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Ascopiave

Environmental & Social Information Feb 9, 2023

4357_ip_2023-02-09_911e5785-a643-48ec-9c65-9ec444bdce5d.pdf

Environmental & Social Information

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STRATEGIC PLAN 2022-2026

Pieve di Soligo, 9 February 2023

Content

Ascopiave at a glance

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

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

LONG-TERM GOALS

Sustainable business growth from an economicfinancial, social and environmental point of view

INTERMEDIARY GOALS

Opportunities for growth and improvement provided by the dynamics of the sectors of interest

STRATEGIC LEVERS

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.

Ascopiave Group holds a balanced portfolio of assets with a low risk profile

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

Gas distribution – Positioning and operating data

Thanks to its size and favorable territorial positioning, Ascopiave Group has been and will continue to be among the protagonists of the consolidation of the sector

Group Consolidation

  • Ascopiave Group has completed 13 company acquisitions since 2000
  • Significant increase in the customer base and in the municipalities served
  • Expansion of the geographic basin

Current territorial presence

  • 5th largest national operator in the sector
  • Regional leader in North-East Italy
  • Significant presence in some areas of Lombardia

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

Customers served 398 445 492 541 777 776 890 2016 2017 2018 2019 2020 2021 2022 k customers

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

Gas distribution – Main economic-financial data

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

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)

Return on invested capital 20222

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.

Investment in EstEnergy – Gas and power retail

Ascopiave holds a stake in the EstEnergy group, leader in northeastern Italy in the sale of gas and electricity

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

Dividend distribution

€ ▪ 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

EstEnergy and Hera Comm – Put option

Ascopiave holds a put option on its current holdings in EstEnergy and Hera Comm, which are characterized by excellent conditions in terms of value and flexibility of exercise.

The plan assumes a full exercise of the puts on the holdings for the purpose of financing the planned investment plan

  • Option that can be fully or partially exercised by December 2026
  • Strike price equal to the maximum between:
    • ➢ Fair market value;
    • ➢ Floor price: value of initial investment increased by 4% (net of dividends distributed);
    • ➢ Initial investment value (48% of Esternergy): equal to €395m.
  • In 2020, Ascopiave subscribed a €32.5m capital increase in EstEnergy to service the tax relief of the higher value of the equity investments it acquired compared to the net book value. The benefits for Ascopiave will come in the form of higher dividends in fiscal years 2023-2032.
  • In December 2022, Ascopiave partially exercised its put on its stake in Estenergy, transferring an 8% share of the company's capital to the Hera Group, collecting €79.2m

  • Option that can be fully or partially exercised between December 2021 and December 2026
  • Exercise price equal to the value of the initial investment (54 m€) increased by 5% (net of distributed dividends)

Option exercise strategy

  • 1. Maximisation of the strike price
  • 2. Reinvestment of the proceeds from the sale

Power generation from renewable sources

In the period 2021-2022, Ascopiave entered the renewable energy sector through some extraordinary business acquisition transactions and the establishment of partnerships for the development of new generation facilities

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.

Investment in Cogeide – Water management services

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

Cogeide – Data 20211

Ascopiave Group – Strategic Plan 2022-2026 15

Note: 1Final data

IT and telecommunication services

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

Asco Tlc – Data 20221

Group debt and financial structure

The low debt in relation to the risk profile of the assets held allows to seize new investment opportunities in line with the strategic pillars

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:

  • Very long maturities (up to 15 years)
  • Extremely competitive economic conditions
  • Diversification of funding sources
  • Possibility of partially reducing the use of bank finance, in light of new extraordinary transactions
  • Introduction of a new long-term counterpart of excellent standing, with knowledge of the Group and the will to support it in future growth

Main features of the shelf program:

  • Total amount of the shelf program: 200 \$ / mln
  • Duration of each issue: up to 12 years
  • Period for use: 3 years
  • Financial covenants: NFP / Ebitda, NFP / Net Equity, RAB

Sustainability of Ascopiave

Ascopiave's initiatives aim to combine sustainability and industrial growth, focusing on the optimisation of ESG objectives with a view to creating value for all stakeholders

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

Social

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

Governance

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.

