Ascopiave

Investor Presentation • Mar 16, 2020

G r u p p o A s c o p i a v e FY 2019 CONSOLIDATED RESULTS

Conference Call Pieve di Soligo, 16th March 2020

Premise ……………………………………………………….……………………………………………………………………………………………………………………………….….	Pag. 3
Financial highlights ……………………………………………………………………………………………………………………….………………………………………	Pag. 5
Companies consolidated with full and with net equity consolidation method ……	Pag. 9
Discontinued companies …………………………………………………………………………………………………………………………………………….…	Pag. 23
Dividend …………………………………………………………………………………………………………………………………………………………………………………………	Pag. 31
Disclaimer …………………………………………………………….…………………………………………………………………………………………………………………………	Pag. 33

Ascopiave - Hera partnership

Financial highlights

Companies consolidated with full and with net equity consolidation method

Discontinued companies

Dividend

On 19th December 2019 Ascopiave S.p.A. and Hera S.p.A. have finalized the transaction that formalizes operation that marks the birth of the largest energy operator in North-Eastern Italy with over one million customers.

The Hera Group has transfered to Estenergy S.p.A. their sale activities in the "Triveneto" and has acquired the control of the company, while Ascopiave has acquired a minority stake of 48%, with a sales option right that can be executed within the seventh year from the closing of the operation.

Amgas Blu will be finally sold from Ascopiave to the Hera Group.

Following this operation, the Ascopiave Group accounts the activities attributable to the discontinued companies as discontinued operations, according to IFRS 5 international accounting principle.

In the FY 2019 income stament, therefore, the results of the activities mentioned are highlighted in the item "net result from discontinued operations".

In order to expose the variations of the results achieved by the discontinued operations and to analyze their most significant determinants, a pro-forma income statement has been prepared which shows the relevant revenues, the costs and the intermediate operating results.

Financial highlights

• Ascopiave Group structure as of 31st December 2019
• FY 2019 consolidated income statement
• Consolidated balance sheet as of 31st December 2019

Companies consolidated with full and with net equity consolidation method

Discontinued companies

Dividend

(Thousand of Euro)	2019	2018	Chg	Chg %
Revenues	124.911	115.347	9.564	+8%
(Cost of raw materials and consumables)	358) (1	271) (1	(88)	+7%
(Cost of services)	(31 732)	(28 766)	(2 966)	+10%
(Cost of personnel)	(14 500)	(16 125)	1 625	-10%
(Other operating costs)	(33 902)	(27 533)	(6 369)	+23%
Other operating income	1 479	355	1 125	+317%
EBITDA	44.898	42.008	2.890	+7%
and (Depreciations amortizations)	(23 325)	(20 927)	(2 399)	+11%
(Provisions)	-	(15)	15	-100%
EBIT	21.573	21.066	507	+2%
Financial income / (expenses)	(1 117)	013) (1	(104)	+10%
(*) Evaluation of companies with method net assets	648	1 407	(759)	-54%
EBT	21.105	21.460	(355)	-2%
(Income taxes)	(6 626)	(6 733)	108	-2%
Earnings after taxes	14.479	14.727	(248)	-2%
result from discontinued Net operations	478 737	31 773	446 965	+1407%
Net income	493.216	46.499	446.717	+961%
(Net income of minorities)	-	(1 874)	1 874	-100%
of the Group Net income	493.216	44.625	448.591	+1005%

(*) Result of Unigas Distribuzione Gas, company consolidated with net equity consolidation method (data are considered pro-rata): Euro 0,6 mln (Euro 1,4 mln in FY 2018).

Financial highlights

Consolidated balance sheet as of 31st December 2019

(Thousand of Euro)	31/12/2019	31/12/2018	Chg	Chg %
(*) Tangible assets	34.694	32.724	1.970	+6%
(*) Non tangible assets	615.108	432.637	182.471	+42%
(**) in associates Investments	449.945	68.357	381.588	+558%
Other fixed assets	22.687	23.401	(715)	-3%
Fixed assets	1.122.433	557.118	565.315	+101%
Operating current assets	99.349	219.660	(120.311)	-55%
(Operating liabilities) current	(82.458)	(160.146)	77.688	-49%
(Operating liabilities) non current	(52.850)	(51.245)	(1.605)	+3%
working capital Net	(35.959)	8.268	(44.227)	-535%
Total capital employed	1.086.474	565.386	521.087	+92%
Group shareholders equity	873.492	443.567	429.926	+97%
Minorities	-	4.303	(4.303)	-100%
financial position Net	212.981	117.517	95.464	+81%
Total sources	1.086.474	565.386	521.087	+92%

(*) Applying IFRIC 12 involves categorising the infrastructures under concession from tangible to intangible assets;

(**) Value of the associated companies consolidated with net equity consolidation method (pro-rata): Unigas Distribuzione Gas, Euro 0,0 mln (Euro 21,5 mln as of 31st December 2018); sale companies, Euro 395,9 mln (Euro 46,8 mln as of 31st December 2018). Stake in Hera Comm, Euro 54,0 mln (Euro 0,0 mln as of 31st December 2018).

