Fnm — Investor Presentation 2025

Nov 18, 2025

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Corporate presentation

18 November 2025

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Why invest in FNM

1

Strategic Assets

Integrated operator of toll roads, railways, local public transport and renewable energy in a wealthy EU region

FNM provides essential services, ensuring resilience across economic cycles

2

Low-Risk Model

80% of revenues derive from concessions or regulated contracts

Terminal Value clauses safeguard investments with long economically useful life

Regulation ensures fair remuneration of capital invested

3

Strong Financials

Ambitious growth outlook with €1.3bln Capex plan in '24-29

Debt refinanced with a €1bln sustainabilitylinked loan, extending maturity to 2031

Financial discipline: low leverage (NFP/EBITDA 3.0–3.5x) and I.G. rating (BBB+/Baa3)

4

Inherently ESG focused

FNM's activities have positive societal impact on the communities involved and are aligned with EU taxonomy

Morningstar ESG rating of 6.3, ranking among the top 50 globally

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An integrated player in infrastructure management and mobility services in Northern Italy

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Infrastructure portfolio of mobility assets…

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…and energy infrastructure assets

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Operating sectors

Mobility Infrastructure

• Management of toll roads trough a concession expiring in October 2028
• Management of railway infrastructure in Lombardy trough a concession expiring in 2060
• Intermodal terminal management and freight logistic development

Rail Tracks

Energy

• Renewable energy production trough 28 plants already operational
• Multiple initiatives for solar and wind power plants in different stages of implementation
• Hydrogen production and distribution facilities for rail and heavy road transport

Ro.S.Co

• Leasing of rolling stock mainly to the local public transport in Lombardy
• Corporate services to subsidiaries and management of the real estate assets
• Corporate VC and development of digital platforms according to MaaC paradigm

98 Owned trains

Mobility & Services

• Road LPT in Lombardy (Province of Varese, Brescia and Como) and Veneto (Province of Verona)
• Train replacement services for Trenord
• Digital payments and electric car-sharing services

27M Bus-km

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Past performance – steady growth and strong resilience, despite

extraordinary macro events

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Group Overview

Strategic Plan 2024-2029

1H 2025 financial results

Appendix

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Highlights

FNM aims to become the reference point in mobility infrastructure & services and energy to drive the competitiveness of regional territories with innovative, safe, and sustainable solutions

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Strategic commitment to invest in businesses with low volatility profile

High Volatility

Infrastructure Services Infrastructure

Mobility infrastructure Ro.S.Co. Mobility & Services Energy

• Long-term railway concession reduce exposure to frequent renewals

• Motorway concession expiring in 2028 – right to terminal value, likely technical extension

• Toll revenues subject to price cap mechanism and safeguard remuneration (avg. blended WACC ≈15%) 1

• Long-term contracts (≈10 years) ensure revenues visibility

• Obligation to take over leasing contracts on new operator

• Resilient assets with long lifecycle (avg. fleet remaining life ≈16 years2 )

• Fixed IRR = 5.5%

• Public Service Contracts compensation limit exposure to market fluctuations

• Public transport is an essential service

• Regulatory framework ensures fair remuneration (WACC ≈ 7.26%)

• Existing capacity >80% incentivized, benefit from socalled energy bills

• Development accessing to Feed-in Tariff (FER) promoted by the GSE

• Avg. expected IRR >10%

Low Volatility

2 – Weighted average residual life based on net book value at 31 December 2024

1 – Weighted average based on IRR "ante" (before 2020) and WACC "post" as by Economic and Financial Plan assumptions submitted to ART in 2024, may be subject to regulatory changes.

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Consolidated financial projections show progression driven by mobility infrastructure and energy

2023A 2024A 2024E 2029E

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Investments focused on low-volatility businesses

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Cash flow generation support investment plan

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Financial sustainability

UPDATE: €1bln loan agreement

• Syndication process attracted strong interest with an oversubscription of over 60%
• The financing includes three types of credit facilities:
  • o Term Facility: €500mln with 6y maturity and a partial amortization plan starting in 2029
  • o Capex Facility (Green Loan): €450mln with bullet repayment in 6y and +2 years extension option
  • o RCF: €50mln with 6y maturity and +2 years extension option
• Variable rate 6M Euribor + 1.5% / 1.9%
• Extension of the average maturity to 2031 – beyond the contractual expiration of MISE concession
• Sustainability-linked financing marks a further step forward on the path of integrating sustainability into FNM Group's strategy. KPIs consistent with Strategic Plan targets.

