Environmental & Social Information • Feb 9, 2023
Environmental & Social Information
Open in ViewerOpens in native device viewer

Pieve di Soligo, 9 February 2023







Ascopiave Group – Strategic Plan 2022-2026 4 Note: 1Preliminary, 2Punto di riconsegna - gas redelivery point


The plan envisages a growth path that will allow to increase company profitability, maintaining a balanced financial structure and a stable and profitable dividend distribution

Sustainable business growth from an economicfinancial, social and environmental point of view
Opportunities for growth and improvement provided by the dynamics of the sectors of interest
Exploitation of the current positioning and enhancement, strengthening and development of the resources and internal competences
Economic and financial objectives are combined with those of key stakeholders and integrated with social and environmental objectives in order to achieve sustainable success



Ascopiave Group's strategy is based on sustainable growth, developing resources and skills in order to seize the opportunities generated by new market trends



The «Sustainable Development Goals» identified by Ascopiave through dialogue with its Stakeholders are the elements on which the Group's sustainable growth path is founded

The sustainability path undertaken by Ascopiave is inspired by the Sustainable Development Goals (SDGs) related on the one hand to its business activities (SDGs 6, 7, 8 and 9) and on the other hand to the impact and effects that the Group exerts on the territories in which it operates (SDGs 11, 12 and 13). In this context, Ascopiave's strategy incorporates the concept of assuming responsibility that the 2030 Agenda requires of every reality, not only in terms of what it carries out at the business level, but also as an activator of change with a view to creating sustainable systems both locally and globally.






Gas distribution Holdings Renewable energies Other consolidated activities
Ascopiave Group – Strategic Plan 2022-2026 9 Note: 1Preliminary; 2 Expected organizational chart as of March 31, 2023, AscoTLC will be acquired in the first half of 2023, RomeoGas: expected split with exit from Ireti's membership


Group Consolidation
Current territorial presence
71% 17% 5%6% Veneto Lombardia Regional distribution of Ascopiave customers 2022 1 #PDR
Friuli Venezia Giulia Other regions
Competitive context in Veneto2

Ascopiave Group – Operating data 20221

Ascopiave Group – Strategic Plan 2022-2026 10 Note: 1Preliminary. Source : 2Ascopiave elaboration on MISE data 31.12.2012 and other industry sources.


Sound financial results and cash flows ensured by stable regulation and increased EBITDA supported by the increase in the number of users managed over the years

There is an excellent profitability of operations, confirmed by a return on investment (ROI) higher than the regulator's expected rate of return (regulatory WACC)
Ascopiave Group – Strategic Plan 2022-2026 11 Notes: 1Titoli di Efficienza Energetica – Energy Efficiency Certificates; 2Preliminary; 3EBIT adj. (adjusted for the amount of fees paid to local governments and for alignment between accounting and tariff depreciation) / RAB.


40%2 60% EBITDA 58 m€ Electricity sold 1,500 GWh Gas sold 989 mSmc Retail customers power 337 k Retail customers gas 687 k EstEnergy – Operating data 20221 Extraordinary transaction completed with Hera in December 2019 ▪ Strategic repositioning of the Group ▪ Valorisation of sales activities ▪ Risk mitigation of commercial activities
▪ Veto rights on relevant decisions
▪ Control by the Hera group
control bodies
Governance
▪ Ascopiave's representation in the administrative and
€ ▪ Annual distribution of 100% of generated profits
Ascopiave Group – Strategic Plan 2022-2026 12 Notes: 1Preliminary. 2Post-transaction stake of 48%, reduced to 40% following the partial exercise in December 2022 of the put option exercised on 8% of the Company's capital






Plant portfolio: number of plants and installed power1

Ascopiave Group – Strategic Plan 2022-2026 14 Notes: 1Data taken at 100% (gross of minority shareholders' share); 2Preliminary.

