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Fnm Investor Presentation 2021

Sep 17, 2021

4384_mda_2021-09-17_25ca84ed-5d55-4922-b8d4-c869a0ab6b13.pdf

Investor Presentation

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LIFE IN MOTION

FNM 2021-2025 Strategic Plan

September 17, 2021

  • 2021-2025 Plan consistent with the strategic guidelines approved by FNM BoD on 20 November 2020, configuring FNM as an integrated sustainable mobility operator guided by environmental, social and governance sustainability principles and including the effects of the acquisition of MISE, which had a transformational effect on the Group
  • Definition of the main ESG KPIs and targets, among which 35% CO2 Emissions reduction and 100% use of renewable energy for electric rail traction by 2025
  • 2021-25 CAPEX 850 mln euros, of which over one third in green activities included in the European Taxonomy, contributing to the achievement of 10 SDGs envisaged by the 2030 Agenda
  • Confirmation of the 2021 guidance and economic and financial performance improvement on all business segments in the following years
  • Refinancing of the EUR 620 mln bridge loan and financing of the investment plan tapping into the financial markets; recourse to sustainable finance to fund the capex plan
  • Solid capital structure consistent with investment grade rating
  • Dividend policy: DPS 2.3€c on 2021 earnings, increasing over the plan period by a 16% CAGR1 , consistent with leverage target

The FNM Group

The strategic plan guidelines

The strategic plan assumptions

2021-25 economic and financial projections

2021 guidance and strategic plan targets

Appendix

FNM Group | Group Overview

  • Established in 18771 , FNM S.p.A. ("FNM" or the "Group") is the leading integrated sustainable mobility Group in Lombardy
  • It is the first organization in Italy to combine railway infrastructure management with road transport and motorway infrastructure management
  • 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:
    • Ro.S.Co. and Service
    • Management of the railway infrastructure
    • Road passenger mobility
    • Management of the motorway infrastructure
  • 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 majority shareholder is Regione Lombardia, which holds a 57.6% stake
  • 2,230 employees in 20202

Ratings

Baa3 with stable outlook

BBB- with stable outlook

1 – FNM S.p.A. was incorporated on 12 December 1877 under the original name of Società Anonima delle Ferrovie Nord Milano-Saronno e Milano-Erba

2 – Average of the year 3 – Data on December 31, 2020 4 – On Ferrovienord railway network

FNM Group | Lombardy Region and FNM Presence

Lombardy Region at a Glance FNM Group Presence

  • The Lombardy Region is one of the richest regions in the European Union (EU) with a GDP per capita among the highest in the continent, about 32% higher than the national average and 26% higher than the EU average in 2019. In 2020 the regional unemployment rate was 5% far below the Italian and European average (9.2% and 7.1% respectively)
  • Lombardy's production system is still one of the most developed in Europe with more than 800,000 companies and one of the highest rates of entrepreneurship

Unemployment Rate2 (%)

Source: Eurostat

1 – Gross domestic product (GDP) at current market prices by NUTS 2 regions by Eurostat, last update 19/05/2021 2 – Unemployment rates NUTS 2 regions from 15 to 74 years by Eurostat, last update 02/06/2021

FNM Group | Core business segment overview

  • Railway infrastructure management Ro.S.Co. & Service Railway infrastructure management
  • Leasing of rolling stock in the local public transport (LPT) and freight logistics sector (mainly Trenord and DB Cargo) with a fleet of >90 trains owned by the Group.
  • Provision of corporate services to subsidiaries and management of the real estate assets of the Group

1

Management of the railway infrastructure in Lombardy (330 km of network and 124

stations in the provinces of Milan, Varese, Como, Novara, Monza/Brianza and Brescia), on the basis of the concession from Regione Lombardia expiring on 31 October 2060

• Activities related to the management of the intermodal terminal of Sacconago (VA) and to real estate development in freight logistic sector

Road passenger mobility Motorway infrastructure

• Management of Road LPT4 :

  • in the provinces of Varese, Brescia and Como (FNM Autoservizi) for 630 km of network

  • in Veneto and in the Municipality of Verona and its province (ATV, La Linea)

  • in the business of bus rental with private drivers (Martini)
  • Electric car-sharing service (E-Vai)

2 2

Management of the motorway

concession expiring in 2028

infrastructure through Milano Serravalle Milano Tangenziale (MISe), on the basis of a

management

1 - Companies operating the freight logistics sector, in start up, currently included in the Railway Infrastructure Management and in the RoSCo & Service segments.

2 - Companies operating in the road transport segment but considered in the Ro.S.Co segment for the purposes of financial reporting

3 - Since February 26, 2021 FNM Spa holds a 96% stake in MISE (13.6% in 2020) and fully consolidates the company in its accounts.

4 - LPT: Local public transport

Fully consolidated companies

Companies consolidated at

equity

FNM Group | Economic and financial highlights

Economic KPIs

mln euros FY
2018
FY2019 FY20205 FY
2020
PF
Adj
EBITDA
margin
22,9% 23,2% 24,9% 31,3%
Adj
EBIT
margin
10,5% 10,1% 9,4% 14,3%
ROI 6,8% 8,7% 5,1% n.a.
Dividend policy
FY 2017 FY 2018 FY2019 FY2020
DPS4 0,020 0,023 no dividend no dividend
Payout ratio (on FNM Spa Net result) 40% 40% no dividend no dividend
Total cash out (mln euros) 8,698 9,785 no dividend no dividend
Dividend Yield 3,2% 4,4% no dividend no dividend

Note: 2018 data IFRS 16 compliant, consistent with 2019 and 2020

1 – Value impacted by the timing related to advances received on investments by Regione Lombardia, related to the renewal of the trains fleet.