UPDATE: €40mln loan from Finlombarda

• 12y maturity consistent with useful life of rolling stock
• Variable rate 3M Euribor + 1.25%

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Relevant sustainability objectives

CLIMATE CHANGE AND BIODIVERSITY

• ✓ ≈ 35% reduction in emissions generated by buses and corporate consumption [tCO2eq vs 2023]
• ✓ ≈ 650 GWh of renewable energy production from photovoltaic and wind power
• ✓ ≈ 2 million sqm of areas affected by urban regeneration (FILI project)
• ✓ Adoption of a transition plan to achieve net-zero GHG emissions by 2050

OWN WORKFORCE, CONSUMERS AND END USERS

• ✓ Adoption of a Diversity, Equality & Inclusion Policy, in line with the CER – ETF "Women in Rail"
• ✓ ≈ €1,500K/km for investments related to highway network safety
• ✓ ≈ €270K/km for investments related to railway network safety
• ✓ ≈ 2 million sqm of areas affected by urban regeneration (FILI project)
• ✓ ≈ 25 km of additional track in highdensity areas, improving service quality

GOVERNANCE

✓ Introduction of an ESG reward system for FNM Group purchases with orders placed with suppliers with ESG scoring (by 2029)

✓ Business Impact Analysis in business continuity management and in the process of preparing business continuity plans

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ENVIRONMENT

Climate change

Key strategic levers for decarbonization:

MOBILITY INFRASTRUCTURE

MOTORWAYS

• enhancing safety
• digitization and development of sustainable infrastructure
• construction of five hydrogen distribution stations
• installation of charging stations for electric vehicles in service areas

RAILWAYS

• Sacconago logistics hub
• investments to upgrade railway infrastructure
• purchase of new electric trains

ENERGY

• investments for the development of installed capacity with an estimated annual production of approximately 650 GWh of green energy
• launch and development of the H2IseO Project, which includes hydrogen production (0.8 Kton/y @2029)

RO.S.CO.

• Investments with own funds for 13 new electric trains
• Purchase of hydrogen-powered trains
• Revamping of TAF trains
• Engagement with train suppliers for Scope 3 emissions reduction

MOBILITY & SERVICES

• improvement of public road transport
• renewal of the fleet and gradual replacement of diesel vehicles with higher environmental classes and incentives for the use of alternative fuels

Development of a transition plan in line with the timetable set out in the 2024-29 Strategic Plan

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FNM Group sector highlights after 2029

	Energy(€mln)	Ro.S.Co.(€mln)	Mobility &Services(€mln)	RailwayInfra.(€mln)	FNM Group"Core"(€mln)	FNM Groupw/MISE(€mln)
EBITDA	≈53	≈46	≈18	≈13	≈130	≈320
MaintenanceCapex	≈9	≈40	≈6/7	≈2	≈50/60	≈70	Doesn't include cash-in
Adj.NFP/EBITDA						3.0x-3.5x	of Terminal Value of€400-450mln1

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Surplus assets at book value (30 June 2025)

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Dividend Policy

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Group Overview

Strategic Plan 2024-2029

1H 2025 financial results

Appendix

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Financial Highlights – REPORTED1

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Operating Highlights | Sustainable mobility

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Operating Highlights | Renewable energy

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Consolidated financial results – REPORTED

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Consolidated financial results | Associates & JV

€mln	9M 2024	9M 2025	∆€
Trenord	6.4	0.1	(6.3)
Autostrada PedemontanaLombarda(APL)	(1.9)	0.4	2.3
Tangenziali Esternedi Milano (TEM)	(1.5)	6.7	8.2
Other	2.5	1.4	(1.1)
Profit (Loss) of companies consolidated at equity	5.5	8.6	3.1

• 1 Trenord performance penalized by increase in costs as well as write-downs, which more than offset the growth in revenues
• 2 Starting from 4Q24 APL benefits from capitalization of borrowing costs of the Senior Loan 1 following the start of works on sections B2 and C, with a consequent positive effect on the net result
• 3 Capital gain from revaluation at fair value of shareholding in Tangenziale Esterna (TE) following capital increase to refinance maturing debt and restructure its financial position1
• 4 Nord Energia (-€0.9mln) due to ongoing liquidation process and Nordcom (-€0.2mln) due to full consolidation from 15th July 2024