Ascopiave is active in the Water Service in the Province of Bergamo, through its subsidiary Cogeide. Synergies with the gas distribution business operated by Ascopiave in the same geographic area
Synergistic activities
• Sharing the technology platform for managing the data flow detected by smart meters
• Integration at the level of the information system used to manage active users


Ascopiave Group – Strategic Plan 2022-2026 15
Note: 1Final data

In January 2023, Ascopiave formed a partnership with Acantho (Hera Group), acquiring control of Asco Tlc S.p.A., a company active since 2001 in the provision of ICT services (connectivity and private cloud) mainly to corporate customers and public administrations

• The acquisition represents the first step in a potentially larger transaction that would lead, through the merger of Asco TLC into Acantho, to the creation of a multi-regional operator capable of achieving significant operational synergies compared to stand-alone companies, with benefits for customers as well

Asco Tlc has a significant owned territorial network in Veneto and Friuli-Venezia Giulia regions consisting of more than 2,200 km of fiber optic backbones, 56 radio broadcasting bridges, and 24 xDSL unbundling exchanges






Ascopiave underwrote a bond loan through a private placement "shelf program" with Pricoa Capital Limited to ensure additional funding for the Investment Plan

Key elements that lead to the operation:

Main features of the shelf program:




Ascopiave is committed to the fight against climate change and intends to contribute to the decarbonisation goals defined at national and European level, through initiatives aimed, for example, at reducing CO2 emissions and reducing the use of plastic in company offices
Ascopiave promotes the improvement of the social quality standards of corporate activity with initiatives and policies that promote social values in its organisation and in favor of the local community, for example through training and inclusion programs for employees
Ascopiave, as a listed company, is aligned with the Best Practices of the sector in the composition of its Board of Directors and its Board of Statutory Auditors, respecting for example the legislation on gender equality. The new edition of documents such as the Code of Ethics, Remuneration Policy, Articles of Association, Management and Coordination Guidelines, envisages sustainable success as a key principle.

ESG linked loan: credit lines with a rate linked to the achievement of specific targets of some ESG indicators.
2020: First ESG linked loan with Intesa Sanpaolo S.p.A. for a total amount of € 50 million and a duration of 3 years
2021: Green loan with Mediobanca S.p.A. for an amount of € 20 million and a duration of 5 years, aimed at covering investments in renewable energy.
In 2021, Ascopiave established the Sustainability Committee which supports the company in all assessments and decisions on environmental, social and economic sustainability



Energy from renewable sources: the 380 kW photovoltaic plant and a geothermal plant, guarantee a significant reduction in pollution and consumption at the company's headquarters. Ascopiave has also entered the renewable generation business, investing in hydroelectric (27 plants for an installed capacity of 48.5 MW) and wind (1 plant for an installed capacity of 14 MW) power.
CO2 emission reduction: we have long been implementing the best technologies for constant consumption monitoring and implementing sustainable behaviors.
TEE management: through its subsidiary Asco Energy (ESCo), Ascopiave manages the procurement of the Group's energy efficiency certificates in the most effective way.
Canteen Service: canteen service availability with focus on providing sustainable menus with the goal of reducing water use related to food production and consumption and CO2 emissions. Ascopiave contributes to reducing food waste and spreading the culture of food value, proper nutrition, favoring supply chains with low environmental impact, supporting health and environment.
Extent of corporate green space: the main office has multiple green spaces totaling about 28,000 square meters equipped with an intelligent irrigation system that is not fed by the water service network. The green space/employee ratio is 157 sq. m.


Supply chain: the Group gives preference to suppliers who hold certifications in environmental, quality and health & safety areas, and who operate in line with the Group's sustainability choices. The prevailing presence of local suppliers contributes to maintaining the level of employment in the territory.
Sustainability Report: During 2022, the Company continued the approach of communicating its social and environmental performance through the Non-Financial Statement, in addition to the Sustainability Report responding to the strategic goal of developing and nurturing relationships with the Stakeholder community over time.
Training: Ascopiave promotes the professional growth of its employees through continuous training and growth activities, with the aim of increasing the current digital skills of staff. During 2022, the average training hours per employee were 22.
Inclusiveness: the Group promotes the inclusion and enhancement of diversity, both in personnel selection and career development, as stipulated in the Code of Ethics and the personnel selection policy.
Work/life balance: Ascopiave pays special attention to the work/life balance of its workers: in particular, with a 2nd level contractual agreement, the company provides flexibility at the entrance and exit of the working day.
Maternity: for female workers who are mothers, Ascopiave allows them to obtain part time and/or have a more conciliatory work schedule until their child turns 12.