2 – Value increase yoy due to the acquisition of a 13.6% stake in MISE

3 - Dividend attributable to the profit of the year 4 – Pro forma data including MISE consolidation starting from 1 January, 2020, available only for P&L 5 -reported data

Balance Sheet
mln euros 2018
FY
FY2019 FY20205
Total
fixed
assets
453,4 479,2 575,2
2
capital1
working
Net
4,3 (132,3) (57,9)
Equity 435,2 454,3 477,1
(-Cash)
Adjusted
Net
Financial
Position
7,6 (39,9) 43,7
(-Cash)1
Financial
Position
Net
22,5 (107,5) 40,2
financed
with
owned
funds
Investments
34,2 40,4 68,2

Financial KPIs5

FY
2018
FY2019 FY20205
/
NFP
EBITDA
0,33 n.m. 0,57
/
Equity
NFP
0,05 n.m. 0,08
/
Fixed
Invested
Capital
Net
Assets
Net
0,99 1,38 1,11

HR KPIs5

FY
2018
FY2019 FY20205
headcount
Average
2.271 2.268 2.230

FNM Group | Revenues and EBITDA composition by segment

The acquisition of MISE determined an improvement in margins and risk diversification

0%

5%

10%

15%

20%

25%

30%

35%

40%

FNM Group | Trenord, the Strategic JV in Local Railway Transport

Business Overview Shareholders

  • Established in 2011, Trenord is the key train operator in Lombardy managing about 25% of the total local railways transport in Italy, including public passenger transport by rail in suburban and regional areas, airport passenger transport by rail, and the Lombardy-Canton Ticino crossborder service, covering a total network length of ~2000 km. The company also manages international railway services on the Brennero and Tarvisio rail lines
  • Trenord activity is regulated through the Service Contract Agreement («SCA») with Regione Lombardia (relative to 2015-2020 period, extended for the whole 2021 and 2022). The SCA will be renewed for the 10 year period starting from 20231 , negotiations are ongoing.
  • In carrying out its activities Trenord operates more that 400 rolling stock leased from FNM Group, Trenitalia and Regione Lombardia
  • Production of 35.6 trains-km2 in 2020 (42.7 trains-km in 2019, -17%)
  • 4,300 employees in 2020

Passengers transported Key Financials
CAGR 2015-2019:
+2%
Corresponding € mln Dec-2019 Dec-2020
to >800k
pax/working day
Revenues 832 703
EBITDA 202 153
93 EBITDA Margin 24% 22%
EBIT 10 (33)
Net Income 4 (7)
Net Debt (Cash) 152 167
Net Debt / EBITDA (x) 0,75 1,09

1 – current assumption for the long-term renewal 2– Only LPT 9

The FNM Group

The strategic plan guidelines

The strategic plan assumptions

2021-25 economic and financial projections

2021 guidance and strategic plan targets

Appendix

FNM Group | An integrated strategic vision to run the business sustainably

Ensuring the positioning of FNM as a Group guided by ESG principles in the definition of its business processes and investment portfolio

FNM Group | Mobility pillar

Main player offering sustainable integrated transport services, operating as mobility partner of the communities served, to enable the shift towards collective mobility and other forms of sustainable mobility

Segment
Guidelines RoSCo
& Service
Consolidate the central role of LPT on rail Railway infrastructure
management
Strengthen the positioning in LPT on road
Develop integrated multimodal and last mile mobility Road passenger
mobility
Position the Group as Mobility Partner for communities, companies, events, large projects Motorway
infrastructure
management
Confirm presence in the freight transport sector

Target: development of demand served compatible with pre-pandemic levels Entry in the motorway business1 3.1 bln vkm Targets Target 2025 Strengthening of road LPT1 80 mln pax 2.1 bln vkm Actual 2020 45.5 mln pax Vehicles-km driven on the motorway/year Metrics Passengers transported by bus services/year 3.1 bln vkm Actual 2019 77.8 mln pax Central role of rail LPT2 Passengers transported by Trenord/year 214 mln pax 93 mln pax >180 mln pax Integrated mobility and last mile Car sharing rentals (hours/year) 70,000 62,000 250,000

1 – Significant KPIs for the purposes of True Value model, representing an important part of positive and negative impacts

2 – Trenord not included in the scope for True Value calculation

FNM Group | Infrastructure pillar

Integrated and synergic management of complementary infrastructure: railways, motorways and freight terminals. Development of new services while promoting security and resilience to extreme natural events, mitigating environmental impacts.

Target: investments to improve infrastructure and nodes quality as well as urban and environmental regeneration

Targets Metrics Actual 2019 Actual 2020 Target 2025
Rail infrastructure, nodes and stations Managed investments on rail infrastructure and for
stations refurbishment
39 mln
euros
35 mln
euros
~700 mln
euros
(cum 21-25)1
Rail infrastructure, nodes and stations Areas interested by urban regeneration (FILI
project)
0 0 m2
2 mln

FNM Group | Fleets pillar

Mobility services offer characterized by modern, efficient, safe, comfortable and sustainable fleets

Guidelines 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 Segment Road passenger mobility Railway infrastructure management RoSCo & Service Related SDGs Electrification of the fleets/hydrogen

Target: renewal of the rolling stock fleet and electrification of the of buses fleet

Targets Metrics Actual 2019 Actual 2020 Target 2025
Central role of RoSCo in the rail sector New trains in operation 0 6 22*
(cum 21-25)
Bus fleets % of the bus fleet fuelled by gas, hydrogen,
electricity or Euro 6 diesel fuel and higher
o/w electrified (including hydrogen)
36%
0%
37%
0%
58%
13%

FNM Group | People/community pillar

MaaS and MaaC1 models at the centre of the new digital mobility, built around current and future people's needs

Guidelines

Develop supply and demand management platforms consistent with the MaaS /MaaC paradigms

Develop FNM's payment services through FNMPay S.p.A., a start-up company launched in 2020

Target: growth of MaaC
models to generate value for people and territories
Targets Metrics Actual 2019 Actual 2020 Target 2025
Mobility partner (MaaC) Communities/projects/entities served with B2B and
B2C criteria; communities cross fertilization
n.a. n.a. >15 (cum 21-25)

FNM Group | The enablers

Innovation and data management

  • ✓ New digital approach for strategic planning and management with the aim of increasing service quality and revenues
  • ✓ 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

  • ✓ Investments in innovative energy projects
  • ✓ Reduction in consumption and emissions
  • ✓ Promote the utilisation of sustainable mobility among employees

