Ascopiave — Investor Presentation 2020

Jan 13, 2020

Milan, 14th January 2020 6 th LOCAL UTILITIES and RENEWABLES A s c o p i a v e G r o u p

SUMMARY

Business Overview	Pag. 3
Main financial figures and hystorical trends	Pag. 18
Dividend policy and Group strategic guidelines	Pag. 26
Gas distribution	Pag. 29
Gas and electricity sales	Pag. 44
Annexes: financial data	Pag. 47
Disclaimer	Pag. 111

Business Overview

 Group business activities	Pag. 4
 Ascopiave shareholders	Pag. 6
 Strategic repositionig ………	Pag. 7
 Group structure before 19th December 2019	Pag. 8
 Group structure after 19th December 2019 ……	Pag. 9
 Key figures – 2018 consolidation area – gas distribution	Pag. 10
 Pro forma key figures related to the new consolidation area …………………………….…	Pag. 11
 Market positioning in the gas distribution sector	Pag. 12
 Key figures – 2018 consolidation area – gas and electricity sales	Pag. 13
 Pro forma key figures related to the new Estenergy consolidation area …	Pag. 14
 Valuation of the assets involved in the transaction ………………………	Pag. 15
 Governance of Estenergy …	Pag. 16
 Put option of Ascopiave on Estenergy shares	Pag. 17

Group Business Activities (1)

Ascopiave Group is a national player in the down-stream segments of the gas sector. It is a major player in the Veneto Region.

Regulated Activity

Activity carried out by subsidiary companies totally controlled by Ascopiave

Operation, maintenance and development of local pipilenes, connecting the transport national pipelines to the end consumers. Activity carried out on the basis of concessions awarded by municipalities. Regulation provided both by the local municipalties and by the National Energy Authority

(ARERA).

Group Business Activities (2)

Not regulated activities

Since 19th december 2019 the activities are carried out by Estenergy: Majority shareholder: Hera Group (52%) / Minority shareholder: Ascopiave (48%)

Supply of gas to the end consumers.

Gas sales to end consumers

In Italy gas sales market is completely liberalised since 2003, so any end consumer can freely choose its supplier.

National Energy Authority continue to set maximum tariff levels for the protected market (residential consumers).

Gas sales to end consumers Supply of electricity to the end consumers.

In Italy electricity sales market will be completely liberalised in the next years.

Customers currently belonging to the protected market will gradually move to the free market.

Ascopiave is listed at the STAR segment of Borsa Italiana's equity market. The company complies with strict requirements concerning transparency, disclosure, liquidity and corporate governance, in line with international standards.

Increased voting right in general shareholders meeting pursuant to Art. 127-quinquies, paragraph 1, of the TUF (i.e. the main italian law governing the financial sector): two votes for each share held for a 24 month uninterrupted period.

Ascopiave Shareholders (*)

Asco Holding S.p.A. directly controls the capital of Ascopiave S.p.A. (capital stake: 51.043%). Asco Holding S.p.A. is owned by 78 municipalities mainly located in the province of Treviso (public shareholders) and 1 private company.

(*) Internal processing of information pursuant to art. 120 TUF (Source: CONSOB website)

At the end of a process started in 2018 - after having collected the expressions of interest submitted by several operators – on 30th july 2019 Ascopiave resolved to sign with the Hera Group a framework agreement aimed at implementing a complex operation providing:

• the birth of a partnership between Ascopiave (48%) and the Hera Group (52%) through the company Estenergy. Estenergy would have acquired:
• the shareholdings held by the Ascopiave Group in the companies active in the natural gas and electricity sale business (except for Amgas Blu)
• the sales activities operated t by the Hera Group in Triveneto
• the purchase by Ascopiave from the Hera Group of a series of gas distribution concessions covering 188,000 users in Veneto and Friuli Venezia Giulia.

The operation was finalised on 19 th december 2019.

Primary strategic goals matched by Ascopiave:

• reinforcing the gas distribution core business, consolidating the leadership position in the Veneto Region
• giving greater value to the sales activities, through the partnership with a valid player in the market

Group structure before 19th December 2019

Group structure after 19th December 2019

Key Figures – 2018 consolidation area – gas distribution

Key figures related to the gas distribution companies controlled by Ascopiave in 2018:

Gas Distribution SBU – 2018 Consolidation Area

Ascopiave Group GAS DISTRIBUTION - 2018 key figures (*)

No. of managed concessions	214
Length of the gas distribution network (km)	9,809
No. of Users	537,978
Volumes of gas distributed (scm/mln)	1,087

(*) Data of the company consolidated with the equity method is considered pro-rata (Unigas Distribuzione, merged in Edigas Distribuzione in 2019).

	EBITDA (Euro/000)	51,778
Ascopiave Group GAS DISTRIBUTION - 2018 EBITDA	EBITDA of the companies consolidated with full consolidation method (Euro/000) (**)	48,553
	EBITDA of the companies consolidated with net equity method (Euro/000) (***)	3,225
	RAB (Euro/000)	464,996
Ascopiave Group GAS DISTRIBUTION - 2018 RAB	RAB of the companies consolidated with full consolidation method (Euro/000) (**)	432,647
	RAB of the companies consolidated with net equity method (Euro/000) (***)	32,349

(**) Companies consolidated with the full consolidation method: AP Reti Gas, AP Reti Gas Rovigo, AP Reti Gas Vicenza, Edigas Distribuzione

(***) EBITDA and AB of the company consolidated with the equity method is considered pro-rata (Unigas Distribuzione, merged in Edigas Distribuzione in 2019).

Pro forma key figures related to the new consolidation area

Pro forma 2018 key figures related to the sales companies currently controlled by Ascopiave:

The Group is a national player in the gas distribution sector and a leading regional player in Veneto.

Ranking	Group	Users	%	Network	%
1	(**) Italgas	7 416 294	31 2% ,	66 553	25 4% ,
2	Gas 2i Rete	4 359 717	18 3% ,	65 903	25 1% ,
3	Hera	1 407 923	9% 5 ,	17 093	6 5% ,
4	A2A	1 214 272	5 1% ,	7 676	2 9% ,
5	Ascopiave	775 177	3 3% ,	12 .784	4 9% ,
6	Iren	715 731	3 0% ,	7 668	2 9% ,
7	Estra	405 023	1 7% ,	528 5	2 1% ,
8	Erogasmet	276 450	1 2% ,	3 694	1 4% ,
9	Linea Group Holding	265 446	1 1% ,	3 305	1 3% ,
10	Gelsia	207 496	0 9% ,	1 787	0 7% ,
	Others	6 724 471	28 3% ,	70 370	26 8% ,
	Total	23 .768 000	100 0% ,	262 361	100 0% ,

GAS USERS / GAS DISTRIBUTION NETWORK (*)

(*) Ascopiave processing on 2018 ARERA data. (**) Data only referred to Italgas Reti and Toscana Energia

GEOGRAPHICAL FOCUS

NORTHERN ITALY

Ascopiave Group distribution activities

2018 key figures related to the sales companies previously controlled by Ascopiave:

Gas Sales and Electricity Sales – 2018 Consolidation Area

(*) Data of the companies consolidated with the equity method are considered pro-rata (Estenergy and ASM Set).

	EBITDA (Euro/000)	48,148
Ascopiave Group SALES SBU EBITDA – 2018	EBITDA companies consolidated with full consolidation method (Euro/000) (**)	38,549
	EBITDA companies consolidated with net equity method (Euro/000) (***)	9,599

(**) Companies consolidated with the full consolidation method: Ascotrade, Ascopiave Energie, Blue Meta, Amgas Blu, Etra Energia

(***) EBITDA of the companies consolidated with the equity method are considered pro-rata (Estenergy and ASM Set).

Pro forma 2018 key figures related to the sales companies currently controlled by Estenergy:

Gas Sales and Electricity Sales - New Estenergy Consolidation Area

(*) Data of the company consolidated with the equity method are considered pro-rata (ASM Set).

	EBITDA (Euro/000)	70,839
Estenergy Group Pro-forma EBITDA – 2018	EBITDA companies consolidated with full consolidation method (Euro/000) (**)	69,235
	EBITDA companies consolidated with net equity method (Euro/000) (***)	1,604

(**) Companies consolidated with the full consolidation method: Ascotrade, Ascopiave Energie, Blue Meta, Hera Comm Nord Est, Etra Energia

(***) EBITDA of the company consolidated with the equity method is considered pro-rata (ASM Set).

