associated with these plans and documents.

With Resolution No. 202/2022, on November 3, 2022 the Transport Regulation Authority approved the launch of the process to verify compliance with the governance Models for airport charges, approved with motion No. 92/2017 of July 6, 2017, on the basis of the charges review proposal for the 2023-2026 period presented by AdB, with the launch of the consultation process between the manager and airport users on November 4, 2022.

The Public Hearing on the tariff proposal for the period 2023-2026 was set for December 5, 2022.

As regards regulation, on March 23, 2022, with Resolution No. 42/2022, the Transport Regulation Authority initiated another review of the models for regulated airport fees pursuant to Resolution No. 136/2020, as supplemented by Resolution No. 68/2021. On July 27, 2022, the public consultation session with stakeholders of the Models was held, acquiring TRA deductions and comments on the published and as yet non-final Models.

On September 23, 2022, the TRA, through Resolution No. 155/2022, postponed to December 23, 2022 the deadline for the conclusion of the consultation process, originally scheduled for September 30, 2022.

5.2 CONTINUITY OF SERVICES PROVIDED BY ALITALIA IN EXTRAORDINARY ADMINISTRATION

As an update to the disputed position, we note that on August 3, 2022 a further application was filed for diligent management, seeking admission to the bankruptcy claim regarding pre-deductible amounts accrued between May 3, 2017 and October 14, 2021 for approximately Euro one million. This also includes amounts due as municipal surtaxes, which are therefore the responsibility of INPS and other entities. This additional application was also submitted to demonstrate to these entities that every action within the Company's competence had been taken to collect the debt, despite the latter's awareness that this debt was unlikely to be effectively and satisfactorily recovered.

6 DISPUTES

This section outlines the disputes which in the period saw significant legal and/or non-legal developments, without therefore providing an exhaustive outline of all positions for which specific amounts have been allocated to the disputes risk provision. Please refer to the 2022 Half-Year Report for comprehensive information.

6.1 Action before AGA proposed in relation to the Decree of April 3, 2020 concerning ENAV assets, including the VAL equipment

In relation to the dispute, we note that on September 28, 2022, on the appeal of SAC, the Administrative Court for Sicily CT section issued an important precedent (Provincial Register No. 02553/2022 Appeals Register No. 00229/2021). This established the illegitimacy of the opposition (since airport operators were not duly involved) which formed the prerequisite to the decree to downgrade airport lighting installations, while also annulling the relevant part of the inter-ministerial decree of April 3, 2020.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 38

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

6.2 FFM customs dispute

With reference to the information more extensively set out in the 2022 Half-Year Report regarding litigation with the Customs Agency, we note that following the conclusion of a review of the previously imposed measures, and prior to the publication on July 19, 2022 of the Bologna Provincial Tax Commission ruling, the Customs Office again provided the Company with the assessment reports covered by the appeal, partially amending the amounts. These reports are subject to the directly enforceable provision of the aforementioned PTC ruling insofar as it relates to the adjustment of VAT erroneously claimed. FFM therefore filed appropriate appeals for the relevant suspension under Article 45 of the UCC, reiterating its arguments that sought to obtain full cancellation of the assessment notices in all relevant venues and degrees.

6.3 Ernest Revocatory Action

As regards the April 2022 request made by the Bankruptcy Practitioner of the air carrier Ernest concerning the repayment of sums disbursed in the six months prior to the filing of the creditors' agreement request (amounting to Euro 299 thousand - of which approx. Euro 80 thousand for municipal surtax), pursuant to the legislation on bankruptcy revocatory action, we note that: having assessed the specific position, a decision was made to mandate the lawyers to explore the possibility of a settlement involving a portion of the commercial revenues subject to revocation, with the express exclusion of any amount collected by way of municipal surtax or IRESA. We note that on October 14, 2022, the Practitioner accepted the settlement proposal, concluding the out-of-court litigation in full, and as of the date of this Report payment has already been made according to the terms of the agreement.

6.4 Tender contract - termination for damages

Regarding the contract for work to reconfigure the Security and Passport Control Area at Guglielmo Marconi Airport of Bologna, for the reasons set out in the Half-Year Report by the Parent Company, and at the proposal of the Public Contracts Manager, on June 16, 2022 the contractual termination for damages was ordered for serious delay attributable to the Contractor. The order is pursuant to and in accordance with Article 108 of Legislative Decree No. 50/2016. This was followed by the preparation, on an adversarial basis, of the state of progression following the aforementioned contractual termination, followed by the preparation of the job order accounting by the Director of Works.

Subsequently, on July 1, 2022 the Contractor filed requests and claims for compensation, and following the termination of the contract in damages, activated preliminary proceedings for an evaluation of these requests, acquiring from the Public Contracts Manager the confidential Director of Works' report. This report suggests (albeit subject to further study by the Public Contracts Manager and the formulation by the same of a proposal in this regard) the substantial and near total inadequacy of the counterparty's claims and a lack of basis for them and, therefore, the rejection of these claims (which totalled approx. Euro 2.18 million).

In this regard, we note the beginning of measures to enforce the guarantees held by the Customer and also the beginning of litigation by the Contractor, which has served a writ of summons for compensation for damages allegedly caused as a result of the aforementioned contract termination.

The Parent Company has already granted defence mandates to its legal team, and following the preparatory investigation and the submission of defences, the risk position related to the litigation will be appropriately re-evaluated for the preparation of the 2022 Financial Statements.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 39

7 MAIN RISKS AND UNCERTAINTIES

Risks relating to the COVID-19 pandemic

The COVID-19 health emergency has continued to have impacts on the airport industry at the beginning of this year. However, thanks to the drop in the number of infections and the simultaneous strong progress of the vaccination campaigns, air traffic has picked up progressively, despite a degree of uncertainty regarding future developments, mainly linked to the continued spread of variants of the virus.

According to ACI World, full recovery of 2019 traffic could be achieved in 2024, though there are possible risks arising from the macroeconomic environment, the conflict in Ukraine, critical issues in materials procurement and recruiting new personnel, and possible new waves of COVID-19 infection (Source: The impact of COVID-19 on airports—and the path to recovery, ACI World, June 28, 2022).

The AdB Group's financial performance is influenced by air traffic, which is, in turn, influenced by the economic environment, national and international health conditions, the economic and financial situation of individual airlines and airline alliances, as well as competition, on some routes, with alternative means of transport.

Depending on the specific way in which they evolve, these factors can have a impact on long-term performance, thus resulting in changes to the Group's development policies. The areas listed below may be affected by these issues, given the pervasive and uncertain nature of the developing pandemic.

In the context of such an extreme and prolonged crisis and given the considerable commitments to infrastructure developments, the liquidity risk could manifest as difficulty in obtaining timely, cost-effective financing to cover the requirements of the operations plan and, at the same time, cover the new requirements for finance in the Net Working Capital cycle until the end of the crisis - a crisis first stemming from the pandemic which as now been joined by the war in Ukraine, the energy crisis, and spiralling inflation. The Group has addressed this risk, on the one hand by strategically reviewing its investment plan in consultation with ENAC, identifying new priorities and implementation phases, and on the other by agreeing new loans, most recently, in December 2021, with the European Investment Bank (EIB) up to a maximum of Euro 90 million. Thanks to these new sources, the contributions from the COVID compensation fund, the current account balances held and the additional credit line of Euro 5 million, the Group believes it has flexibility of financing in line with the progress of the infrastructure development plan and with actual funding needs. With regard to any failure to meet the covenants due to the worsening of margins as a result of the ongoing emergency, covenants which are verified annually related to the loan received from Banca Intesa prior to the COVID-19 pandemic, discussions with the bank are ongoing in order to redefine the covenants originally set in 2013. The annual contractual covenants on the Unicredit loan finalised in July 2020 shall apply from the 2022 financial statements. In both cases, the revision of economic-financial projections at December 31, 2022 based on updated traffic, revenue, cost and investment forecasts as at September 30, 2022 comply with the above covenants. Finally, the new EIB financing agreement includes pledges and covenants, including of a disclosure nature typical of such situations, with an early settlement obligation where control of AdB is acquired; for this funding at September 30, 2022 no draw down request was made.

The Group has sought to minimise interest rate risk, in view of its outstanding financing, by entering into both fixed-rate and floating-rate facilities. The EIB loan allows a choice between fixed and variable rates, the amount of which in both cases will be determined by the EIB in relation to the timing of the loan request and the overall conditions of disbursement and repayment.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 40

The Group's credit risk is concentrated, in that 53% of its accounts receivable at September 30, 2022 are from its top ten clients (down on 68% at December 31, 2021). In general, the credit risk is offset through specific trade payable management and control tools and procedures, in addition to adequate provisioning for doubtful accounts – taking into account the increased risk owed to the current crisis – according to the principles of prudency and in compliance with the accounting standards IFRS 15 and IFRS 9, which strengthens the ex-ante analysis approach, rather than existing receivable recovery, in the credit risk assessment processes.

The commercial policies pursued by the Group to limit its exposure involve:

  • requesting immediate payment for transactions with end consumers or occasional counterparties (i.e., parking areas);
  • requesting advance payment from occasional airlines or airlines without an appropriate credit profile or collateral;
  • requesting performance bonds from sub-concession holder clients.

In accordance with the disclosure requirements set out in Article 2428, c.2, No. 6-bis, considering the criteria that inform its choice of investments, such as:

  • minimising the risk of the return of invested capital;
  • the differentiation of the credit institutions;
  • the duration, normally less than two years;
  • the return offered;

the Group believes the financial risks – understood as the risks of changes in the value of the financial instruments – to be limited.

The Group is not subject to foreign exchange risk since it does not undertake transactions in foreign currencies.

Risks arising from the conflict in Ukraine

The potential impacts of the conflict in Ukraine are only partially assessable, as they will depend on the geographic extent and severity of the conflict and the duration and magnitude of sanctions and airspace closures.

The Group is exposed to the risk of a loss of traffic volumes to Eastern European countries due to the ongoing conflict between Russia and Ukraine. Therefore, negative consequences on the recovery of traffic volumes in the short term as a result of the pandemic are possible, but are currently difficult to assess. At the moment, connections from Bologna to Kiev, Lviv and Odessa in Ukraine, Chisinau in Moldova and Moscow in Russia are suspended for war-related reasons, with an estimated impact in terms of the passenger traffic decline from/to these destinations of approximately 150 thousand passengers for all of 2022, and the Group believes that there are no other significant effects on operations.

This conflict could, however, adversely affect consumer confidence, the propensity to travel and the economic recovery in general, including outside of Eastern Europe. The conflict in Ukraine could further exacerbate the rise in commodity prices, impacting utility costs and supplies of certain materials. Moreover, the Cyber Security risk is increased by a phase of international conflict, in particular for critical infrastructures such as airports. The Group therefore continues to monitor developments in the conflict to identify any additional risks and impacts on the business.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 41

Risks related to a dependence on Ryanair traffic volumes

Group operations are significantly based on relations with the leading airlines at the airport and to which the Group offers its services, including - in particular - Ryanair. Due to the large proportion of total passenger flights at the airport operated by Ryanair, the Group is exposed to the risk that the airline may scale back or discontinue entirely its operations at the airport. Ryanair passengers accounted for 58.6% of the airport's total traffic volumes in the first nine months of 2022.

Following on from the partnership most recently renewed in October 2016 with a multi-year agreement concluding at the end of October 2022 that has seen an increase in the number of destinations served to and from the Bologna airport and an offer based on high quality standards thanks to the investments carried out by the airport and the carrier's "Always getting better" programme, AdB and Ryanair are currently discussing the appropriate updating and redefinition of mutual commitments. The Parties to date have reconfirmed their significant interest in reaching an adequate and sustainable understanding.

Although in the Group's opinion Bologna airport is of strategic importance to the airline, it is still possible that Ryanair may decide to change the routes served, significantly reducing or entirely discontinuing its flights at the airport, or that the agreement may not be renewed when it concludes (October 2022), in whole or in part, or that it might contain less favourable conditions for the Group. Any reduction or stoppage of flights by the aforementioned airline, the stoppage or change to flights with other destinations with high passenger traffic volumes, or the definition of an agreement with less favourable conditions than those expected by the Group may impact - including to a significant degree - the Group financial statements. In view of the current air transport industry crisis, any redistribution of passenger traffic among other airlines is more complex and uncertain. However, the Parent Company maintains active relationships with all sector operators.

Risk related to the effect of incentives on revenue margins

The Parent Company is exposed to the risk of a decrease in the margins of its Aviation Business Unit due to an increase in traffic volumes by airlines that receive incentives. In accordance with its incentive policy aimed at developing traffic and routes at the Airport, the Company pays some airlines – including both legacy and low-cost carriers – incentives tied to passenger traffic volumes and new routes. This policy limits incentives to levels compatible with positive margins on each airline's operations. However, should passenger traffic and the routes operated by airlines receiving incentives increase over time, the Aviation Business Unit's positive margins could decline proportionally, with a negative impact, possibly to a material degree, on the Group's financial performance and financial position.

Although the low-cost segment's share of the Italian national market is increasing, the Group manages this risk by actively developing traffic that generates a positive marginal contribution. Given the continuation of the pandemic crisis and the significant uncertainty and enduring discontinuity with the previous market situation, the Parent Company has introduced an ad hoc policy to support the recovery of traffic, in the interest of users and the operator, in order to recover as much traffic as possible despite the exceptional contingency. The Company is working on publication of the new Incentive Policy, which seeks to promote long-haul/intercontinental traffic, in addition to more environmentally sustainable traffic.