Governance, ethics and sustainability culture

  • ✓ 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

FNM Group | The enablers (2/2)

Targets

Targets Metrics Actual 219 Actual 2020 Target 2025
Continuos innovation Resources for technological/digital R&D projects €1.5 mln €1.5 mln € 11 mln (cum 21-25)
Emissions and consumption reduction CO2 emissions Scope 1 and 2 / revenues 151 ton Co2 eq/€ 74 ton Co2 eq/€ 48 ton Co2 eq/€
-35%
Emissions and consumption reduction Energy from green sources utilized (corporate consumption and electric rail
traction) for the services along the infrastructure managed by the Group
0,70% 14,80% 100%
MBO definition % of directors with sustainability linked MBOs 21% 20% 51%
Corporate culture Whistleblowing tool Model under definition in the finalization stages By 2021
Tax risk control and Tax control framework Activation and maintenance of a control and transparency tool for tax risk
management
Model under definition Tax Control Framework
project start
By 2022
Competencies development Business continuity plan introduction Planning phase Planning phase (Business
Continuity Management plan
started)
By 2025

FNM Group | Fili project: regeneration of the Milan-Malpensa axis

Upgrade and development of the Ferrovienord key hubs to redefine FNM's relationship with the territory

FNM Group | H2iseO: Hydrogen Valley project

Italian industrial hydrogen-based value chain for a sustainable mobility system in the UNESCO world heritage site of Val Camonica

  • Iconic project jointly implemented by FNM and Trenord
  • Developed along the non-electrified railway line Brescia – Iseo – Edolo in the Val Camonica area, a major industrial pre-Alpine valley in eastern Lombardy and a gateway for the 2026 Milano-Cortina Winter Olympics
  • Highly innovative project, with three main objectives:
    • Development of a hydrogen economic and industrial chain, with applicationsstarting from the mobility sector
    • Development of a local hydrogen production chain, thereby starting the energy transition of the local area
    • Complete decarbonisation of a signifcant part of local public transportation
  • FNM entered into partnerships (MOU) with major energy players (A2A, Snam, Enel Green Power, ENI and SAPIO) to support the implementation of the project along the different steps of the hydrogen industrial chain
  • In July 2021 FNM, A2A and SNAM have jointly been awarded a 4 mln euros grant from the European Innovation Fund Small Scale programme for the construction of an hydrogen production plant in the context of the H2iseO project
  • Total expected CAPEX ~300 mln euros1 , including the supply of a fleet of 14 hydrogen trains and 40 hydrogen buses, the construction of hydrogen production and distribution facilities and the upgrade of railway infrastructure and related areas, of which total expected CAPEX to be financed by FNM ~100 mln euros2 , net of contributions from PNRR, Regione Lombardia and European Union funds.

FNM Group | FlexyMob MaaC platform

A single integrated digital platform promoting synergies among Communities

The business model:

Mobility-as-a-Service (MaaS)

MaaS an emerging type of service that, through a joint digital channel enables users to plan, book, and pay for multiple types of mobility services. The concept describes a shift away from personally-owned modes of transportation and towards mobility provided as a service. This is enabled by combining transportation services from public and private transportation providers through a unified gateway that creates and manages the trip, which users can pay for with a single account. Users can pay per trip or a monthly fee for a limited distance. The key concept behind MaaS is to offer travellers mobility solutions based on their travel needs.

Our vision for MaaC (Mobility-as-a-Community)

MaaC is a possible evolution of MaaS, with the objective to improve accessibility to services and related transport for specific groups having the same interests (Communities). More in detail, MaaC aims to develop for each Community an integrated transport framework based on existing services mixed with customised services for the specific Community. The framework can be accessed through a cross-Community platform customised for each Community. MaaC products might be part of company welfare or be vertically integrated with non-transport products (events, leisure, etc.). A single person can be part of more than one Community and Communities can and should cross-fertilise among themselves.

FNM Group | True Value model as a tool to measure external impacts and generated value

Logical scheme of the True Value1 model of the FNM Group

FNM Group | True Value projection at 2025

The Motorway infrastructure management segment contributes to doubling FNM True Value from 0,6 bln euros to 1,3 bln euros

• In 2025, on a like for like basis with respect to 2020 (historical group structure excluding Trenord), FNM will be able to generate an overall impact equal to ~0.7 bln euros (+11% vs 2020)

• Considering the expansion of the Group with the acquisition of Milano Serravalle- Milano Tangenziali, in 2025 FNM will be able to generate an overall value of ~1.3 bln euros (+107% with respect to 2025 True Value referring only to the historical group structure )

1 - For the KPIs for which no 2025 targets are available, this model considered the Strategic Plan targets. It assumed 2020 values . In particular, the model hypothesised constant purchases from local suppliers (which generate impact on the induced and indirect added value); for this reason, the 2025 True Value estimate may vary significantly as the value of total purchases in 2025 varies.

The FNM Group

The strategic plan guidelines

The strategic plan assumptions

2021-25 economic and financial projections

2021 guidance and strategic plan targets

Appendix

FNM Group | Integration of the four strategic pillars in the business segments

How the cross influence of pillars contributes to the economic and financial performance of each segment

FNM Group | Business plan assumptions (1/2)

1 – in the strategic plan valorised in terms of investment but, conservatively, not in terms of revenues and costs.