Total Equity Value of the gas sales assets previously held by Ascopiave = Euro 616,2 mln

The trasaction is almost cash free. The total amount of the disposed assets is completely invested:

• 1. Minority stake (48%) in Estenergy
• 1. Capital stake (3%) in Hera Comm
• 1. Gas distribution assets (currently held by a New Co: AP Reti Gas Nord-Est)

Steps of the Trasaction and Equity Value of the Involved Companies / Assets

/ CASH IN OUT			(Euro/mln)
	Step	Ascopiave	(*) Hera Group	Estenergy
1	from Ascopiave acquired Reti Gas Nord-Est Group AP Hera	-168 0 ,	168 0 ,
2	acquired 49% stake from Hera Group Estenergy Ascopiave a	99 5 ,	-99 5 ,
3	subscribed capital by cash Hera Group increase in Estenergy a		-633 2 ,	633 2 ,
4	acquired the Commercial stakes from (**) Companies Ascopiave Estenergy	474 2 ,		-474 2 ,
5	acquired Nord-Est from Estenergy Hera Comm Hera Group		159 0 ,	-159 0 ,
6	acquired stake from Ascopiave 48% Estenergy Hera Group a	-395 9 ,	395 9 ,
7	acquired Blu from Hera Group Amgas Ascopiave	42 5 ,	-42 5 ,
8	acquired capital stake Ascopiave 3% in Comm Hera a	0 -54 ,	0 54 ,
	Total balance	-1 7 ,	1 7 ,	0 0 ,
	investment Net	Ascopiave	(*) Group Hera	Estenergy

Net investment	Ascopiave	(*) Hera Group	Estenergy
Distribution business	168 0 ,	-168 0 ,	0 0 ,
Sales business	-166 3 ,	166 3 ,	0 0 ,
Total investiment net	1 7 ,	-1 7 ,	0 0 ,

(*) Net of Estenergy

(***) Commercial Companies Stakes: Ascotrade, Ascopiave Energie, Blue Meta, Etra Energia, Asm Set.

Governance of Estenergy

Board of Directors: composed of 5 directors.

• Ascopiave appoints 2 board members (with non executive powers). One is the Chairman.
• Hera Group appoints the remaining members. One is the CEO of the company.

Board of Statutory Auditors: composed of 3 members.

• Ascopiave appoints 1 member, the chairman.
• Hera Group appoints the remaining 2 members.

Certain matters are subject to veto rights of Ascopiave (or the directors appoited by it).

The corporate govenance of the controlled company mirrors the corporate governance of Estenergy in terms of representation in the corporate bodies, veto rights, etc.

Put Option of Ascopiave on Estenergy shares

Put option of Ascopiave exercisable:

• in all or in part, by the latter on its entire stake in Estenergy, within 7 years from the closing of the transaction
• at a price (strike price) that will be the highest of:
• 1) Fair Market Value, calculated on the basis of an evaluation method agreed between the parties
• 2) Purchase price at the entry, plus an annual return equal to 4%, minus all the distributed dividends from the closing date until the date of the esercise of the put option
• 3) Purchase price at entry.

If exercised, the put option guarantees a minum rate of return on the initial investiment of Ascopiavve in Estenergy (Euro 395.9 mln) equal to 4%.

Main financial figures and hystorical trends

 Main financial data – 2018 income statement	Pag. 19
 Main financial data – 9M 2019 income statement ………………………………………………………	Pag. 20
 2006-2018 EBITDA break-down by Strategic Business Unit	Pag. 21
 2006-2018 Investments in tangible and intangible assets	Pag. 22
 2006-2019 Investments in companies and firms acquisitions	Pag. 23
 Main financial data – balance sheet and financial ratios	Pag. 24
 Financial debt and cost of debt	Pag. 25

2018 MAIN FINANCIAL DATA ACCORDING TO IFRS 11 – INCOME STATEMENT (*)

INCOME STATEMENT
	Group	Distribution SBU (a)	Sales SBU (b)	Parent company
Revenues (c)	581 652 ,	115 349 ,	574 246 ,	11 376 ,
EBITDA	80 036 ,	48 553 ,	38 549 ,	-7 066 ,
EBIT	55 101 ,	29 245 ,	34 524 ,	-8 669 ,
Evaluation of () companies with equity method	8 553 ,	1 407	146 7 ,	0
Net income	46 499 ,

EBITDA of the companies consolidated with the equity method: Euro 12.8 mln (distribution companies: Euro 3.2 mln + sales companies: Euro 9.6 mln) ()

EBIT of the companies consolidated with the equity method: Euro 10.3 mln (distribution companies: Euro 1.8 mln + sales companies: Euro 8.5 mln)

^(*) Thousand of Euro; (a) Distribution SBU includes results of entities active in the distribution business; (b) Sales SBU includes results of entities active in the sale business; (c) SBU revenues are represented before elisions.

9M 2019 MAIN FINANCIAL DATA ACCORDING TO IFRS 11 AND IFRS 5 – INCOME STATEMENT (*)

	INCOME
	Group	Distribution SBU (a)	Sales SBU (b)	Parent company	Companies held for sale:
Revenues (c)	90 017 ,	85 233 ,	0	28 027 ,	Controlled companies:
EBITDA	30 460 ,	34 445 ,	0	-3 985 ,	EBITDA: Euro 38.2 mln
EBIT	13 048 ,	18 504 ,	0	456 -5 ,	EBIT: Euro 35.4 mln
of Evaluation () companies with equity method	648	648	0	0	Jointly-controlled companies (**): EBITDA: Euro 6.6 mln
Net result of activities held for sale	30 109 ,	0	30 109 ,	0	EBIT: Euro 5.6 mln
Net income	38 238 ,

EBITDA of the company consolidated with the equity method: Euro 1.5 mln (6M 2019 Unigas Distribuzione) EBIT of the company consolidated with the equity method: Euro 0.8 mln (6M 2019 Unigas Distribuzione) ()

(*) Thousand of Euro; (a) Distribution SBU includes results of entities active in the distribution business; (b) Sales SBU includes results of entities active in the sale business; (c) SBU revenues are represented before elisions; (**) Data of the jointly-controlled companies (Estenergy and ASM Set) are considered pro-rata.

Ascopiave Group – 6 20 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

2006-2018 EBITDA break-down by Strategic Business Unit

(Million of Euro)

INCOME	STATEMENT	Group	Distribution SBU	%	Sales SBU	%	Parent company (*)	%
	EBITDA IFRS 11	80 0 ,	48 6 ,	60 7% ,	38 5 ,	48 2% ,	(7 1) ,	-8 8% ,
	EBITDA IFRS 11	84 4 ,	47 8 ,	56 6% ,	41 1 ,	48 6% ,	(4 4) ,	-5 2% ,
	EBITDA IFRS 11	95 3 ,	35 0 ,	36 8% ,	60 2 ,	63 2% ,	0 0 ,	0 0% ,
	EBITDA IFRS 11	81 0 ,	35 8 ,	44 2% ,	45 2 ,	55 8% ,	0 0 ,	0 0% ,
	EBITDA IFRS 11	79 6 ,	35 4 ,	44 5% ,	44 2 ,	55 5% ,	0 0 ,	0 0% ,
	EBITDA IFRS 11 restated	86 3 ,	33 4 ,	38 7% ,	52 9 ,	61 3% ,	0 0 ,	0 0% ,
	EBITDA	105 9 ,	36 0 ,	34 0% ,	69 9 ,	66 0% ,	0 0 ,	0 0% ,
	EBITDA	102 7 ,	33 9 ,	33 1% ,	68 7 ,	66 9% ,	0 0 ,	0 0% ,
	EBITDA	93 2 ,	34 9 ,	37 4% ,	58 3 ,	62 6% ,	0 0 ,	0 0% ,
	EBITDA	78 0 ,	32 9 ,	42 1% ,	45 1 ,	57 9% ,	0 0 ,	0 0% ,
	EBITDA	61 5 ,	41 6 ,	67 6% ,	19 9 ,	32 4% ,	0 0 ,	0 0% ,
	EBITDA	52 3 ,	37 6 ,	71 8% ,	14 8 ,	28 2% ,	0 0 ,	0 0% ,
	EBITDA	46 5 ,	35 5 ,	76 4% ,	11 0 ,	23 6% ,	0 0 ,	0 0% ,
	EBITDA	41 1 ,	39 9 ,	97 0% ,	1 2 ,	3 0% ,	0 0 ,	0 0% ,

Gas distribution business is characterized by stable operating margins.

Increase of the gas sales business operating margins over the last years is due to external growth (acquisition of 8 companies) and to higher profitability, mainly thanks to declining gas procurement costs. 2016 sales SBU EBITDA is supported by Euro 11.1 mln positive one-off related to the optional APR mechanism set by the energy regulator (ARERA).

(*) Before 2017 the parent company Ascopiave contributed to the results of the distribution SBU.

