Fnm — Environmental & Social Information 2023

Sep 1, 2023

Euronext | FNM Group Sustainability Week and Infrastructure & Energy Day

4-7 September 2023

The FNM Group

Key strategic initiatives

1H23 Economic & Financial Results

Strategic Plan Guidelines

Economic & Financial Targets 2021 – 2025

Appendix

Group Overview

• Established in 1877, FNM is the leading integrated sustainable mobility Group in Lombardy
• It is the first organization in Italy to combine Railway Infrastructure Management, Road Transport and Motorways
• The aim of the Group is to propose an innovative model to manage mobility supply and demand, designed to support optimization of flows as well as environmental and economical sustainability

• The Group's activities are divided into four main segments:

• FNM S.p.A. is a public company, listed on the Italian Stock Exchange since 1926

• It is one of Italy's leading non-state investors in the sector
• The reference shareholder is Regione Lombardia, which holds a 57.6% stake

Presence in Italy's most prosperous region

• GDP per capita among the highest in the EU, about 35% higher than the Italian average and 25% higher than the EU average¹
• Regional unemployment rate at 4.9%, far below the Italian and European average (8.1% and 6.2% respectively)¹
• One of the most developed production systems in Europe with more than 800K companies and one of the highest rates of entrepreneurship

Integrated multimodal mobility player:

• 1 Interconnected with major national and international hubs
• 2 Centered around the densely populated area of Milan
• 3 Diversified revenues, income profile and regulatory risk

1 –Source: Eurostat. Gross domestic product (GDP) at current market prices by NUTS 2 regions by Eurostat, last update 21/02/2023 Unemployment rates NUTS 2 regions from 15 to 74 years by Eurostat, last update 27/04/2023

Main financial highlights

Ro.S.Co & Services	Leasing of rolling stock in the local public transport (LPT) and freight logistics sector (mainly to Trenord and DB Cargo Italia) Corporate services to subsidiaries and management of the real estate assets of the Group Development of complementary digital platforms according to MaaC paradigm	98 Owned trains
Railway Infrastructure	Management of railway infrastructure in Lombardy on the basis of the concession expiring on 31 October 2060 Intermodal terminal management and real estate development in freight logistic sector	330 Km Railway Network
Road Passenger Mobility	LPT road transport in Lombardy (Province of Varese, Brescia and Como) and Veneto (Province of Verona) Train replacement services for Trenord Electric car-sharing service	702 Buses into service
Motorways	Management of motorway infrastructure trough a concession expiring in 2028 Highway from Milan to Serravalle Scrivia (A7 86Km) • Milan West, East and North ring roads (A50 33Km, A51 29Km, A52 19Km) • Pavia West ring road (A54 9Km) and Bereguardo-Pavia motorway link (A53 8Km) •	185 Km Motorway Network

1 – includes the indirect participation in TILO SA (50% controlled by Trenord and 50% by Swiss Federal Railways SBB) 2 – FNM owns 22.55% of Tangenziali Esterne di Milano S.p.A. which holds a single shareholding equal to 48.4% of the capital of the highway concessionaire Tangenziale Esterna S.p.A. 3 – FNM owns 50% of Omnibus Partecipazioni S.r.l. wth Arriva Italia, holding company which in turn owns about 49% of ASF Autolinee. The remaining 51% is held by S.P.T. Holding S.p.A. whose shareholders are local public entities; 4 – BFF owns 95% of BFF. CH SA

Among the most important LPT railway players in Europe excluding the National train operators

The NEW 2023-2033 Public Service Contract with Regione Lombardia

• Public Service Contract (PSC) for public rail transport with Regione Lombardia covering the period 2015-2020 (extended until signing of new PSC and, in any case, no later than 30 November 2023 to allow for the completion of required administrative procedures) published draft of new 2023-2033 PSC³ , positively reviewed by ART and currently in the late stage of the approval process
• New regulatory regime set by ART model⁴ : net cost methodology with a price-cap yearly dynamic, allowing the recovery of efficient operating costs and "reasonable profit"
• Incorporates updated estimates about the cost of raw materials and energy products (traction electricity/fuels)
• Allocation of responsibilities (Risk Matrix): variations deriving from external or regulatory factors (e.g. inflation, energy costs, legislative and tariff changes) shall be born by Regione Lombardia, which must ensure the economic equilibrium of the contract (updated annually)
• The largest contract ever signed by Regione Lombardia: committed €5.4bln of public contributions funded by both Regional and National budget

The FNM Group

Key strategic initiatives

1H23 Economic & Financial Results

Strategic Plan Guidelines

Economic & Financial Targets 2021 – 2025

Appendix

Introducing hydrogen into a path of energy transition is a strategic development area for the FNM Group

H2iseO Hydrogen Valley

A sustainable mobility system in Val Camonica along the Brescia-Iseo-Edolo non-electrified railway line, gateway to the Milano-Cortina 2026 Winter Olympic Games

1 – €80.1mln financed through the Programme Agreement (DGR XI/7329 of 14/11/2022) and €97.2mln with resources envisaged by the NRRP (MIT Decree n° 144 of 31/03/2023), funds made available by Regione Lombardia to FERROVIENORD 2 – Willingness of FNM to finance the 8 additional hydrogen trains for €114.3mln, additional NRRP resources could be made available for train financing

3 – Source of financing to be defined

SerraHydrogenValle

Realize 5 Hydrogen Refueling Stations (HRS) along the A7 Milan-Genoa highway and A50-A51 ring roads, built in areas under concession to MISE (3 sites decommissioned Service Areas, 2 sites former Toll Booths)

• Organic and systemic project for the area served by MISE:
• i. urban distribution serving the entire metropolitan area of Milan;
• ii. flows related to Port of Genoa/Milan Logistics Region/Po Valley;
• iii. part of the Genoa-Switzerland/Austria/Germany freight corridor (development of the Port of Genoa as a European gateway)
• Optionality to build more
• The deadline for the completion of the work is 2025, within the NRRP timeframe

1 – EU action grant of €13.7mln through participation Connecting Europe Facility in the call "CEF Transport 2021 for Alternative Fuels Infrastructure Facility"