2 – negotiations are ongoing; current assumption for the long-term renewal

FNM Group | Business plan assumptions (2/2)

Companies consolidated at equity

  • Trenord: from 2023 economic and financial plan elaborated by Trenord, as the economic and financial plan for the 10-year period starting from 2023 is still under negotiation
  • APL: economic and financial plan elaborated by the company (APL) including the 1.7 bln euros Senior1 financing for the construction of B2 and C tranches signed on 31 August 2021 with a pool of banks.
  • NordEnergia: July 2022 end of the concession, no renewal expected
  • Inflation rate: 1% per year
  • Cost of personnel: headcounts substantially in line over the period (2020 Pro Forma-2025 CAGR <1% ), slight increase of unit cost (2020 Pro Forma-2025 CAGR +2%)

Corporate

  • EUR 620 mln Bridge Loan refinanced in 2H2021 through a bond issue (EMTN programme)
  • Investment plan financed through cash flow generation and for the residual part with recourse to green bonds issues
  • PNRR (National recovery and resilience plan) contributions available mainly for fleets renewal by FNM and Regione Lombardia
  • Dividends: EUR 10 mln on 2021 profits, increasing progressively to EUR 18 mln on 2025 profits

FNM Group | Covid pandemic impact on EBITDA

Significant impact on Motorway infrastructure, Road passenger mobility and Trenord, mitigated by compensation measures Limited impact on consolidated accounts

FNM Group | Impact of the National Recovery and Resilience Plan (PNRR)

In the framework of energy transition, ~EUR 100 mln for fleets renewal

PNRR measure Investment and budget (mln
€)
FNM target (qualitative and mln
€)
Digitalisation, innovation,
1
competitiveness and culture

4.0 Transition
(evolution of industry 4.0)

Tax credit on capital assets investments,
research and innovation, training on
digitalisation
Tbd
Green revolution and energy
2
transition

Experimentation of
hydrogen for road
transportation

Hydrogen production facilities for the
motorway network and logistic terminals
15-25

Experimentation of
hydrogen for railway
transportation

Infrastructure for hydrogen use in rail
transport
Up to

Bus fleet renewal, green
trains

Electrification (including hydrogen use ) for
the bus fleets in Verona and Lombardia
1001
Infrastructure for
3
sustainable
mobility

Digitalisation of the logistic
chain

Fixing of main critical issues at the national
level with digital technologies
Tbd

FNM Group | Mobility demand evolution

Full recovery by 2023 for bus transport and MISE, slower recovery for Trenord

The FNM Group

The strategic plan guidelines

The strategic plan assumptions

2021-25 economic and financial projections

2021 guidance and strategic plan targets

Appendix

FNM Group | Main economic highlights of the plan

Significant EBITDA increase driven by Motorway infrastructure management; important contribution from RoSCo activities confirmed

NOTE: 2021 economic data are on a Pro Forma basis,including MISE consolidated starting from 1 January 2021; as such they are fully comparable with 2020 Pro Forma economic results

1 – on a like-for-like basis, considering MISE consolidation starting from 1 January 2020

2 – on revenues gross of elisions

FNM Group | Investments

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

Total investments by cash outflow

RoSCo & Service:

  • 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 management:

• Mainly real estate development of in freight terminals and logistic infrastructure

Road passenger mobility:

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

Motorway infrastructure management:

• Completion of the Rho-Monza section and other upgrading

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

Railway infrastructure management RoSCo & Service Road passenger mobility Motorway infrastructure management

1 – Gross of contributions and excluding M&A (approx cum EUR 30 mln in the period)

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

FNM Group | Railway infrastructure management

EBITDA influenced by the volume of financed infrastructural investments managed on behalf of Regione Lombardia and the development of freight logistics business. CAPEX is driven by the development of the freight logistics infrastructure

Economic performance1

CAPEX (cash outflow per year)

0

50

100

150

200

Main assumptions

Railway infrastructure management:

  • Renewal of the Service Contract between Regione Lombardia and Ferrovienord from 2023, confirming the consideration defined for 2022
  • Continuation of the activities regulated under the Programme Agreement (management of infrastructural works and of supplies of rolling stock financed by Regione Lombardia)

Freight logistics management:

  • Full utilization of Sacconago freight terminal and development of a new freight logistics hub in the adjacent area of Sacconago terminal, up to speed by 2023
  • Acquisition of new terminals in Milan area/Lombardy (exp. 20-25 mln euros)

Railway infrastructure investments financed by Regione Lombardia2

1 – Revenues are gross of intercompany elisions

FNM Group | RoSCo & Service

Investments in rolling stock underpin revenues and EBITDA growth

Economic performance1

CAPEX (cash outflow per year)

Main assumptions

  • Redefinition of the rolling stock leasing contracts with Trenord (calculation model linked to the residual useful life and new cyclical maintenance model)
  • CAPEX plan mainly related to rolling stock to be leased to Trenord:
    • 2020-22 operations start of 9 FLITR trains
    • 2024-25 operations start of 15 high capacity trains (4 bodies)
    • 2024-25 operations start of 7 hydrogen trains
    • 2021-22 revamping of TAF fleet
    • 2021 revamping of freight transport locomotives DE521 (exp end of life 2025-26)
  • Payment services (FNM PAY) activity start in 2022

RoSCo rolling stock fleet evolution: LPT trains fully electric/hydrogen fuelled

1 – Revenues are gross of intercompany elisions

2 – Mainly high capacity and hydrogen trains

3 - Including locomotives redeemed from leasing in 2019 and E494 locomotives leased from Railpool and sub-leased up to 2025. 14 locomotives are diesel fuelled

FNM Group | Road passenger mobility

Increase in revenues and EBITDA mainly thanks to transport demand recovery

Economic performance1

Fleet composition by fuel2

0

50

100

150

Main assumptions

  • Passenger transport demand recovery to pre Covid levels from 2023
  • Current regulation in place is confirmed: tender procedures for new concessions award suspended up to 1 year (2 years in Lombardy) since the end of the Covid-19 emergency state3 . Possible takeover of the concessions following tender award after 2025
  • Bus LPT activities are expected to continue according to the contractual rules currently in force for Lombardy and Veneto areas
  • Tariff increase in the Verona catchment area starting from 2022

CAPEX (cash outflow per year)

  • Electric car sharing (E-Vai): business growth (from 188 cars in average in 2020 to >700 cars in 2025), with focus of Public and Corporate business segments
  • CAPEX4 mainly related to the renewal of the fleet with low emission/electric buses and 40 hydrogen fuelled buses in 2025

1 – Revenues are gross of intercompany elisions; 2 – excluding La Linea and Martini, which are not material;

3 – 31 December 2021; 4 - No CAPEX for E-Vai fleet as cars are leased

FNM Group | Motorway infrastructure management

Increase in revenues linked to traffic recovery and tariff rise assumptions

Economic performance1

CAPEX (cash outflow per year)