(Million of Euro)	INVESTMENTS	Group	Distribution network	%	Other investments	%
	INVESTMENTS IFRS 11	29 5 ,	27 8 ,	94%	1 7 ,	6%
	INVESTMENTS IFRS 11	23 6 ,	22 5 ,	95%	1 1 ,	5%
	INVESTMENTS IFRS 11	20 8 ,	19 7 ,	95%	1 1 ,	5%
	INVESTMENTS IFRS 11	22 0 ,	20 7 ,	94%	1 3 ,	6%
	INVESTMENTS IFRS 11	21 1 ,	19 7 ,	94%	1 3 ,	6%
	INVESTMENTS IFRS 11 restated	18 9 ,	12 7 ,	67%	6 2 ,	33%
	INVESTMENTS	21 6 ,	14 9 ,	69%	6 7 ,	31%
	INVESTMENTS	23 1 ,	16 8 ,	73%	6 3 ,	27%
	INVESTMENTS	41 8 ,	15 4 ,	37%	26 4 ,	63%
	INVESTMENTS	29 1 ,	11 2 ,	38%	17 9 ,	62%
	INVESTMENTS	29 9 ,	13 8 ,	46%	16 1 ,	54%
	INVESTMENTS	19 2	11 4	60%	7 7	40%
	INVESTMENTS	, 5 17	, 12 2	70%	, 5 3	30%
	INVESTMENTS	, 16 7 ,	, 12 4 ,	74%	, 4 4 ,	26%

2006-2018 Investments in tangible and intangible assets

The Group investments in tangible and intangible assets over the last 13 years amounts to Euro 316,0 mln and for the most part (69%) concern the development, the maintenance and up-grade of the gas network and of the distribution system. In 2009-2011 the group made significant investments in photovoltaic power plants. The photovoltaic business was disposed in 2011.

2006-2019 Investments in companies and firms acquisitions

2006-2019 Investments in companies and firms acquisitions: about Euro 225,0 Mln

(*) IPO: 12 dec 2006

Ascopiave Group – 6 23 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

MAIN FINANCIAL DATA ACCORDING TO IFRS 11 AND IFRS 5 – BALANCE SHEET (*)

BALANCE SHEET	30/09/2019	31/12/2018
Tangible and intangible assets	466 364 ,	465 360 ,
Investments in associates	2	68 357 ,
Other fixed assets	15 458 ,	23 401 ,
Net working capital	-17 754 ,	8 268 ,
of for Net balance activities held sale	150 279 ,	0
CAPITAL TOTAL EMPLOYED	614 349 ,	565 386 ,
Shareholders equity	421 321 ,	447 869 ,
Net financial position	193 028 ,	117 517 ,
SOURCES TOTAL	614 349 ,	565 386 ,

Tangible and intangible assets: details

BALANCE SHEET	30/09/2019
Goodwill	33 764 ,
IFRIC Tangible under 12 assets	386 002 ,
Other intangible assets	11 514 ,
Tangible assets	35 084 ,
Tangible and intangible assets	466 364 ,

2018 ASCOPIAVE MAIN FINANCIAL RATIOS

Financial leverage (NFP / EQUITY) 0.26 Debt cover ratio (NFP / EBITDA) 1.47

(*) Thousand of Euro

Ascopiave Group – 6 24 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Financial debt and cost of debt

(Migliaia di Euro)(*)	30/09/2019	31/12/2018	Chg	Chg %
financial borrowings (>12 months) Long term Current position of long financial borrowings term Short financial borrowings (<12 months) term	654 71 14 774 73 196	55 111 8 014 56 381	16 543 6 760 16 815	+30 0% , +84 4% , +29 8% ,
Total financial debt	159 624	119 .506	40 .118	+33 6% ,
Fixed borrowings rate Floating borrowings rate	33 803 125 821	36 874 82 632	(3 071) 43 189	-8 3% , +52 3% ,

9M 2019 average cost of debt: 0,53% (vs 2018 rate: 0,51%)

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

Divided policy and Group strategic guidelines

 Dividend policy ………….……	Pag. 27
 Strategic guidelines	Pag. 28

Dividend policy

Dividend payment sustainable with high return to shareholders

Sustainability of the dividend policy:

• stable cash flow
• stable business profitability
• well-balanced financial structure

Dividend yield at the top of the listed italian utility companies

DIVIDEND	2018	2017	2016	2015	2014	2013	2012	2011	2010	2009	2008	2007	2006
Dividend (Thousand of Euro)	75.163	40.016	40.016	33.347	33.332	26.666	24.484	0	22.557	20.349	19.442	19.890	19.833
Group Net Income (Thousand of Euro)	44.625	47.135	53.635	43.014	35.583	38.678	27.865	6.266	31.174	25.288	18.452	21.764	16.381
Payout ratio	168%	85%	75%	78%	94%	69%	88%	0%	72%	80%	105%	91%	121%
Dividend per share (Euro)	0,338	0,180	0,180	0,150	0,150	0,120	0,110	0,000	0,100	0,090	0,085	0,085	0,085
Dividend yield (*)	10,7%	5,3%	7,2%	7,0%	7,6%	8,4%	9,2%	0,0%	6,3%	5,8%	5,7%	4,4%	4,0%

TOTAL DIVIDENDS DISTRIBUTED FROM STOCK EXCHANGE LISTING TO DATE About Euro 375,1 mln

ROI / ROE	2018	2017	2016	2015	2014	2013	2012	2011	2010	2009	2008	2007	2006
ROI (**)	11,1%	12,0%	15,4%	12,2%	11,1%	14,4%	13,1%	11,8%	11,7%	9,1%	8,5%	7,1%	10,4%
ROE	10,1%	10,6%	12,2%	10,4%	8,8%	9,7%	7,3%	1,8%	8,3%	6,9%	5,1%	5,9%	4,4%

(*) Dividend yield = dividend per share / average price per share in the year; (**) ROI = EBIT / CI; CI = Net Capital Invested (In 2014-2018 investments in associates are excluded)

Ascopiave Group – 6 27 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Strategic guidelines

Gas distribution

	 Gas distribution sector	Pag. 30
	 Gas distribution: legal framework	Pag. 31
	Public tenders for the assigning of the concessions	Pag. 32
	 Ascopiave positioning in the gas distribution market …	Pag. 33
	 Ascopiave strategy in the gas distribution market	Pag. 34
	 Regulation of the call of tenders	Pag. 37
	 Compensation to be paid to the outgoing distributor	Pag. 38
	 Minimum Territorial District – Belluno	Pag. 39
	 Current tariff regulation: VRT and RAB	Pag. 40
	 Tariff regulation	Pag. 41
	 SWOT analysis – Gas Distribution SBU	Pag. 43

Gas distribution sector: key figures (*)

• No. of operators: 207
• Municipalities served: 7,190
• Volumes of gas distributed: about 32.1 billion of standard cubic meters
• No. of users served: about 23.8 million
• Length of the gas distribution network: about 262,400 km
• Regulatory asset base (RAB): about Euro 18 bln (**)

Since 2000 gas distribution operators have been reduced to less than a third.

Currently gas distribution sector is strongly concentrated:

• about 50% of RAB (**) is held by Italgas and F2i, the only operators with a national rank
• about 30% of RAB is held by 14 medium size operators (RAB > Euro 100 mln), with a regional relevance
• about 20% of RAB is held by small size operators

(*) 2018 ARERA data; (**) Ascopiave estimate.

Gas distribution: legal framework

• Gas distribution is currently a local monopolistic activity managed under concessions granted by municipalities.
• Italian gas distribution sector was liberalized in 2000 according to the European Union Rules
• The law established a mechanism of competition for the market: concession must be awarded only through public tenders.
• The distributor is responsible for the operation, the development and the maintenance of the distribution network (operational expenses and investments), according to the concessional agreement signed between the operator and the municipality
• The National Energy Authority (ARERA)
• sets the tariffs to be applied to cover the cost of capital and for the operations of the service
• provides rules regarding the minimum standard service levels.

• The distributor gives access to any requiring gas sales company, that has the right to use the network to supply gas to its customers (third party access).

• In order to improve the economic efficiency of the sector, since 2007 the legislation has established that the tenders must be called to assign concessions for the management of the service in wide geographical areas, grouping neighbouring municipalities (Territorial Districts).

• The national government constituted 177 Territorial Districts nationwide.
• Municipalities belonging to a single Territorial District must appoint a local entity to act as contracting authority for the District.
• The law established the deadline by which each District Authority must call the tenders.
• In 2011 the national government issued some decrees establishing the general contents of the call for tenders, that must be fulfilled on the base of the local needs for investments to be defined by the local contracting authority. The standardization was aimed at encouraging competition and assuring transparency and effectiveness in the tender process..

The current rules governing the incoming tender processes will probably cause a further restructuring of the distribution sector.

A significant reduction in the number of operators is expected, as the participation to the public tenders requires to the potential competitors strong financial capability and important economic, organizational and technical skills.

Ascopiave positioning in the Territorial Districts constituted by the Government (*)

• Ascopiave is currently the main operator in 5 Territorial Districts (Treviso 2, Padova 1, Vicenza 3, Treviso 1 and Udine 3) with more than 50% market share in terms of end users served. The current end users in these Territorial Districts amount to over 60% of the total end users served by the Group.
• Ascopiave currently has a remarkable market share in other Minimum Territorial Districts located in Veneto and Lombardy.