Ascopiave Group – Strategic Plan 2022-2026 23 Note: 1Compared with data from Fit for 55. Estimates deduced from "REPowerEU: Joint European Action for more affordable, secure and sustainable energy"


In the energy transition pathway, gas represents a key source that will have to ensure the transition from a fossil fuel-based energy model to one with low emissions

Ascopiave Group – Strategic Plan 2022-2026 24 Source : 1Snam-Terna Scenario 2022 – LT Italy scenario (in terms of electricity requirements in line with the 2019 PNIEC and Snam-Terna's National Trend Italy (NT Italy) published in February 2021);2Biomethane and hydrogen.






Programmable electricity generation

Possibility of storage and transport with existing gas networks
Multiple end uses (e.g. transport, industrial uses, electricity generation)

Application in light of the integration with the electricity network (e.g. power-to-gas-to-power)

Significant contribution to the reduction of emissions

Ascopiave Group – Strategic Plan 2022-2026 25 Source: 1Scenario Snam-Terna 2022 - LT Italy Scenario (in terms of electricity requirements in line with the 2019 PNIEC and Snam-Terna's National Trend Italy (NT Italy) published in February 2021)







The gas distribution sector recorded a gradual consolidation, favored by:
No. of gas distribution operators in Italy2

The energy system transformation scenario will require a renewal of the sector, in terms of:

✓ To safely allow the distribution of gas with increasing percentages of hydrogen
✓ Through operational efficiency measures aimed at greater sustainability of the activities


Current sector regulation ensures stability and risk containment while the regulatory evolutions expected by ARERA are geared toward total cost efficiency and encouraging innovation and solutions aimed at decarbonization
| Current | Regulatory | Regulatory |
|---|---|---|
| regulation | evolution | innovation |
| ➢ The current legislative and regulatory framework is characterised by stability and transparency and guarantees: ✓ Stability of economic results and cash flows Recovery of the value of the investments ✓ made at the end of the concession ✓ Recognition of operating costs based on predefined productivity recovery rates ✓ Rate of return on capital updated periodically on the basis of market parameter evolution ➢ The current regulation therefore ensures a limited operational risk for gas distribution activities |
➢ ARERA proposes a gradual introduction of a tariff regulation for Expense and Service Objectives (ROSS), oriented to the total efficiency of the service (from 2026): ✓ Integrated recognition of operational costs and efficient capital costs ✓ Standard capitalization coefficients ✓ Revision of the incentive mechanism ✓ Selectivity of recognizable investments, to be justified with cost-benefit analyses The paradigm shift will support the ➢ rationalisation of the sector: Opportunity for efficient companies to ✓ improve their profitability ✓ Risk of under-remuneration of capital for inefficient companies Alignment of tariff regulations for ✓ infrastructure services |
➢ DCO 250/2021/R/gas – Pilot projects of innovative solutions ✓ Optimized network management ▪ Bi-directionality, accumulation, loss reduction ✓ Innovative uses of networks ▪ Biomethane, hydrogen, "green" gas injection ▪ Renewable gases in industrial processes ▪ Electrolysers and methanation Power to gas, power to hydrogen, CO capture ▪ 2 ✓ Technological / management innovation ▪ Network digitization ▪ Energy recovery in decompression and re compression ▪ Energy efficiency in preheating ✓ Convergence between the gas and electricity sectors ✓ Reduction of methane emissions into the atmosphere Resolution 404/2022/R/gas - Regulations for the application of ➢ the premium tariff mechanism to support the innovation of infrastructure in the natural gas sector in the areas of intervention identified by DCO 250/2021/R/gas mentioned above |

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

Russian gas supply replacement, progressive technology substitution for electric generation and electrification of consumption are the main substantive elements underlying an energy price outlook characterized by significant levels of volatility along the transition path. The last period has witnessed a substantial decrease in prices related to the completion of storage and concomitant low demand levels related to decreased industrial production and off-normal temperatures.