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Consolidated financial results | Segment results

	REPORTED
Adj. EBITDA (€ mln)	9M 2024	9M 2025	∆€	∆%
Motorways	126.4	130.4	4.0	+3.2%
Railway infrastructure	4.8	6.4	1.6	+33.3%
Energy	9.8	12.9	3.1	+31.6%
Ro.S.Co	26.6	22.1	(4.5)	-16.9%
Mobility & Services	5.4	12.3	6.9	n.m.
Total	173.0	184.1	11.1	+6.4%

Adj. EBITDA (€ mln)	9M 2024	9M 2025	∆€	∆%
Motorways	126.4	130.4	4.0	+3.2%
Railway infrastructure	4.8	6.4	1.6	+33.3%
Energy	11.3	12.9	1.6	+14.2%
Ro.S.Co	26.6	22.1	(4.5)	-16.9%
Mobility & Services	5.4	12.3	6.9	n.m.
Total	174.5	184.1	9.6	+5.5%

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Cash flow generation

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Financial sustainability | Gross debt composition

Long term credit ratings

Baa3 BBB+ Stable Positive

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Financial sustainability | Maturity structure

UPDATE:

• €1bln loan agreement signed on July 22nd leading to extension of the average maturity to 2031
• All conditions precedent for the first drawing are met, including the effectiveness of Concession Addendum #2 from October 22nd for the regulatory period 2020-2024
• Drawdown of €40mln loan from Finlombarda on July 29th
• Repayment of €85mln Bridge loan facility on August 12th with available cash balance

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FY 2025 outlook: Confirmed EBITDA and Adj. NFP estimates, CAPEX revised downward

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Group Overview

Strategic Plan 2024-2029

1H 2025 financial results

Appendix

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Core business segments overview

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Unfolding the MISE concession – a journey shaped by external events

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Addendum #2 from 2020-2024 EFP acknowledges MISE's right to receive a terminal value at concession expiry…

Concession Addendum #1

• › Regulatory period 2013-2017
• › Full completion and amortization of investments

Concession Addendum #2

• › Regulatory period 2020-2024, effective from 22 October 2025
• › Right to receive a terminal value equal to non-amortized assets
• › Does NOT take into account the recovery of the "Covid-19 effect" and any "Inflationary effect" – they will be included in the 2025-2028 EFP

Concession Addendum #3

• › Regulatory period 2025-2028, will formalize the approved new 2025-2028 EFP
• › MISE has included a terminal value as the only path to avoid tariff increases above sustainable levels, in line with provisions of Art.8 of Addendum #2
• › Current draft envisages a take-over value ≈€430mln related to planned investments that won't be amortized by 2028

NEW ELEMENT: APPROVED RIGHT TO TAKE-OVER VALUE

ARTICLE 8.3

"Per le opere assentite che il Concessionario ha già eseguito e non ancora ammortizzato alla scadenza della concessione, il Concessionario uscente ha diritto a un indennizzo di tali poste dell'investimento da parte del subentrante, pari al costo effettivamente sostenuto, al netto degli ammortamenti, dei beni reversibili non ancora ammortizzati come risultante dal bilancio di esercizio alla data dell'anno in cui termina la concessione, e delle variazioni eseguite a fini regolatori. L'importo del valore di subentro è a carico del Concessionario subentrante"

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… and the duty to continue ordinary operations with a right to apply tariff increases until concession hand over

› Applicable tariffs

• − Operational charge: based on the "carryover" of the tariff in force
• − Construction charge: determined with art.21 of ART n.69/2019
• › Starting RAB = Takeover value at concession expiry
  • − decreased annually by the average depreciation of the last 3 years
  • − increased annually by necessary capex
• › Allowed rate of remuneration = WACC at concession expiry
  • − remunerated trough the construction tariff
  • − Excess of collected cash flows vs amount allowed by ART, reduce the final terminal value

FOCUS: ART DEFINES TECHNICAL EXTENSION MECHANISM

ARTICLE 8.1

"[…] Alla scadenza della concessione, salva diversa indicazione del Concedente, il Concessionario resta obbligato a proseguire nella gestione ordinaria delle autostrade e delle relative pertinenze, alle condizioni della presente Convenzione come modificata con il presente Atto aggiuntivo e dalla Misura 29 dell'allegato A della delibera ART n. 69 del 2019 […]

Il Concessionario uscente resta, altresì, titolare delle tariffe di pedaggio autostradale di cui all'art. 16 del presente Atto Aggiuntivo e del relativo diritto di conseguire gli eventuali aggiornamenti tariffari maturati nel periodo […]."