Territorial District	Public tender deadline	Ascopiave Group gas users	%	Ascopiave Group market share (%)
Treviso 2	March 2017	141 045	18%	88%
Treviso 1	June 2017	664 75	10%	55%
Padova 1	September 2016	169 125	22%	78%
Vicenza 3	September 2017	80 175	10%	78%
Rovigo	April 2018	35 593	5%	36%
Udine 3	March 2017	33 036	4%	54%
Bergamo 1	January 2017	31 593	4%	42%
Bergamo 5	March 2017	30 886	4%	32%
Vicenza 4	March 2017	29 192	4%	44%
Venezia 2	January 2017	25 899	3%	13%
Other d m.t	2016 - 2019	119 699	16%	n.a.
Total		771 907	100%

(*) 2012 data. Ascopiave processing on MISE data.

Ascopiave Group – 6 33 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Ascopiave is selecting the Territorial Districts to bid for and is evaluating potential partnerships with other operators, in order to strengthen its position in some geographical areas.

Ascopiave has all the requirements to successfully act in the market:

• it has strong financial capability so it can finance the required investments, by further exploiting the financial leverage
• It is one of the main operator in Italy, with a long-standing and excellent expertise in the sector and it can assign remarkable organisational and economic resources to compete in the tender processes.

Group Ascopiave net financial needs to win new gas distribution concessions:

(A) Acquisition of new gas distribution plants from the outgoing operators

(B) Investments during the concessional period (maintenance and development)

Cash in (+)

(A) Self financing

• Disposals of gas distribution plants in areas in which Ascopiave does not intend to bid for (net of tax)
• Increase of EBITDA
• (B) Other financing
• Bank financing

Ascopiave goal is to grow in the distribution sector by winning new contracts to manage the service. Geographical areas served by Ascopiave is expected to change.

After the assignment of the new Territorial District concessions:

(A) in the target Territorial District (Ascopiave wins the contract):

• Ascopiave will continue to operate the service in the municipalities where it currently carries out the activity (continuity)
• Ascopiave will operate the service in the municipalities where the activity is currently carried out by other operators (outgoing operators) (new municipalities served). Ascopiave will acquire the property of the plant and will pay to the outgoing operators a compensation, calculated in accordance with the law (value of the existing plants).

(B) in the other Territorial District (Ascopiave does not bid for or loose in the competition)

Ascopiave will cease the operation of the service in the municipalities where it currently carries out the activity. It will cash by the ingoing operator (the winner of the contract) a compensation calculated in accordance with the law.

Ascopiave strategy in the gas distribution market (3)

Standards to evaluate economic and technical offers

• A - Economic offer (maximum score: 28)
• Discount on gas distribution tariffs
• Discount on prices for other services provided by the distributor to the end users
• Fee to be paid to municipalities awarding the concession (cap on the fee level: 10% of the capital cost components of VRT (Total Revenues Constraint) = 10% x ( CI x rd + AMM ))
• Obligation to extend the distribution network (meters of pipes per end users that imply the obligation to connect new potential end-users)
• Investments to improve energy efficiency
• B - Offer concerning safety and service quality (maximum score: 27)
• Network inspections in order to prevent gas leaks (percentage of gas network annually checked)
• Performance of the emergency service and of the gas odorization service
• Improving the level of other quality standards set by the Authority

C - Offer concerning the development and the maintenance of the network (maximum score: 45)

• Appropriateness of the network operation analysis
• Investments plan for the extension and the increase of the capacity of the distribution network; the evaluation concerns: the tangible benefits expected by the investment proposed, the accuracy of the technical projects as well as the quantities of new pipes to be made
• Investment plan for the maintenance
• Technological innovation

Compensation to be paid to the outgoing distributor

In the event that the public tender should not be awarded to Ascopiave, the winner must pay to the Group, as the current owner of the networks, a compensation:

• (a) the compensation must be calculated in accordance with the terms of the agreement implementing the concession or direct award (as the case may be), provided that the agreement is signed before 11th February 2012
• (b) or, if this is not provided for, the compensation must be calculated in accordance with the Guidelines set by the Ministry of Economic Development (Decree 22nd May 2014)
• (c) contributions paid by private users in the past for the construction of part of the network must be deducted (valuation of these are in accordance with the tariff regulation) (*)
• (d) whenever the compensation is higher than 110% of the net invested capital remunerated by the tariff system (RAB), the Energy National Authority (i.e. ARERA) must verify whether the compensation has been evaluated in accordance with the law
• (e) the organizer of the tender bid must take into account the observations issued by the ARERA.

(*) In the evaluation of RAB contributions paid by private users are currently deducted.

Minimum Territorial District – Belluno

Area:	3,496	km2
Population:	200,442 168,289	inhabitants inhabitants in municipalities currently served
Length of the gas distribution network:	983	km (31/12/2015)
Redelivery points (gas users):	47,521	n. (31/12/2015)
Volumes of gas distributed:	112	Million scm (2015)
Outgoing operators:	Italgas	BIM Belluno Infrastrutture

• On 1st September 2017 AP Reti Gas S.p.A. submitted an offer to win the concession for the management of the gas distribution service in the territorial district of Belluno Bidding competitors: four
• Starting date of the concession (expectation of the contracting Authority): 1st April 2018 Duration: 12 years Compensation to be paid to the outgoing operators: about Euro 59 mlllion

2018 pro-forma VRT (*) (Gas Distribution Revenues) and 2018 RAB (Net Invested Capital)

2018 VRT (*) = CO + AMM + CI x rd = Euro 107.3 mln

where:

CO: quota covering management operating costs

AMM: quota covering depreciation

CI (RAB): net capital invested in distribution

rd: real pre-tax rate of return on net invested capital

2018 RAB (*) = Euro 621.7 mln

(*) 2018 VRT has been approved by Gas, Electricity and Water Authority (ARERA) with Resolution n. 98/2019/R/gas. Including AP Reti Gas Nord Est, acquired from the Hera Group on 19th december 2019: VRT = Euro 23.2 mln; RAB = Euro 122.8 mln.

Ascopiave Group – 6 40 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Tariff regulation 2020-2025

On 27th December 2019 ARERA issued the Resolution n. 570/2019/R/gas, approving the new tariff regulation that will be in force during the period 2020-2025 (fifth regulatory period).

Real pre-tax rate of return on RAB (WACC)

Allignement of unlevered beta for metering activities to distribution.

In 2020-2021 WACC is set at 6.3%

Current regulation provides the updating of some calculation parameters in 2022: 1) Risk Free Rate, 2) Inflation Rate, 3) Gearing ratio, etc.

WACC	2018	2019	2020	2021	2022
- distribution WACC	10% 6 ,	30% 6 ,	30% 6 ,	30% 6 ,	tbd
WACC - metering	6 60% ,	6 80% ,	6 30% ,	6 30% ,	tbd

Allowed opex

2020 unit allowed opex based on weighted average of 2018 actual / allowed opex. X-factor aimed at reabsorbing the extra efficiency of the last regulatory period.

Allowed (*) Unit Opex	2018	2019	2020	chg	chg %
/ users - distribution CO end	39 6 ,	40 2 ,	33 1 ,	-7 1 ,	-18%
/ end & other CO users - meterig	7 6 ,	7 7 ,	9 1 ,	1 4 ,	18%
/ Total end CO users	47 2 ,	47 9 ,	42 2 ,	-5 7 ,	-12%

(*) Ascopiave estimate. Average unit opex allowed refered to Ascopiave Group (pro-forma)

Standard investment costs

In the next future the rate of return on the investments considered by the tariff system will take into account the spread between the effective costs and standard costs to be defined by ARERA.

Ascopiave Group – 6 41 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Tariff regulation for the incoming Territorial District concessions

Difference between Compensation and RAB

At the starting date of the new concession:

• if the winner of the public tender is the current incumbent operator, the new RAB is equal to the previous one;
• if the winner of the public tender is a newcomer, the new RAB is equal to the compensation paid by the newcomer to the outgoing operator.

Compensation at the end date of the minimum territorial district concession

The compensation is calculated as the sum of (a) the value of the stock of capital existing at the start date of the concession, that is equal to the initial compensation properly updated to take into account the depreciation occurred during the concessional period, and (b) the value of the investments made during the concessional period, calculated as the average between the effective costs of the assets and the regulatory value of the assets.