Risk relating to a reduction in the margin of non-aviation revenues

During lockdown, a national decree ordered the closure of the airport's commercial establishments (with very few exceptions, and a compete lack of customers, in any case). Given the above, and in the belief that air traffic recovery would also be very limited in the subsequent months of 2020, the Parent Company accepted requests submitted by sub-concession holders to revise certain contracts. AdB revised its contractual structure consisting of GARs (minimum guaranteed annuity rates) and ROYs (royalties) used to supplement "best performance" remuneration, which was previously guaranteed by high traffic levels. Instead, new conditions have been implemented based on variable fees.

Further negotiations have therefore been conducted to redefine the agreements and contracts with airport operators and sub-concession holders in light of updated forecasts and based on a progressive increase in fees in line with the gradual recovery of traffic at the airport. At the date of this document, the overall commercial offering is once again in line with the pre-pandemic situation.

Risks related to implementation of the Action Plan

The Parent Company invests in the airport as part of its overall management on the basis of an Action Plan approved by the Italian Civil Aviation Authority (ENAC). The Action Plan was drafted on the basis of the investments envisaged in the Master Plan according to a modular approach, the main driver of which is air traffic performance. With Order No. 0100428/P dated August 11, 2022, the National Civil Aviation Authority expressed a favourable opinion on the Investment Plan submitted by AdB S.p.A. for the four-year period 2023-2026.

AdB could encounter difficulties in implementing the investments provided for under the Action Plan in a timely manner due to unforeseeable events, such as delays in the process of obtaining authorisation for and/or executing the works, delays in procurement processes for certain materials or components, with possible adverse effects on the amount of the tariffs that may be applied and possible risks of withdrawal from or termination of the Agreement. The execution of the planned interventions could be conditioned by the non-availability of raw materials or by sharply increasing costs. Recent international geopolitical tensions have, in fact, led to an increase in energy prices, which have reached exceptionally high levels, accompanied by a general rise in inflation. These effects, together with great uncertainty regarding the availability of raw materials, could lead to criticality in the supply of certain materials, an increase in operating costs linked to the functioning of airport infrastructure and an increase in the costs of carrying out certain investments. An additional extraordinary risk that has emerged in 2020 in this context - and which has not yet entirely been eliminated - is "pandemic risk", with all its impacts (in terms of the airport company's organisational capacity and performance, possible further slowdown in procedures, risk of unavailability of financial resources, etc.). On September 30, 2021 - and again with full confirmation in August 2022 - the Parent Company received approval from the National Civil Aviation Authority (ENAC) for the company's proposal to implement the investment plan based on new priorities and executive stages, including postponement of the airport expansion. This is being done in order to respond consistently to the new traffic needs and to allow adequate remuneration of investments and ensure they are fully sustainable in financial terms, based on the COVID-19 health emergency and its significant impact on the operations and performance of the AdB S.p.A. Group. The adjusted plan will be implemented using funds that are already available.

Risks related to the failure to guarantee user services by certain airport operators

The handling companies operating at the airport, in response to growing and intense competitive pressure and in order to ensure the economic sustainability of their operations, in recent years placed particular attention on containing personnel costs, as featuring a significant labour intensive component, in addition to their efficiency, even to detriment of their quality. The difficult market conditions in which these parties operate were thereafter further worsened by the crisis emerging with the COVID-19 outbreak which hits the entire air sector, making already fragile operating-financial conditions even more difficult. This situation may therefore compromise the quality and the continuity of services offered to passengers by handlers at Bologna airport. The Parent Company is working to draw up a contingency plan to ensure the continuity of services, also where difficulties arise among the airport operators currently providing the services.

Risks concerning the regulatory framework

The Aeroporto Guglielmo Marconi di Bologna S.p.A. Group's core business involves acting as concession holder operating under special exclusive rights to the Bologna airport grounds. Primarily for this reason, it operates in an industry that is highly regulated at the domestic, supranational and international levels. Any change to the regulatory framework (and in particular any changes in relations with the state, public bodies and sector authorities, the determination of airport fees and the amount of concession fees, the airport tariff system, the allocation of slots, environmental protection and noise pollution) may impact operations and Company and Group results. With Resolution No. 42/2022, the Transport Regulation Authority began a review of the models for regulated airport fees pursuant to Resolution No. 92/2017, as supplemented by Resolution No. 68/2021, which, based on the information available to date, can reasonably be expected to lead to a reduction in the applicable fees for subsequent years.

Risk related to the high level of intangible assets in proportion to the Group's total assets and shareholders' equity

In terms of the risk of the non-recoverability of the carrying amount of the Concession Rights recognised to intangible assets consolidated at December 31, 2021 for Euro 199 million, as per IAS 36, the Group carried out an impairment test on the most recent cash flow projections approved by the Board of Directors of the Parent Company and based on assumptions considered reasonable and demonstrable, in order to present the best estimate of the future economic conditions that the current situation of uncertainty - in particular on the duration of the crisis - permits. The impairment test did not indicate any loss in value.

With regards to the amounts recognised to Concession Rights at June 30, 2022 - again amounting to Euro 199 million - the Group updated the aforementioned projections on the basis of traffic, revenues, costs and investment forecasts, updated to this date for the reporting year, and also according to this latter projection no impairment indicators emerged.

In view of the performance for the first nine months of 2022, against the 2022 Y-o-Y forecasts, as indicators of impairment are not evident, the Group confirms the relative recoverability results of the amounts recognised to Concession rights at September 30, 2022, in addition to the Group's net capital employed.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 44

Seasonality of revenues

Due to the cyclical nature of the sector in which the Group generally operates, higher revenues and operating results are expected in the third quarter rather than in the first and final quarters of the year. Higher revenues are concentrated in June-September, during the peak summer vacation period experiencing maximum usage levels. In addition, there is a strong business passenger component, due to the characteristics of the local business community and the presence of internationally renowned trade fair events, which offsets the seasonal peaks of tourist activity. Accordingly, financial performance figures for interim periods may not be representative of the Group's financial performance and financial position situation at the annual level.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 45

8 ALTERNATIVE PERFORMANCE INDICATORS

In this Directors' Report, various performance indicators are presented in order to permit a better assessment of operating performance and financial position.

On December 3, 2015, Consob published Communication No. 92543/15, rendering applicable the Guidelines issued on October 5, 2015 by the European Security and Markets Authority (ESMA) regarding the presentation of such indicators in regulated information circulated or financial statements published on or after July 3, 2016. These Guidelines, updating the previous CESR Recommendation (CESR/05-178b), seek to promote the utility and transparency of alternative performance indicators included in regulated information or financial statements within the scope of application of Directive 2003/71/EC in order to improve their comparability, reliability and comprehensibility.

The criteria utilised for these indicators, in line with the above communications, are provided below:

  • EBITDA: EBITDA (earnings before interest, taxation, depreciation and amortisation) is defined by management as the result before taxes for the year, financial income and charges, income and charges from equity investments, depreciation, amortisation and impairment. It therefore coincides, in this case, with the gross operating margin. EBITDA is not identified as an accounting measure as per IFRS and therefore should be considered as an alternative measure for the evaluation of the Group's performance. Since calculation of this indicator is not governed by the accounting standards that form the basis of preparation of the Group's Consolidated Financial Statements, the criterion used to determine and measure the indicator might not be uniform with that adopted by other groups. Accordingly, the figure in question might not be comparable with that presented by such other groups;
  • Adjusted EBITDA: this is a measure used by the Group's management to monitor and assess the Group's operating and financial performance. This is calculated by subtracting from EBITDA:
    • o the margin calculated as the difference between the Group's construction revenues and construction costs as the Airport's manager and
    • o terminal value receivable revenues on the provision for renewal, where this account is understood to refer to the consideration – equal to the present value of the terminal value credit – that the airport manager is entitled to be paid at the end of the concession from the new manager for renewal work on the assets under concession that at the date concerned have not been fully depreciated according to the regulatory accounting rules (Art. 703 of the Navigation Code, as amended by Art. 15-quinquies, para. 1, of Decree-Law No. 148/2017, converted, with amendments, by Law No. 172 of December 4, 2017).
    • o the COVID-19 compensation fund contribution.
  • Net Financial Debt: the composition of the Net Financial Debt is represented in accordance with the Consob Communication of July 28, 2006 and ESMA recommendations ESMA/2011/81 and 04/03/2021 and ESMA 32-382-1138 of March 4, 2021.

9 GUARANTEES PROVIDED

The following table summarises the guarantees granted by the Group.

in thousands of Euro 30/09/2022 30/09/2021 Change Change %
Sureties 9,668 3,456 6,211 180%
Pledge on Equity Financial Instruments 10,873 10,873 0 0%
Patronage letters 1,840 2,361 (521) -22%
Total guarantees provided 22,380 16,690 5,690 34%

Aeroporto Guglielmo Marconi di Bologna S.p.A. 46

At September 30, 2022, the guarantees granted by the Group total approx. Euro 22.4 million and principally concern:

  • sureties, the principal of which being Adb's co-obligation in the surety of Euro 5.8 million issued by UnipolSai in favour of the Customs Office at the request of the subsidiary, FFM, regarding the customs dispute in which it is involved (see the section on disputes in the Directors' Report), in addition to the surety in favour of Enac provided for in the Full Management Agreement (Euro 1.6 million);
  • a pledge of the equity financial instrument issued by Marconi Express S.p.a. and subscribed for by the Company for a nominal value of Euro 10.87 million, securing the obligations of Marconi Express to the credit institutions that financed the People Mover project;
  • letter of comfort concerning the mortgage loan granted to the subsidiary Tag Bologna S.r.l. by Banca Agricola Mantovana (now Monte dei Paschi di Siena) which at the end of the period amounted to Euro 1.8 million.

10 SUBSEQUENT EVENTS AND BUSINESS OUTLOOK

No events have occurred subsequent to period end that would require changes in terms of the presented performance or equity and financial position and that would therefore necessitate adjustments and/or additional disclosures in the financial statements.

However, some significant events occurred after the end of the period or are set to occur in the coming months.

Traffic performance

With 4.2% growth on October 2019 (last pre-pandemic year) and up 44.4% on October 2021, the airport in October 2022 returned its best-ever October figure, with 840 thousand monthly passengers (precisely: 841,478).

As in previous months, the performance in October indicated notable differences between domestic and international flights, with domestic passengers increasing significantly, even on the 2019 figures (+28.4%), whereas international passenger numbers, though recovering, remained slightly below pre-COVID levels (- 1.8%).

Specifically, in October 2022 206,400 passengers travelled on domestic flights (+9.7% on 2021) and 635,078 passengers on international flights (+60.9% on 2021).

Air movements in the month numbered 6,306, up 1.2% on October 2019 (+29.2% on October 2021), while air cargo transported totalled 4,223 tonnes, up 24.8% on 2019 and 19.2% on 2021.

The most popular destinations in October 2022 were: Catania, Barcelona, Palermo, Madrid, Paris Charles de Gaulle, Bari, Brindisi, London Heathrow, Tirana and London Stansted.

Figures for the first ten months of 2022 show a further reduction of the gap on the 2019 numbers, and the significant growth in passengers continued compared to 2021. Cargo increased on both 2021 and 2019.

Specifically, Bologna Airport reported 7,331,731 passengers (-8.1% on 2019 and +136.9% on 2021) in the period January-October 2022. Total air movements in the first ten months of the year numbered 56,362 (down 8.7% on 2019 and up 94.1% on 2021), while cargo transported totalled 35,595 tonnes, up 12.3% on 2019 and 12.8% on 2021.

On November 10 this year, AdB acquired from Aeroporti di Roma a 5% holding in UrbanV Spa, incorporated on June 28, 2022 by Aeroporti di Roma, Aeroporto di Venezia and Aeroports de la Cote d'Azur to develop urban air mobility internationally.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 47

Operating and Financial Performance and Business Outlook

According to ACI World, the outlook for global traffic recovery will benefit from a number of factors, such as the spike in passenger-side demand. This will be driven by a combination of savings accumulated during the pandemic, the strong desire to reconnect (in addition to the desire to regain freedom of movement, i.e. "revenge travel"), the high vaccination rate, and the easing of restrictions on movement, which will once again encourage travel outside national borders.

On the other hand, analysts also highlight a number of drawbacks or risk factors that are putting increasing pressure on traffic recovery, namely (i) geopolitical conflicts resulting from Russia's aggression against Ukraine, which have increased travel costs due to rising energy and commodity prices, (ii) the slowdown in economic recovery due to rising interest rates and inflation, (iii) labour shortages and supply chain delays both at the industrial level due to difficulties in transportation and high prices, and at the service level following a more abrupt recovery in demand than expected, and (iv) potential new waves of infection caused by the development of new, more contagious COVID-19 variants.

The downturn related to macroeconomic factors such as a potential recession and the inflation-led erosion of household purchasing power are braking factors which, as also confirmed by additional industry studies, could lead to a slowdown in current growth. The strong demand seen in recent months therefore provides no certainty about future traffic trends, particularly from the autumn. This means that the forecast for traffic to recover to pre-COVID levels is pushed back to 2025 (Source: Air transport, distant turnaround - Pre-Covid levels only in 2025, Il Sole 24 Ore, July 20, 2022) and envisaging however, according to the analysis carried out by ACI World, a two-speed recovery: faster for global domestic traffic - as early as the end of 2023 - while slower for international traffic between the end of 2024 and the beginning of 2025.