European energy policies have introduced increasingly challenging decarbonization targets, and national energy policies have followed the impetus from EU initiatives.

The Plan for Ecological Transition (PTE) has among its goals to 2050
The main goal of the RePower EU Plan is to reduce European countries' dependence on Russian fossil fuels by leveraging: diversification of energy sources, acceleration of energy transition, and stringent energysaving targets
Ascopiave Group – Strategic Plan 2022-2026 31 Source: Zero Carbon Policy Agenda Report 2022 (Energy & Strategy Group, Polimi); C.E. "Realizing the European Green Deal"; M.A.S.E. "Plan for Ecological Transition" ; Notes: 1Arithmetic mean of prices defined for each geographic market area; 2Budget Law 2023


However, to achieve national decarbonization targets to 2030 will require at least 60-65 GW of new RES capacity to be installed in Italy requiring substantial investments (€ 40-50 bn to 2030) and integrated planning at temporal and geographic levels.

In 2021, there is 115.8 TWh of generation from renewable sources. Since 2020, there has been an 11% growth in wind generation and 2% growth in photovoltaic generation, compared with a decrease in hydroelectric (-2.43%).

Thus, there is a marked change in the coverage of electricity demand: traditional thermal sources reduced from 74% in 2005 to 51% in 2021, while RES increased from about 14% to 36%, with a greater focus on wind and photovoltaics since 2011.


Ascopiave Group – Strategic Plan 2022-2026 34 Source: 1Forecast data 2030-2040 Terna Scenarios 2022; 2Hypothesis scenario FF-55: 55% emission reduction through electrification and substantial RES increase; 3Hp: Distributed Energy scenario Italy: electrification push, greater RES needs, electric storage, electrolysers and CCS




Strategic pillars Plan projections
Shareholder remuneration


1. Awarding of a significant number of tenders of minimum territorial scope (ATEM) 2. M&A of small to medium-sized companies operating in the gas distribution sector 3. Establishment of partnerships aimed at joint participation in tenders




Selection criteria for ATEM of interest
The definition and implementation of the strategy depends on the timing of publication of the tender notices and any delays in the deadlines. This implies the need to establish an order of strategic priority and a continuous updating of decisions regarding participation in future tenders
1. Priority to development in the North-East region, consolidating the current leadership position
managed ATEM and in other contestable ATEM


Thanks to its characteristics and track record, Ascopiave is a credible counterpart in possible acquisitions and/or partnerships in the gas distribution sector









Ascopiave Group – Strategic Plan 2022-2026 44 Note: 1 The EV value indicated corresponds to the full value of the assets, including the exercise price of the option to sell the stake (20.26% of the capital) held by the minority shareholders of Eusebio Energia S.r.l. (15 €M).




Production at steady state abt. 350 tons H2/year
Surplus electric energy production transferred to the national grid (considered within FER investments)
End uses - Transportation
I Project phase (beginning 2026)

Project status: undergoing the permitting process, design nearing completion
Ascopiave Group – Strategic Plan 2022-2026 46 1 Figured gross of any government grants
abt. 20 m€ Investments1
abt.1.2 m€ EBITDA@ 2026

EBITDA@ 2026
Contribute to the path of consumption rationalization by obtaining incentives (TEEs) useful to mitigate the effects of these obligations in the core business of gas distribution


HYDROGEN
Implementation of additional projects for the use of hydrogen in distribution networks, as well as investments remunerated or incentivized for this purpose
H2


Ascopiave has achieved appreciable results on the management efficiency front, implementing organizational and technological solutions that are functional for the purpose

Beginning in 2016, an extensive reorganization process of distribution activities was initiated, affecting all Group companies:
This has enabled optimization in the use of resources, allowing many activities contracted to third parties to be internalized in order to reduce operating costs and increase the possibility of making investments


Improving operational and economic efficiency is at the heart of Ascopiave's management policies, which aims to follow up on the excellent results achieved over the past few years


Plan


~5.4 m€
cumulated investments @ 20262

~3.0 m€ cumulated investments @ 20263
Network balancing
Ascopiave Group – Strategic Plan 2022-2026 51 Notes: 1Point-to-Point; 2of which 1.0 m€ already completed in 2021; 3of which 0.5 m€ already completed in 2021.