Strengths

• Dimensional level that allows exploitation of interesting management economies of scale
• Contiguity in gas network, with advantages in terms of operative efficiency
• High network management operative standards
• Part of the local municipalities granting the gas distribution concessions are shareholders of the Group
• Independence by large municipalities
• Current financial leverage

Opportunities Threats

• Possibility to achieve critical mass as of aggregative pole in Veneto and Lombardy in the utility sector
• Tenders for gas distribution concessions
• Temporary push towards aggregations of companies operating in the sector increase in geographical coverage by expanding the corporate structure

Weakness

We expect that legal framework uncertainty and the time needed by municipalities to organize competitive tender procedures will delay the tenders start

• Regulatory uncertainty
• Uncertainty on financial needs for the compensations to be paid to outgoing distributors
• Gas concession expiring
• Risk to lose tenders

Gas and electricity sales
 The commercial energy business of Ascopiave	Pag. 45
 Ascopiave: an appealing strategic partner	Pag. 46

Strength of the gas and electricity sales business run by Ascopiave

Deeply rooted geographical presence in the most productive regions of Italy

Strong focus in Northern Italy, the most industrialized and productive area of the country with high per capita consumption

Highly reliable and loyal customer base

Customers base constituted mainly by residential customers, with a churn rate lower than the national average

Customers with robust credit rating

Strong commercial network and local presence

Good customer care service, capillarity of the points of sales

Strong brand reputation in the reference regions

Attention to local stakeholders' needs

• Efficient cost for operations
• Potential for expansion of the electricity business
• Upside from sales channel development
• Potential for expansion of other energy related service
• Experienced management team

Highly experienced management team with a deep knowledge of the business and the local market environment

Ascopiave: an appealing strategic partner

For the reasons before mentioned Ascopiave has considered itself an excellent potential partner for several players in the sector.

Many of them submitted expressions of interest for acquiring the business.

The Hera Group has been selected as the best partner, after having evaluated various opportunities and alternatives.

Value creation for the shareholders and for the «local stakeholders»

Annexes: financial data

FY 2018 financial results

	 FY 2018 consolidated income statement	Pag. 49
	 Consolidated balance sheet as of 31st December 2018	Pag. 50
	 Volumes of gas distributed	Pag. 51
	 Volumes of gas sold	Pag. 52
	 Volumes of electricity sold	Pag. 53
	 Revenues bridge	Pag. 54
	 EBITDA bridge	Pag. 56
	 EBITDA breakdown	Pag. 58
	 Gas distribution tariff revenues	Pag. 60
	 Gross margin on gas sales	Pag. 61
	Gross margin on trading gas sales	Pag. 62
	 Gross margin on electricity sales	Pag. 63
	 Other net operating costs	Pag. 64
	 Number of employees	Pag. 66
	 Consolidated cost of personnel	Pag. 67
	 Consolidated capital expenditures	Pag. 68
	 Net Financial Position and cash flow	Pag. 69

2011-2018 financial comparison

9M 2019 financial results

FY 2018 consolidated income statement

(Thousand of Euro)	2018	2017	Chg	Chg %
Revenues	581 652	532 792	48 860	+9 2%
				,
(Cost of raw materials and consumables)	(332 743)	(270 577)	(62 165)	+23 0% ,
(Cost of services)	(114 827)	(113 457)	(1 370)	+1 2% ,
(Cost of personnel)	(26 030)	(24 855)	(1 174)	+4 7% ,
(Other operating costs)	(28 372)	(40 224)	11 851	-29 5% ,
Other operating income	356	731	(376)	-51 4% ,
EBITDA	80 036	84 409	(4 373)	-5 2% ,
(Depreciations and amortizations)	(22 972)	(22 585)	(387)	+1 7% ,
(Provisions)	(1 964)	(1 885)	(78)	+4 2% ,
EBIT	55 101	59 939	(4 839)	-8 1% ,
Financial income / (expenses)	(778)	(468)	(310)	+66 2% ,
(*) Evaluation of companies with method net assets	8 553	7 398	1 154	+15 6% ,
EBT	62 875	66 869	(3 994)	-6 0% ,
(Income taxes)	(16 376)	(17 617)	1 242	-7 0% ,
Net income	46 499	49 252	(2 753)	-5 6% ,
(Net income of minorities)	(1 874)	(2 117)	243	-11 5% ,
Net income of the Group	44 625	47 135	(2 510)	-5 3% ,

(*) Result of the companies consolidated with net equity consolidation method (data are considered pro-rata): sale companies, Euro 6,1 mln (Euro 5,9 mln in FY 2017); distribution companies, Euro 1,4 mln (Euro 1,0 mln in FY 2017); Sinergie Italiane, Euro 1,0 mln (Euro 0,6 mln in FY 2017).

Consolidated balance sheet as of 31st December 2018

(Thousand of Euro)	31/12/2018	31/12/2017	Chg	Chg %
(*)
Tangible	32	32	390	+1
assets	724	334		2%
(*)				,
tangible	432	427	4	+1
Non	637	692	944	2%
assets				,
(**) Investments in associates	68 357	68 878	(521)	-0 8% ,
Other	23	24	(1	5%
fixed	401	494	093)	-4
assets				,
Fixed assets	557 118	553 397	3 721	+0 7% ,
Operating	219	222	(3	5%
current	660	977	317)	-1
assets				,
(Operating	(160	(156	(3	+2
liabilities)	146)	597)	550)	3%
current				,
(Operating	(51	(49	(1	+3
liabilities)	245)	411)	834)	7%
non current				,
working	8	16	(8	-51
capital	268	969	701)	3%
Net				,
Total	565	570	(4	-0
capital	386	367	981)	9%
employed				,
shareholders	443	445	(1	-0
Group	567	511	944)	4%
equity				,
Minorities	4 303	4 989	(687)	-13 8% ,
financial	117	119	(2	-2
Net	517	867	350)	0%
position				,
Total	565	570	(4	-0
sources	386	367	981)	9%

(*) 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: sale companies, Euro 46,8 mln (Euro 48,0 mln as of 31st December 2017); distribution companies, Euro 21,5 mln (Euro 20,8 mln as of 31st December 2017).

Volumes of gas distributed

Equal consolidation area

Ascopiave Group – 6 51 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

^(*) Data are considered pro-rata; (**) AP Reti Gas Vicenza: 1stQ 2018.

(*) Data are considered pro-rata.

Ascopiave Group – 6 52 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Volumes of electricity sold

(*) Data are considered pro-rata.

Ascopiave Group – 6 53 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

(*) Sinergie Italiane excluded. Data are considered pro-rata.

(*) For more details check out to slide at page 69.

(Thousand of Euro)

(*) Sinergie Italiane excluded. Data are considered pro-rata.

Ascopiave Group – 6 57 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

EBITDA breakdown Companies consolidated with full consolidation method

(Thousand of Euro)

(Thousand of Euro)	2018	2017	Var	Var %
EBITDA	80 036	84 409	(4 373)	-5 2% ,
- Sale EBITDA	38 549	41 051	(2 501)	-6 1% ,
EBITDA - Distribution	48 553	47 755	798	+1 7% ,
EBITDA - Ascopiave	(7 066)	(4 396)	(2 670)	+60 7% ,
EBIT	55 101	59 939	(4 839)	-8 1% ,
EBIT - Sale	34 524	35 913	(1 388)	-3 9% ,
- Distribution EBIT	29 245	30 232	(987)	-3 3% ,
EBIT - Ascopiave	(8 669)	(6 205)	(2 464)	+39 7% ,

EBITDA breakdown Companies consolidated with net equity consolidation method (*)

(Thousand of Euro)

(Thousand of Euro)	2018	2017	Var	Var %
EBITDA	12 824	13 369	(545)	-4 1% ,
EBITDA - Sale	9 599	10 783	(1 184)	-11 0% ,
EBITDA - Distribution	3 225	2 586	639	+24 7% ,
EBIT	10 263	9 598	666	+6 9% ,
EBIT - Sale	8 466	8 193	273	+3 3% ,
EBIT - Distribution	798 1	405 1	393	+28 0% ,

Gas distribution tariff revenues

(Thousand of Euro) (*)	2018	2017	Chg	Chg %
distribution tariff Gas revenues	73 321	69 836	3 485	+5 0% ,
distribution Gas tariff revenues (A) Company consolidated with full consolidation method	73 321	69 836	3 485	+5 0% ,

The increase of gas distribution tariff revenues of the companies consolidated with full consolidation method (+ Euro 3,5 mln) is due to:

• 1) change of the consolidation area (AP Reti Gas Vicenza, 1stQ 2018): + Euro 2,9 mln;
• 2) change of gas distribution tariff revenues: + Euro 0,6 mln.

(Thousand of Euro) (*)	2018	2017	Chg	Chg %
Gas distribution tariff revenues (B) Company consolidated with equity net consolidation method (**)	5 733	5 710	23	+0 4% ,
Gas distribution tariff revenues (A+B)	79 054	75 546	3 508	+4 6% ,

Gross margin on gas sales

(Thousand of Euro) (*)	2018	2017	Chg	Chg %
Revenues from sales gas	364 343	338 634	25 709	6% +7 ,
(Gas purchase costs)	(221 799)	(191 497)	(30 302)	8% +15 ,
distribution (Gas costs)	(84 279)	(86 389)	2 109	-2 4% ,
sales Gross margin (A) on gas
Company consolidated with full	58 264	60 748	(2 484)	-4 1% ,
consolidation method

The decrease of gross margin on gas sales of the companies consolidated with full consolidation method is equal to - Euro 2,5 mln. The decrease is mainly due to the application of the new regulation on gas settlement for the 2013-2017 period for Euro 3,5 mln.