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Motorway | Financial and operating highlights

STRATEGIC OBJECTIVE

• Strengthen position in motorway concessions, leveraging recent know-how and O&M expertise

• Participate in upcoming concession tender for MISE when launched

• Management of MISE concession expiring in Oct.'28 trough a technical extension (Art. 29 – ART 69/2019)

• Delivery of €555mln investment plan

• Approval by CIPESS and Court of Auditors of EFP 2025-2028 with quantification of the take-over value, which could be reduced for the net benefits deriving from the technical extension

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CAPEX plan back-end loaded and short remaining concession life…

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… determine terminal value at concession expiry

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The acquisition of Viridis initiates a strategic path that brings multiple benefits to the FNM Group…

1

Diversify mobility infrastructure portfolio and enhance growth potential:

• › Expands FNM's portfolio with a different risk/return profile, mitigated by incentivized contracts (CFDs/energy bills) for energy production
• › Overall more balanced portfolio thanks to higher expected IRR, longer duration and uncorrelated revenue streams
• › Fully aligned with strategic objectives for sustainable growth, advancing ESG targets and supporting energy transition

2

Agile operational structure which allows for a flexible development approach:

• › Existing asset portfolio and agile structure with proven know-how in the sector immediately operational and able to generate operating cash flows
• › Well-diversified pipeline allowing flexible growth based on external conditions and financial availability
• › Selective greenfield development leveraging on significant existing opportunities and strong project success rates leads to attractive IRR, also improved by in-house project development

3

A team with extensive renewable energy experience and a solid track record:

• › Acquisition of an industrial entity that has the ability to grow, develop and manage investments over time with a successful track record
• › Management with proven capabilities in leading energy organizations with average experience of 16 years in clean energy
• › Developed and revamped ≈150 MW of greenfield and brownfield projects, with ≈110 MW sold to major renewable investment funds

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Energy | Financial and operating highlights

>99% plant availability >81% performance ratio ≈39 FTE Gross CAPEX ≈0.7 €mln/MW ≈1.5 €mln/MW

Expanding its presence in renewable energy, investing in both PV and Wind power, to actively contribute to the energy transition

• Realize and operate ≈350 MW of PV and Wind plants by end of 2029, accessing incentivized tariffs (FER1 and FERX)
• No self consumption assumed, energy sold to third parties
• Potential pipeline of up to ≈700 MW (≈100 MW authorized and/or nearly authorized)
• Manage biogas facilities until incentives expire in 2028
• Start hydrogen production for rail transport and distribution for motorway network

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Industry-leading asset management and O&M

• Flexible O&M: In-house asset management combining outsourced O&M activities performed by prime suppliers with 24/7 availability and premium/penalty for emergencies
• Maximize plants availability and efficiency and spending rationalization
• Overhead costs on average ≈€2/3mln per year1
• Selected technologies and quality of EPC components:
  • − Tier 1 panel and inverter suppliers
  • − Technological Evolution: starting with mono and bifacial panels. Mono-PERC technology is used up to 2024 with efficiency improvements expected through the transition to mono-TopCon from 2025 onwards, targeting >23% module efficiency

Direct OPEX PV & Wind | €/MWh Achieved through…

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Goal to develop pipeline for additional 280 MW by 2029

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emarket sdir storage CERTIFIED

Production maximization and route to market

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Ro.S.Co | Financial and operating highlights

STRATEGIC OBJECTIVE

• Consolidate its role as Ro.S.Co. for Local Public Transport by pursuing criteria of environmental and economic sustainability

• Remuneration:
  • − All rolling stock capex remunerated at the same fixed IRR of 5.5%, with potential upside
• Capex:
  • − 13 new electric trains for ≈€130mln
  • − H2 trains purchased with PNRR, National and Regional funds (Capex managed-only by FNM Group)

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Mobility infrastructure - Railway | Financial and operating highlights