Innovation management is a crucial activity for Ascopiave and targets both short- and mediumto long-term objectives

Interventions with immediate positive effects on income:
Strategic investments:
Group guidelines to be pursued through





employees, and through further implementation of a dedicated training platform.
Staff training: target of 25 hours/year of training per employee through enrichment of e-learning training offerings available to Group
Average age: the Group intends to maintain the current average age of about 47 years, ensuring uniformity in the distribution of the different age groups of employees.

Gender Equality Certification: activities aimed at obtaining gender equality certification will be undertaken.
Welfare: further expansion of the services available on the platform, ranging from education and instruction, social security and health benefits, to the purchase of other goods, while maintaining the current scope of involvement at 100% of employees.

Worker safety: the Group considers the protection of workers to be of primary importance by setting the goal of maintaining high levels of safety, promoting the integration of safety in all company activities and focusing on continuous staff training.
Sustainable vehicles: corporate fleet renewal according to the highest industry standards. By 2026, the electric/hybrid car fleet target is 24.6% (7% at 2022).

Waste: the Group is committed to maintaining the standard already achieved by sending over 99% of special waste for recovery.
Renewable power: photovoltaic power installed at the company's headquarters that will save, in terms of tons of CO2 avoided from 2022 to 2026, more than 1,3 ktons.

Gas distribution asset renewal: energy efficiency upgrades and digitalization of the network by making it compatible with gases other than methane (biomethane, green synthetic gas, hydrogen-methane bleding, etc).
Renewal of domestic meter fleet: selection of meters capable of receiving the new gas mixtures and made of recyclable material. Gradual replacement of meters with GPRS communication technology in favor of NB-IOT will allow reduction in quantity of spent batteries for disposal.
Reduction of CO2 and CH4 emissions: through the implementation of preheating efficiency measures in REMI substations and the adoption of innovative methods to search for CH4 leakage in networks.



Strategic pillars Plan projections
Shareholder remuneration


The plan projections have been elaborated and defined taking into consideration both the main risk elements typical of the reference sectors, and the characteristics of Ascopiave



▪ Achieving reasonable growth targets through M&A and investment initiatives in the renewable energy sector and diversified businesses




Note: 1Net of any disinvestments.



Net cumulative greenfield investments1 Net investment and maintenance @ 2026 1 cumulated @ 2026


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

Note: 1Preliminary.





Ascopiave Group – Strategic Plan 2022-2026 62 Note: 1Preliminary. 2The amount 371 GWh as of 2026 does not include the estimated expected output of 65 GWh from a 36 MW wind power plant built by 2026 and that will enter in production in 2027

Through a strategy of energy efficiency and integration of renewable energy sources, the Ascopiave Group will be able to generate a positive climate impact by reducing CO2 emissions
-2.3 kton CO2
-103 kton CO2 p.a.

Through continuous efficiency gains in its consumption (-3% p.a.), Ascopiave Group will be able to save approx. 2.3 kton CO2 emissions over the strategic plan period (scope 1 and 2)
Ascopiave Group's consolidation in the sector of green energy generation will contribute to an average annual emission reduction of about 103 kton of CO2 . A further contribution in terms of CO2 savings is expected from initiatives related to Green Hydrogen and Biomethane.