Financial highlights

Financial highlights

Companies consolidated with full and with net equity consolidation method

• Operating data
• Economic data
• Revenues bridge
• EBIT bridge
• Gas distribution tariff revenues
• Other net operating costs
• Personnel
• Capex
• Net financial position and cash flow

Discontinued companies

Dividend

Number of gas distribution users

(*) AP Reti Gas Nord Est, company consolidated from 31st December 2019;

(**) Unigas Distribuzione Gas users are included (at 100%). The company is merged by incorporation in Ascopiave from 1° July 2019. On the same date the operating activities in the gas distribution sector were transferred to Edigas Distribuzione Gas.

Volumes of gas distributed (*)

(Million of standard cubic meters)

(*) Unigas Distribuzione Gas volumes of gas distributed are included (at 100%). The company is merged by incorporation in Ascopiave from 1° July 2019. On the same date the operating activities in the gas distribution sector were transferred to Edigas Distribuzione Gas..

Companies consolidated with full consolidation method

(Thousand of Euro)	2019	2018	Chg	Chg %
Revenues	124.911	115.347	9.564	+8,3%
EBITDA	44.898	42.008	2.890	+6,9%
% on revenues	+35,9%	+36,4%
EBIT	21.573	21.066	507	+2,4%
% on revenues	+17,3%	+18,3%

Companies consolidated with net equity consolidation method (*)

(Thousand of Euro)	2019	2018	Chg	Chg %
Revenues	3.964	4.844	(881)	-18,2%
EBITDA	1.483	3.225	(1.742)	-54,0%
% on revenues	+37,4%	+66,6%
EBIT	838	1.798	(960)	-53,4%
% on revenues	+21,1%	+37,1%

(*) Data are considered pro-rata.

(*) For more details check out to slide at page 16.

(Thousand of	Euro) (*)	2019	2018	Chg	Chg %
Gas	distribution tariff revenues	79.777	73.321	6.456	+8,8%
Gas Companies	distribution tariff revenues (A) consolidated with full consolidation method	79.777	73.321	6.456	+8,8%

(Thousand of Euro) (*)	2019	2018	Chg	Chg %
Gas distribution tariff revenues (B) consolidated with Companies equity net consolidation method (**)	2.885	5.733	(2.848)	-49,7%
Gas distribution tariff revenues (A+B)	82.662	79.054	3.608	+4,6%

(*) Economic data before elisions;

(Thousand of Euro)	2019	2018	Chg	Chg %
Other revenues	44.476	41.408	3.068	+7,4%
Other of raw materials and services costs Cost of personnel	(64.854) (14.500)	(56.596) (16.125)	(8.259) 1.625	+14,6% -10,1%
Other (A) operating net costs consolidated with full Companies consolidation method	(34.879)	(31.313)	(3.566)	+11,4%

Increase of other net operating costs: - Euro 3,6 mln

of which:

• decrease of cost of personnel: + Euro 1,6 mln;
• decrease of margin on energy efficiency tasks management: - Euro 4,0 mln;
• increase of gas distribution concession fees: - Euro 1,8 mln;
• decrease of CSEA contributions for security incentives: - Euro 0,3 mln;
• other variations: + Euro 0,9 mln.

Other net operating costs (2) FY 2019 CONSOLIDATED RESULTS

(Thousand of Euro)	2019	2018	Chg	Chg %
Other operating (A) net costs Companies consolidated with full	(34.879)	(31.313)	(3.566)	+11,4%
consolidation method
Other (B) net operating costs
consolidated with Companies equity net consolidation method (*)	(1.402)	(2.508)	1.106	-44,1%
Other operating (A+B) net costs	(36.281)	(33.821)	(2.460)	+7,3%

Number of employees

(*) AP Reti Gas Nord Est, company consolidated from 31st December 2019;

(**) Unigas Distribuzione Gas employees are included (at 100%). The company is merged by incorporation in Ascopiave from 1° July 2019. On the same date the operating activities in the gas distribution sector were transferred to Edigas Distribuzione Gas.