2 – HRS of Carugate East, Carugate West and Tortona West are financed by NRRP funds equal to €15.0mln (Art. 15 of Directorial Decree no. 113 of 10 November 2022)

3 – Bank loan of €4.7mln, a condition of the grant associated with the CEF program is co-financing by a financial intermediary

FILI is one of the largest regeneration projects in Europe

A new approach to mobility proposition built around existing services but tailored to the needs of specific communities

• Comprehensive mobility concept involving the integration of multiple public and private transportation services accessible through a single digital intermediary platform, which combines various functionalities and ensures different travel alternatives
• Empower travelers by allowing them to choose the most suitable, convenient, and sustainable transportation combination, including among different operators, so as to improve the efficiency of the journey
• Developing a One Stop Shop mobility solution provider

Mobility as a Service Mobility as a Community

• MaaC is a possible evolution of MaaS
• Both MaaS and MaaC offer travelers mobility solutions based on their mobility needs
• MaaC improves accessibility to services and related transportation according to the Community approach (specific groups having the same interests)
• MaaC delivers for each Community an integrated transport framework based on existing services mixed with customized services

The innovative transportation solution that simplifies the mobility of communities

FlexyMob is the first online platforms to custom-build mobility services to reach and visit a location (stadiums, fairs, business event ...)

SERVICES

Aggregate mobility solutions into a single customized platform

LARGE EVENTS

• B2C services
• B2B services for accredited users with dedicated login area

CORPORATE^m

Mobility solutions for home-to-work travel

Business description Main Events 2022/2023

EUROBASKET

Bus, Parking, Car Sharing, Train/Metro, Taxi Team bus, Shuttle hotel

MILANO

MARATHON Bus, Parking, Car Sharing, Train,

Charter, Taxi

CORTINA SKI WORLD CUP Traffic information, Parking, Skipass, Hotel, Charter

FNM invested €1.0mln for a 40% stake in BusForFun in 2020/2021

The best online reputation in the target market

out of +1000 verified reviews

Business description

• BusForFun is the first mobility company that organizes and manages transportation during events with a community model based on experiences, data and sustainability
• FNM becomes the industrial partner for one of the most promising Italian startups in the mobility field working alongside it in developing innovative solutions capable of responding to new mobility needs, both to people and to companies

1 B2C SERVICES

• BusForFun Event & Leisure
• WeTheFun

2 B2B SERVICES

• MaaC | FlexyMob
• BusForFun Business
• Mass Events

FNM invested €2.5mln for a 33% stake in Sportit in 2021

Business description

220,000 Registered users

500+

• Technology is designed to be able to integrate any service related to mobility for leisure: create and manage marketplaces dedicated to specific communities, including white label serving third-party partners

platform dedicated to winter sports tourism

platform dedicated to the world of cycling tourism

• Sportit #67 among the 1,000 companies with the highest revenue growth in Europe in 2023 and #3 overall in the "Leisure " segment for the Financial Times

The FNM Group

Key strategic initiatives

1H23 Economic & Financial Results

Strategic Plan Guidelines

Economic & Financial Targets 2021 – 2025

Appendix

IH 2023 Financial Highlights

– Excluding the effects of the sale of La Linea/Martini Bus and car sharing public contribution in 1H2022 (see IH 2023 financial results presentation for details)

Mobility demand in the period

Recovery of demand across all segments: Motorways in line with 2019, but LPT still below pre-pandemic levels

Revenues and Adj. EBITDA by segment

EBITDA growth underpinned by traffic recovery and new TILO/TAF trains, despite negative effect of the sale of La Linea/Martini and the loss of public contribution on car sharing

REVENUES (€ mln)	IH 2022	IH 2023	Δ€	Δ%
Ro.S.Co. & Services	38.6	42.2	3.6	$+9.3%$
Railway infrastructure	71.5	76.1	4.6	$+6.4%$
Road passenger mobility	68.7	52.2	(16.5)	$-24.0%$
Motorways	133.6	144.7	11.1	$+8.3%$
Intercompany	(18.4)	(13.6)	4.8	n.m.
Total	294.0	301.6	7.6	$+2.6%$
Adj. EBITDA (€ mln)	IH 2022	IH 2023	Δ€	Δ%
Ro.S.Co. & Services	20.8	22.1	1.3	$+6.3%$
Railway infrastructure	8.7	4.8	(3.9)	$-44.8%$
	5.0	3.1	(1.9)	$-38.0%$
Road passenger mobility			11.1	$+18.8%$
Motorways	58.9	70.0

$L$ IKE-FOR-LIKE 1
REVENUES (€ mln)	IH 2022	IH 2023	Δ€	Δ%
Ro.S.Co. & Services	38.6	42.2	3.6	$+9.3%$
Railway infrastructure	71.5	76.1	4.6	$+6.4%$
Road passenger mobility	52.5	51.5	(1.0)	$-1.9%$
Motorways	133.6	144.7	11.1	$+8.3%$
Intercompany	(11.7)	(13.4)	(1.7)	n.m.
Total	284.5	301.1	16.6	$+5.8%$
Adj. EBITDA (€ mln)	IH 2022	IH 2023	Δ€	Δ%
Ro.S.Co. & Services	20.8	22.1	1.3	$+6.3%$
Railway infrastructure	8.7	4.8	(3.9)	$-44.8%$
Road passenger mobility	2.1	2.8	0.7	$+33.3%$
Motorways	58.9	70.0	11.1	$+18.8%$
Total	90.5	99.7	9.2	$+10.2%$

From Adj. EBITDA to Net Result

Positive consolidated net result thanks to positive operating income performance and improved result of companies consolidated at equity

1H 2023 Capex analysis

Lower investments mainly driven by delay in TAF revamping, expected capex acceleration in 2H 2023

$\epsilon$ mln	IH 2022	IH 2023	Δ€
Ro.S.Co. & Services	40.2	7.8	(32.4)
Railway infrastructure	1.8	3.0	1.2
Road passenger mobility	13.6	17.4	3.8
Motorways	23.6	16.2	(7.4)
Gross CAPEX financed by FNM Group	79.2	44.4	(34.8)
Railway infrastructure CAPEX financed by RL	23.6	67.2	43.6
Total CAPEX gross of public contributions	102.8	111.6	8.8