0

100

200

300

400

Main assumptions2

  • Traffic recovery to pre Covid levels by 2023, with heavy vehicles recovering to prepandemic levels by 2022, and light vehicles at a lower pace
  • 1.5% annual tariff increase from 2022
  • CAPEX is related to the completion of the Rho-Monza section and other local upgrading
  • ART WACC on new investments 7.09%; 2021 RAB ~380 mln euros
  • Concession expiry in 2028
  • Government compensation measures for lost revenues from Covid-19 pandemic are not yet defined and are not included in the Plan

Weighted average tariff evolution assumptions

(euro cents/veic-km)

1 – Revenues are gross of intercompany elisions

2 – Plan assumptions based on management case, more conservative than those included in the new PEF sent to ART for approval

FNM Group | Trenord

Revenues and margins increase driven by the new Service Contract calculation model adopted, taking into consideration the recovery of passengers transported

Economic performance1

Production1

(mln trains-km/year)

Renewal of the Service Contract with Regione Lombardia

  • In July 2021, with a specific Regional Law, Regione Lombardia extended the current Service Contract to December 31, 2022.
  • New Service Contract2 assumptions:
    • From 2023 for 10 years
    • in line with ART Deliberation nr. 154/2019
    • recognition of the same financial resources as in the current Service Contract
    • verification of the economic and financial balance upon expiry of the Contract
    • ART WACC 4.97%

Assumptions

  • Passenger transport demand in recovery; 1 mln passengers/day3 target set at 2031 (vs 820 in 2019)
  • 2025 production +24% than in 2020 and above pre Covid levels (+4% vs 2019)
  • Revenue projections include the assumption of resources to cover lost revenues due to Covid-19 made available by the Government also in 2021- 2022 (proportionally in line with those recorded in 2020)

1 – Trenord assumptions (not approved by the BoD)

2 – under negotiation

38

FNM Group | Cash flow projections

NFP expected to remain substantially stable over the plan horizon

1 – at 30 June 2021: NFP 720 mln euros and Ad. NFP 777 mln euros

2 – 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 50 mln euros per year in 2021-25).

3 – not restated, in line with FY2020 reported results

FNM Group | Debt evolution and leverage

Robust capital structure, consistent with investment grade rating

Net debt evolution

Sources and uses

Cash generation Net investments Dividends payment Debt repayment 2022-25

  • FNM capital structure will strengthen over the Plan horizon
  • NFP will remain substantially stable, thanks to cash generation supporting the investment plan
  • NFP/EBITDA ratio expected to reach 3x in 2025 thanks to improving economic and financial performance
  • From 2025 NFP will start decreasing

1 – 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 50 mln euros per year in 2021-25).

FNM Group | Financial strategy

Establishment of an EMTN programme up to 1 bln euros

Gross debt composition as at 30 June 2021

  • On September 16, 2021 FNM BoD approved the establishment of an EMTN Programme for a total amount of up to 1 bln euros, that will allow the refinancing of the 620 mln euros Bridge Loan for the acquisition of MISE, expiring in January 2022, and to support future investments
  • Thanks to the EMTN Programme FNM will:
    • increase debt average life, in consistence with total assets structure
  • optimize financial costs
  • diversify financial sources and investors, opening the opportunity to make recourse to sustainable finance instruments, in line with FNM targets

The FNM Group

The strategic plan guidelines

The strategic plan assumptions

2021-25 economic and financial projections

2021 guidance and strategic plan targets

Appendix

FNM Group | 2021 guidance and business plan targets

Dividend policy consistent with a robust capital structure and in line with investment grade rating

PRO
FORMA
FY2020
Guidance
2021
FY2025 2020PF-2025
CAGR
Revenues 481 (high/mid
single
digit)
increase
~680 7%
EBITDA 151 (high/mid
single
digit)
increase
~250 11%
Result1
Adj
Net
35 n.a. ~50 7%
Position2
Adj
Financial
Net
n.a. 750-800 740-780
NFP/EBITDA
Adj
n.a. 5x 3x

Dividend policy

PRO
FORMA
FY2020
Guidance
2021
FY2025 2021-2025
CAGR
DPS
(€c
on the
profits
of
the
year)
0
0
2
3
,
4
1
,
16%

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

42 2 – 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 50 mln euros per year in 2021-25).

The FNM Group

The strategic plan guidelines

The strategic plan assumptions

2021-25 economic and financial projections

2021 guidance and strategic plan targets

Appendix

FNM Group| Shareholders and share performance

Relative performance Jan. 1, 2020 to date, vs reference indexes

Share price 15 September, 2021: 0.57 euro

Market capitalization
as
at
September
15, 2021
247.9 mln euros
N. Of shares 434.9 mln
Average
traded
volumes
(last 30 days)
136,949
2021 YTD change +0.0%

FNM Group | History

1- Acquisition of a 13,6% stake from ASTM on July 29, 2020 and of 82,4% stake from Regione Lombardia on February 26, 2021; since then FNM stake in MISE share capital rises to 96% and MISE is fully consolidated into FNM accounts.

FNM Group| Overview

Ro.S.Co. & Services Railway infrastructure management Road passenger mobility Motorway infrastructure management 4 La Linea 80 Scarl • Leasing of rolling stock • Provision of corporate services and real estate • Management of railway infrastructure in Lombardy • Intermodal terminal management • Management of road local public transport • Electric car sharing • Concession- based management of motorway infrastructure COMPANIES FULLY CONSOLIDATED COMPANIES VALUED AT EQUITY

1 Companies operating in the freight logistics sector, in the start-up phase, included respectively in the Railway infrastructure management and in Ro.S.Co. & Services segments

2 Companies operating in the Road Passenger Mobility but considered in the Ro.S.Co. Segment for the purposes of preparing the financial statements

  1. Since February 26, 2021 FNM Spa holds a 96% stake in MISE (13.6% in 2020) and fully consolidates the company in its accounts. 46