Sustainable Finance

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.

Sustainability Comittee

In 2021, Ascopiave established the Sustainability Committee which supports the company in all assessments and decisions on environmental, social and economic sustainability

Environmental sustainability

Ascopiave Group has always placed great emphasis and commitment on environmental issues, with the aim of minimizing the impact of its activities

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.

Social sustainability

Ascopiave Group also promotes people's involvement in achieving economic and social sustainability goals in a context of mutual trust and collaboration

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.

3. Context and market trends

The European and Italian decarbonisation goals

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

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"

Role of the gas sector in the energy transition

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.

The new infrastructure grid – Green gases

Significant growth in demand for green gas is expected in the coming years in order to accelerate decarbonization, increase energy independence, and foster integration with the electricity grid

Biomethane

  • Renewable source (produced from biomass of agricultural origin) that already in the medium term can provide a sustainable alternative to natural gas
  • Sustainable: carbon neutral source that can also significantly reduce emissions from the agricultural sector by promoting waste reuse and circular economy

Hydrogen

  • ✓ Carrier that can be produced emissionfree from RES by electrolysis
  • ✓ Viable alternative to natural gas in the long term, especially for decarbonization of hard-to-abate and heavy transport sectors
  • ✓ Promotes integration between electricity and gas sectors

Potential benefits of green gases

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)

Focus: hydrogen incentives

PNRR makes approximately €3.65 billion available for projects suitable for hydrogen development

The new infrastructure grid

The gas network will require technological and infrastructural adjustments to facilitate the introduction and transport of "green" gases in order to decarbonise the system

Dynamics of the gas distribution sector in Italy

Gas distribution in Italy is now a mature and consolidated sector, with the need to renew itself to meet the challenges arising from the evolution of the energy system

The gas distribution sector recorded a gradual consolidation, favored by:

  • ✓ Rules for awarding concessions for ATEM1
  • Economies of scale deriving from centralised management

No. of gas distribution operators in Italy2

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

  • Technological and industrial renewal
  • ✓ Rethinking of the business management methods

Examples of necessary renovations

Upgrade of distribution networks

✓ To safely allow the distribution of gas with increasing percentages of hydrogen

Reduction of CO2 and CH4 emissions

✓ Through operational efficiency measures aimed at greater sustainability of the activities

Regulation of the gas distribution industry

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

Dynamics of gas and energy prices

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.

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

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

  • Setting greenhouse gas emissions to zero
  • ✓ Revolutionize mobility to its full sustainability
  • ✓ Minimize pollution and contamination of air, water and soil
  • ✓ Setting the path toward a zero-waste circular economy and healthy, sustainable agriculture

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

Renewables in Italy show a trend of substantial growth over the past 10 years with a total installed capacity of ~60 GW.

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.

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

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.

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

Italy's renewable mix is characterized by a general growth trend, emphasized by measures implemented at the EU level to address the Russian-Ukrainian crisis. By 2040, 65% of the projected installed renewable capacity will consist of photovoltaic

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

4. Strategic plan 2022-26

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

  • Valorisation of economies of scale and synergies
  • Competitive advantages over potential competitors
  • Fair risk/return balance

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

Growth through M&A, partnerships and RTIs

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).