Consolidated Cash Flow

Positive cash flow generation, sale of La Linea/Martini and dividends from Associates drive free cash flow of the period

Net Financial Position evolution

NFP in line with expectations and within rating agencies requirements

Gross debt composition at 30 June 2023

1 – Excluding debt for funded investments for €83.1 million 2 – Only on bank debt and bond

3 – Include the surplus of grants for funded investments in railway infrastructure, rolling stock other than the «2017 – 2032 Programme» and motorway infrastructure collected ahead of the State of Work Progress accrued on such investments

FY 2023 Outlook

Guidance confirmed, strong results on track to achieve FY23 guidance

Revenues	$+1\% - 5\%$ YoY +2% - 7% excluding La Linea/Martini Bus and €1.8 mln contribution to E-Vai
Adj. EBITDA	$+1\% - 5\%$ YoY +2% - 7% excluding La Linea/Martini Bus and €1.8 mln contribution to E-Vai
Adj. EBITDA Margin	In line with 2022
Adj. NFP	€700-750 mln, within rating agencies requirements Gross CAPEX with FNM funds -10% / -20% YoY
Adj. NFP / EBITDA	$3.5x - 4.0x$

The FNM Group

Key strategic initiatives

1H23 Economic & Financial Results

Strategic Plan Guidelines

Economic & Financial Targets 2021 – 2025

Appendix

Strategic Plan

MOBILITY – Confi rmation of the central role of rail LPT, strengthening of positioning in road LPT, development in integrated multimodal and last mile mobility, positioning as the Mobility Partner of communities, businesses, events and major projects, confi rmation of its presence in the freight transport sector.

INFRASTRUCTURE - Management and development of the rail network, stations and interchange hubs, consolidation in the motorway infrastructure business, development of logistics terminals. PEOPLE/COMMUNITIES - Development of supply and demand management platforms consistent with MaaS/MaaC paradigms, development of FNM's payment institution (FNMPAY), a start-up launched in 2020.

FLEETS - Confirmation of the centrality of Ro.S.Co. for the passenger and freight railway market, introduction of fleets with lower environmental impact for rail and road transport, electrifi cation of fl eets (including hydrogen as an energy carrier).

THE 4 ENABLING ELEMENTS

Innovation and Data Management Governance, Ethics and Culture of Sustainability Well-Being of Employees

Integration of ESG Principles in Strategic Guidelines (1/2)

Pillars	Strategic Guidelines	Segment
Mobility	 Consolidate the central role of LPT on rail  Strengthen the positioning in LPT on road  Develop integrated multimodal and last mile mobility  Position the Group as Mobility Partner for communities, companies, events, large projects  Confirm presence in the freight transport sector
Infrastructure	 Manage and develop the rail infrastructure, stations and rail-road interchange nodes  Consolidate motorway infrastructure business  Develop logistic terminals
Fleet	 Consolidate FNM's role as an Asset Company (Ro.S.Co .) in the passenger and freight rail transport market  Develop lower environmental impact fleets for rail and road transport  Electrification of the fleets/hydrogen
People and Community	 Develop supply and demand management platforms consistent with the MaaS (Mobility as a Community)1 Service) and MaaC (Mobility as a  Develop FNM's payment services through FNMPay S.p.A., a start up company launched in 2020

Integration of ESG Principles in Strategic Guidelines (2/2)

Enablers	Strategic Guidelines	Segment
Innovation and data management	 Data-based approach as a driver to support the growth and innovation of the services offered  New digital strategy for company's processes  Continuous innovation to keep the Group up with the technological state of the art
Energy efficiency and emissions reduction	 Introduction of hydrogen as an energy vector  Investments in innovative energy projects and reduction in consumption and emissions  Urban regeneration projects to improve environmental performance and the use of scarce land resources  Promote the utilization of sustainable mobility among employees
Governance, ethics and sustainability	 Spread a corporate culture of ethics, legality, sustainability and efficiency  Tax risk management and definition of the Tax Control Framework  Develop projects and initiatives in collaboration with external partners, in particular with third sector entities  Continue with the implementation of the MBO system related to the achievement of the sustainability targets
Attraction, enhancement and well being of employees	 Support the development of employee's skills and efficiency  Support the continuous improvement of the health and safety management system  Ensure the continuous development of welfare initiatives and flexible working in line with expectations

Strategic plan targets across the sustainability pillars

Pillars	Targets	Metrics	2021	2022	Target 2025
	the motorway business Entry in	Vehicles-km driven on the motorway/year	2.6 bln vkm	3.0 bln vkm	3.1 bln vkm
	Strengthening of road LPT	services/year Passengers transported by bus	48.2 mln pax	59.0 mln pax	80 mln pax
Mobility	Central role of rail LPT	Trenord/year Passengers transported by	116.3 mln pax	151 mln pax	>180 mln pax
	Integrated mobility and last mile	(hours/year) Car sharing rentals	93,499	 286,428	250,000
	Rail infrastructure, nodes and stations	Managed on rail infrastructure and for refurbishment investments stations	€58 mln	mln €121 (cum 21-22)	21-25)1 (cum ~€700 mln
Infrastructure	Rail infrastructure, nodes and stations	Areas interested by urban (FILI project) regeneration	0	220,000 m2	m2 2 mln
	Central role of RoSCo in the rail sector	New trains in operation	3	7 (cum 21-22)	222 (cum 21-25)
Fleets	Bus fleets	% of the bus fleet fuelled by gas, hydrogen, electricity or Euro 6 diesel fuel and higher o/w electrified (including hydrogen)	39% 0%	50% 3%	58% 13%
People/Community	partner (MaaC3 Mobility )	Communities/projects/entities served with B2B and B2C criteria; communities cross fertilization	6	14	>15 (cum 21-25)

1 – estimates, including optimization assumptions

2 – plus 4 additional trains being supplied and related to previous orders

3 - Mobility as a Service (MaaS) and Mobility as a Community (MaaC)