(Thousand of Euro) (*)	2018	2017	Chg	Chg %
sales Gross margin (B) on gas consolidated with Company equity net consolidation method (**)	13 101	14 548	(1 447)	-9 9% ,
sales Gross margin (A+B) on gas	71 365	75 296	(3 931)	-5 2% ,

Gross margin on trading gas sales

(Thousand of Euro) (*)	2018	2017	Chg	Chg %
Revenues from trading sales gas	9 490	1 941	7 548	+388 8% ,
(Trading purchase costs) gas (Trading / capacity costs) transport gas	(9 240) (282)	(1 897) 19	(7 342) (301)	+387 0% , -1552 7% ,
Gross margin on trading sales (A) gas Company consolidated with full consolidation method	(32)	63	(95)	-150 3% ,
(Thousand of Euro) (*)	2018	2017	Chg	Chg %
on trading sales Gross margin (B) gas consolidated with Company equity net consolidation method (**)	-	-	-	n.a.
on trading sales Gross margin (A+B) gas	(32)	63	(95)	-150 3% ,

Gross margin on electricity sales

(Thousand of Euro) (*)	2018	2017	Chg	Chg %
from elecricity sales Revenues	109 377	93 740	15 637	+16 7% ,
(Electricity purchase costs)	(62 853)	(53 044)	(9 809)	+18 5% ,
(Electricity distribution costs)	(39 421)	(34 521)	(4 900)	+14 2% ,
on electricity sales Gross margin (A)
Company consolidated with full	7 102	6 175	927	+15 0% ,
consolidation method

The increase of gross margin on electricity sales of the companies consolidated with full consolidation method, equal to + Euro 0,9 mln, is due both to higher volumes of electricity sold and higher unit profit margins.

(Thousand of Euro) (*)	2018	2017	Chg	Chg %
on electricity sales Gross margin (B) Company consolidated with equity net consolidation method (**)	1 406	1 334	72	+5 4% ,
on electricity sales Gross margin (A+B)	8 508	7 509	999	+13 3% ,

Other net operating costs (1)

(Thousand of Euro)	2018	2017	Chg	Chg %
Other revenues	40 200	56 974	(16 774)	-29 4% ,
Other of raw materials and services costs	(72 789)	(84 532)	11 742	-13 9% ,
Cost of personnel	(26 030)	(24 855)	(1 174)	+4 7% ,
Other operating (A) net costs
Company consolidated with full	(58 619)	(52 413)	(6 206)	+11 8% ,
consolidation method

Net operating costs referred to the change of the consolidation area: - Euro 2,3 mln

Increase of other net operating costs of equal consolidation area: - Euro 3,9 mln

of which:

• increase of cost of personnel: - Euro 0,9 mln;
• decrease of margin on energy efficiency tasks management: - Euro 0,7 mln;
• decrease of concession fees: + Euro 0,1 mln;
• decrease of CCSE contributions for security incentives: - Euro 0,2 mln;
• decrease of advertising and commercial costs: + Euro 0,6 mln;
• increase of margin on distributor services: + Euro 0,1 mln;
• decrease of contingent assets on firm acquisitions: - Euro 0,4 mln;
• increase of negative non-recurring components: - Euro 2,3 mln;
• other variations: - Euro 0,2 mln.

Other net operating costs (2)

(Thousand of Euro)	2018	2017	Chg	Chg %
Other operating (A) net costs Company consolidated with full consolidation method	(58 619)	(52 413)	(6 206)	8% +11 ,
Other operating (B) net costs consolidated with Company equity net consolidation method (*)	(7 417)	(8 224)	807	-9 8% ,
Other operating (A+B) net costs	(66 035)	(60 636)	(5 399)	+8 9% ,

(*) Data are considered pro-rata.

Ascopiave Group – 6 66 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Consolidated cost of personnel

Consolidated cost of personnel (Thousand of Euro)

Cost of personnel changes:

• change of the consolidation area: + Euro 0,3 mln
• capitalized cost of personnel: - Euro 1,1 mln
• other: + Euro 2,0 mln, of which:
• o + Euro 2,4 mln: compensations for the termination of the employment contracts with the general manager and the CFO
• o Euro 0,8 mln: compensations related to the long term incentive plan
• o + Euro 0,4 mln: other changes

FY 2018 cost of personnel of the companies consolidated with net equity consolidation method (Sinergie Italiane excluded): Euro 3,1 mln (-0,2%).

Consolidated capital expenditures

Consolidated capital expenditures (*)

FY 2018 investments of the companies consolidated with net equity consolidation method (Sinergie Italiane excluded): Euro 1,6 mln (+1,6%).

(*) Excluding network extension in new urbanized areas that according to IAS are considerated as operating costs and not investments;.(**) Investments in tangible assets: Euro 27,0 mln; investments in intangible assets: Euro 2,6 mln (excluded realizations of tangible and intangible assets and investments in associated); (***) AP Reti Gas Vicenza: 1stQ 2018.

Net financial position and cash flow (1)

Net Financial Position and cash flow Companies consolidated with full consolidation method

(Thousand of Euro)

(*) Sinergie Italiane excluded. Data are considered pro-rata.

Ascopiave Group – 6 70 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Net financial position and cash flow (3)

(Thousand of Euro) (*)	31/12/2018	31/12/2017	Var	Var %
financial borrowings (>12 months) Long term Current position of long financial borrowings term Short financial borrowings (<12 months) term	55 111 8 014 56 381	360 54 10 181 54 568	751 (2 167) 1 813	4% +1 , -21 3% , +3 3% ,
Total	119	119	397	+0
financial	506	109		3%
debt				,
Fixed	36	30	6	+22
borrowings	874	000	874	9%
rate				,
Floating	82	89	(6	-7
borrowings	632	109	477)	3%
rate				,

2018 average cost of debt: 0,51% (vs 2017 rate: 0,38%)

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

Annexes: financial data

FY 2018 financial results

2011-2018 financial comparison

 Income statement	Pag. 73
 Balance sheet	Pag. 74

9M 2019 financial results

Income statement

	IFRS 11	IFRS 11	IFRS 11	IFRS 11	IFRS 11	IFRS 11 restated
	2018	2017	2016	2015	2014	2013	2013	2012	2011
Revenues	581.652	532.792	497.689	581.655	585.300	667.837	854.334	1.078.038	1.099.241
(Cost of raw materials and consumables) (Cost of services) (Cost of personnel) (Other operating costs) Other operating income	(332.743) (114.827) (26.030) (28.372) 356	(270.577) (113.457) (24.855) (40.224) 731	(249.916) (107.503) (24.233) (21.377) 596	(346.431) (119.151) (21.573) (14.106) 591	(359.366) (107.740) (22.726) (15.914) 32	(473.469) (73.751) (22.822) (12.666) 1.146	(574.518) (133.442) (27.193) (14.337) 1.148	(780.822) (152.434) (25.442) (16.952) 247	(844.268) (124.572) (24.323) (13.522) 612
EBITDA	80.036	84.409	95.255	80.983	79.585	86.276	105.992	102.635	93.169
(Depreciations and amortizations) (Provisions)	(22.972) (1.964)	(22.585) (1.885)	(20.227) (2.891)	(20.029) (4.004)	(20.099) (6.819)	(18.273) (6.039)	(20.570) (8.548)	(22.116) (7.491)	(19.081) (7.372)
EBIT	55.101	59.939	72.137	56.950	52.667	61.964	76.874	73.027	66.717
/ Financial income (expenses) Evaluation of companies with equity method	(778) 8.553	(468) 7.398	(544) 7.750	(518) 7.449	(1.593) 4.453	(1.515) 6.468	(3.961) (262)	(6.916) (11.007)	(2.798) (22.425)
EBT	62.875	66.869	79.343	63.881	55.527	66.917	72.651	55.104	41.494
(Income taxes)	(16.376)	(17.617)	(22.401)	(18.519)	(18.194)	(25.807)	(31.541)	(29.509)	(33.874)
Earnings after taxes	46.499	49.252	56.942	45.362	37.333	41.111	41.111	25.595	7.620
Net income (loss) from discontinued operations	-	-	-	-	-	(71)	(71)	4.336	639
Net income	46.499	49.252	56.942	45.362	37.333	41.040	41.040	29.932	8.259
(Net of minorities) income	(1.874)	(2.117)	(3.307)	(2.349)	(1.750)	(2.361)	(2.361)	(2.067)	(1.993)
Net income of the Group	44.625	47.135	53.635	43.014	35.583	38.678	38.678	27.865	6.266