FNM Group | Ro.S.Co. & Service

Segment overview

  • Managed by the parent company FNM Spa, RoSCo (Rolling Stock Company) & Services business unit operates in:
    • Leasing of rolling stock to subsidiaries as well as to third parties, operating in the local public transport (Trenord) and freight transport (DB Cargo) sectors
    • Providing administrative services to its subsidiaries
    • Managing real estate assets of the FNM Group
    • Providing other corporate services to the Group including digital solutions for transport and mobility, payment and engineering services, management of advertising spaces etc.
Rolling Stock Fleet details1)
Rolling
stock
Lessee Nr. value
Net
asset
@
31,'20
(mln
€)
Dec.
TAF Trenord 2)
26
TSR Trenord 19 12,9
171,5
LPT (CSA)
ETR
245
Trenord 8 27,5
(Coradia)
ETR
526
Trenord 10 59,1
(Tilo)
FLIRT
Trenord 4 42,1
Total
trains
67 313,1
E
483
DB
Cargo
8 14,7
Freight DE
520
(10)
Trenord
(4)
DB
Cargo
14 1,0
(ES64
F4)
E
474
DB
Cargo
1 2,2
Effishunter
EFF
1000
Trenord 2 3,8
Total
locomotives
25 21,6
TOTAL3 92 334,7

1) 5 additional trains (Flirt Tilo) will be added by end 2021; 2) only 25 in operations; 3) And additional 4 E 494 Traxx F140 DC3 locomotives in sub leasing for a total net value 6.7 mln euros

FNM Group | Railway Infrastructure Management

  • Ferrovienord Spa "FN" is a key infrastructural operator in the mobility sector in Lombardy, in charge of the management, maintenance and modernization of 330 km of railway network and over 120 stations1 in the provinces of Milano, Varese, Como, Novara, Monza and Brescia, enabling the circulation of 900 trains/day, corresponding to ~10 mln trains-km (8.3 mln trains km in 2020) and 200.000 passengers/day
  • FN's managed network sustain the highest traffic density in Italy (25.300 trains-km/network km2 ), with up to 1 train per minute from/to Milano Cadorna during peak hours
  • The segment includes freight logistics activities, still in start up phase, operated by Malpensa Intermodale and Malpensa Distripark, respectively involved in the management of the Sacconago Terminal and in the real estate development of the areas adjacent to the Sacconago Terminal

1 – With the aim of favoring intermodal mobility to LPT passengers, the stations are connected to 92 bus stops, 5 ferry navigation lanes and are equipped with 16 bike sharing stations, 14 car sharing stations, 77 car parking areas (corresponding to 3600 parking spaces) and 26 bike parking areas (corresponding to 2092 parking spaces)

FNM Group| Regione Lombardia's investment plan1

1.Ferrovienord purchases the trains and Regione Lombardia pays 1% of the contract amount and the charges relative to the financial debt incurred, as envisaged by the Public Service Contract 2016-2022;

2.5 Rock, 10 Donizzetti and 2 Caravaggio; 3 – 2019 data

FNM Group| Railway infrastructure management – Freight logistics

Business overview

Il business in breve The business is still in a development phase, through two of its subsidiaries:

  • 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.
Terminal –
main features
Area Total 50.000 sqm, of which:

42.500 sqm intermodal area

1.500 sqm offices

4.500 sqm access area
Development 200.000 sqm of area potentially available for further
development of the services and logistic activities
Handling 900+ containers/week
Main interconnessions Rhine-Alps (Sempione and Gottardo)
Management Freight trains (max length: 650m)

Sacconago Terminal - interconnections

Highway

Railways

FNM Group | Road Passenger Mobility

Segment Overview

  • FNM operates in the road passenger mobility mainly through:
    • FNM Autoservizi "FNMA" active in the extraurban local public transport in the Lombardy Region and, in particular in the provinces of Varese, Brescia and Como. The fleet consists of 157 buses (of which 48% new generation2 ) with an average age of around 12 years
    • ATV provides urban public transport in the municipalities of Verona and Legnago and extraurban transport throughout the province of Verona. The fleet consists of 529 buses, of which 48% new generation2 , with an average age of around 13 years
    • La Linea operates in the Veneto region in the field of local public transport by road and bus rental with driver, also through its subsidiaries (Martinibus)/partnerships. The fleet consists of 25 buses, of which 64% new generation2

Geographical Presence and Traffic Evolution

Revenues Breakdown EBITDA, EBIT and EBITDA Margin

2 - Euro5, Euro6, EEV engines

FNM Group| Road Passenger Mobility: E-Vai

Business overview1

Il business in breveFirst electric car-sharing service with regional distribution and integrated with the railway network:

  • CO₂ 161 tons saved in 2020

94 charging stations (+49%)

142 E-vai Point all over Lombardy (+27%) 79 municipalities (+34%)

Il gruppo in breve Shared and sustainable mobility solutions

Shared use between Public administration (during working hours) and citizens (during remaining hours and weekends)

E-VAI PUBLIC

E-VAI REGIONAL

Regional electric car sharing to drive between airports, stations and cities

ELECTRIC

E-VAI CORPORATE Integrated use between companies and

employees during working hours and for private use Integrated use between companies and public administration close to railway stations and commuters

E-VAI

EASY STATION

FNM Group | Motorway Infrastructure Management 1/2

Segment Overview and MiSe Area

  • On 26 February 2021 FNM acquired from the Regione Lombrdia an 82.4% stake in Milano Serravalle Milano Tangenziali S.p.A. ("MiSe"). FNM now owns 96% of MiSe1
  • 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 180 km, in one of the wealthiest areas in Europe
  • MiSe also holds a 36.7% stake 2 in Autostrada Pedemontana Lombarda S.p.A. ("APL"), which is the concessionaire of ~ 85 km 3 toll roads as of 31/12/2020 and which should exceed 200 km 3 of overall roads once the project is completed

Shareholders' Structure

1 - Including the 13.6% stake purchased from ASTM Spa in July 2020; 2 - Following the €350 mln capital increase fully subscribed by Regione Lombardia on Feb. 26, 2021 3 - Including junctions and local roads; 4 - 2019 data Italian GAAP, 2020 data Pro Forma IFRS compliant

FNM Group | Motorway Infrastructure Management 2/2

  • MiSe monthly traffic volumes show stability along the years
  • 32% drop in traffic in 2020 due to restrictions imposed on the movement of people determined by Covid-19 pandemic
  • IH2021 shows a recovery in traffic demand vs 2020 as a result of the following:
    • IQ2021 demand was particularly weak due to more or less severe restrictions to limit the third wave of the pandemic and consequent high rates of remote working and teaching, while IQ2020 that had benefited from regular demand conditions until 22 February
    • 2Q2021 demand returned to grow thanks to the relaxation of anti-contagion measures since March 2021.In contrast, in 2020, the months of March through May were characterised by a particularly severe lockdown
  • During Covid-19 pandemic heavy vehicles traffic showed to be more resilient and substantially recovered to pre pandemic levels by end of IH2021. Light vehicles traffic in recovery, at a lower pace.