Strategic plan targets across the sustainability enablers

Enablers	Targets	Metrics	2021	2022	2025 Target
Innovation and data management	Continuos innovation	Resources for technological/digital R&D projects	€4.1 mln	€5.1 mln (cum 21-22)	€ 11 mln (cum 21-25)
efficiency Energy	Emissions and consumption reduction	CO2 emissions Scope 1 and 2 / revenues	70.4 ton Co2 eq/€	68.4 ton Co2 eq/€	48 ton Co2 eq/€
and emissions reduction	Emissions and consumption reduction	Energy from green sources utilized for corporate consumption and services along the infrastructure managed by the Group	51.0%	47.0%	100%
	MBO definition	% of directors with sustainability linked MBOs	67.0%	 100.0%	51%
Governance, ethicsand sustainability culture	Corporate culture	Whistleblowing tool	Finalization stages	 Designed and finalized web-based tool, with activation scheduled 1 for first quarter 2023	By IH22
	Tax risk control and Tax control framework	Activation and maintenance of a control and transparency tool for tax risk management	Project ongoing	Prepared the Tax Strategy and the Tax Compliance Model. In the process of defining the roles and responsibilities for voluntary adherence to the "Cooperative compliance" institution	By 2022
Attraction, valorisation and wellbeing of employees	Competencies development	Business continuity plan introduction	Project ongoing	Regulations for crisis communication management drafted. Dedicated information and training sessions are being planned	By 2025

EU taxonomy eligible activities at 31December 2022

	Total $(\epsilon m \ln)$	% Aligned activities	% Eligible activities	% Non eligible activities
Revenues	597.5	0%	90.9%	9.1%
OPEX	637.5	0%	88.0%	12.0%
CAPEX	92.2	0%	95.0%	5.0%

The FNM Group

Key strategic initiatives

1H23 Economic & Financial Results

Strategic Plan Guidelines

Economic & Financial Targets 2021 – 2025

Appendix

Strategic plan assumptions: mobility demand evolution

Compared to strategic plan assumptions, MISE is well on track, bus transport is showing a slower recovery and Trenord is over performing

Main economic highlights of 2021-2025 Strategic Plan

	2021-2025 Strategic Plan1
Revenues	€481mln	≈ €680mln	+7%
	2020 PF	TARGET 2025	CAGR '20-25
Adj. EBITDA	€151mln	≈ €250mln	+11%
	2020 PF	TARGET 2025	CAGR '20-25
Adj. Net Result2	€35mln	≈ €50mln	+7%
	2020 PF	TARGET 2025	CAGR '20-25
Adj. NFP3		€740-780mln TARGET 2025
Adj. NFP / EBITDA		3.0x TARGET 2025
Proposed dividend	2.3 €c	4.1 €c	+16%4
distribution (DPS)	2021	TARGET 2025	CAGR '21-25

1 - 2020 Proforma data as provided with 2021-2025 Strategic Plan issue, actual FY2020 data may slightly differ due to IFRS adjustments

2 - Adj. Net Result: represents the net result for the period before the result of the companies valued with the equity method

3 - Adj. NFP: NFP excluding the impacts of the timing of the collections of the contributions on financial investments for the renewal of the railway rolling stock and of the related payments made to suppliers, recognized in accordance with IFRIC 12

(assumed equal to €50mln per year in 2021-25). 4 - calculated based on 2021 proposed DPS

Investments

Mainly for motorway infrastructure and rolling stock; bus fleet renewal and development of the freight logistics infrastructure

Lower capex than expected in 2021-2023 mainly due to delays in revamping of existing rolling stock fleet and in motorway infrastructure upgrades. Lower investments in freight logistics infrastructure.

Ro.S.Co. & Services

• Investments in new rolling stock with low environmental impact (electric and hydrogen fuelled trains)
• Revamping of existing fleet and locomotives
• Capitalization of cyclical maintenance

Railway infrastructure

• Mainly real estate development of freight terminals and logistic infrastructure

Road passenger mobility

• Renewal of the bus fleets with more efficient, electrified vehicles (including hydrogen)

Motorways

• Completion of the Rho-Monza section and other upgrading

CAPEX for the development of Fili Project and for the construction of hydrogen production plants are not included

2 – including PNRR contributions for electricity fuelled and hydrogen bus fleet

The FNM Group

Key strategic initiatives

1H23 Economic & Financial Results

Strategic Plan Guidelines

Economic & Financial Targets 2021 – 2025

Appendix

Group Structure

1 – Include also Nord Energia, currently under liquidation included in Ro.S.Co. & Services segment 2– Companies managing complementary digital platforms, allowing the implementation of Mobility as a Community (MaaC) paradigm. Sportit is active under the brands Snowit and Bikeit. 3 – Companies operating in the freight mobility and logistics sector, at present included respectively in the Railway Infrastructure and Ro.S.Co. & Services segments. Malpensa Distripark is in a start-up phase. 4 – Company operating in Road Passenger Mobility but considered in the Ro.S.Co. & Services segment for the purposes of preparing the financial statements.

Regional railway service in Lombardy at a glance

Ro.S.Co. & Services

ROLLING STOCK COMPANY & CORPORATE SERVICES

• Purchasing and leasing of rolling stock to its investees, primarily Trenord and DB Cargo Italia (DBCI);
• Providing administrative and ICT services to its subsidiaries
• Managing real estate assets of the FNM Group, including the Fili project
• Promoting the H2iseO project, for the development of a Hydrogen Valley in Valcamonica starting from the use of hydrogen in local public transport
• Developing complementary digital platforms according to MaaC paradigm both trough internal development and equity shareholdings in start-ups

Rolling Stock	Lessee	Nr.	NAV @31/12/2022
TAF	Trenord	25	9.3
TSR	Trenord	19	151.4
CSA	Trenord	8	25.3
CORADIA	Trenord	10	54.6
TILO	Trenord	9	87.5
Train sets		71	328.1
E 483	DBCI	8	12.2
DE 520	DBCI (10) Trenord (4)	14	2.8
E 474	DBCI	1	1.8
EFFISHUNTER 1000	Trenord	4	7.3
Locomotives		27	24.1
Total trains		98 1	352.2

Financial Highlights 2019 2020 2021 2022 82.6 81.8 77.1 82.1 REVENUES (€mln) ADJ. EBITDA (€mln) 2019 2020 2021 2022 52.2 54.3 46.2 45.5 63.2% 66.4% 59.9% 55.4%