Global traffic therefore in 2022 is expected to reach 74% of 2019 traffic, for a total of approximately 6.8 billion passengers, based on the situation at current values, affected by (i) the recent macro-economic developments, (ii) the current geo-political tensions and (iii) the possible impacts from new COVID-19 variant waves. Europe reported in 2021 a recovery of only 43.5% of 2019 traffic levels. However, in view of the significant recovery in the initial two quarters of the year, this figure is expected to reach approximately 82.5% by the end of the year, confirming a recovery in line with experts' expectations. (Sources: The impact of COVID-19 on airports-and the path to recovery, ACI World, October 6, 2022; 2022 ACI World Airport Traffic Report, October 2022; Eurocontrol Forecast Update 2022-2028, October 2022)

In addition to these general factors, which already necessitate a prudent approach as regards short- and medium-term economic and financial forecasts, other specific factors must be taken into account relating to the Company, which in the short term will have to make some significant decisions. These include the renewal of the regulatory agreement that expires on December 31, 2023, and the renewal of the long-term contract signed with the Airport's largest client, which concluded at the end of October, 2022. These aspects are more fully described in section 7 MAIN RISKS AND UNCERTAINTIES.

Against the complex backdrop described above, on the basis of the information available to date, and trusting in the success of the work carried out in 2022, the Parent Company estimates that the recovery of volumes at the Bologna airport in the coming years will be substantially in line with these forecasts.

The Group will, as far as possible, retain a strong focus on cost management, taking into account traffic volumes that, on a monthly basis, have reached pre-COVID levels, but which are particularly concentrated in certain peak periods.

In 2022 and the coming years, the Group will be committed to overcoming the limits of the infrastructure capacity of certain subsystems, with a proactive focus on improving service quality. This is against a backdrop of fully functioning infrastructure and operational processes, and growing traffic volumes.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 48

The contribution of the COVID-19 damage compensation fund enabled the return of a very strong result for the period which, together with the traffic recovery, enables us to look to the future with renewed confidence, despite the continued pandemic related threats, those from the Russia-Ukraine conflict and the inflation impacting the main energy sources and raw materials.

The Chairperson of the Board of Directors

(Enrico Postacchini)

Bologna, November 14, 2022

Aeroporto Guglielmo Marconi di Bologna S.p.A. 49

Consolidated financial statements at September 30, 2022

Statement of Consolidated Financial Position Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Cash Flow Statement Statement of changes in Consolidated Shareholders' Equity

Aeroporto Guglielmo Marconi di Bologna S.p.A. 50

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

Statement of Consolidated Financial Position

in thousands of Euro Notes As at
30.09.2022
As at
31.12.2021
Concession rights 202,527 199,364
Other intangible assets 1,228 914
Intangible assets 1 203,755 200,278
Land, property, plant and equipment 10,871 11,293
Investment property 4,732 4,732
Tangible assets 2 15,603 16,025
Investments 3 44 44
Other non-current financial assets 4 13,379 13,306
Deferred tax assets 5 10,167 13,093
Other non-current assets 6 277 210
Other non-current assets 23,867 26,653
NON-CURRENT ASSETS 243,225 242,956
Inventories 7 939 735
Trade receivables 8 22,669 19,977
Other current assets 9 9,657 5,393
Current financial assets 0 0
Cash and cash equivalents 10 65,787 28,215
CURRENT ASSETS 99,052 54,320
TOTAL ASSETS 342,277 297,276
in thousands of Euro Notes As at
30.09.2022
As at
31.12.2021
Share capital 90,314 90,314
Reserves 67,770 74,201
Profit/(loss) for the period 32,596 (6,717)
GROUP SHAREHOLDERS' EQUITY 11 190,680 157,798
MINORITY INTERESTS 0 0
TOTAL SHAREHOLDERS' EQUITY 11 190,680 157,798
Severance and other personnel provisions 12 3,598 3,841
Deferred tax liabilities 13 2,847 2,691
Provision for renewal of airport infrastructure 14 9,654 10,097
Provisions for risks and charges 15 1,332 1,517
Non-current financial liabilities 16 54,048 63,526
Other non-current liabilities 55 55
NON-CURRENT LIABILITIES 71,534 81,727
Trade payables 17 25,560 19,035
Other liabilities 18 37,852 29,094
Provision for renewal of airport infrastructure 14 1,582 1,676
Provisions for risks and charges 15 28 23
Current financial liabilities 16 15,041 7,923
CURRENT LIABILITIES 80,063 57,751
TOTAL LIABILITIES 151,597 139,478
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 342,277 297,276

Aeroporto Guglielmo Marconi di Bologna S.p.A. 51

Consolidated Income Statement

in thousands of Euro Notes For the nine
months ended
For the nine
months ended
30.09.2022 30.09.2021
Revenues from aeronautical services 40,347 19,197
Revenues from non-aeronautical services 31,506 12,686
Revenues from construction services 9,296 6,056
Other operating revenues and income 21,892 571
Revenues 19 103,041 38,510
Consumables and goods (3,118) (1,166)
Service costs (15,745) (11,278)
Construction service costs (8,854) (5,767)
Leases, rentals and other costs (6,240) (3,024)
Other operating expenses (2,306) (2,290)
Personnel costs (20,047) (15,519)
Costs 20 (56,310) (39,044)
Amortisation of concession rights (5,573) (5,443)
Amortisation of other intangible assets (324) (653)
Depreciation of tangible assets (1,541) (1,671)
Depreciation, amortisation & impairments 21 (7,438) (7,767)
Provisions for doubtful accounts (745) (621)
Provision for renewal of airport infrastructure (1,584) (330)
Provisions for other risks and charges (224) (78)
Provisions for risks and charges 22 (2,553) (1,029)
Total Costs (66,301) (47,840)
Operating result 36,740 (9,330)
Financial income 23 1,311 58
Financial expenses 23 (965) (746)
Result before taxes 37,086 (10,018)
Taxes for the period 24 (4,490) 2,458
Profit (loss) for the period 32,596 (7,560)
Minority interest profit (loss) 0 0
Group profit for the period 32,596 (7,560)
Undiluted earnings/(loss) per share (in Euro) 0.91 (0.21)
Diluted earnings/(loss) per share (in Euro) 0.91 (0.21)

Aeroporto Guglielmo Marconi di Bologna S.p.A. 52

Consolidated Statement of Comprehensive Income

in thousands of Euro
Profit (loss) for the period (A)
Other profits (losses) that will be reclassified in the net result for the period
For the nine
months
ended
30.09.2022
32,596
0
For the nine
months
ended
30.09.2021
(7,560)
0
Total other profits (losses) that will be reclassified in the net result for the year (B1) 0 0
Other profits (losses) that will not be reclassified in the net result for the period
Actuarial profits (losses) on severance and other personnel provisions 376 118
Tax impact on actuarial profits (losses) on severance and other personnel provisions (91) (30)
Total other profits (losses) that will not be reclassified in the net result for the year (B2) 285 88
Total other profits (losses), net of taxes (B1 + B2) = B 285 88
Total profits (losses), net of taxes (A + B) 32,881 (7,472)
of which Minority Interests 0 0
of which Group 32,881 (7,472)

Aeroporto Guglielmo Marconi di Bologna S.p.A. 53

Consolidated Cash Flow Statement

in thousands of Euro As at 30.09.2022 As at 30.09.2021
Core income-generating operations
Result for the period before taxes 37,086 (10,018)
Adjustments to items with no impact on cash and cash equivalents
- Margin from construction services (442) (289)
+ Depreciation and amortisation 7,438 7,767
+ Provisions 2,553 1,029
+ Interest expense (income) for discounting and severance provisions (1,248) (21)
+/- Interest income and financial charges 902 709
+/- Losses/gains and other non-monetary costs/revenues (23) 700
+/- Severance provisions and other personnel expenses 141 67
Cash flow generated/(absorbed) by operating activities before changes in working capital 46,407 (56)
Change in inventories (204) 27
(Increase)/decrease in trade receivables (3,266) (12,509)
(Increase)/decrease in other receivables and current/non-current assets (3,880) (4,299)
Increase/(decrease) in trade payables 6,600 (816)
Increase/(decrease) in other liabilities, various and financial 8,561 6,500
Interest paid (1,002) (1,016)
Interest collected 0 2
Taxes paid (23) 0
Severance and other personnel provisions paid (92) (306)
Use of provisions (1,343) (461)
Cash flow generated / (absorbed) by net operating activities 51,758 (12,934)
Purchase tangible assets (1,030) (221)
Purchases of intangible assets/concession rights (9,491) (5,898)
Change in investment in current and non-current financial assets 0 275
Cash flow generated / (absorbed) by investing activities (10,521) (5,845)
Loans repaid (3,231) (1,668)
Payments of leasing capital share (434) (261)
Cash flow generated / (absorbed) by financing activities (3,665) (1,929)
Change in closing cash flow 37,572 (20,708)
Cash and cash equivalents at beginning of period 28,215 43,658
Change in closing cash flow 37,572 (20,708)
Cash and cash equivalents at end of period 65,787 22,950

Aeroporto Guglielmo Marconi di Bologna S.p.A. 54

in thousands of Euro Share
capital
Share
Premium
Reserve
Legal Reserve Other
reserves
FTA
Reserve
Actuarial
profits/(losses)
reserve
Profit
(losses)
carried
forward
Profit (loss) for
the period
Group
shareholders'
equity
Minority
Interests
Shareholders'
Equity
Shareholders' Equity as at 31.12.2021 90,314 25,683 8,179 57,116 (3,272) (1,060) (12,445) (6,717) 157,798 0 157,798
Allocation of the 2021 financial year result 0 0 0 273 0 0 (6,990) 6,717 0 0 0
Share Capital Increase 0 0 0 0 0 0 0 0 0 0 0
Dividends paid 0 0 0 0 0 0 0 0 0 0 0
Total comprehensive profit (loss) 0 0 0 0 0 285 0 32,596 32,862 0 32,862
Shareholders' Equity as at 30.09.2022 90,314 25,683 8,179 57,389 (3,272) (775) (19,435) 32,596 190,680 0 190,680

Statement of changes in Consolidated Shareholders' Equity

in thousands of Euro Share
capital
Share
Premium
Reserve
Legal Reserve Other
reserves
FTA
Reserve
Actuarial
profits/(losses)
reserve
Profit
(losses)
carried
forward
Profit (loss) for
the period
Group shareholders'
equity
Minority
Interests
Shareholders'
Equity
Shareholders' Equity as at 31.12.2020 90,314 25,683 8,179 56,655 (3,272) (1,036) 1,604 (13,590) 164,538 0 164,538
Allocation of the 2020 financial year result 0 0 0 462 0 0 (14,050) 13,590 0 0 0
Share Capital Increase 0 0 0 0 0 0 0 0 0 0 0
Dividends paid 0 0 0 0 0 0 0 0 0 0 0
Assets held-for-sale 0 0 0 0 0 0 0 0 0 0 0
Total comprehensive profit (loss) 0 0 0 0 0 88 0 (7,560) (7,472) 0 (7,472)
Shareholders' equity as at 30.09.2021 90,314 25,683 8,179 57,117 (3,272) (948) (12,446) (7,560) 157,067 0 157,067

Notes to the consolidated financial statements

Aeroporto Guglielmo Marconi di Bologna S.p.A. 56

Information on Group activities

The Group operates in the airport management business. Specifically:

  • Aeroporto Guglielmo Marconi di Bologna S.p.A. (hereinafter "AdB" or the "Parent Company") is full manager of Bologna airport under Full Management Agreement No. 98 of July 12, 2004 and subsequent additional instruments, approved by Decree of the Ministry of Transport and Infrastructure and the Ministry of the Economy and Finance on March 15, 2006, with a term of 40 years from December 28, 2004 and expiry in December 2046 following the extension of two years in accordance with Law No. 77 of July 17, 2020, which converted Article 102, paragraph 1-bis of Decree-Law No. 34 of May 19, (Relaunch Decree) in order to contain the economic effects of the COVID-19 emergency. Its registered office is located at Via del Triumvirato 84, Bologna and it is registered with the Bologna Companies Register.
  • Fast Freight Marconi S.p.A. (hereinafter FFM) operates in the cargo and mail handling business at Bologna airport. Its registered office is located at Via del Triumvirato 84, Bologna and it is registered with the Bologna Companies Register. It is subject to management and coordination by Aeroporto Guglielmo Marconi di Bologna S.p.A..
  • TAG Bologna S.r.l. (hereinafter TAG) operates in the general aviation business as a handler and manager of the related infrastructure at the Bologna airport. Its registered office is located at Via del Triumvirato 84, Bologna and it is registered with the Bologna Companies Register. It is subject to management and coordination by Aeroporto Guglielmo Marconi di Bologna S.p.A..

Accounting standards adopted for the Preparation of the Consolidated interim financial statements as at September 30, 2022

Basis of preparation

The condensed consolidated interim financial statements of the Group (hereafter "the condensed consolidated interim financial statements of the Group" or "consolidated financial statements") were prepared for the nine months ended September 30, 2022 and include the comparative figures for the year ended December 31, 2021, limited to the Consolidated Statement of Financial Position and the comparative figures for the January 1-September 30 period, limited to the Consolidated Income Statement, Consolidated Statement of Comprehensive Income and Consolidated Cash Flow Statement. The consolidated financial statements were prepared under the historic cost convention, except for financial assets held-for-sale, and Intangible Assets comprising Energy Certificates, which were recognised at fair value, and in accordance with the going concern principle.