FNM Group | LTP Mobility demand in IH 2021

Demand recovery in 2Q 2021, but still below pre-pandemic levels

Trenord 110,2 51,4 49,9 IH 2019 IH 2020 IH 2021 (mln passengers) -53.4% -2.9%

(mln passengers)

FNM Group| Trenord: the new Service Contract with Regione Lombardia

ECONOMIC-FINANCIAL PLAN

Starting from the Production Plan

+ Efficient operating costs

(personnel, maintenance, etc.)

+ Investment remuneration

(facilities, IT, rolling stock, quality, etc.)

- Traffic revenues (sales of tickets and passes)

= Service contract compensations (Regione Lombardia contributions)

The Service Contract is a contract that regulates the relationship between Regione Lombardia and the railway company, defining obligations, penalties, mitigation and the service implementation modes.

It must be arranged in the context of the regulatory framework laid down by ART (Transport Regulation Authority) with Deliberation n. 154/2019, based on the European Regulation 1370/2007.

ART sets out:

  • The minimum rights of the railway transportation service users
  • The minimum quality condition of the service to be guaranteed in the context of the Service Contract
  • That the Service Contract has to plan and set targets for the progressive efficiency improvement of the management of regional railway transport services (Objectives Achievement Plan).
  • the minimum contents of the Service Contract and establishes the drafting of an Economic-Financial Plan (EFP) to determine public compensation and verify the economic-financial equilibrium. The compensation ensures the economic-financial equilibrium, taking into consideration traffic revenues, efficient costs and investments planned for achieving the objectives.
  • ART WACC 4.97%

The EFP is regularly verified by the parties.

Responsibilities are identified within a risk matrix whereby:

  • Variations determined by the inefficiency of the company, or failure to meet the objectives, are the responsibility of the railway company.
  • Variations deriving from external or regulatory factors (e.g. legislative and tariff changes) shall be born by Regione Lombardia, which must ensure the economic equilibrium of the contract

FNM Group | Assumptions: cost of personnel

Number of headcounts and cost substantially stable over the plan period

Average cost ('000 euros/headcount)

FNM Group | Railway infrastructure management – the contractual framework

Concession Programme
Agreement ("PA")
Public Service Contract
("PSC")
Purchase Agreement
Content Under
the
Concession
Agreement,
Ferrovienord
is
granted
the
right
to:

use,
manage
and
operate
specific
parts
of
the
regional
railway
network
(including
the
relevant
appurtenances,
plants
and
equipment)

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.
FNM
group
subsidiary
NORD_ING
is
in
charge
for
the
network
maintenance
and
development
works.
The
PA,
signed
between
Regione
Lombardia
and
FN
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.
PA
regulates
that
Regione
Lombardia
funding
will
be
provided
based
on
WIP
status.
In
2020,
the
investments
on
FN
managed
railway
network
amounted
to

35.0
m
(€
46.6
m
in
2019)
The
PSC
regulates
the
fee
due
to
FN
for
the
services
provided.
Such
fee
is
determined
each
year
on
the
basis
of
the
time
schedule
of
railway
services
entered
into
force
in
December
of
the
previous
years
and
taking
into
account
the
value
of
effective
production
(train-Km),
the
length
of
the
railway
network,
the
number
and
type
of
stations,
car
sharing
service.
The
fee
is
subject
to
the
application
of
a
discount
mechanism
("efficiency
coefficient")
of
2%
per
year.
The
PSC
includes
all
the
activities
related
to
the
purchase
and
maintenance
of
Regione
Lombardia
train
fleet
(see
"Purchase
Agreement")
Regione
Lombardia
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
146
high
(105)
and
medium
(41)
capacity
electromotors,
as
well
as
30
diesel
railcars
and
is
covered
for
the
total
amount
of

1,607m
on
the
2017-2032
regional
budget.
The
consideration
and
payment
conditions
are
defined
in
the
Agreement
Implementing
the
mandate,
approved
with
Regional
Law
n.
X
/
7926
of
26/02/2018
and
Regional
Law
n.
XI
/
1619
of
15/05/2019.
With
Regional
Law
n.
XI/3531
of
05/08/2020
(the
so
called
"Marshall
Plan")
Regione
Lombardia
has
authorized
the
purchase
of
additional
46
high
(26)
and
medium
(20)
capacity
electromotors
to
upgrade
the
service
on
the
railway
lines
of
Milano
airports
and
Milano/Sondrio/Tirano
in
view
of
2026
Winter
Olimpics,
for
a
total
amount
of
351
mln
euros
Approval law Regional Law N. x/4823 of 15/02/2016 Regional Law N.x/5476 of 25/07/2016
and N. xi/4010 of 14/12/2020
Regional Law N. x/4824 of 15/03/2016 Regional Law N. X/6932 of 24/07/2017 and N. XI/1619 of
15/05/2019
Expiry date 31/10/2060 31/12/2027 31/12/2022 -
Termination
clauses
Regione
Lombardia
may
request
the
early
termination
in
the
event
of
serious
and
persistent
violations
of
the
obligation
deriving
from
the
concession.
The
Agreement
is
subject
to
the
validity
of
the
Concession.
In
case
the
latter
may
be
revoked,
the
Public
Service
Contract
will
be
resolved
-
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.