1H 2023 financial results

Strategic JV with Trenitalia in Lombardy

• Incorporated in 2011, Trenord is one of the most important operators of suburban and regional local public rail transport in Europe, both in terms of size and in terms of service capillarity: 460 stations, 2.000 kilometers of rail network, 77% of Lombardy's municipalities within a 5-km radius serving 92% of citizens. Trenord also operates passenger services on the Milan rail link (Passante Milanese) as well as the connections with Canton of Ticino (CH), through TILO (50% owned jointly with the Swiss Federal Railways) and operates the Malpensa Express airport connection to the Malpensa International Airport
• The activity is regulated through a Public Service Contract (PSC) with Regione Lombardia (relative to 2015-2020 period and extended until signing of new PSC and, in any case, no later than 30 November 2023). The renewal for the 10 years period starting from 2023 is in the late stage of the approval process (see slide 9)
• Trenord operates more than 400 trains leased from FNM Group, Trenitalia and Regione Lombardia with a production for LPT services of 38.8mln trains-km in 2022

LOCAL RAIL PUBLIC TRANSPORT IN LOMBARDY			Highlights
Incorporated in 2011, Trenord is one of the most important operators of suburban and regional local public rail transport in	€mln (post-IFRS)	2019	2020	2021	2022
Europe, both in terms of size and in terms of service capillarity: stations,	Revenues	831.7	703.0	760.1	831.9
2.000 kilometers of rail network, 77% of Lombardy's municipalities within a 5-km radius serving 92% of citizens.	o/w Covid contributions		80.4	98.3	33.8
also operates passenger services on the Milan rail link (Passante Milanese) as well as the connections with Canton of	EBITDA	202.1	153.2	145.8	159.8
(CH), through TILO (50% owned jointly with the Swiss Railways) and operates the Malpensa Express airport	EBITDA Margin%	24.3%	21.8%	19.2%	19.2%
to the Malpensa International Airport	EBIT	10.0	(33.0)	(26.0)	(15.1)
is regulated through a Public Service Contract (PSC) Regione	EBIT Margin %	1.2%	n.m.	n.m.	n.m.
Lombardia (relative to 2015-2020 period and signing of new PSC and, in any case, no later than	Net Result	3.7	(7.0)	0.1	1 (9.5)
2023). The renewal for the 10 years period starting the late stage of the approval process (see slide 9)			Traffic Performance
operates more than 400 trains leased from FNM Group, and Regione Lombardia with a production for LPT 38.8mln trains-km in 2022	197 199	+2% CAGR 209 202	214	Corresponding to >800k pax/working day

1 – The net result is affected by (i) still pending contributions to compensate for lower revenues due to the effects of the pandemic – already quantified for the remainder of the year 2021 alone in more than €30mln and (ii) from the unrecovered damages resulting from the interruption that occurred in the summer on part of the Passante Milanese, with an estimated damage of at least €10mln.

Railway Infrastructure

Railway Infrastructure

INFRASTRUCTURE AND TRAFFIC MANAGEMENT

Key infrastructural operator in Lombardy, under a PSC in charge of the management, maintenance and modernization of 330 km of railway network and 115 stations serving passengers¹ in the provinces of Milano, Varese, Como, Novara, Monza and Brescia, enabling the circulation of 780 trains/day, corresponding to 9.6mln trains-km and 230.000 passengers/day

NETWORK DEVELOPMENT AND PROCUREMENT AGENT

Infrastructure renovation and development activities under a "Programme Agreement" which regulates capex planning, remuneration and extraordinary maintenance activities (see details on slide 48)

Procurement agent of rolling stock on behalf of Regione Lombardia (see details on slide 48/49)

FREIGHT LOGISTICS AND TERMINAL MANAGEMENT

The segment includes freight logistics activities operated by Malpensa Intermodale and Malpensa Distripark (still in start up phase), respectively involved in the management of the Sacconago Terminal and in the real estate development of the areas adjacent to the Terminal

An infrastructure serving densely populated metropolitan areas

from/to Milano Cadorna during peak hours

Railway infrastructure - Contractual framework

Ferrovienord is granted the right to: (i) use, manage and operate specific parts of the regional railway network; (ii) manage the acquisition of the fleet (on a non-exclusive basis) required for the regional train services on behalf of Regione Lombardia, which provide the relevant instructions and funds for the purchase.

NORD_ING is in charge for the network maintenance and development works.

Regione Lombardia may request the early termination in the event of serious and persistent violations of the obligation deriving from the concession.

The concessionaire is in any case required to guarantee continuity of the service for 36 months with recognition of the expenses incurred.

At expiration date, Ferrovienord will have to give back to Regione Lombardia all the assets and the rolling stocks purchased with Regione Lombardia grants.

Approval law: R.L. n° X/4823 of 15 February 2016 Expiry date: 31 October 2060

Concession Programme Agreement Service Contract Purchase Programme

The Programme Agreement ("PA") defines the activities to be carried out for i) the railway infrastructure renovation / development and ii) the extraordinary and ordinary maintenance. The Agreement also defines the funding needs, primarily based on a medium term investment plan.

The financial coverage of the activities in question derives for the most part from EU, State and Regional resources, provided by RL through the reimbursement of all costs incurred, consistently with WIP status, and a flat-rate reimbursement of the so-called "technical expenses" and "general expenses" calculated on a percentage basis of the value of

At 31 December 2022, the total financial resources allocated to the PA were equal to €1,553mln.

the works completed.

The Public Service Contract ("PSC") governs the specific conditions and terms, to carry out the management and ordinary maintenance of the railway infrastructure, as well as of the activities concerning the purchase and management of the rolling stock (see "Purchase Programme") made available to Trenord on behalf of RL, in line with the principles and obligations established in the Concession.

The PSC regulates the contribution due to FN by RL for the services provided, aimed at offsetting the cost items that the law does not intend to be covered by the fees paid by the railway operator for the use of the infrastructure or by other commercial revenues.

Renewed for the period 1 January 2023 - 31 December 2027 (conditions described in paragraph 9.2 of the 2022 Annual Report).

The Agreement is subject to the validity of the Concession. In case the latter may be revoked, the PSC will be resolved

Approval law: R.L. n° XI/7543 of 15 December 2022 Expiry date: 31 December 2027

Regione Lombardia (RL) has authorized FN to purchase, manage, maintain and store new rolling stock on behalf of the Region, to be allocated to railway companies holding a service contract with the Region, with a commitment to complete the supplies by 2025.