Impacts of the COVID-19 pandemic and going concern

While the Group's performance has been severely impacted by the effects of the COVID-19 crisis - to which both general and Group-specific risk factors are currently added, better described in the section "SUBSEQUENT EVENTS AND BUSINESS OUTLOOK" - it has shown a marked improvement since spring 2022 thanks to the strong recovery in air traffic. This comes alongside the stimulus measures in Italy and Europe to which the Group has had access, above all the contribution from the COVID-19 compensation fund (Article 128-bis of the 2021 Budget Law and Decree-Law No. 73 of May 25, 2021, as published in the Official Journal, General Series, No. 123 of May 25, 2021) in the amount of Euro 21.1 million, which has been received in its entirety.

While the current situation is in constant flux and the short- and medium-term future remains difficult to predict, in view of the improvement in the Group's economic, equity, and financial situation, and considering the credit lines available to date, the Directors believe that there are no significant going-concern uncertainties (as defined by paragraph 25 of IAS 1) and that the Group is able to cope with the risk factors associated with the current environment and fulfil its financial, contractual and concessionary commitments.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 57

For further information on risk factors, assumptions and uncertainties, please refer to the relevant paragraph in the Directors' Report.

The consolidated financial statements are presented in thousands of Euro, which is also the Group functional currency, and all amounts are rounded to the nearest thousands of Euro, where not otherwise indicated.

The publication of the condensed consolidated interim financial statements of Aeroporto Guglielmo Marconi di Bologna S.p.A. and the two subsidiaries (the Group) for the first nine months of 2022 was approved by the Board of Directors on November 14, 2022.

Content and form of the consolidated financial statements

The Condensed Consolidated Interim Financial Statements at September 30 were prepared as per IAS 34 "Interim Financial Statements" including condensed explanatory notes in accordance with the abovementioned international accounting standard and supplemented in order to provide greater disclosure where considered necessary. These Consolidated Financial Statements must therefore be read together with the Consolidated Financial Statements for the year 2021 prepared in accordance with IFRS International Accounting Standards issued by the International Accounting Standards Board ("IASB").

The accounting standards and policies utilised are those adopted for the preparation of the annual financial statements at December 31, 2021, to which reference should be made, with the exception of the new accounting standards, amendments and interpretations which entered into force from January 1, 2022, applied for the first time by the Group at the obligatory effective date and summarised in this document in the paragraph "Accounting standards, amendments and interpretations endorsed by the European Union adopted by the Group". The Group has not adopted in advance any accounting standard, interpretation or amendment issued but not yet in effect.

This interim report has not been audited.

The Group opted to apply the Separate and Consolidated Statement of Comprehensive Income, as permitted by IAS 1, considering such more representative of operations. In particular, the Statement of Consolidated Financial Position has been prepared by separating assets and liabilities into current and non-current categories.

An asset is current when:

  • it is expected to be realised, or is held for sale or consumption, in the normal course of the operating cycle;
  • it is held principally for trading;
  • it is expected to be realised within twelve months from year-end; or
  • it comprises cash or cash equivalents, upon which no prohibition exists on their exchange or utilisation to settle a liability for at least 12 months from year-end.

All other assets are classified as non-current.

A liability is considered current when:

  • it is expected to be settled within the normal operating cycle;
  • it is held principally for trading;
  • it is expected to be settled within twelve months from the year-end;
  • the entity does not have an unconditional right to defer settlement of the liability for at least twelve months of year-end.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 58

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

The Consolidated Income Statement has been prepared by classifying income and expenses by their nature, whereas the Consolidated Cash Flow Statement has been prepared using the indirect method, according to which cash flows are classified into operating, investing and financing categories.

Consolidation scope

The consolidated financial statements at September 30, 2022 were prepared based on the financial statements of the Parent Company and its subsidiaries, directly and indirectly held, approved by the respective shareholders' meetings or executive bodies, appropriately adjusted in line with IFRS. The subsidiary companies are fully consolidated from the date of acquisition, or from the date in which the Group acquires control, and ceases to be consolidated at the date on which the Group no longer has control.

The following tables summarise the information on the subsidiaries at September 30, 2022 and December 31, 2021 in terms of the Group's direct and indirect holding.

% Held
SUBSIDIARIES (in thousands of Euro) Share
capital
As at 30.09.2022 As at 31.12.2021
Fast Freight Marconi S.p.a. Società Unipersonale 520 100.00% 100.00%
Tag Bologna S.r.l. Società Unipersonale 316 100.00% 100.00%

Operating Segment information

The Aeroporto Guglielmo Marconi di Bologna Group, in application of IFRS 8, identified its operating segments as the business areas which generate revenues and costs, whose results are periodically reviewed by the highest decision-making level in order to evaluate the outcome of the decisions concerning the allocation of resources and for which separate financial statements are available.

The Group operating segments as per IFRS 8 - Operating Segment are as follows:

  • Aviation;
  • Non-Aviation;
  • Other.

The disclosure concerning operating segments for the Continuing Operations is outlined to reflect the future organisational structure of the Group, with separate disclosure for Discontinued Operations.

In relation to the operating segments, the Group evaluates their performance based on passenger revenues, separating those concerning the aviation sector from those concerning the non-aviation sector.

The account "Other" residually includes those businesses not directly attributable to the identified segments. The significant amount in the period is due to the contribution from the compensation fund established under Italian law No. 178 of December 30, 2020 (the 2021 Budget Law), enacted by Decree of the Ministry for Infrastructure and Sustainable Mobility, in concert with the Ministry for the Economy and Finance, of November 25, 2021, for the coverage of losses caused by the pandemic during the period March 1 to June 30, 2020. The Group decided not to allocate this component of income to the individual operating segments so as not to alter the presentation of the business units' performance for the period.

In Group operations, financial income and charges and taxes are not allocated to the individual operating segments.

The segment assets are those employed by the segment for operating activities or which may be allocated reasonably for the carrying out of operating activities.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 59

The segment assets presented are measured utilising the same accounting policies adopted for the presentation of the Group consolidated financial statements.

in thousands of Euro For the nine months
ended 30.09.2022
Aviation
For the nine months
ended 30.09.2022
Non-Aviation
For the nine months
ended 30.09.2022
Other
For the nine
months ended
30.09.2022
Revenues 49,884 32,020 21,137 103,041
Costs (45,243) (11,067) 0 (56,310)
Gross Operating Profit 4,641 20,953 21,137 46,731
Depreciation, amortisation & impairments (5,014) (2,424) 0 (7,438)
Provisions (2,121) (432) 0 (2,553)
Operating result (2,494) 18,097 21,137 36,740
Financial income 0 0 1,311 1,311
Financial expenses 0 0 (965) (965)
Result before taxes (2,494) 18,097 21,483 37,086
Taxes for the period 0 0 (4,490) (4,490)
Profit (loss) for the period (2,494) 18,097 16,993 32,596
Minority interest profit 0 0 0 0
Group profit (loss) 0 0 0 32,596
in thousands of Euro For the nine months
ended 30.09.2021
Aviation
For the nine months
ended 30.09.2021
Non-Aviation
For the nine months
ended 30.09.2021
Other
For the nine
months ended
30.09.2021
Revenues 24,377 14,133 0 38,510
Costs (31,267) (7,777) 0 (39,044)
Gross Operating Profit/(loss) (6,890) 6,356 0 (534)
Depreciation, amortisation & impairments (5,262) (2,505) 0 (7,767)
Provisions (875) (154) 0 (1,029)
Operating result (13,027) 3,697 0 (9,330)
Financial income 0 0 58 58
Financial expenses 0 0 (746) (746)
Result before taxes (13,027) 3,697 (688) (10,018)
Taxes for the period 0 0 2,458 2,458
Profit (loss) for the period (13,027) 3,697 1,770 (7,560)
Minority interest profit 0 0 0 0
Group profit (loss) 0 0 0 (7,560)

Aeroporto Guglielmo Marconi di Bologna S.p.A. 60

The table below presents the segment information for assets:

in thousands of Euro As at 30.09.2022
Aviation
As at 30.09.2022
Non-Aviation
As at 30.09.2022
Other
As at
30.09.2022
Total
Non-current assets 181,311 38,207 23,707 243,225
Intangible assets 177,448 26,307 0 203,755
Concession rights 176,727 25,800 0 202,527
Other intangible assets 721 507 0 1,228
Tangible assets 3,712 11,891 0 15,603
Land, property, plant and equipment 3,712 7,159 0 10,871
Investment property 0 4,732 0 4,732
Other non-current assets 151 9 23,707 23,867
Investments 0 0 44 44
Other non-current financial assets 0 0 13,379 13,379
Deferred tax assets 0 0 10,167 10,167
Other non-current assets 151 9 117 277
Current assets 25,698 6,468 66,886 99,052
Inventories 416 523 0 939
Trade receivables 17,455 5,214 0 22,669
Other current assets 7,827 731 1,099 9,657
Current financial assets 0 0 0 0
Cash and cash equivalents 0 0 65,787 65,787
Total assets 207,009 44,675 90,593 342,277
in thousands of Euro As at 30.09.2021
Aviation
As at 30.09.2021
Non-Aviation
As at 30.09.2021
Other
As at
30.09.2021
Total
Non-current assets 177,163 38,723 26,397 242,283
Intangible assets 173,366 26,478 0 199,844
Concession rights 172,669 26,127 0 198,796
Other intangible assets 697 351 0 1,048
Tangible assets 3,720 12,233 0 15,953
Land, property, plant and equipment 3,720 7,501 0 11,221
Investment property 0 4,732 0 4,732
Other non-current assets 77 12 26,397 26,486
Investments 0 0 44 44
Other non-current financial assets 0 0 12,970 12,970
Deferred tax assets 0 0 13,233 13,233
Other non-current assets 77 12 150 239
Current assets 21,054 5,070 23,483 49,607
Inventories 427 222 0 649
Trade receivables 13,580 4,301 0 17,881
Other current assets 7,047 547 533 8,127
Current financial assets 0 0 0 0
Cash and cash equivalents 0 0 22,950 22,950
Total assets 198,217 43,793 49,880 291,890

Aeroporto Guglielmo Marconi di Bologna S.p.A. 61

Segment disclosure regarding the identified operating segments is undertaken as outlined below.

Aviation: refers to the airport's core business. This includes aircraft landing, take-off and parking fees, passenger boarding fees, freight fees, in addition to passenger security control fees and hand-carry and checked baggage control fees. It includes also cargo handling, customs clearance and fuelling operations. Finally, this segment includes all centralised infrastructure and exclusive assets: the centralised infrastructure represents revenues received in relation to infrastructure under the exclusive operation of the airport management company for reasons of safety, security or in view of their economic impact. Exclusive assets concern check-in desks, the gates and spaces assigned to airport operators.

Non-Aviation: operations not directly connected to the aviation business. This include sub-concession, retail, catering, self-hire and parking management operations, the Marconi Business Lounge and advertising.

The breakdown of revenues and costs between the Aviation and Non-Aviation SBU's follows ENAC's guidelines for analytic/regulatory reporting for airport management companies, in line with Article 11 decies of Law No. 248/05 and the Ministry of Transport Guidelines of December 31, 2006.

The residual accounts excluded from regulatory reporting were subsequently allocated according to the operating criteria.

The main differences were as follows:

  • accounts not considered relevant for regulatory accounting purposes which are allocated through a specific review of the individual cost/revenue items;
  • revenues and costs for construction services allocated according to an analytical breakdown of investments in the year between the two SBU's according to regulatory criteria;
  • incentives for the development of air traffic, allocated entirely to the Aviation SBU in accordance with the financial statement breakdown.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 62

COMMENTS ON THE MAIN ITEMS ON THE STATEMENT OF CONSOLIDATED FINANCIAL POSITION

ASSETS

1. Intangible assets

The following table breaks down intangible assets at September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Concession rights 202,527 199,364 3,163
Software, licences and similar rights 413 404 9
Other intangible assets 46 50 (4)
Energy Certificates 0 0 0
Other intangible assets in progress 769 460 309
TOTAL INTANGIBLE ASSETS 203,755 200,278 3,477

Aeroporto Guglielmo Marconi di Bologna S.p.A. 63

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

At September 30, 2022, Concession rights increased by Euro 9.3 million, of which Euro 8.9 million (equal to the fair value of construction services provided in the period) principally due to the following works:

  • building of a new commercial aviation aircraft apron;
  • creation of a new airport run-off water overflow system and concurrent retirement of the current system, replacing the existing basin known as the Olmi Quarry;
  • reconfiguration of the cargo area, including the completion of a new canopy and installation of new roller conveyors for loading and unloading cargo;

Amortisation of concession rights in the period amounted to Euro 5.6 million and was applied according to the residual duration of the concession.

Software, licenses and similar rights increased Euro 329 thousand, mainly due to the purchase of software licences.

Other intangible assets in progress include costs incurred to develop software that had not been completed at September 30, 2022, including for development of the new website.

Test on the recoverability of assets and group of assets

The Group constantly monitors financial performance and compares it with the 2022-2046 forecasts approved by the Board of Directors of the Parent Company and used to conduct impairment testing of the concession rights for the year ended December 31, 2021, which did not point to any impairment losses.