| m€ | 2022 1 |
2026 Scenario A CAGR |
2026 Scenario B | CAGR | Δ 2026 Scenario B vs A |
|||
|---|---|---|---|---|---|---|---|---|
| Revenues | 158 | 262 | 13% | 287 | 16% | 25 | 10% | |
| EBITDA | 77 | 133 | 15% | 154 | 19% | 21 | 16% | |
| EBIT | 31 | 66 | 21% | 76 | 25% | 10 | 15% | |
| Net financial income2 |
6 | -7 | n.a. | -13 | n.a. | -6 | 69% | |
| Net income | 31 | 41 | 7% | 44 | 9% | 3 | 8% |
The 2022 results include nonrecurring items (i.e. gain from the put option exercised on EstEnergy stake of €8.9 m as well as penalties for termination of services contracts with EstEnergy of €6.5 m, for a total of €15.4 m)
Ascopiave Group – Strategic Plan 2022-2026 64 Note: 1Preliminary.; 2 Income from equity investments net of borrowing costs on debt.


Ascopiave Group – Strategic Plan 2022-2026 65
Note: 1Preliminary; 2Debt-to-equity ratio; 3Net financial position.

Ascopiave's strategy aims to create value for its stakeholders, distributing the value generated to contribute to the economic and social growth of the context in which the Group operates
232 177 119 55 170 63 583 Retained value added Distributed value added Employees Local communities Shareholders Public Administration Financiers 814 m€ 583 m€
Value added1 generated by Ascopiave's activities in plan arc 2022-26 (Scenario A)
Ascopiave Group – Strategic Plan 2022-2026 66 Note: 1Value added is determined by the value generated during the reporting period and partly redistributed in various forms to the Group's stakeholders.




Strategic pillars Plan projections Shareholder
remuneration

Ascopiave focuses on cost of capital efficiency and financial flexibility in order to create longterm shareholder value

Use of financial leverage to cover the needs of planned investments
1. Efficiency of the financial structure and cost of capital 2. Financial flexibility
Value creation for shareholders

In the 2016-2021 period, Ascopiave distributed total ordinary dividends of approx. 226 m€ (annual average: 17 c€/share1 ), thanks to:
Ascopiave plans to distribute a rising dividend from 13.0 c€/share to 2022 to 17.0 c€/share to 2026 (+31%)

Ascopiave Group – Strategic Plan 2022-2026 69 Notes: 1Historic average dividend and dividend yield calculated by considering only the ordinary dividend; 2Dividend approved and distributed during 2027 with reference to fiscal year 2026; 3Dividend yield calculated as the ratio between distributed dividend and the share price at the end of the year






Ascopiave Group is a well-established entity with a balanced portfolio of assets, characterized by a low risk profile, and a track record of growth

The strategy that will guide Group's actions in the coming years is based on the growth of core businesses, diversification into new synergistic activities, economic efficiency and innovation

The investment plan, of approximately 870 mln€ under the more conservative scenario, is equally allocated to the current perimeter and the expansion of the company's activities. Around €500 mln of the plan will be financed through resources from the exercise of put options in EstEnergy and HeraComm stakes

Expected results foreshadow sustainable growth that will create value for shareholders and stakeholders

The plan provides for the distribution of a remunerative dividend during the period to benefit the Group's shareholders




assumption of business continuity

| Parameter | Hypothesis | ||
|---|---|---|---|
| Inflation | 2.35% - average annual inflation over the entire plan horizon (2023: 4.00% / 2024-2026: 1.80%) |
||
| Real pre-tax WACC (RAB distribution) |
5.6% - rate acknowledged in 2022 and unchanged for the entire plan horizon |
||
| Tariff operating costs |
X-Factor currently provided by the regulation | ||
| Tariff capital costs |
Continuity of cost recognition methodology (actual costs in distribution, maintenance of depreciation rates, etc.) |
||
| Electricity prices |
Energy transfer prices in line with medium-term expectations (i.e. 135 €/MWh at 2026) | ||
| EstEnergy result |
In line with the forecast of the Company's plan | ||
| Dividends other investments |
Equal to dividends paid in 2021 | ||
| Income taxes |
IRES tax rate of 24% and IRAP abt. 4% assumed constant over the entire plan horizon | ||
| Cost of debt | 3% approx.- Average annual passive rate over the entire plan horizon |
||
| Dividends | 13.0 c€ in 2022 increasing by 1 c€/per year in subsequent years |



Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.