FNM Group | Road passenger mobility - regulatory framework

EU and Italian regulatory framework

  • European Regulation N. 1370/2007 sets the rules for international and national passenger rail and road transportation.
  • Decree-law No. 422/1997 regulates road transportation at national level, transferring all the competencies at regional authorities.
  • At present, regional authorities still have the option of awarding Local Public Transport service contract agreements directly, although direct awards must be based on principles of cost-effectiveness, efficiency, impartiality, and transparency, etc. The maximum duration of each contract is 10 years. Tenders will become mandatory as of 2023, but regional authorities will still have the option of awarding contracts directly for efficiency / quality purposes.
  • real pre-tax WACC of 7%: remuneration for road transportation set by the Ministry of Infrastructure and Transport issued (Ministerial Decree 157/18), pending the regulation from the Authority of Transport
  • Law Decree N. 18 of 17.03.2020 art 93 par 4bis: tender procedures of local public transport services are suspended up to twelve months after the declaration of end of the Covid 19 emergency state; Regione Lombrdia extended such period for twelve additional months (total suspension of tenders for twenty-four months)

Lombardy Veneto

  • Regional Law 6/2012 established three different systems for assigning TPL concessions: (i) direct management; (ii) direct award of public contracts, (iii) competitive tendering offer.
  • At the moment, most of the existing contracts with TPL providers have expired and providers are currently operating thanks to a contract extension1 .
  • Given the current situation, it is expected that the expiring contracts will be further extended to keep into consideration the evolution of the Covid 19 pandemic and the launch of new tenders will restart after the end of the emergency state in most of the six catchment areas.

  • Regional Law 25/1998 is applied.

  • Each province is a catchment area.
  • Currently contracts in same catchment areas have expired, Verona included2 .
  • The local authorities of each catchment area are issuing tender procedures in order to assign the concessions.
  • Given the current situation, it is expected that the expiring contracts will be further extended to keep into consideration the evolution of the Covid 19 pandemic and tender procedures will restart after the end of the emergency state.

2 – For ATV the three Service Contractsfor Verona, Legnago and Verona province will expire on December 31, 2021

1 – for FNMA the Service Contractsfor the Como area will expire on December 31, 2021; the concessions for Varese and for Brescia areas will expire on December 31, 2021.

FNM Group | Motorway Infrastructure Management – Regulatory Overview

Entity

Description and role

  • CIPE CIPE has the responsibility to regulate the motorway sector and to publish specific directives for the calculation of motorway tariffs based on cost orientation principles
    • Approves also the final design, "Progetto Definitivo", of all the investments included in the plans of motorway concessionaires

  • ANAS is the historical grantor of the whole Italian motorway network until 2011. From 2012 the MIT succeeded it in the role of grantor for most of the national motorway network.
  • In case of motorways of regional interest, the grantor role is exercised by a mixed company, with public and private participation, established by ANAS S.p.A. and the Region involved

▪ Since 2012 it is the grantor of most Italian motorway concessions.

  • Review and approval of the Financial Economic Plan ("PEF") of the concessionaires and of yearly tariff increases requests together with MIT
  • MEF and MIT approve together also the yearly tariff increases' requests submitted by all concessionaires, through the publication of an inter-ministerial decree

  • ART is an independent administrative authority involved in the transport sector regulation, including access to infrastructures
  • ART has a general regulation power over the motorway sector with full competencies only over future motorways' concessions
  • With the resolution no. 69/2019, ART has amended the toll road tariff calculation set in the Single Agreement (Convenzione Unica). The resolution aims to unify the tariff calculation of the whole sector, setting the tariff systems applicable to new concessions and in each of the existing motorway concessions subject to updating or revision, including MISE Concession

Mise Deed of Concession

  • The Deed of Concession Mise was signed on 7 November 2007 between Mise as concessionaire and ANAS S.p.A. as Grantor, replaced in 2012 by the Ministry of Infrastructure and Transport
  • The scope of the Concession is the design, construction and management of the A7 Serravalle-Milan Motorway connecting Genova to Milan, the North (A52), East (A51) and West (A50) Milan Ring Roads and the Bereguardo-Pavia Ring Road (A53)
  • The Concession Agreement expiration date is set on October 31, 2028
  • 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

Contacts

Valeria Minazzi

Head of Investor Relations Fixed line: +39 02 8511 4302

[email protected] [email protected]

Disclaimer

This presentation contains forward-looking information based on FNM S.p.A.(the Company) management's current beliefs and expectations of future events and financial and operational performance of the Company's and its subsidiaries. These statements are based on current plans, estimates, projections and projects, and cannot be interpreted as a promise or guarantee of whatsoever nature. Forward-looking statements involve inherent risks and uncertainties and are current only at the date they are made. We caution you that a number of factors, many of which are beyond the ability of the Company to control or estimate precisely, could cause the Company's and the Group's actual results and provisions to differ materially from those contained in any forward-looking statement. Such factors include but are not limited to: trends in Company's and Group's business, changes in the regulatory environment, different interpretation of the law and regulation and the expected level of future capital expenditures. Therefore, you should not place undue reliance on such forward-looking statements contained herein. The Company does not undertake any obligation to publicly release any updates or revisions to any forward-looking statements to reflect events or circumstances after the date of this presentation, except as otherwise required by applicable laws. The reader should, however, consult any further disclosures the Company may make in documents it files with the Italian Securities and Exchange Commission and with the Italian Stock Exchange. The information contained in this presentation does not purport to be comprehensive and has not been independently verified by an independent third party.

This document does not constitute an offer or invitation to purchase or subscribe any shares or other securities and neither it nor any part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. Neither FNM nor any of its representatives shall accept any liability whatsoever (whether in negligence or otherwise) arising in any way from the use of this document or its contents or otherwise arising in connection with this document or any material discussed during the presentation.

This document is confidential and may not be, in whole or in part, reproduced, redistributed or passed on to any other persons.

The manager responsible for financial reporting, Valentina Montanari, pursuant to Article 154 bis, paragraph 2, of the Consolidated Finance Law, hereby declares that the accounting information disclosures and data contained herein correspond to the Company'sresults documents and accounting entries and books.