Balance sheet

	IFRS 11	IFRS 11	IFRS 11	IFRS 11	IFRS 11	IFRS 11 restated
	31/12/2018	31/12/2017	31/12/2016	31/12/2015	31/12/2014	31/12/2013	31/12/2013	31/12/2012	31/12/2011
Tangible assets Non tangible assets Investments in associates	32 .724 432 637 68 357	32 334 427 692 68 878	32 364 397 664 68 .738	34 987 397 418 68 078	36 614 394 .530 65 453	37 840 387 .500 72 421	39 277 447 898 1	40 .534 450 457	61 983 459 046
Other fixed assets	23 401	24 494	23 808	26 699	29 .555	39 687	44 351	- 29 817	- 26 .741
Fixed assets	557.118	553.397	522.574	527.182	526.152	537.449	531.527	520.808	547.770
Operating current assets (Operating liabilities) current (Operating liabilities) non current	219 660 (160 146) (51 245)	222 977 (156 .597) (49 411)	201 908 (138 003) (48 151)	223 482 (166 .793) (49 698)	229 095 (162 .548) (53 360)	204 066 (160 234) (54 .792)	275 864 (211 986) (61 126)	363 436 (261 175) (64 122)	381 684 (283 199) (82 466)
working capital Net	8.268	16.969	15.754	6.991	13.188	(10.960)	2.752	38.140	16.019
Total capital employed	565.386	570.367	538.328	534.173	539.340	526.489	534.278	558.948	563.789
equity Group shareholders	443.567	445.511	438.055	415.264	405.357	397.689	397.689	384.053	357.871
Minorities	4.303	4.989	6.154	4.873	4.310	4.989	4.989	4.765	4.696
financial position Net	117.517	119.867	94.119	114.037	129.673	123.810	131.600	170.130	201.221
Total sources	565.386	570.367	538.328	534.173	539.340	526.489	534.278	558.948	563.789

Annexes: financial data

• FY 2018 financial results
• 2011-2018 financial comparison

9M 2019 financial results

Consolidated results

 Ascopiave – Hera term sheet	Pag. 76
 9M 2019 consolidated income statement	Pag. 77
 Consolidated balance sheet at 30th September 2019	Pag. 78
Companies consolidated with full and with net equity consolidation method
Companies held for sale

On 17 June 2019, Ascopiave S.p.A. and Hera S.p.A. have signed a binding term sheet which regulates the terms of a complex operation that provides, among other things, the sale of the shareholdings held by the Ascopiave Group in Sinergie Italiane S.r.l. and in the companies active in the natural gas and electricity sale business Ascotrade, Ascopiave Energie, Blue Meta, Etra Energia and ASM Set to Estenergy S.p.A., a company currently owned by Ascopiave S.p.A. with a share of 49% of the share capital and by Hera Comm S.r.l. with a share of 51%.

Upon completion of the operation, the Hera Group will transfer to Estenergy S.p.A. their sale activities in the "Triveneto" and will acquire the control of the company, while Ascopiave will hold 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 agreement, the Ascopiave Group accounts the activities attributable to the companies being sold as activities held for sale, according to IFRS 5 international accounting principle.

In the 9M 2019 income stament, therefore, the results of the activities mentioned are highlighted in the item "net result of activities held for sale". In the balance sheet, the net balance of active and passive elements are instead highlighted in the item "net balance of activities held for sale".

In order to expose the variations of the results achieved by the activities held for sale 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.

9M 2019 consolidated income statement

(Thousand of Euro)	9M 2019	9M 2018	Chg	Chg %
Revenues	90.017	87.592	2.424	+2 8% ,
(Cost of raw materials and consumables)	(1 712)	(1 566)	(147)	+9 4% ,
of (Cost services)	(23 831)	(21 986)	(1 845)	+8 4% ,
(Cost of personnel)	(10 979)	(12 278)	1 299	-10 6% ,
(Other operating costs)	(24 477)	(19 618)	(4 859)	+24 8% ,
Other operating income	1 443	300	1 143	+381 1% ,
EBITDA	30.460	32.445	(1.985)	-6 1% ,
(Depreciations and amortizations)	(17 412)	(15 666)	(1 745)	+11 1% ,
(Provisions)	-	-	-	n.a.
EBIT	13.048	16.778	(3.730)	-22 2% ,
Financial income / (expenses)	(771)	(845)	75	-8 8% ,
(*) Evaluation of with method companies net assets	648	671	(23)	-3 4% ,
EBT	12.926	16.604	(3.679)	-22 2% ,
(Income taxes)	797) (4	787) (5	990	1% -17 ,
Earnings after taxes	8.129	10.818	(2.689)	-24 9% ,
Net result of activities held for sale	30 109	20 461	9 648	+47 2% ,
Net income	38.238	31.278	6.959	+22 3% ,
(Net income of minorities)	(1 823)	(1 308)	(515)	+39 4% ,
the Net income of Group	36.415	29.971	6.444	+21 5% ,

(*) Result of Unigas Distribuzione Gas, company consolidated with net equity consolidation method (data are considered pro-rata): Euro 0,6 mln (Euro 0,7 mln in 9M 2018).

Ascopiave Group – 6 77 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Consolidated balance sheet at 30th September 2019

(Thousand of Euro)	30/09/2019	31/12/2018	Chg	Chg %
(*) Tangible assets	35.084	32.724	2.361	+7,2%
(*) tangible Non assets	431.280	432.637	(1.357)	-0 3% ,
(**) Investments in associates	2	68.357	(68.355)	-100 0% ,
Other fixed assets	15.458	23.401	(7.944)	-33 9% ,
Fixed assets	481.824	557.118	(75.294)	-13 ,5%
Operating current assets	80.979	219.660	(138.681)	-63 ,1%
(Operating liabilities) current	(61.485)	(160.146)	98.661	-61 6% ,
liabilities) (Operating non current	(37.248)	(51.245)	13.997	-27 3% ,
Net working capital	(17.754)	8.268	(26.023)	-314 ,7%
Non held for sale current assets	260.242	-	260.242	n.a.
(Non liabilities held for sale) current	(109.963)	-	(109.963)	n.a.
balance of activities held for sale Net	150.279	-	150.279	n.a.
Total capital employed	614.349	565.386	48.963	+8 ,7%
Group shareholders equity	416.865	443.567	(26.702)	-6 0% ,
Minorities	4.456	4.303	154	+3 6% ,
financial position Net	193.028	117.517	75.511	+64 3% ,
Total sources	614.349	565.386	48.963	+8 ,7%

(*) 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: Unigas Distribuzione Gas, Euro 0,0 mln (Euro 21,5 mln as of 31st December 2018); sale companies, Euro 0,0 mln (Euro 46,8 mln as of 31st December 2018).

Annexes: financial data

FY 2018 financial results

2011-2018 financial comparison

9M 2019 financial results

Consolidated results

Companies consolidated with full and with net equity consolidation method

 Number of gas distribution users	Pag. 80
 Volumes of gas distributed	Pag. 81
 Economic data	Pag. 82
 Revenues bridge	Pag. 83
 EBIT bridge	Pag. 84
 Gas distribution tariff revenues	Pag. 85
 Other net operating costs	Pag. 86
 Number of employees	Pag. 88
 Cost of personnel	Pag. 89
 Capex	Pag. 90
 Net Financial Position and cash flow	Pag. 91
Companies held for sale

Companies consolidated with full and with net equity consolidation method (1)

(*) Data are considered pro-rata; (**) Number of gas distribution users of Unigas Distribuzione Gas as of 30th June 2019.

Companies consolidated with full and with net equity consolidation method (2)

(*) Data are considered pro-rata; (**) 6M 2019 volumes of gas distributed by Unigas Distribuzione Gas.

Companies consolidated with full and with net equity consolidation method (3)

Economic data

Companies consolidated with full consolidation method

(Thousand of Euro)	9M 2019	9M 2018	Chg	Chg %
Revenues	90.017	87.592	2.424	+2,8%
EBITDA	30.460	32.445	(1.985)	-6,1%
% on revenues	+33,8%	+37,0%
EBIT	13.048	16.778	(3.730)	-22,2%
% on revenues	+14,5%	+19,2%

Companies consolidated with net equity consolidation method (*)

(Thousand of Euro)	9M 2019	9M 2018	Chg	Chg %
	(**)
Revenues	3.964	6.355	(2.391)	-37,6%
EBITDA	1.483	1.863	(380)	-20,4%
% on revenues	+37,4%	+29,3%
EBIT	838	980	(142)	-14,5%
% on revenues	+21,1%	+15,4%

(*) Data are considered pro-rata; (**) 6M 2019 data of Unigas Distribuzione Gas.

Ascopiave Group – 6 82 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Companies consolidated with full and with net equity consolidation method (4)

Companies consolidated with full and with net equity consolidation method (5)

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

Ascopiave Group – 6 84 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Gas distribution tariff revenues

(Thousand of Euro) (*)	9M 2019	9M 2018	Chg	Chg %
Gas distribution tariff revenues	58.174	54.573	3.601	+6,6%
distribution Gas tariff revenues (A) Companies consolidated with full consolidation method	58.174	54.573	3.601	+6,6%
(Thousand of Euro) (*)	9M 2019	9M 2018	Chg	Chg %
distribution Gas tariff revenues (B) Companies consolidated with equity net consolidation method (**)	2.885 (***)	4.292	(1.407)	-32,8%
Gas distribution tariff revenues (A+B)	61.058	58.865	2.194	+3,7%

(*) Economic data before elisions; (**) Data are considered pro-rata; (***) 6M 2019 gas distribution tariff revenues of Unigas Distribuzione Gas.