Diversification strategy: Green gas

Assume an important role in the energy transition of the target territories based on green gas deployment

Diversification Strategy: Green Hydrogen

Production at steady state abt. 350 tons H2/year

Surplus electric energy production transferred to the national grid (considered within FER investments)

abt. 1.7 m€ EBITDA at steady state

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

Growth Diversification Efficiency Innovation Diversification strategy: water service & energy efficiency WATER SERVICE ENERGY EFFICIENCY

  • ➢ Collaboration with industry players/integrated water service operators to provide specialized services, software sharing to push digitalization of the industry
  • ➢ Attention to possible investment opportunities (tenders for integrated water service management)
  • ➢ Focus on Public Administration and Industry which are segments characterized by lower capillarity than household customers and higher investment size
  • ➢ Long-term contracts (Energy Performance Contract, project financing) in order to stabilize the flows generated by investments

abt.1.2 m€ EBITDA@ 2026

Realize synergies by enhancing the expertise gained in the core business of gas distribution

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

Reorganization of activities

Beginning in 2016, an extensive reorganization process of distribution activities was initiated, affecting all Group companies:

  • Renewal and reengineering of systems and procedures;
  • Rationalization of operational and logistical locations across the territory;
  • Centralized and integrated management of all major processes;
  • Adoption of new state-of-the-art information systems for workforce management and distribution business services.

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

Post-acquisition integrations

  • Ascopiave has solid experience in integrating companies post-acquisition, with achievement of management improvements with cost reduction and increased service quality
  • Activities are underway to achieve full integration of the assets to be acquired by A2A (114k PDR) with adoption of the Group's systems and organizational model

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

Business policies and practices to support efficiency

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

Interventions on areas and tools targeted for potential improvement

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

Plan

  • ✓ Reducing the incidence of overhead and industrial costs
  • ✓ Maintaining a lean and flexible cost structure objectives

Ascopiave plans to increase its operational and economic efficiency through digitization of networks and processes

  • Ascopiave Group was one of the first companies to experiment with the installation of intelligent mass market meters and aims to achieve 100% of smart meters installed throughout its networks @ 2024
  • Internalisation of installation activities is planned, in compliance with the objectives set by the Authority and with a view to planning these interventions in the most appropriate way
  • The identification of the right mix between Radio Frequency and P2P1 meters, and scale economies generated by the coverage of large areas of territory, will allow a significant operating cost optimization

SMART METER INSTALLATION NEWORK DIGITISATION DIGITISATION OF COMPANY PROCESSES

  • The Group plans for process digitisation interventions, such as the evolution of cartographic systems, the efficiency of the Work Force Management system, virtual and augmented reality projects and Robotic Process Automation solutions
  • This digitisation will allow the development of the execution of activities, achieving greater efficiency and creating new opportunities for using the data and information collected

~5.4 m€

cumulated investments @ 20262

Expected benefits from efficiency initiatives

  • The Group aims to install sensors capable of detecting, recording, transmitting and executing commands by creating a digital twin of the physical infrastructure in order to:
    • o Optimise network monitoring in terms of pressure and odorisation
    • o Acquire data in real time and simulate plant conditions
    • o Adapt the network for the introduction of biomethane and in the future of other "green" gases

~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

Short term goals

Interventions with immediate positive effects on income:

  • ✓ Operating costs optimization
  • ✓ Interventions encouraged by current regulations

Medium term goals

Strategic investments:

  • ✓ Competitive potential improvement in ATEM competitions
  • ✓ Offer improvement in innovation

Long term goals

Strategic investments :

  • ✓ Technological adaptation of networks and infrastructures as a contribution to the competitiveness of the "gas system" vs. alternative energy carriers:
      1. Cost competitiveness
      1. Convergence with environmental objectives

Group guidelines to be pursued through

Sustainability Commitments

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.

4. Strategic plan 2022-26

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

Main rationals

Uncertainty about the start of ATEM tenders

  • The uncertainty about the timing of tenders and subsequent award of concessions suggested the development of a scenario analysis based on various hypotheses1 :
    • o Scenario A: increase in the perimeter of activities managed in gas distribution sector only through M&A and organic growth as by the end of the plan period no ATEM tender is able to complete its award process;
    • o Scenario B: in addition to the growth expected in Scenario A, 4 ATEM tenders are assumed to be initiated and awarded in 2026 and, as a result, a significant increase in networks and users managed.