STRATEGIC OBJECTIVE

• Strengthen rail network management under concession

• Execute funded investments in railway network and rolling stock

• Complete Sacconago (Busto Arsizio) logistics hub with associated investments

• Manage the regional rail network under concession from Regione Lombardia

• Procure new trainsets to renew Trenord fleet on behalf of RL (managed-only)

• Enhance rail infrastructure investments fully funded by RL (managed-only)

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Mobility & Services | Financial and operating highlights

STRATEGIC OBJECTIVE

Consolidate positioning in the LPT sector and prepare for the new tenders planned after 2029 to create a "Lombardy hub" of mobility

• Verona:
  • − EFP renewal assumptions for 2026- 2029 with current remuneration (WACC= 8.5%)
  • − Starting trolleybus operation from 2027
  • − Investment grants ≈€75mln
• Lombardy2 : concession extension hypothesis until 2029, with investment in electric buses in 2025 and 2029
• Payment system with positive margins from 2027

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Trenord | Among the most important LPT railway players in Europe excluding the National train operatorsties

Pax/day

• Trenord is a 50:50 JV between Trenitalia and FNM Group and operates passengers rail services in Lombardy region
• Trenord, established in 2011, is a leading suburban and regional rail operator in Europe, servicing 460 stations over 2,000 km of network. It covers 77% of Lombardy's municipalities, benefiting 92% of its citizens. Additionally, Trenord manages the Milan rail link (Passante Milanese), the connections to the Canton of Ticino (in partnership with Swiss Federal Railways), and the Malpensa Express to Malpensa International Airport
• Part of the fleet is leased for a fee from FNM and Trenitalia. The remaining portion is made available under a free loan agreement by Regione Lombardia

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APL | A strategic infrastructure for Lombardy's road system

Source: APL, Sustainability Report 2023

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TEM | The new outer road system in Milan

• FNM holds though MISE a 10.2% stake in TE1 (ASTM controls the remaining 88.7%)
• The new outer ring road system was needed to improve traffic flow:
  • ✓ rationalize the congested mobility following significant urban expansion, especially towards the east, integrating the route of the existing ring roads
  • ✓ geographical area with a strong industrial vocation, connecting the A35 – BreBeMi with the existing Milan ring road system (East, West and North) managed by MISE
• Total length of 32km, as well as 38km of interchanges and related works
• The entire route went into operation in 2015, with the concession set to expire on 16 May 2065

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Mobility as a Community | The community-based approach as an innovative paradigm, exploiting new technologies

MaaC Ecosystem

FNM has initiated a VENTURE CAPITAL PATH, investing in STARTUPS consistently with a clear industrial logic and a long-term approach, to complement traditional mobility business with NEW PARADIGMS and with a DATA-DRIVEN APPROACH

• FNM joined CDP Venture Capital Sgr's Corporate Partners I Fund in 2023: the Group is investing €10mln in the Infratech Compartment
• FNM invested €8.5mln in startups with market-based business models, integrating these business with FNM's core activities and increasing their value (synergies) - further support within Plan's horizon
• Continuous innovation, people training and new operating models as pillars of the Group's Plan
• Development of an innovative mobility platform, Flexymob, evolving the Mobility-as-a-Service paradigm towards the Mobility-as-a-Community one

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Flexymob | A platform that aggregates mobility services

• Flexymob is a digital platform designed for B2B clients, aggregating mobility services to meet the needs of businesses, large events and stadiums

• Key Features:

• − Centralized platform for planning, booking, and paying for mobility solutions
• − Tailored solutions based on mobility habits and specific needs
• − Enhanced community experience through seamless service integration

• Goals:

• − Support the full transition to green mobility
• − Provide efficient, user-friendly access to sustainable transport options
• The platform simplifies mobility management while promoting eco-friendly practices

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4%

8%

ENVIRONMENT

GHG Emissions

Main highlights:

Scope 3

39%

• 49% Capital goods (Cat.2)
• 39% Investments (Cat.15)
  • 8% Purchased goods and services (Cat.1)
• 4% Fuel and energy activities (Cat.3), Upstream transportation and distribution (Cat.4), Waste generated during operations (Cat.5), Business travel (Cat.6), Employee commuting (Cat.7)

92% of energy used by the Group from certified renewable sources for corporate consumption → over 16,000 tCO2e avoided

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Contacts

Valeria Minazzi

Investor Relations Director

Fixed line: +39 02 8511 4302

valeria.minazzi@fnmgroup.it

investor.relations@fnmgroup.it