The program envisages the purchase of 214 trains for a total amount of €1,740mln, fully covered by the Regional budget. In

consideration of the additional resources allocated by RL, FN requested the voluntary cancellation of the €650mln loan originally granted by the EIB to manage the funding gap between expected deliveries and Regional contributions, still completely unused.

The services are provided against payment of a fee set at 1% of the amount of the train supply contracts as remuneration of the charges for general contract management expenses.

Approval law: R.L. n° X/6932 of 24 July 2017; n° XI/1619 of 15 May 2019; n° XI/3531 of 5 August 2020; n° XI/6841 of 2 August 2022; DGR n° XI/7767 of 28 December 2022 and n° XII/219 of 3 May 2023

49

and n° XI/5589 of 23 November 2021 Expiry date: 31 December 2027

Approval law: R.L. n° X/5476 of 25 July 2016

Rolling Stock Purchase Programme for Regione Lombardia¹

30 Regional trains diesel "Colleoni"- Stadler

123 High-capacity suburban trains "Caravaggio/Rock" - Hitachi

61 Medium capacity regional trains "Donizetti/Pop" - Alstom

Regione Lombardia has launched an investment program to purchase 214 new trains by 2025 for a total of €1.7bln. The program is broken down as follows:

• Investment Plan 2017-2024 worth €1,389mln for the purchase of 153 new trains for rail service to which an additional 15 trains have been added, thanks to the optimization of the procurement process. The plan thus includes 168 new trains, divided into three types: 97 high-capacity "Caravaggio/Rock," 41 medium-capacity "Donizetti/Pop" and 30 "Colleoni". Tenders were announced in late 2017 and awarded in 2018. 86 trains have been delivered according to current schedule at 31 December 2022;
• Purchase of an additional 46 trains for €351mln (a.k.a. the "Marshall Plan"): additional 26 Caravaggio trains and 20 Donizetti trains, to enhance service on the Milan/Sondrio/Tirano and Milan/Aeroporti routes ahead of the 2026 Winter Olympics. Entry into service will be around 2024-2025.

Fleet evolution²

• Increase in the average number pax/day from 800k in 2019 to 1mln by 2031
• Reduction in the fleet average age from 19 to 11 years Improved quality of the service and comfort for passengers + Reduction of energy consumption and use of recyclable material

1 – On behalf of Regione Lombardia Ferrovienord is engaged in purchasing, managing, maintaining and storing new rolling stock, to be allocated to railway companies holding a service contract with the Region, with a commitment to complete the supplies by 2025 (see slide 48 for additional details). 2 – Delivery programme updated at 15 June 2023. Pursuant to the combined provisions of DGR n° XI/7767 of 12/28/2022 and n° XII/219 of 05/03/2023, Regione Lombardia authorized Ferrovienord to: (a) reduce by 8 units the total number of Caravaggio trains to meet the increase in supply costs, (b) acquire 8 airport trains reducing to 8 trains those to be acquired on the subsequent sixth application contract to be signed.

The Sacconago Terminal

Malpensa Intermodale – company established at the end 2018, involved in the development and management of the freight terminal in Sacconago, close Malpensa airport.

Malpensa Distripark – company established in 2019, involved in the real estate development of the terminal areas owned by the Group

Area	Total 48.000 sqm, of which: • 74% intermodal area • 26% offices, maintenance and access area
Development	200.000 sqm of area potentially available for further development of the services and logistic activities
Handling	900+ containers/week
Main interconnections	Rhine-Alps (Sempione and Gottardo)
Management	Freight trains (#2 operating tracks of 600m; #1 arrival and departure track of 695m; #2 electrified pick-up and delivery tracks of 625m; an entirely electrified shunt line with a length of 650m)

Railway Infrastructure - 1H 2023 financial results

Road Passenger Mobility

Road passenger mobility

ROAD LPT AND TRAIN REPLACEMENTS

FNM Autoservizi (FNMA) performs extra-urban public road transport services in Lombardy, in particular in the provinces of Varese, Brescia and Como. FNMA also operates, train replacement services on behalf of Trenord. The fleet consists of 158 buses (of which 83% new generation¹ ) with an average age of 10.3 years

ATV provides urban public transport in the Municipalities of Verona and Legnago and extra-urban services throughout the Province of Verona. The fleet consists of 544 buses (of which 54% new generation¹ ) with an average age of 13.8 years

ELECTRIC CAR SHARING

E-Vai manages the first region-wide electric car-sharing service integrated with rail transport. The fleet consists of 392 cars suitable for the transport of 4/5 people, featuring latest-generation vehicles with a low environmental impact, almost all of which are electric. Thanks to the 307 E-Vai Points, the cars can be found in strategic places (3 airports, 46 rail stations) in 106 municipalities in Lombardy. E-Vai offers services not only for citizens, but also for private and public companies, as a tool for improvement and reduction of the costs of corporate mobility

FNMA ATV

Mln passengers transported

Road passenger mobility - Regulatory framework

EU and Italian regulatory framework

• EU Regulation n° 1370/2007 (amended by EU Regulation n° 2016/2338) sets the rules national and international operation of public passenger transport services by rail and road, including award of public service contracts (PSC) and "reasonable profit" principle;
• Decree-law n° 422/1997, n° 50/2017 (Art. 27 - 48) regulate LPT transportation at national level, transferring all the competencies at regional authorities: established "Bacini di mobilità" based on socio-economic characteristics of the territory;
• New tender procedures to be finalized by the relevant authorities for the awarding of the services, as required under Regulation n° 1370/2007;
• Draft and structure of new PSC subject to Transportation Regulation Authority (ART): Deliberation n° 48/2017, n° 120/2018 and n° 154/2019. Remuneration for road transportation set by the ART currently at a nominal pre-tax WACC of 7.26% (Deliberation n° 49/2023)