Ascopiave Group – 6 85 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Other net operating costs

(Thousand of Euro)	9M 2019	9M 2018	Chg	Chg %
Other revenues	31.400	32.550	(1.150)	-3,5%
Other of raw materials and services costs Cost of personnel	(48.134) (10.979)	(42.400) (12.278)	(5.735) 1.299	+13,5% -10,6%
Other operating (A) net costs Companies consolidated with full consolidation method	(27.714)	(22.128)	(5.586)	+25,2%

Increase of other net operating costs: - Euro 5,6 mln

of which:

• decrease of cost of personnel: + Euro 1,3 mln;
• decrease of margin on energy efficiency tasks management: - Euro 4,0 mln;
• increase of gas distribution concession fees: - Euro 0,9 mln;
• decrease of CSEA contributions for security incentives: - Euro 0,8 mln;
• other variations: - Euro 1,2 mln.

Other net operating costs

(Thousand of Euro)	9M 2019	9M 2018	Chg	Chg %
Other (A) operating net costs consolidated with full Companies consolidation method	(27.714)	(22.128)	(5.586)	+25,2%
Other operating (B) net costs Companies consolidated with equity net consolidation method (*)	(1.402) (***)	(2.429)	1.027	-42,3%
Other operating (A+B) net costs	(29.116)	(24.557)	(4.559)	+18,6%

(*) Data are considered pro-rata; (***) 6M 2019 other net operating costs of Unigas Distribuzione Gas.

Companies consolidated with full and with net equity consolidation method (9)

(*) Data are considered pro-rata; (**) Number of employees of Unigas Distribuzione Gas as of 30th June 2019.

Companies consolidated with full and with net equity consolidation method (10)

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

Companies consolidated with full and with net equity consolidation method (11)

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).

Companies consolidated with full and with net equity consolidation method (12)

Ascopiave Group – 6 91 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Annexes: financial data

FY 2018 financial results

2011-2018 financial comparison

9M 2019 financial results

Consolidated results Companies consolidated with full and with net equity consolidation method Companies held for sale

	 Number of gas sales customers …	Pag. 93
	 Volumes of gas sold	Pag. 94
	 Number of electricity sales customers …	Pag. 95
	 Volumes of electricity sold	Pag. 96
	 Economic data	Pag. 97
	 Revenues bridge	Pag. 98
	 EBIT bridge	Pag. 100
	 Gross margin on gas sales	Pag. 102
	 Gross margin on trading gas sales	Pag. 103
	Gross margin on electricity sales	Pag. 104
	 Other net operating costs	Pag. 105
	 Number of employees	Pag. 107
	 Cost of personnel	Pag. 108
	 Capex	Pag. 109
	 Net Financial Position and cash flow	Pag. 110

Companies held for sale (1)

(*) Data are considered pro-rata.

Ascopiave Group – 6 93 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

(*) Data are considered pro-rata.

Ascopiave Group – 6 94 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Companies held for sale (3)

Number of electricity sales customers

(*) Data are considered pro-rata.

Ascopiave Group – 6 95 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Companies held for sale (4)

(*) Data are considered pro-rata.

Ascopiave Group – 6 96 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Economic data

Controlled companies

(Thousand of Euro)	9M 2019	9M 2018	Chg	Chg %
Revenues	387.982	360.152	27.830	+7,7%
EBITDA	38.219	25.057	13.162	+52,5%
% on revenues	+9,9%	+7,0%
EBIT	35.360	22.119	13.240	+59,9%
% on revenues	+9,1%	+6,1%

Jointly-controlled companies (*)

(Thousand of Euro)	9M 2019	9M 2018	Chg	Chg %
Revenues	57.211	52.454	4.757	+9,1%
EBITDA	6.584	5.960	624	+10,5%
% on revenues	+11,5%	+11,4%
EBIT	5.644	5.114	529	+10,3%
% on revenues	+9,9%	+9,8%

(*) Data are considered pro-rata.

Ascopiave Group – 6 97 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Companies held for sale (6)

Ascopiave Group – 6 98 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Companies held for sale (7)

(*) Data are considered pro-rata.

Ascopiave Group – 6 99 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Companies held for sale (8)

(*) For more details check out to slide at page 36.

Ascopiave Group – 6 100 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Companies held for sale (9)

(*) Data are considered pro-rata.

Ascopiave Group – 6 101 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Gross margin on gas sales

(Thousand of Euro) (*)	9M 2019	9M 2018	Chg	Chg %
Revenues from gas sales	260.339	246.410	13.929	+5,7%
(Gas purchase costs) (Gas distribution costs)	(147.669) (63.227)	(146.609) (59.543)	(1.060) (3.684)	+0,7% +6,2%
on gas sales Gross margin (A) Controlled companies	49.443	40.258	9.185	+22,8%

The increase of gross margin on gas sales of the controlled companies, equal to + Euro 9,2 mln, is manly due to:

• the redetermination of the coefficient k (res. 32/2019/R/GAS) for + Euro 8,2 mln;
• the gas settlement for + Euro 3,6 mln (negative result in the 9M 2018: Euro 2,1 mln; positive result in the 9M 2019: + Euro 1,5 mln).

Net of these effects, the margin showed a reduction, equal to - Euro 2,6 mln, due to both lower amounts of gas sold in the period and lower unit profit margins.

(Thousand of Euro) (*)	9M 2019	9M 2018	Chg	Chg %
Gross margin on gas sales (B) Jointly-controlled companies (**)	9.009	8.897	111	+1,3%
on gas sales Gross margin (A+B)	58.452	49.155	9.297	+18,9%

Gross margin on trading gas sales

(Thousand of Euro) (*)	9M 2019	9M 2018	Chg	Chg %
Revenues from trading gas sales	2.670	7.207	(4.537)	-63,0%
(Trading gas purchase costs) (Trading / capacity costs) gas transport	(2.750) 166	(6.928) (262)	4.178 428	-60,3% -163,4%
on trading gas sales Gross margin (A) Controlled companies	86	17	69	+401,5%

(Thousand of Euro) (*)	9M 2019	9M 2018	Chg	Chg %
Gross margin on trading gas sales (B) Jointly-controlled companies (**)	-	-	-	n.a.
on trading gas sales Gross margin (A+B)	86	17	69	+401,5%

Gross margin on electricity sales

(Thousand of Euro) (*)	9M 2019	9M 2018	Chg	Chg %
Revenues from elecricity sales	99.168	79.783	19.385	+24,3%
(Electricity purchase costs) (Electricity distribution costs)	(57.427) (35.052)	(45.786) (30.048)	(11.641) (5.004)	+25,4% +16,7%
on electricity sales Gross margin (A) Controlled companies	6.690	3.950	2.741	+69,4%

The increase of gross margin on electricity sales of the controlled companies, equal to + Euro 2,7 mln, is due to both higher amounts of electricity sold related to contextual increase in customers and higher unit profit margins.

(Thousand of Euro) (*)	9M 2019	9M 2018	Chg	Chg %
Gross margin on electricity sales (B) Jointly-controlled companies (**)	1.296	951	345	+36,3%
Gross margin on electricity sales (A+B)	7.987	4.901	3.086	+63,0%

Other net operating costs

(Thousand of Euro)	9M 2019	9M 2018	Chg	Chg %
Other revenues	6.018	6.343	(326)	-5,1%
Other of raw materials and services costs Cost of personnel	(16.555) (7.463)	(18.453) (7.058)	1.898 (405)	-10,3% +5,7%
Other operating (A) net costs Controlled companies	(18.000)	(19.167)	1.167	-6,1%

Decrease of other net operating costs: + Euro 1,2 mln

of which:

• increase of cost of personnel: - Euro 0,4 mln;
• increase of advertising and commercial costs: - Euro 0,2 mln;
• decrease of consulting costs: + Euro 0,3 mln;
• decrease of costs for application of IFRS 16: + Euro 0,2 mln;
• other variations: + Euro 1,3 mln.

Other net operating costs

(Thousand of Euro)	9M 2019	9M 2018	Chg	Chg %
Other (A) net operating costs Controlled companies	(18.000)	(19.167)	1.167	-6,1%
Other operating (B) net costs Jointly-controlled companies (*)	(3.720)	(3.888)	168	-4,3%
Other operating (A+B) net costs	(21.721)	(23.055)	1.335	-5,8%

(*) Data are considered pro-rata.

Ascopiave Group – 6 106 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Companies held for sale (15)

(*) Data are considered pro-rata.

Ascopiave Group – 6 107 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Companies held for sale (16)

Cost of personnel of the jointly-controlled companies (Sinergie Italiane excluded): Euro 1,9 mln.

Companies held for sale (17)

(*) 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).

Ascopiave Group – 6 109 th LOCAL UTILITIES and RENEWABLES – Milan, 14th January 2020

Companies held for sale (18)

Net Financial Position and cash flow Controlled companies

(Thousand of Euro)

Disclaimer

• 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 nopart 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.