With regards to the amounts recognised to Concession Rights at June 30, 2022 - amounting to Euro 199 million, substantially unchanged on December 31, 2021 - the Group reviewed the aforementioned projections on the basis of traffic, revenues, costs and investment forecasts, updated to this date for the current year, and also according to this latter projection no impairment indicators emerged, as defined under IAS 36.

Considering the above and in view of the performance for the first nine months of 2022, against the 2022 Yo-Y forecasts, the Group confirms the relative recoverability results of the amounts recognised to Concession rights at September 30, 2022, in addition to the Group's net capital employed.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 64

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

2. Tangible assets

The following table breaks down tangible assets at September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at 30.09.2022
As at 31.12.2021
Change
Land 2,763 2,763 0
Buildings, light constructions and improvements 2,953 3,151 (198)
Machinery, equipment & plant 1,987 2,085 (98)
Furniture, EDP and transport 1,227 1,405 (178)
Building plant and machinery in progress and advances 843 487 356
Investment property 4,732 4,732 0
TOTAL TANGIBLE ASSETS 14,505 14,623 (118)
Land in leasing 601 855 (254)
Leased buildings and minor construction and improvements 0 0 0
Leased machinery, equipment & plant 291 397 (106)
Leased furniture, office machinery, transport equipment 206 150 56
TOTAL LEASED TANGIBLE ASSETS 1,098 1,402 (304)
TOTAL TANGIBLE ASSETS 15,603 16,025 (422)

Aeroporto Guglielmo Marconi di Bologna S.p.A. 65

At September 30, 2022, the overall increase in this category was Euro 1.2 million and mainly concerns the purchase of a Firewall device to protect the company network, the self-propelled elevator for passengers with reduced mobility (PRM), a friction tester vehicle to measure friction levels on the runway, and various computers and hardware.

This category includes right-of-use assets, recognised in accordance with IFRS 16, which the AdB Group recognises as a lessee primarily for the long-term lease of land used for parking, employee motor vehicles, De Icer plant and some equipment. The amount recognised at September 30, 2022 corresponds to the present value of the lease instalments falling due, which is reflected under current and non-current financial liabilities for leases.

Investment property includes the total value of land owned by the Group earmarked for the construction of investment property; these amounts were initially recorded at purchase cost and subsequently measured using the cost method.

This land is not subject to depreciation, although the parent company, through internal valuations, periodically confirms whether the recognition value approximates its fair value. At the preparation date of the financial statements, there were no impairment indicators on these assets.

3. Investments

The following table breaks down other investments at September 30, 2022 (compared with December 31, 2021):

in thousands of Euro As at
31.12.2021
Increases /
Acquisitions
Decreases /
Disposals
Write-downs
Other investments 44 0 0 0 44
TOTAL INVESTMENTS 44 0 0 0 44

The composition of the account is as follows:

in thousands of Euro Holding As at 30.09.2022 As at 31.12.2021 Change
Consorzio Energia Fiera District 14.3% 3 3 0
CAAF dell'Industria Spa 0.07% 0 0 0
Bologna Welcome Srl 10% 41 41 0
TOTAL OTHER INVESTMENTS 44 44 0

Aeroporto Guglielmo Marconi di Bologna S.p.A. 66

4.Other non-current financial assets

The following table shows the movements in other non-current financial assets for the period ended September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at
31.12.2021
Increases/
Acquisitions
Decreases /
Reclass.
Write
downs
As at
30.09.2022
Receivables from Terminal Value 1,387 61 0 0 1,448
Equity Financial Instruments 10,873 0 0 0 10,873
Other financial assets 1,046 12 0 0 1,058
TOTAL OTHER NON-CURRENT FINANCIAL ASSETS 13,306 73 0 0 13,379

At September 30, 2022, the account "Other non-current financial assets" comprised:

  • Euro 1.4 million in receivables from Terminal Value for the portion of fees for construction/improvement services provided by the Group relating to investments in concession rights, as well as a supplement to the performance obligation fee, in accordance with IFRS 15, on the interventions carried out on the provisions for renewal of airport infrastructure. This receivable, recorded at present value, derives from application of the Terminal Value regulation as per Article 703 of the Navigation Code, which established that, for investments in concession rights, the airport manager shall receive from the succeeding concession holder, on conclusion of the concession, an amount equal to the residual value at that date of the investment, in addition to the interventions made on the provisions for renewal, both calculated according to the regulatory accounting rules. The item concerns therefore the investments in concession fees and provision for renewal fund actions which, for regulatory accounting purposes, are considered assets which shall not be fully depreciated on the conclusion date of the concession. The movement in the period relates to the financial income for the period calculated on the receivable recognised at December 31, 2021.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 67

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

  • Euro 10.9 million of equity financial instruments in Marconi Express Spa, concession holder for the construction and management of the rapid rail link infrastructure between the Airport and Bologna Central Station called People Mover. This financial instrument, subscribed by the Parent Company on January 21, 2016 for a total value of Euro 10.9 million, is recorded corresponding to the amount effectively paid or rather the cost incurred at that date. The investment, in addition to the strategic/operating interest related to improving accessibility to the airport, meets the Group's objective both in relation to the collection of the contractual cash flows and to any future sale of the financial asset. In accordance with IFRS 9, since it is an equity instrument that does not grant administrative rights and therefore does not guarantee joint control/control or significant influence over the entity in accordance with international accounting standards, the financial asset is measured at fair value through profit or loss. In this case, considering the difficulty in measuring at fair value the Equity Financial Instrument, the subsequent valuations of this EFI are at cost as the best fair value estimate and any reductions in value, quantified comparing the book value with the present value of the expected cash flows discounted at the market rate for similar instruments, are recorded in the Income Statement. With regards to the valuation of the Equity Financial Instrument at September 30, 2022, no movement was made as the interim results announced by the concession holder in terms of tickets sold and traffic expectations for the full year are strong and in line with the business plan. On the basis of these and other factors, the Group considers there is no impairment loss to be recorded on the value of the equity instrument at September 30, 2022. The company at December 31, 2021 reports shareholders' equity of Euro 13 million, a net loss of Euro 3.1 million and net financial debt of Euro 66.7 million.

  • Euro 1.1 million of a capitalisation product purchased in 2019, with a 10-year duration and 2029 maturity. In accordance with the standard IFRS 9, these assets are classified to the category "Held to collect – HTC", as this complies with the Group's need to invest temporary liquidity held in order to collect the contractual cash flows. In this specific case, the maturity is defined contractually, but the return is related to the capital management performance and therefore this financial instrument is measured at fair value through profit or loss.

5. Deferred tax assets

The following table presents the movements in deferred tax assets for the period ended September 30, 2022, compared with December 31, 2021.

in thousands of Euro As at 31.12.2021 Provisions Util./adjustments As at 30.09.2022
DEFERRED TAX ASSETS 13,093 783 (3,709) 10,167

The principal temporary differences on which deferred tax assets are recognised concern:

  • fiscally deductible provisions in subsequent periods such as the provisions for renewal of airport infrastructure, the risks and charges provision and the provision for doubtful accounts;
  • maintenance costs as per Article 107 of the CFA, deductible in future years;
  • tax losses carried forward mainly relating to deferred tax assets on the tax losses recorded in 2020 and 2021, which is reasonably certain to be recovered in the future in view of the Group's forecast financial performance.
    • adjustments related to the application of international accounting standards;
    • other expense items concerning subsequent periods.

The decrease in the period is mainly due to the use of the deferred tax assets accrued in 2020 and 2021 against the IRES tax losses and on the ACE.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 68

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

With regards to the deferred tax assets, which are recognised to the financial statements, their recoverability is reliably attributable to the underlying forecasts from the Group's most up-to-date financial projections.

6.Other non-current assets

The following table breaks down other non-current assets at September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Non-current prepayments and accrued income 17 50 (33)
Guarantee deposits 91 93 (2)
Non-current tax receivables 67 67 0
Other non-current receivables 102 0 102
OTHER NON-CURRENT ASSETS 277 210 67

No significant changes occurred between the two periods. "Non-current tax receivables" include the tax receivable due beyond one year for capital investments of the parent company, as per Law No. 160/2019 Article 1, paragraphs 184 to 197 and Law No. 178/2020, Article 1, paragraphs 1051 to 1063.

Other non-current receivables includes aviation receivables due within 5 years as a result of the decree approving a carrier's arrangement with creditors.

7. Inventories

The following table breaks down inventories at September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at 30.09.2022
As at 31.12.2021
Change
Inventories of raw materials, supplies and consumables 571 562 9
Inventories of finished products 368 173 195
INVENTORIES 939 735 204

Supplies and consumables concern inventories held of heating fuel and de-icing liquid for the runway, workshop materials and consumables, such as stationery, moulds and uniforms, while inventories of finished goods refer to aircraft fuel and antifreeze liquid for de-icing the aircraft. The increase in inventories at September 30, 2022 is mainly due to this latter component.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 69

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

8. Trade receivables

The table below illustrates the trade receivables and the relative provision for doubtful accounts:

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Trade receivables 24,882 21,616 3,266
Provisions for doubtful accounts (2,213) (1,639) (574)
TRADE RECEIVABLES 22,669 19,977 2,692

At September 30, 2022, gross trade receivables, which include allowances for invoices and credit notes to be issued, totalled Euro 24.9 million, increasing Euro 3.3 million on December 31, 2021, mainly due to a growth in revenue since average days of income, which - though not yet at pre-COVID levels - have increased (71 days at June 30, 2022, compared to 79 days at December 31, 2021).

The movements in the provisions for doubtful accounts were as follows:

in thousands of Euro As at
31.12.2021
Provisions Utilisations Releases As at
30.09.2022
PROVISIONS FOR DOUBTFUL ACCOUNTS (1,639) (766) 171 21 (2,213)

9.Other current assets

The following table breaks down other current assets at September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
VAT Receivable 96 88 8
Direct income tax receivables 55 54 1
Employee receivables 55 53 2
Other receivables 9,451 5,198 4,253
OTHER CURRENT ASSETS 9,657 5,393 4,264

The increase in this category is due to the increased "other receivables" for Euro 4.3 million. A breakdown is provided in the following table:

in thousands of Euro As at 30.09.2022 As at 31.12.2021
Receivables for passenger boarding fees surtax 8,013 5,279 2,734
IRESA receivables 353 341 12
Other current receivables provision for doubtful accounts (1,445) (1,584) 139
Prepayments and accrued income 1,352 761 591
Advances to suppliers 171 7 164
Pension and social security institutions 19 77 (58)
Other current receivables 988 317 671
TOTAL OTHER RECEIVABLES 9,451 5,198 4,253

Aeroporto Guglielmo Marconi di Bologna S.p.A. 70

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

The first item refers to the receivable from carriers for the passenger boarding fee surtaxes, as per Article 2, paragraph 11 of Law 350/2003 and subsequent supplements and amendments, and is closely correlated to passenger traffic; the Group, once it collects the boarding fee, pays the amount to the State and to INPS respectively in the measure of Euro 1.50 and Euro 5.00 per passenger boarded. The increase is related to the growth in traffic and therefore of aviation turnover.

The IRESA receivable - which is substantially unchanged on December 31, 2021 - is due to the introduction, from January 1, 2020, of the regional tax on aircraft noise emissions, which the Group charges to carriers based on the noise certificate and the take-off/landing time of the aircraft and reimburses, once collected, to the Emilia Romagna Region.

The account "other current receivables provision for doubtful accounts" includes the provision for passenger boarding fee surtax doubtful accounts and for IRESA, obtained for reclassification under assets in the statement of financial position, as a deduction of the respective receivable, of the surtax and IRESA charged to the carriers which in the meantime were subject to administration procedures or which contested the charge. This item, which is exclusively posted in the statement of financial position, is classified as a deduction of the respective receivables due to the high improbability of recovery, reporting the following movements:

in thousands of Euro As at 31.12.2021 Provisions/Increases Utilisations Releases As at
30.09.2022
Municipal surtax/IRESA receivable provision (1,584) (95) 66 168 (1,445)
TOTAL PROVISIONS FOR OTHER DOUBTFUL ACCOUNTS (1,584) (95) 66 168 (1,445)

The increase in prepayments and accrued income relates to the interim nature of the reporting period and, finally, the increase in "other current receivables" principally concerns the advance for works disbursed to a contractor whose contract was recently terminated for damages as per Article 108 of Legislative Decree No. 50/2016. Reference should be made to the disputes section of the Directors' Report for further details.

10. Cash and cash equivalents

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Bank and postal deposits 65,758 28,180 37,578
Cash in hand and similar 29 35 (6)
CASH AND CASH EQUIVALENTS 65,787 28,215 37,572

"Bank and postal deposits" represent the bank current account balances. In addition to bank current accounts, the parent company has an unutilised credit line of Euro 5 million available. With regards to liquidity in the period, reference should be made to the specific section of the Directors' Report.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 71

LIABILITIES

11. Shareholders' Equity

The following table breaks down the Shareholders' Equity at September 30, 2021 (compared with December 31, 2021).

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Share capital 90,314 90,314 0
Reserves 67,770 74,201 (6,431)
Profit/(loss) for the period 32,596 (6,717) 39,313
GROUP SHAREHOLDERS' EQUITY 190,680 157,798 32,882

i. Share capital

The share capital of the Parent Company at September 30, 2022 amounts to Euro 90,314,162, entirely paidin and comprising 36,125,665 ordinary shares without par value.

