Fnm — Investor Presentation 2024

Jan 18, 2024

FNM GROUP VIRIDIS ENERGIA ACQUISITION: ENTRY IN THE RENEWABLE GENERATION SECTOR

18 January 2024

The rationale of the acquisition

• Industrial investment in a portfolio of 47MW renewable power plants already in operation and generating positive cash flows
• Operating structure with established expertise in the development, construction and operation of renewable energy plants, capable of developing additional PV and wind power plants in various stages of construction already in the portfolio.
• Expansion of the environmental objectives set forth in the 2021-2025 Strategic Plan, with a positive contribution to energy transition and on the 2030 Agenda
• In line with infrastructural development of other peers
• The development of the renewable power generation projects pipeline is an opportunity for flexible growth and will progressively reinforce FNM Group's infrastructure business
• While excluding self-consumption, the co-existence in the Group of the power generation business with local public transportation will strengthen and protect core activities
• Additional business segment with a stable cash flow and good marginality supporting growth and that will contribute to stabilize regulatory assets and de-risk concession linked activities

2

Mid-long term

Short term

Target with a material size, operational facilities, an experienced team and a significant pipeline

Key assets acquired

• › Viridis is an Independent Power Producer (IPP) with diversified sources, predominantly solar-PV, with operational facilities, multiple initiatives in pipeline, and a structure in place with specific know-how
• › Track-record of recent divestments to leading renewable energy investment funds
• › Diversified portfolio ensures balance between IRR and cash flow certainty
  • A 45.5 MW Solar-PV facilities in operation (mostly incentivized)
• B 6.5 MW Solar-PV under construction (start early 2024)
• C 16 MW Solar-PV ready to build
• D 2 MW Biogas facilities
• E 38.5 FTE Expertise on O&M, Greenfield dev., M&A and AM
• F Pipeline of Solar-PV and Wind plants at different stages of development

SDIR certified

	6M23 FNM stand alone (€mln)	6M23 Viridis stand alone2 (€mln)
Revenues	301.6	8.5
EBITDA	100.0	4.9
NFP	761.7	16.2
NFP/EBITDA	3.8x1	1.8x1

SDIR certified

Conditions precedent	Usual for this kind of transactions, including, but not limited to, subject to due diligence: • Completion of all the extraordinary transactions aimed at reaching the finals structure of the transaction (including the acquisition by Viridis of 100% stake in certain subsidiaries, the carve out of certain assets from the transaction perimeter) • Achievement of any consents/waivers upon completion of the Transaction from the banking sector or any obligations related to antitrust/Golden Power legislation if applicable
Shareholders agreement	Including, but not limited to: • Drag along • Right for FNM to nominate the majority of the BoD • 5 year lock up period from Closing Date • Put and call options in favour of both shareholders exercisable during the 12 month period following the approval of FY2029 accounts
Projects under development	• Best effort to fund development of projects with a leverage in the range of 70-80% • Pari passu equity injections by all Viridis shareholders to support the development of projects reaching Ready-to-build stage • Simple majority of the BoD required for the decision not to continue with the development of a ready-to-build project, with no right for the seller to accrue an Earn out in case the project IRR is below a certain threshold and/or CAPEX are higher than forecasts and/or project risk has increased
Financing of the transaction	Full support ensured by a primary financial institution. FNM is negotiating the structuring of short-term (bridge) unsecured credit facilities that could lead to the structuring of a definitive facility within 12-18 months

ed	EMARKET SDIR CERTIFIED

	2024
	Jan				Feb
Week Activity	02	03	04	05	06	07	08	09
FNM BoD approving the signing of the Binding Offer		Q 15.1.24
Expected signing of Binding Offer		O 16.1.24
Binding Offer deadline		o 16.1.24
Due diligence
SPA negotiation						15.2.24 15.2.24
Signing deadline						O
Closing deadline / End of exclusivity period						15.2.24 19.2.24
		15.1.24

Contacts

Valeria Minazzi

Investor Relations Director

Fixed line: +39 02 8511 4302 valeria.minazzi@fnmgroup.it investor.relations@fnmgroup.it