Road passenger mobility - Contractual framework

Entity	Awarding Body	Contractual structure	Remuneration system	Contractual expiration	LPT network extension
FNMA (Varese)	LPT Agency of Como - Lecco - Varese	Concession	Net Cost + regulated Tariff	31/12/2023	222.9 Km
FNMA (Brescia)	LPT Agency of Brescia	Concession	Net Cost + regulated Tariff	31/12/2023	330.6 Km
FNMA (Como, ATI with ASF)	LPT Agency of Como - Lecco - Varese	PSC	Net Cost + regulated Tariff	31/12/2023	196.4 Km
ATV (Bacino di Verona)	Province of Verona	PSC	Net Cost + regulated Tariff	31/12/2023	3,828 Km
ATV (Verona)	Municipality of Verona	PSC	Net Cost + regulated Tariff	31/12/2023	417 Km
ATV (Legnano)	Municipality of Legnago (VR)	PSC	Net Cost + regulated Tariff	31/12/2023	32 Km
Heterogeneous contractual At the moment, the existing framework with services awarded contracts have expired and

before current EU regulation (see 2022 Annual Report for details)

contracts have expired and ATV/FNMA are currently operating thanks to contract extensions¹

1 – LOMBARDY: Regional Law n° 8 (art.30) of 25 May 2021 approved the modification of art. 60 of law n° 6 of 2012 postponing by 2 years, after the conclusion of the state of emergency (set at 31 March 2022), the deadline for implementation of tenders for the renewal of concessions / service contracts. VENETO: Resolution of the President of the Province of Verona n° 24 of 25 February 2021 suspended new tenders up to 12 months after the conclusion of the state of emergency (set at 31 March 2022). On 3 March 2023, the Province of Verona formulated the direction to revoke the tender procedure.

1H 2023 financial results

Motorways

MOTORWAY INFRASTRUCTURE MANAGEMENT

• On 26 February 2021 FNM acquired from Regione Lombardia an 82.4% stake in Milano Serravalle Milano Tangenziali S.p.A. (MISE). From July 2022, FNM owns 100% of MISE,
• Established in 1951 in Assago, MISE is the concessionaire until 2028 of the A7 motorway from Milano to Serravalle Scrivia and of the three Milanese ring roads A50, A51, A52 (West, East, North), Pavia ring road (A54) and of Pavia-Bereguardo junction (A53), for a total of about 185 km (o/w 124 km three lanes), in one of the wealthiest areas in Europe
• Activities also include managing the 19 service areas subconcessions (new contracts in place from 2021 provides a variable fee calculated on the sales of fuel/food as well as a maintenance fee in favor of MISE)

DESIGN AND ENGINEERING

• MISE provides design activities as well as technical and administrative support for the infrastructure investments on the highway network through Milano Serravalle Engineering ("MISE Engineering"), in which it holds 100% of the share capital.

Financial Highlights 2020 PF* 2021 PF* 2022 194.6 242.6 280.7 REVENUES (€mln) ADJ. EBITDA (€mln) 2020 PF* 2021 PF* 2022 79.2 101.3 128.0 40.7% 41.8% 45.6%

Motorways - Traffic evolution

2023 2022 2021 2019

Motorways – Regulatory framework (1/2)

Key Players

• Ministry of Infrastructures and Transportation (MIT) ex ANAS is the Grantor of the Concession¹ ;
• Ministry of Economy and Finance (MEF) reviews and approves the Economic Financial Plan (EFP) and the yearly tariff increases requests together with the MIT through the publication of an interministerial decree;
• Transport Regulation Authority (ART) is the independent regulatory authority;
• Interministerial Committee for Economic Planning and Sustainable Developments (CIPESS) approves the Final Design ("Progetto Definitivo") and provides opinions on EFP updates, including the Concession Addendum ("Atto Aggiuntivo") to the Single Concession Agreement ("Convenzione Unica") of motorway concessionaires.

Deed of Concession

• The Deed of Concession was signed on 7 November 2007 between MISE as Concessionaire and ANAS S.p.A. as Grantor, replaced in 2012 by the MIT. On 10 March 2017, the Concession Addendum n.1 ("Atto Aggiuntivo") relating to the second regulatory period 2013-2017 became effective . The Concession Agreement expiration date is set on 31 October 2028;
• The scope of the Concession is the design, construction and management of the A7 Serravalle-Milan Motorway connecting Genova to Milan, the West (A50), East (A51) and North (A52) Milan Ring Roads. The company also manages the Bereguardo-Pavia (A53) and the West Pavia (A54) Ring Roads;
• Implementation of the contents of ART 69/2019 resolution on tariff matters.
• On expiration date, the concessionaire has to continue ordinary business administration until transfer of the operation management to another concessionaire. The grantor has to start a new tender procedure to select the new concessionaire well in advance of the Concession Agreement termination in order to avoid discontinuity in the management of the assets;
• Concession Agreement sets that, if the hand over to the new concessionaire is not completed within 24 months from the Concession Agreement expiration date, the Grantor will hand over the Concession.

Motorways – Regulatory framework (2/2)

EFP 2020-2024 main financial elements (ex. ART decision n.69/2019)

• MISE's new regulatory framework will be composed of the Concession Addendum n.2 to the 2007 Single Concession Agreement and the 2020-2024 EFP that will set new CAPEX, maintenance and efficiency standards;
• Tariff setting mechanism based on 3 building blocks: (i) a "management tariff" allowing the recovery of efficient operating costs and ordinary maintenance, evaluated with reference to the base year costs for each regulatory period and a price-cap yearly dynamic; (ii) a "construction tariff" allowing the recovery of capital costs related to assets reversible upon expiration of the Concession; (iii) an "additional charge" aimed at recovering specific other charges (including the recovery of lost revenues and additional costs related to the Covid-19 pandemic) not subject to the price-cap dynamics;
• The new model envisages a RAB-based tariff regime which distinguishes between existing/authorized investments (RAB ante) and new investments (RAB post) remunerated at a fixed IRR and WACC respectively;
• Inflation, traffic, WACC and other relevant parameters are updated at the beginning of each 5-year regulatory period;
• Financial adjustments ("Poste Figurative") may be applied in order to smooth tariff increases with a neutral effect from a financial standpoint included into the RAB and remunerated at a blended regulated rate;
• Recovery of increases of construction costs on future investments price increases to be included in the RAB and recovered through amortization.