6M 2019 cost of personnel of Unigas Distribuzione Gas, company consolidated with net equity consolidation method: Euro 0,3 mln.

20

6M 2019 investments of Unigas Distribuzione Gas, company consolidated with net equity consolidation method: Euro 0,4 mln.

(*) Excluding network extension in new urbanized areas that according to IAS are considerated as operating costs and not investments;

^(**) Investments in intangible assets and in tangible assets (excluded realizations, investments in associated and investments relative to the application of IFRS 16 accounting principle).

Net financial position and cash flow Companies consolidated with full consolidation method

-117.517 -212.981 37.318 -47.715 5.964 3.453 -82.645 -11.840 31/12/2018 Cash flow Capex Change in net working capital (operating Change in net working capital (fiscal activities) Change in shareholders' equity Cash flows from discontinued operations 31/12/2019 -95.464 +81,2%

activities)

(Thousand of Euro)

(Migliaia di Euro)(*)	31/12/2019	31/12/2018	Chg	Chg %
Long financial borrowings (>12 months) term	135 083	55 111	79 972	+145 1% ,
Current position of long financial borrowings term	30 778	8 014	22 764	+284 1% ,
Short financial borrowings months) (<12 term	38 994	56 381	(17 387)	-30 8% ,
Total financial debt	204 855	119 .506	85 349	+71 4% ,
Fixed borrowings rate	143 611	36 874	106 737	+289 5% ,
Floating borrowings rate	61 244	82 632	(21 388)	-25 9% ,

FY 2019 average cost of debt: 0,35% (vs 2018 rate: 0,51%)

(*) Data refers to only companies consolidated with full consolidation method.

Financial highlights

Companies consolidated with full and with net equity consolidation method

Discontinued companies

• Operating data
• Economic data
• EBIT bridge

Dividend

Operating data (3)

Number of electricity sales customers

Discontinued companies (previously consolidated with full consolidation method)

(Thousand of Euro)	2019	2018	Chg	Chg %
Revenues	582.838	572.776	10.062	+1,8%
EBITDA	42.734	37.414	5.320	+14,2%
% on revenues	+7,3%	+6,5%
EBIT	38.653	33.702	4.951	+14,7%
% on revenues	+6,6%	+5,9%

Discontinued companies (previously consolidated with net equity consolidation method) (*)

(Thousand of Euro)	2019	2018	Chg	Chg %
Revenues	79.530	78.457	1.073	+1,4%
EBITDA	8.889	9.599	(710)	-7,4%
% on revenues	+11,2%	+12,2%
EBIT	7.724	8.466	(741)	-8,8%
% on revenues	+9,7%	+10,8%

EBIT bridge Discontinued companies (previously consolidated with full consolidation method)

EBIT bridge

Discontinued companies (previously consolidated with net equity consolidation method) (*)

(*) Data are considered pro-rata.

Discontinued companies

30

Financial highlights

Companies consolidated with full and with net equity consolidation method

Discontinued companies

Dividend

Dividend proposal

DIVIDEND PROPOSED		0,2133 Euro per share (Euro 47,8 mln)
	Detachment date	Record date	Payment date
If approved on first meeting:	11th May 2020	12th May 2020	13th May 2020
If approved on second meeting:	8th Jun 2020	9th Jun 2020	10th Jun 2020

	2019	2018	2017	2016	2015	2014	2013
	(Proposal)
(*) Dividends paid (Thousand of Euro)	47.770	27 835	40 016	40 016	33 347	33 332	26 666
Group (Thousand of Euro) Net Income	493 .479	44.625	47.135	53 635	43 014	35 .583	38 678
ratio Payout	10%	62%	85%	75%	78%	94%	69%
Dividends per share (Euro)	0 2133 ,	0 125 ,	0 180 ,	0 180 ,	0 150 ,	0 150 ,	0 120 ,
(**) Dividend yield	5 8% ,	4 0% ,	5 3% ,	7 2% ,	7 0% ,	7 6% ,	8 4% ,

(*) Dividends to be paid estimated on the base of the outstanding shares at the end of the financial year; (**) Dividend yield = dividends per share / average price per share in the year.

Financial highlights

Companies consolidated with full and with net equity consolidation method

Discontinued companies

Dividend

• 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.
• For further details on the Ascopiave Group, reference should be made to publicly available information, including the Quarterly Reports and the Annual reports.
• 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.
• 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.