The following table outlines the calculation of the basic and diluted earnings per share:

in Euro For the nine
months ended
30.09.2022
For the nine
months ended
30.09.2021
Group profit (loss) for the period (*) 32,881,619 (7,470,997)
Average number of shares outstanding 36,125,665 36,125,665
Undiluted earnings/(losses) per share 0.91 (0.21)
Diluted earnings/(losses) per share 0.91 (0.21)

(*) from Consolidated Statement of Comprehensive Income

The undiluted earnings/(losses) and diluted earnings/(losses) per share of the AdB Group at September 30, 2022 and December 31, 2021 are the same due to the absence of potential dilutive instruments.

ii. Reserves

The following table breaks down the Reserves at September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Share premium reserve 25,683 25,683 0
Legal reserve 8,179 8,179 0
Extraordinary reserve 57,389 57,116 273
FTA Reserve (3,272) (3,272) 0
Profits (losses) carried forward (19,435) (12,445) (6,990)
OCI reserve (775) (1,060) 285
TOTAL RESERVES 67,770 74,201 (6,432)

The share premium reserve comprises:

o Euro 14.35 million following the paid-in share capital increase approved by the Shareholders' Meeting of February 20, 2006;

Aeroporto Guglielmo Marconi di Bologna S.p.A. 72

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

o Euro 11.33 million following the public offering of shares in July 2015.

Pursuant to Article 2431 of the Civil Code this reserve is available but may not be distributed until the legal reserve has reached the limit established as per article 2430 of the Civil Code.

The extraordinary reserve increased due to the allocation of the 2021 profit of the subsidiary FFM.

The change in the profits/losses carried forward is due to:

  • the profits for the preceding period deriving from the IAS accounting entries of the subsidiary companies;
  • the allocation of the profit for the previous year of the subsidiary Tag and of the Parent Company.

The OCI reserve records the changes deriving from the discounting of the severance provision in accordance with IAS 19 revised (note 12), net of the relative tax effect as per the following table:

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Actuarial gains/losses as per IAS 19 (1,019) (1,395) 376
Deferred taxes on actuarial gains/losses as per IAS 19 244 335 (91)
OCI RESERVE (775) (1,060) 285
of which minority interest 0 0 0
of which Group (775) (1,060) 285

12. Severance and other personnel provisions

The following table breaks down severance and other personnel provisions at September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Post-employment benefit provision 3,249 3,616 (367)
Other personnel provisions 349 225 124
SEVERANCE AND OTHER PERSONNEL PROVISIONS 3,598 3,841 (243)

The table below shows the movements in the provisions in the period:

in thousands of Euro As at 31.12.2021 Service
cost
Net
interest
Benefits
paid
Actuarial
profits/
(losses)
As at
30.09.2022
Post-employment benefit provision 3,616 17 84 (92) (376) 3,249
Other personnel provisions 225 123 1 0 0 349
SEVERANCE AND OTHER PERSONNEL PROVISIONS 3,841 141 85 (92) (376) 3,598

The other personnel provisions at September 30, 2022 concern the long-term incentive plan and the noncompetition agreement of the Chief Executive Officer/General Manager of the Parent Company.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 73

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

13. Deferred tax liabilities

The following table breaks down the deferred tax liabilities at September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at 31.12.2021 Provisions Utilisations As at 30.09.2022
DEFERRED TAX LIABILITIES 2,691 156 0 2,847

The deferred tax liability provision amounts to Euro 2.8 million. The deferred tax liabilities were recorded on transition to IFRS following the application of IFRIC 12 "Service concession arrangements", as illustrated in the note relating to the Transition to International Accounting Standards IFRS in the 2014 Financial Statements.

14. Provision for renewal of airport infrastructure (non-current and current)

The provision for renewal of airport infrastructure includes the provision allocated to cover the conservation maintenance expenses and renewal of the assets held under concession which the Group must return at the end of the concession period in perfect functioning state.

The changes in the provision in the period ending September 30, 2022 are reported below, divided between non-current and current.

in thousands of Euro As at
31.12.2021
Increases Utilisati
ons
Reclassificatio
ns
As at
30.09.2022
Provision for renewal of airport infrastructure (non-current) 10,097 357 0 (800) 9,654
Provision for renewal of airport infrastructure (current) 1,676 0 (894) 800 1,582
TOTAL PROVISION FOR RENEWAL OF AIRPORT
INFRASTRUCTURE
11,773 357 (894) 0 11,236

At September 30, 2022, the infrastructure renewal provision totalled Euro 11.2 million (Euro 11.8 million at the end of the previous year).

Changes in the period were as follows:

  • the provision (Euro 1.6 million) net of the update to the discount rate of cash flows, with a positive impact of Euro 1.2 million;
  • the uses (Euro 894 thousand) for actions which mainly included the renovation of a section of the runway wear layer, in addition to work on the terminal roofing, office upgrades, and various work on the facilities.

15. Provisions for risks and charges (non-current and current)

The changes in the non-current and current provision for risks and charges in the period ended September 30, 2022 are reported below:

Aeroporto Guglielmo Marconi di Bologna S.p.A. 74

in thousands of Euro As at
31.12.2021
Provisions Utilisations
/Other decreases
As at
30.09.2022
Risk provision for disputes 978 219 (130) 1,067
Provisions for other risks and charges 539 0 (274) 265
PROVISIONS FOR RISKS AND CHARGES (NON-CURRENT) 1,517 219 (404) 1,332
Employee back-dated provision 23 5 0 28
PROVISIONS FOR RISKS AND CHARGES (CURRENT) 23 5 0 28
TOTAL PROVISIONS FOR RISKS AND CHARGES 1,540 224 (404) 1,360

The "Risk provision for disputes" includes the updated liabilities prudently estimated, including with the help of mandated lawyers, for pending litigation and mainly includes:

  • the estimates of interest owing in relation to the fire prevention service (Euro 18.1 million at September 30, 2022), as governed by Article 1, paragraph 1328 of the 2007 Finance Act, modified by Article 4, paragraph 3-bis of Law No. 2/2009.
  • the estimation of revocation risks on certain clients going bankrupt in previous years, with the exception of the Alitalia bankruptcy. For the latter, please refer to the next section;
  • the estimated liability for possible litigation with contractors for work on airport grounds.

For further details, reference should be made to the chapter on Disputes in the Directors' Report;

The item "other provision risks and charges" changed following the signature of the assessment by consent agreement with the Municipality of Bologna, which in turn followed changes in the land registry classification of a number of buildings. These changes were made on December 13, 2021 by the by the Bologna provincial office of the Italian Tax Agency responsible for land registration, by official measure as per Law 311/04.

The agreement was settled with the payment of the amounts due by AdB and TAG.

The agreement does not, however, constitute admission of acquiescence, and was signed merely to avoid onerous and costly legal proceedings for the Group, given the limited application scope of the fees in question and the non-application of sanctions.

On February 9, 2022, the Parent Company asserted its case by notifying that a tax appeal had been filed against the Land Registry and Tax Administration to contest the classification of December 13, 2021, for which we fundamentally dispute the assumptions and justifications.

As long as the land registry dispute continues without a final judgment, the Group will pay the relevant IMU taxes and then, within the terms of the law, make any claims for reimbursement of the amount paid.

Finally, the employee back-dated provision relates to the subsidiary FFM and, in particular, the estimated economic impact of the renewal of the Handlers' Collective Bargaining Agreement, which concluded on June 30, 2017.

On the basis of the progress of litigation at the preparation date of this document, supported by an update from their advisors, the Group believes that the provisions set aside in the financial statements are adequate and represent the best estimate of liabilities for risks and charges.

Contingent liabilities

As regards the customs dispute involving the subsidiary FFM in 2021 (which is described in greater detail in the "disputes" section of the Directors' Report, to which reference should be made), we note that on April 20, 2021, the Bologna Customs Office notified FFM that it had corrected a number of customs declaration assessments. It therefore requested payment of higher customs and VAT duties which, including interest for late payment, totalled approx. Euro 4.3 million. The subsidiary FFM, which maintains that it has always operated with the fullest correctness and legality, filed an appeal against these notices and the Bologna Provincial Tax Commission ruled on this appeal on July 6, 2022, finding partially in favour of FFM and reducing the sum requested by the Tax Agency by Euro 0.8 million.

The Company, supported by the opinion of its appointed lawyers, having evaluated the dossier outlining the position and the jurisprudence on the subject, and also taking into account the recent first instance ruling, consider it possible but not probable that the case will be lost. Within the procedural deadline, FFM will appeal regarding its arguments that were not accepted in the July 2022 ruling. Finally in relation to this dispute, we note that the Euro 5.8 million guarantee issued by a leading bank in favour of the Customs Authority as requested by FFM, for the suspension of the assessment notices issued to the Company, includes a co-obligation for AdB.

In relation, finally, to the extraordinary administration of Alitalia, in early May 2020 the Company received notification of revocatory action submitted by the Extraordinary Commissioner of ALITALIA SAI in administration. The Group assessed the potential liability related to the revocation of receivables arising in the six months before the procedure, for an amount of Euro 2.01 million (gross of municipal passenger boarding fee surtaxes already paid to the competent authorities). At the preparation date of this document, taking account of the information noted and the defensive arguments against the advanced action, the Directors, having met with the appointed lawyers, judged the liability as possible but not probable. They therefore considered it appropriate to provide disclosure in the Notes, without making any accrual, while at the same time continuing its defensive action.

16. Non-current and current financial liabilities

The following table breaks down current and non-current financial liabilities at September 30, 2022 compared with December 31, 2021.

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Bank loans – non-current 53,406 62,577 (9,171)
Non-current financial payables for leasing 642 949 (307)
NON-CURRENT FINANCIAL LIABILIITES 54,048 63,526 (9,478)
Bank loans - current 12,141 6,191 5,950
Current financial liabilities for leasing 571 597 (26)
Payables due for boarding fee surtaxes and Iresa 2,256 1,112 1,144
Other current financial payables 73 23 50
CURRENT FINANCIAL LIABILITIES 15,041 7,923 7,118
TOTAL FINANCIAL LIABILITIES 69,089 71,449 (2,360)

Financial liabilities at September 30, 2022 totalled Euro 69.1 million, decreasing Euro 2.4 million compared to December 31, 2021, mainly due to the payment of the loan instalments and leases maturing in the period (Euro 3.7 million), partially offset by the increase in the payables due for passenger boarding fee surtaxes and IRESA (Euro 1.1 million) for the amount received from carriers at September 30, 2022 and reversed in October to the beneficiary bodies.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 76

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

At September 30, 2022 the item "bank loans" comprised:

  • loan with SACE guarantee, maturing in 2026, issued by Intesa Sanpaolo Spa in July 2020 for Euro 33.9 million to support the infrastructural development plan and offset the reduction in traffic due to the COVID-19 emergency. This loan, which establishes a grace period of 3 years, was classified for Euro 31.1 million to non-current financial liabilities and for Euro 2.8 million to current financial liabilities (maturing in September 2023);
  • loan with SACE guarantee, maturing in 2026, issued by Unicredit Spa in July 2020 for Euro 25 million to support the infrastructural development plan and offset the reduction in traffic due to the COVID-19 emergency. The loan had a grace period of 2 years, with the first payment of Euro 1.6 million due in September 2022, and is classified for Euro 17.2 million to non-current financial liabilities and for Euro 6.25 million, equating to the principal to be repaid over the coming 12 months, to current loans;
  • fifteen-year bank loan with maturity 2026, with a residual balance of Euro 1.9 million at September 30, 2022 (Euro 2.2 million at December 31, 2021), granted by Monte dei Paschi di Siena (former Banca Agricola Mantovana) to fund investments of the General Aviation Terminal. This liability is classified for Euro 1.4 million under bank loans - non-current (Euro 1.7 million at December 31, 2021), and for Euro 0.5 million, equal to the principal to be repaid over the coming 12 months, under current loans (same amount at December 31, 2021);
  • ten-year bank loan with December 2024 maturity, with a balance of Euro 6.3 million at September 30, 2022 (Euro 7.7 million at December 31, 2021), issued by Banca Intesa to fund the infrastructure investment plan. This loan is classified for Euro 3.8 million under non-current loans and for Euro 2.5 million under current loans.

In order to guarantee the necessary liquidity to support the airport infrastructure investment and development plan, in December 2021 the Parent Company signed a loan with the European Investment Bank (EIB), for which as of September 30, 2022 no request for disbursement has been made. The loan agreement will provide AdB with the flexibility required for the progression of the infrastructural development plan and funding requirements, with disbursement available up to 48 months from signing and in multiple tranches and in any case for a total amount not exceeding 50% of the total estimated project costs. This is alongside the flexibility of the option to choose between a fixed rate and a variable rate, the amount of which in both cases will be determined by the EIB in relation to the timing of the loan request and the overall conditions of disbursement and repayment. The last repayment date for each tranche shall fall no earlier than four years and no later than eighteen years from the relevant disbursement date, subject to the option for AdB to make voluntary early repayments. The contract includes negative pledges and covenants, including of a disclosure nature typical of such situations, with an early settlement obligation where control of AdB is acquired.