Current estimate of capitalization of the "inflationary effect" and "Covid effect" (≈ €490mln)

• The new remuneration criteria provides a strong safeguard on returns blending historical rate of returns on existing assets with a WACC approach on new investments principle of using a weighted average rate between IRR and WACC for discounting the balance of figurative items in order to ensure financial equilibrium¹
• Remuneration of existing assets and already agreed upon investments equal to the implied IRR (so-called "safeguard mechanism")
• Remuneration of new investments is equal to the WACC as determined by ART for the first regulatory period the WACC is equal to 7.09% (nominal pre-tax), to be updated every 5 years according to market conditions

Update of 2020-2024 Economic Financial Plan

Timeline paced by several regulatory steps: expected final approval of EFP and Addendum to Concession by end of 2023

Motorways – 1H 2023 financial results

Minority investment in Autostrada Pedemontana Lombarda (APL)

MOTORWAY INFRASTRUCTURE CONSTRUCTION AND Highlights MANAGEMENT

• FNM holds though MISE a 36.7% stake in APL (Regione Lombardia controls the remaining 63.3%), accounted for using the equity method, a shareholder loan of nominal €150mln (€47.8mln NBV at 31 December 2022) remunerated at Euribor3M+357bps, subordinated to other bank loans due by June 2034
• APL is the concessionaire of the motorway connecting Dalmine (Bergamo) to Como, Varese and the Swiss border (Gaggiolo) for a total of about 200km (including interchanges and related works), of which 85km have been in operation since 2015 (section A and B1, A59 and A60), under a concession of 30 years starting from the completion of the project (section B2, C and D are to be built)
• The contract for the assignment of the executive design, coordination and execution of the works related to section B2 and C was signed with Webuild Italia S.p.A. on 5 December 2022.
• The final design of the short section D "short" was started on 12 October 2021 and is expected to be completed by 30 June 2023
• To finance the construction of segments B2 and C, in August 2021, APL was granted a €1.7bln financing (Senior Loan 1) by a pool of banks, EIB and CDP, with the support of Regione Lombardia. APL will also benefit from a €0.8bln tax credit and €0.9bln shareholders loan granted by Regione Lombardia

€mln	2020	2021	2022
Revenues	31.9	39.9	47.2
EBITDA	9.5	17.6	22.3
EBITDA Margin%	29.8%	44.0%	47.4%	Higher Net Loss YoY mainly due to higher financial charges
EBIT	5.0	11.4	16.1	linked to the amortization of the accessory fees to the Senior Loan 1
EBIT Margin %	15.6%	28.6%	34.1%
Net Result	(4.7)	(2.0)	(5.9)

History of the FNM Group

History (1/2)

FNM is the main integrated transport and mobility Group in Lombardy

1877	1879	1883	1926	1974
Incorporation of Società Anonima Ferrovie Milano-Saronno e Milano-Erba for railway construction and management in Lombardy	Launch of railway operation with the activation of the Milan-Saronno lines	Incorporation of Società Anonima delle Ferrovie Nord Milano	Ferrovie Nord Milano is listed on on the Milan Stock Exchange (Borsa Italiana)	Path towards nationalisation of infrastructure and railway companies
			2° railway in Italy	Regione Lombardia becomes the main shareholder of FNM

1985

Incorporation of FNM Esercizio S.p.A. and of FNM Autoservizi S.p.A.

1993

Acquisition of management of the Brescia-Iseo-Edolo railway line in Valcamonica

1997

The first section of the Passante Ferroviario di Milano, (Milan suburban railway link), between the stations of Certosa – Bovisa Nord and Milano Porta Venezia

1999

Activation of the Malpensa Express airport connection between the Milano Cadorna Station and Malpensa airport

2000

Formation of FNM Ingegneria S.r.l. (now NORD_ING)

2003

Nord Energia S.p.A. JV between FNM and AET for the development of the merchant line between Mendrisio and Cagno

History (2/2)

Acquisition of ATV S.r.l. (50%)

Acquisition of La Linea S.p.A. (51%)

Establishment of Malpensa Intermodale

Establishment of Malpensa Distripark

Business model development around intermodal transport and MaaC/MaaS concepts

Incorporation of FNMPAY S.p.A. and acquisition of BusForFun.com S.r.l (40%¹ ) Acquisition of control of Milano Serravalle – Milano Tangenziali S.p.A. (MiSe) and Milano Serravalle Engineering (100%² )

Acquisition of 33.3% stake in Sportit

Sale of the participation held in La Linea S.p.A. and its controlled company Martini Bus S.r.l.

Glossary

• Adjusted EBITDA: it is represented by EBITDA (earnings for the year before income taxes, of the other financial income and expenses, of depreciation, amortization and impairments of fixed assets), excluding non-ordinary expenses and income, such as: (i) income and expenses deriving from restructuring, reorganization and business combination; (ii) clearly identified income/expenses not directly referred to the ordinary performance of the business; (iii) in addition to any income/expenses deriving from significant non-ordinary events and transactions as defined by Consob communication DEM6064293 of 28/07/2006.
• Adjusted EBITDA Margin: the percentage of Adjusted EBITDA over total revenues.
• Adjusted Net Result: Net Profit (Loss) before recognition of the result of companies consolidated using the equity method
• Adjusted NFP: it is represented by the Net Financial Position (NFP) including cash and cash equivalents and all financial liabilities, restated excluding only cash and current payables related to financial investments made in accordance with Regione Lombardia's "Rolling Stock purchase programme 2017-2032", with the aim of sterilizing the timing effects of contributions collection and payments made to suppliers, recognized in accordance with IFRIC 12.
• Rolling Stock Purchase Programme 2017-2032: On behalf of Regione Lombardia Ferrovienord is engaged in purchasing, managing, maintaining and storing new rolling stock, to be allocated to railway companies holding a service contract with the Region, with a commitment to complete the supplies by 2025. The rolling stock supply programme is covered with funds allocated by Regione Lombardia, including charges to be corresponded to Ferrovienord for the anticipation and general management costs of the order set to 1% of the train supply contract amounts (see FNM 2022 Annual Report for further details).

Contacts

Valeria Minazzi Investor Relations Director Fixed line: +39 02 8511 4302 valeria.Minazzi@fnmgroup.it investor.relations@fnmgroup.it