Pursuit of rational goals in terms of efficiency and investments

  • The projections reflect the goals reasonably achievable by the Group
  • Operating and investment costs incorporate:
    • o Inflation dynamics (+)
    • o Economic-management efficiency targets (-)

Implementation of M&A initiatives and diversification into other activities

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

The plan requires the undertaking of a significant amount of investment, directed both at the maintenance and development of the existing network and the expansion of activities on new synergistic businesses

Note: 1Net of any disinvestments.

Investments in gas distribution

Most of the planned investments are in gas distribution, with significant interventions on current perimeter and possible additional gains in case of ATEM tender award

Investments in renewable energy

The Group aims to expand the portfolio of RES generation power plants both through M&A transactions and the development of new greenfield plants

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

Gross operating margin evolution

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.

Key prospective data - Gas distribution

Growth prospects, both by internal and external lines, will result in further consolidation of the Group in the gas distribution sector

Key prospective data - Renewable energy

The growth strategy will also enable the Ascopiave Group to significantly increase its share in the renewable energy sector

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

Key prospective data - Environmental sustainability

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.

In both the scenarios examined, the economic results to 2026 are expected to show a growing trend

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.

Invested capital and financial debt

Over the plan period, there is growth in net invested capital and optimization of the mix of financing sources

Ascopiave Group – Strategic Plan 2022-2026 65

Note: 1Preliminary; 2Debt-to-equity ratio; 3Net financial position.

Distribution of economic value generated

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

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.

4. Strategic plan 2022-26

Strategic pillars Plan projections Shareholder

remuneration

Financial management goals

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

Shareholder remuneration

The Group has been regularly creating value for its shareholders, highlighted by a stable distribution of dividends. An attractive and sustainable dividend distribution is expected for the period 2022-2026

In the 2016-2021 period, Ascopiave distributed total ordinary dividends of approx. 226 m€ (annual average: 17 c€/share1 ), thanks to:

  • Stable cash flow
  • Stable business profitability
  • Balanced financial structure

Ascopiave plans to distribute a rising dividend from 13.0 c€/share to 2022 to 17.0 c€/share to 2026 (+31%)

Dividend distributed by Ascopiave and historical dividend yield 2016-21 and prospective dividend yield 2022-26

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

Hypothesis underlying the plan

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

  • This presentation has been prepared by Ascopiave S.p.A. for information purposes only and for use in presentations of the Group's results and strategies.
  • The reader should, however, consult any further disclosures Ascopiave may make in documents it files with the Italian Companies and Stock Exchange Commission and with the Italian Stock Exchange.
  • Statements contained in this presentation, particularly the ones regarding any Ascopiave Group possible or assumed future performance, are or may be forward-looking statements and in this respect they involve some risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward looking statement. Such factors include, but are not limited to: changes in global economic business, changes in the price of certain commodities including electricity and gas, the competitive market and regulatory factors. Moreover, forward looking statements are currently only at the date they are made. The Ascopiave Group undertakes no obligation to update forwardlooking statements to reflect any changes in the Group's expectations or in the events, conditions or circumstances on which such statements are based. However, Ascopiave will inform the market of any change that may occur in the Ascopiave Group's expectations of future results and relevant assumptions to the extent such change qualifies as "price sensitive information" according to applicable law.
  • The manager responsible for the preparation of financial reports, certifies pursuant to paragraph 2, article 154-bis of the Legislative Decree n. 58/1998, that historical data and accounting information disclosures herewith set forth correspond to the company's evidence and accounting books and entries.
  • Any reference to past performance of the Ascopiave Group shall not be taken as an indication of the future performance.
  • This document does not constitute an offer or invitation to purchase or subscribe for any shares and no part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever.
  • By attending the presentation you agree to be bound by the foregoing terms.

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