Loans breakdown:
in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Bank loans – non-current 53,406 62,577 (9,171)
Bank loans - current 12,141 6,191 5,950
TOTAL LOANS 65,547 68,768 (3,221)

The contractual conditions of the loans in place at September 30, 2022 are illustrated below:

Aeroporto Guglielmo Marconi di Bologna S.p.A. 77

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

Credit Institution Type of loan Interest rate applied Rate Maturity Covenant
Intesa San Paolo S.p.A. Loan Fixed rate of 3% Half-Yearly 2024 Yes
Monte dei Paschi di Siena
(former Banca Agricola
Mantovana) Loan Euribor variable 3 Months + spread 0.9% Quarterly 2026 No
Unicredit Spa Sace
guarantee Loan Fixed rate of 0.77% Quarterly 2026 Yes
Intesa San Paolo Spa - SACE
backed Loan Euribor variable 3 Months + spread 1.29% Quarterly 2026 No

The annual nominal cost of the two bank loans with SACE guarantee granted in 2020, shown in the table above, is in addition to the cost of the SACE guarantee, which amounts to 0.5% in the first year, 1% in the second and third years and 2% from the fourth to sixth years of the guaranteed portion of the debt, equal to 90% of the loan.

The loans are not covered by secured guarantees.

With reference to the cross default clauses on the loan contracts of the Group, an acceleration clause may be triggered where the Company financed is not in compliance with obligations of a credit or financial nature, or with guarantees assumed with any party. We report that at September 30, 2022, the Group has not received any communication for application of cross default clauses by any of its lenders as the Group is in compliance with its existing contractual commitments.

Following the deterioration of the economic situation due to the COVID-19 pandemic, and the change on that forecast in 2014, the loan covenants agreed with Intesa Sanpoalo Spa and concluding in December 2024 were redefined, while for the Unicredit loan agreed in July 2020, the annual contractually stipulated covenants shall apply from the 2022 financial statements.

The revision of economic-financial projections at December 31, 2022 based on updated traffic, revenue, cost and investment forecasts as at September 30, 2022 comply with the above covenants.

The following table shows the liabilities for leases, in accordance with IFRS 16, representing the obligation to make the contractually-agreed payments for the right-to-use assets recorded under fixed assets in note 2.

in thousands of Euro As at 30.09.2022
As at 31.12.2021
Change
Non-current lease liabilities 642 949 (307)
Current lease liabilities 571 597 (26)
TOTAL LEASE LIABILITIES 1,213 1,546 (333)

The Group has both underwritten leasing contracts as lessor with the sub-license of airport areas and spaces to its customers and also has undertaken leasing contracts as lessee for equipment, plant, machinery, automotive vehicles and land.

The table above refers to these latter obligations broken down into financial liabilities for leases:

  • non-current: Euro 0.6 million for contractual instalments due beyond 12 months
  • current: also Euro 0.6 million relating to contractual instalments due within 12 months

We illustrate below the table required by IAS 7 - Cash Flow Statement for a greater disclosure of changes in financial liabilities:

Aeroporto Guglielmo Marconi di Bologna S.p.A. 78

in thousands of Euro 31/12/2021 Cash flows New
contracts
Interest/Other
Reclassifications
30/09/2022
Loans - current portion 6,191 (3,231) 0 9,181 12,141
Lease liabilities - current portion 597 (434) 51 357 571
Loans - non-current portion 62,557 0 0 (9,151) 53,406
Lease liabilities - non-current portion 949 0 80 (387) 642
Total 70,294 (3,665) 131 1 66,760

17. Trade payables

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
TRADE PAYABLES 25,560 19,035 6,525

Trade payables concern the purchase of goods and services, including investments and mainly concern Italian suppliers. Compared to December 31, 2021, trade payables increased Euro 6.5 million, as a result of the increased operations.

18. Other Liabilities

The following table breaks down current liabilities at September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Current tax payables 2,785 1,062 1,723
Employee payables and social security institutions 4,329 3,873 456
ENAC concession fee and other State payables 21,305 18,971 2,334
Other current payables, accrued liabilities and deferred income 9,433 5,188 4,245
TOTAL OTHER CURRENT LIABILITIES 37,852 29,094 8,758

The principal changes were as follows:

i. Current tax payables

The following table breaks down tax payables at September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
VAT payable 505 133 372
Direct income tax payables 1,483 16 1,467
Other tax payables 797 913 (116)
TOTAL CURRENT TAX PAYABLES 2,785 1,062 1,723

The increase in tax payables is due to the higher VAT payable on the basis of the increased revenues, of the payable for direct income taxes in relation to the estimate for income taxes in the period, in addition to the employee and self-employed workers withholding taxes.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 79

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

ii. Employee payables and social security institutions

The following table breaks down employee payables and social security institutions at September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Employee salaries 995 1,038 (43)
Employee deferred compensation 2,079 1,790 289
Social security payables 1,255 1,045 210
EMPLOYEE PAYABLES AND SOCIAL SECURITY INSTITUTIONS 4,329 3,873 456

No significant changes occurred between the two periods.

iii. ENAC concession fee and other State payables

The ENAC concession fees and other State payables mainly comprises:

  • Euro 18.1 million (Euro 17.1 million at December 31, 2021) concerning the fire prevention service as governed by Article 1, paragraph 1328 of the 2007 Finance Act, modified by Article 4, paragraph 3bis of Law No. 2/2009. For further details, reference should be made to the chapter on Disputes in the Directors' Report;
  • Euro 3.2 million (Euro 1.9 million at December 31, 2021) as the variable airport concession fee payable relating to the forecast for the period January-September 2022.

iv. Other current liabilities, accrued liabilities and deferred income

The following table breaks down current liabilities, accrued liabilities and deferred income at September 30, 2022 (compared with December 31, 2021).

in thousands of Euro As at 30.09.2022 As at 31.12.2021 Change
Payables due for boarding fee surtaxes and Iresa 6,955 4,035 2,920
Other payables 1,477 1,068 409
Current accrued liabilities and deferred income 1,001 85 916
TOTAL OTHER CURRENT LIABILITIES, ACCRUED LIABILITIES AND DEFERRED INCOME 9,433 5,188 4,245

The main account concerns the passenger boarding fees surtax and for IRESA, relating to the receivables from carriers not yet received at September 30, for Euro 6.9 million. The portion of the municipality surtax payable and for IRESA relating to receivables collected from carriers, not yet paid to the creditor entities as not yet owing, on the other hand is classified under current financial liabilities (Note 16). The increase in this account is due to the higher aviation revenues.

"Other current liabilities" include deposits and advances received from customers in addition to deferred income and miscellaneous payables. Finally, accrued liabilities and deferred income indicate an increase related to the interim nature of the period under review.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 80

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

NOTES TO THE MAIN CONSOLIDATED INCOME STATEMENT ACCOUNTS

REVENUES

19. Revenues

The tables below break down revenues for the comparative periods. In relation to the performance, reference should be made to the greater detail provided in the Directors' Report.

Overall, consolidated revenues totalled Euro 103 million, a significant increase on the first nine months of 2021, which reported revenues of Euro 38.5 million. Isolating the item "revenues from construction services", which concerns investments in concession rights in the period (Euro 9.3 million, compared to Euro 6.1 million in the first nine months of 2021) and excluding the contribution of the COVID compensation fund for Euro 21.1 million, revenues in the period grew significantly (123.7%), from Euro 32.4 million in the first nine months of 2021 to Euro 72.6 million in the first nine months of 2022.

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Revenues from aeronautical services 40,347 19,197 21,150
Revenues from non-aeronautical services 31,506 12,686 18,820
Revenues from construction services 9,296 6,056 3,240
Other operating revenues and income 21,892 571 21,321
TOTAL REVENUES 103,041 38,510 64,531

The reclassification of Group revenues based on revenue streams defined by IFRS 15, i.e. those from contracts with customers, is shown in the following table:

in thousands of Euro For the nine
months ended
30.09.2022
For the nine
months ended
30.09.2021
Change
Airport fees 33,753 15,596 18,157
Parking 11,909 4,476 7,433
Revenues from construction services 9,296 6,056 3,240
Other 31,215 5,179 26,036
TOTAL IFRS 15 REVENUE STREAMS 86,173 31,307 54,866

The reconciliation between IFRS 15 revenue streams and total revenues is shown in the following table:

in thousands of Euro For the nine
months ended
30.09.2022
For the nine
months ended
30.09.2021
Change
Airport fees 33,753 15,596 18,157
Parking 11,909 4,476 7,433
Revenues from construction services 9,296 6,056 3,240
Other 31,215 5,179 26,036
TOTAL IFRS 15 REVENUE STREAMS 86,173 31,307 54,866
Commercial/non-comm. sub-licenses 16,809 7,160 9,649
TOTAL NON IFRS 15 REVENUE STREAMS 16,809 7,160 9,649
TOTAL NON IFRS 15 Revenues 59 43 16
TOTAL REVENUES 103,041 38,510 64,531

Aeroporto Guglielmo Marconi di Bologna S.p.A. 81

i. Revenues from aeronautical services

The following table presents revenues from aeronautical services for the two periods, indicating growth of 110% against traffic growth of 158%. The impact from the altered traffic mix, with the low-cost component increasing significantly, offset the increase for this revenue category.

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Centralised infrastructure/other airport services 531 368 163
Exclusive use revenues 665 430 235
Airport fee revenues 50,050 22,319 27,731
PRM revenues 4,364 1,686 2,678
Air traffic development incentives (20,762) (8,446) (12,316)
Handling services 2,055 1,531 524
Other aeronautical revenues 3,444 1,309 2,135
TOTAL REVENUES FROM AERONAUTICAL SERVICES 40,347 19,197 21,150

The breakdown of airport fee revenues is shown below:

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Passenger boarding fees 22,310 9,319 12,991
Landing, take-off and parking fees 17,213 8,650 8,563
Passenger security fees 7,121 3,041 4,080
Baggage stowage control fees 2,780 1,124 1,656
Freight loading and unloading charges 628 560 68
Reduction for provision (2) (375) 373
TOTAL AVIATION FEE REVENUES 50,050 22,319 27,731

ii. Revenues from non-aeronautical services

The table below shows revenues from non-aeronautical services for the periods ended September 30, 2022 and 2021.

The significant increase (+148%) is due to the strong growth in passenger traffic, with a consequent increase for service revenues directly connected to traffic.

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Commercial premises and spaces sub-concession 15,420 6,072 9,348
Parking 11,909 4,476 7,433
Other commercial revenues 4,177 2,138 2,039
TOTAL REVENUES FROM NON-AERONAUTICAL SERVICES 31,506 12,686 18,820

Aeroporto Guglielmo Marconi di Bologna S.p.A. 82

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

The breakdown of the item "Other commercial revenues" is as follows:

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Marconi Business Lounge 1,532 318 1,214
Advertising 811 742 69
Misc. commercial revenues 1,834 1,078 756
TOTAL OTHER COMMERCIAL REVENUES 4,177 2,138 2,039

Finally, "miscellaneous commercial revenues" also increased significantly, mainly due to the recovery in operations-related services, such as the road access service to the terminal and the maintenance and rental of operating vehicles.

iii. Revenues from construction services

Revenues from construction services concern the construction services undertaken by the Aeroporto Guglielmo Marconi di Bologna S.p.A. Group on behalf of the ENAC granting entity for the capital investments previously commented upon in relation to the Concession Rights in Note 1.

These revenues amounted to Euro 9.3 million, compared to Euro 6.1 million in the first nine months of 2021, due to investments in airport infrastructure under concession; see Directors' Report for further information.

iv. Other Revenues and Income

The table below shows other revenues and income in the first nine months of 2022 and 2021.

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Compensation, reimbursements and other income 466 463 3
Operating and plant grants 289 108 181
COVID-19 compensation fund contribution as per 2021 Budget Law 21,137 0 21,137
TOTAL OTHER REVENUES AND INCOME 21,892 571 21,321

The significant increase is due to the contribution from the compensation fund established under Italian law No. 178 of December 30, 2020 (the 2021 Budget Law), enacted by Decree of the Ministry for Infrastructure and Sustainable Mobility, in concert with the Ministry for the Economy and Finance, of November 25, 2021. In light of the approval of the applications for access to the fund and the collection of the contribution, both of which took place in the first half of 2022, it appears that the conditions set out in paragraph 7 of IAS 20 necessary for the recognition of the contribution have been met, and therefore it has been recognised as other income and revenues in the interim financial report in question. As per paragraph 20 of IAS 20, the contribution is fully attributable to the reporting period as it represents compensation for costs and losses incurred in previous years and is not related to future costs. Finally, in accordance with paragraph 29 of IAS 20, assuming that, as noted above, in the case at hand, there is no matching between costs and losses incurred (recognised in FY 2020) and the related contribution, it was recognised under "other income and revenues."

Aeroporto Guglielmo Marconi di Bologna S.p.A. 83

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

Finally, we note that this contribution, in accordance with IAS 34 paragraph B14, identifies a different category of income to which its own specific tax rate must be applied for the purpose of estimating the tax charge, carried out in accordance with IAS 34. For the case in hand, the tax rate is zero, as the contribution is not included in taxable income for IRES or IRAP pursuant to Article 10-bis of Legislative Decree No. 137/2020.

COSTS

In the first nine months of 2022, costs increased 44% (from Euro 39 million to Euro 56.3 million). Excluding "construction services" - up due to higher investments in concession rights - the increase in total operating costs (from Euro 33.3 million to Euro 47.4 million) is 43%.

20. Costs

i. Consumables and goods

The table below presents consumables and goods in the first nine months of 2022 and 2021.

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Consumables and goods 648 389 259
Maintenance materials 119 78 41
Fuel and gasoline 2,351 699 1,652
TOTAL CONSUMABLES AND GOODS 3,118 1,166 1,952

This cost category reports an increase related to the recovery in business mainly due to the increased purchases of de-icing fluid and aircraft fuel.

ii. Service costs

The following table shows the breakdown of services costs for the first nine months of 2022 and 2021.

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Maintenance costs 3,557 3,094 463
Utilities 2,849 1,340 1,509
Cleaning and accessory services 1,684 1,240 444
Services 4,057 3,178 879
MBL Services 279 65 214
Advertising, promotion and development 508 271 237
Insurance 802 728 74
Professional and consultancy services 1,192 828 364
Statutory board fees and expenses 470 439 31
Other service costs 347 95 252
TOTAL SERVICE COSTS 15,745 11,278 4,467

The largest increases were for utilities due to the noted rises in tariffs and in services (see the table at the end of this section), as a result of the growth in traffic and in operations which underlies the increase in service costs, such as the service for passengers with reduced mobility (PRM) and security services.

A breakdown of maintenance expenses is provided below:

Aeroporto Guglielmo Marconi di Bologna S.p.A. 84

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Owned asset maintenance expenses 827 689 138
Airport infrastructure maintenance expenses 2,329 2,263 66
Third party asset maintenance expenses 401 142 259
TOTAL MAINTENANCE EXPENSES 3,557 3,094 463

The breakdown of services is illustrated below:

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Snow clearance 277 235 42
Porterage, transport third-party services 275 28 247
PRM assistance service 644 359 285
De-icing and other public service charges 210 182 28
Security service 1,534 1,150 384
Other outsourcing 1,117 1,224 (107)
TOTAL SERVICES 4,057 3,178 879

iii. Construction service costs

Construction service costs concern the construction costs incurred by Aeroporto Guglielmo Marconi di Bologna S.p.A. Group for the capital investments previously commented upon in relation to the Concession Rights in Note 1.

iv. Leases, rentals and other costs

The following table shows the breakdown of leases, rentals and other costs for the first nine months of 2022 and 2021.

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Concession fees 4,821 1,754 3,067
Hire charges 170 132 38
Rental charges 108 0 108
EDP processing charges 1,134 1,133 1
Other rental & hire costs 7 5 2
TOTAL LEASES, RENTALS AND OTHER COSTS 6,240 3,024 3,216

The increase in this cost category is due to the airport concession fee due to the higher traffic volumes on the basis of which it is calculated.

v. Other operating charges

The following table shows the breakdown of other operating expenses for the first nine months of 2022 and 2021 (no significant changes).

Aeroporto Guglielmo Marconi di Bologna S.p.A. 85

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Misc. and local taxes 1,000 870 130
Fire prevention service contribution 1,047 1,010 37
Capital losses 3 1 2
Other operating expenses 256 409 (153)
TOTAL OTHER OPERATING EXPENSES 2,306 2,290 16

vi. Personnel costs

The following table shows the breakdown of personnel costs for the first nine months of 2022 and 2021.

in thousands of Euro For the nine months ended
30.09.2022
For the nine months
ended 30.09.2021
Change
Wages and salaries 13,853 10,426 3,427
Social security charges 3,955 3,171 784
Severance provisions 1,060 917 143
Retirement pension and similar 145 144 1
Other personnel costs 1,034 861 173
TOTAL PERSONNEL COSTS 20,047 15,519 4,528

The increase in personnel costs is due on the one hand to the increase, although not significant, in the workforce (+11 average headcount in the first nine months of 2022 compared to 2021; +17 headcount at September 30, 2022 compared to September 30, 2021), and on the other to the gradual reduced use of the Temporary Lay-Off Scheme following the recovery in traffic. This was added to by higher costs for the canteen service and the estimated variable pay component. On the other hand, leaving incentive costs were not present in the period under review, while they were in the first nine months of 2021.

"Other personnel costs" are broken down in the following table:

in thousands of Euro For the nine months ended
30.09.2022
For the nine months
ended 30.09.2021
Change
Employee canteen 385 261 124
Personnel training and refresher courses 133 66 67
Employee expenses 60 13 47
Misc. personnel costs 333 468 (135)
Other personnel provisions 123 53 70
TOTAL OTHER PERSONNEL COSTS 1,034 861 173

Aeroporto Guglielmo Marconi di Bologna S.p.A. 86

The average headcount by category in the periods under consideration is shown below:

Average workforce (No.) For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Executives 8 9 (1)
White-collar 388 379 9
Blue-collar 87 84 3
TOTAL PERSONNEL 483 472 11

The headcount at the end of the two periods under consideration was as follows:

Workforce (number) As at 30.09.2022 As at 30.09.2021 Change
Executives 8 9 (1)
White-collar 408 387 21
Blue-collar 88 91 (3)
TOTAL PERSONNEL 504 487 17

21. Depreciation, amortisation & impairments

The following table shows the movement of depreciation, amortisation and impairment for the periods ended September 30, 2022 and 2021.

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Amortisation of concession rights 5,573 5,443 130
Amortisation of other intangible assets 324 653 (329)
Depreciation of tangible assets 1,541 1,671 (130)
TOTAL DEPRECIATION AND AMORTISATION 7,438 7,767 (329)

The depreciation and amortisation is in line with the effects of the full year application from the progressive roll-out of investments over the last twelve months (see Investment Chapter in the Directors' Report and notes 1 and 2).

Depreciation of tangible assets includes Euro 394 thousand of depreciation of the right-to-use assets in accordance with IFRS 16.

There are no amounts for the impairment of fixed assets in this category for the first nine months of 2022.

22. Provisions for risks and charges

The following table shows the movement of the provisions for risks and charges for the periods ended September 30, 2022 and 2021.

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Provisions for doubtful accounts 745 621 124
Provision for renewal of airport infrastructure 1,584 330 1,254
Provisions for other risks and charges 224 78 146
TOTAL PROVISIONS 2,553 1,029 1,524

This category of costs increased due to the higher provision for renewal of airport infrastructure, which represents the amount accrued during the period of the costs of restoration and replacement of the airport infrastructure to be returned to ENAC at the end of the concession in a state of efficiency and full operation. The lower provision in 2021 was due to the revision of the ten-year plan of restoration and replacement interventions, with the deferral of several major airside projects. The same revision in the 2022 reporting period resulted in a provision of nearly Euro 1.6 million to account for the new schedule.

23. Net financial income and expenses

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Income from securities 13 16 (3)
Other income 11 0 11
Discounting income on provisions 1,287 42 1,245
TOTAL FINANCIAL INCOME 1,311 58 1,253
Interest expenses and bank charges (537) (565) 28
Discounting charges on provisions (30) (21) (9)
Interest charges for discounting of liabilities for leasing (9) 0 (9)
Other financial expenses (389) (160) (229)
TOTAL FINANCIAL EXPENSES (965) (746) (219)
TOTAL FINANCIAL INCOME AND CHARGES 346 (688) 1,034

Net financial income amounted to Euro 0.3 million, improving on an expense of Euro 0.7 million in 2021, mainly due to strong growth in provision discounting rates. "Other financial expenses" mainly comprise the costs for the SACE guarantee for the loans drawn down in 2020 by the Parent Company.

24. Taxes for the period

The following table shows the taxes for the period for the first nine months of 2022 and 2021.

in thousands of Euro For the nine months
ended 30.09.2022
For the nine months
ended 30.09.2021
Change
Current and deferred taxes 4,490 (2,458) 6,948
TOTAL TAXES FOR THE PERIOD 4,490 (2,458) 6,948
% taxes on pre-tax result 12% n.a. n.a.

With reference to IRES, we highlight the renewal for the 2021-2023 three-year period of the option for Group taxation.

The estimated IRES tax charge for the first nine months of 2022 concerns the consolidated tax charge, corresponding to IRES of 24% on realised income net of the use of the IRES and ACE tax losses recognised in 2020 and 2021.

25. Related party transactions

For the definition of "Related Parties", reference should be made to IAS 24, approved by Regulation (EC) No. 1725/2003.

Intercompany transactions are carried out within the scope of ordinary operations and at normal market conditions. Related party transactions principally concern commercial and financial transactions, in addition to participation in the tax consolidation. None of these have particular economic or strategic significance for the company as they do not account for a significant percentage of the total financial statement amounts.

The Bologna Chamber of Commerce shareholders were identified as a Government party, therefore exempt from the disclosure regarding related parties as defined by IAS 24. The categorisation of the Bologna Chamber of Commerce as a Government party therefore limited the checks required for the identification of related parties to the mere identification of the Bologna Chamber of Commerce. No additional information is reported in the financial statements concerning transactions undertaken by the company with the Bologna Chamber of Commerce as no significant transactions are undertaken with this shareholder.

The following related party transactions was carried out in the period:

Transactions with subsidiary companies

Commercial transactions between the Parent Company and the subsidiary Tag Bologna S.r.l., in terms of receivables, principally concern the provision of operating services (vehicle maintenance and security services), administration and legal services, including the compensation, reversed to the employer AdB, of directors of the Parent Company, in addition to the twenty-year sub-concession of the General Aviation traffic assistance infrastructure for Euro 88 thousand (Euro 115 thousand in the same period of 2021).

Adb payables to the subsidiary mainly concern the capital grant for the covering of General Aviation terminal infrastructure operation and maintenance costs for the boarding and disembarking of passengers, against the financial advantage for AdB of including these costs in the calculation of passenger boarding fees. In addition to the above, the new H24 contract awarded to the subsidiary on April 1, 2021 is considered. Overall, costs for TAG totalled Euro 343 thousand in the period, compared to Euro 268 thousand in the first nine months of 2021.

Non-commercial transactions with Tag concerned:

Aeroporto Guglielmo Marconi di Bologna S.p.A. 89

  • the tax consolidation contract renewed on the basis of the Board of Directors' motions of the companies Aeroporto Guglielmo Marconi di Bologna Spa of January 25, 2021 (consolidating company) and Tag Bologna Srl of February 22, 2021 (consolidated company) for the years 2021- 2023;
  • a letter of patronage concerning the mortgage loan granted to the subsidiary Tag Bologna S.r.l. by Banca Agricola Mantovana (now Monte dei Paschi di Siena), equal to the residual principal, which at the end of the period amounted to Euro 1.8 million.

Commercial transactions between the Parent Company and the subsidiary Fast Freight Marconi S.p.A. concern mainly the provision by AdB of the following services:

  • sub-concession of offices, areas and operating rooms;
  • management and staffing, including the following staff services: accounting, administration, finance, operating control, management reporting, personnel, legal, ICT, personnel secondment and directors' competences and Supervisory Board;
  • packages and goods x-ray controls.

Revenues in the period from the subsidiary amount to Euro 275 thousand, compared to Euro 247 thousand in the first nine months of 2021.

The non-commercial transactions with FFM include the tax consolidation contract renewed on the basis of the Board of Directors' motions of the companies Aeroporto Guglielmo Marconi di Bologna Spa of January 25, 2021 (consolidating company) and FFM of February 17, 2021 (consolidated company) for the years 2021- 2023, in addition to Adb's co-obligation in the sureties of Euro 6.1 million in favour of the Customs Agency, including that worth Euro 5.8 million issued by Unipol Sai at the request of the subsidiary FFM for the customs litigation in which it is involved. Please refer to the Directors' Report for further details.

Transactions with other related parties

During the period, the Group undertook transactions with subsidiaries of the parent company shareholder Atlantia Spa, as follows:

  • Telepass Spa: under the contract for the supply of electronic parking payment services using the Telepass system, the Parent Company incurred costs of Euro 128 thousand compared with Euro 50 thousand in 2021, and had payables totalling Euro 51 thousand (Euro 39 thousand at September 30, 2021);
  • Infoblu Spa: under the contract for the supply of multimedia traffic information services, the Parent Company incurred costs of Euro 7 thousand (unchanged from the same period of 2021) and had payables of Euro 2 thousand, compared to Euro 9 thousand in 2021.

Types and management of other risks

With regards to the disclosure concerning the types and means of financial risk management under Article 2428, paragraph 2 No. 6 bis, reference should be made to the specific section of the Directors' Report, also with regards to the comment upon the other risks to which the Group is subject.

Aeroporto Guglielmo Marconi di Bologna S.p.A. 90

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

SUBSEQUENT EVENTS AND BUSINESS OUTLOOK

No events have occurred subsequent to period end that would require changes in terms of the presented performance or equity and financial position and that would therefore necessitate adjustments and/or additional disclosures in the financial statements with reference to the amounts reported at September 30.

Reference should be made to the Directors' Report for further information on the business outlook.

The Chairperson of the Board of Directors (Enrico Postacchini)

Bologna, November 14, 2022

Aeroporto Guglielmo Marconi di Bologna S.p.A. 91

This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail."

Statement pursuant to Article 154-bis, paragraph 2 of the C.F.A.

Interim Financial Report as at September 30, 2022

The officer in charge of preparing the corporate accounting documents, Patrizia Muffato, hereby declares, pursuant to paragraph 2 of article 154-bis of the Consolidated Finance Act (CFA), that the accounting information contained in this Report corresponds to information contained in the accounting documents, registers and entries.

The officer in charge of preparing the corporate accounting documents (Patrizia Muffato)

Aeroporto Guglielmo Marconi di Bologna S.p.A. 92

Aeroporto Guglielmo Marconi di Bologna S.p.A. 93

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