Ascopiave S p A : The Board of Directors has approved the results for the first half of 2022

PRESS RELEASE

ASCOPIAVE: The Board of Directors has approved the results for the first half of 2022

Gross Operating Margin: Euro 36.0 million (Euro 31.6 million in the first half of 2021)

Operating Result: Euro 14.4 million (Euro 13.9 million in the first half of 2021) Group's Net Profit: Euro 23.2 million (Euro 26.9 million in the first half of 2021)

Net Financial Position: Euro 501.3 million, an increase as compared to 31st December 2021 (Euro

347.5 million).

The Board of Directors of Ascopiave S.p.A., which had a meeting chaired by Mr Nicola Cecconato today, has acknowledged and approved Ascopiave Group's interim report as of 30th June 2022, drafted in compliance with the International Accounting Standards IAS/IFRS.

Nicola Cecconato, Ascopiave, Chairman, commented: "The results of the first half of 2022 are generally positive, although influenced by the expected effects of the tariff reductions resolved by the ARERA, the impact of drought on hydroelectric production as well as the consequences of the Government's measures aimed at limiting the margins of companies operating in the renewable energy sector. The results were affected by the contribution of the company acquisitions in the renewable energy and in the gas distribution sectors.

Investments are on the rise compared to the same period last year, also including the expenditures incurred for the recent acquisitions. The results achieved and the solidity of our financial position encourage us to continue our development process, following the guidelines set out in the strategic plan".

Change in the scope of consolidation subsequent to extraordinary operations performed at the end of 2021 and in the first half of 2022

On 21st December 2021, Ascopiave S.p.A. finalised the purchase of six hydroelectric plants with a rated power of 4.6 MW from the EVA Group. The transaction involved the full acquisition of the company Fotovoltaica S.r.l., now renamed "Asco Renewables S.p.A.", to which the investments held in the companies Eosforo S.r.l., Morina S.r.l. and Sangineto Energie S.r.l., owners of the hydroelectric plants involved in the transaction and holders of the concessions for their operation, had been previously transferred. The balance sheet values of the acquired companies were consolidated as of 31st December 2021, while their profit/loss figures are consolidated on a line by line basis commencing 1st January 2022.

The business combination was provisionally recognised on 31st December 2021 in accordance with the international accounting standard IFRS 3.62.

On 21st January 2022, the Ascopiave Group acquired, through Asco Renewables S.p.A., a 60% stake in the capital of Salinella Eolico S.r.l.. The company, whose remaining 40% is held by Renco S.p.A., plans to build a wind farm with a rated capacity of up to 21 MW; the competent authorities have already granted part of the authorisations, while the pending permits are well underway.

On 28th January 2022, Ascopiave S.p.A. acquired a 79.74% stake in the share capital of Eusebio Energia S.r.l. (now "Asco EG S.p.A."), a company which runs 22 plants for the production of electricity from renewable sources, of which 21 hydroelectric plants, for a total capacity of 44 MW, located in Lombardy and Veneto, and a wind farm, consisting of 14 turbines of 1 MW each, located in Campania

Both companies were consolidated on a line-by-line basis with effect from 1st January 2022.

On 1st April 2022, the Consortium formed by Ascopiave S.p.A., ACEA S.p.A. and Iren S.p.A. closed the agreement with the A2A Group for the acquisition of some assets pertaining to the natural gas distribution service. With this operation, Ascopiave S.p.A. acquired a 56.101% stake in Romeo Gas S.p.A. which, in addition to direct operations, also holds 78.441% of the share capital of Serenissima Gas S.p.A..

The profit/loss and balance sheet data of both companies were consolidated on a line-by-line basis with effect from 1st April 2022.

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The business combinations were provisionally recognised in accordance with the international accounting standard IFRS 3.62.

Gross operating margin

Gross operating margin in the first half of 2022 amounted to Euro 36.0 million, an increase compared to Euro 31.6 million in the same period in 2021 (+13.9%).

The contribution to the gross operating margin of the extension of the scope of consolidation to include the recently acquired companies is positive and amounts to Euro 3.8 million. The companies active in the hydroelectric and wind power sectors, although production was affected by the drought and despite the Government's measures aimed at limiting the profits of companies in the renewable energy sector, contribute positively to the gross operating margin with Euro 1.8 million, while the newly acquired companies operating in gas distribution contribute to the tune of Euro 2.0 million.

Considering the same scope of consolidation, the gross operating margin increased by Euro 0.6 million. Tariff revenues on gas distribution, equal to Euro 51.6 million, decreased by Euro 2.6 million, while the margin on energy efficiency certificates improved by Euro 0.2 million.

The change in the balance of the item "residual costs and revenues" positively affected the gross operating margin (+Euro 3.0 million). Among the most remarkable variations, there were higher revenues to the tune of Euro 6.3 million (of which Euro 6.5 million from the EstEnenergy Group and Amgas Blu S.r.l. for the early termination of some service agreements), only partially offset by higher costs for staff for Euro 0.5 million and higher costs for materials, services and other charges for Euro 2.8 million.

Operating Result

The operating result in the first half of 2022 amounted to Euro 14.4 million, compared to Euro 13.9 million in the same period in 2021 (+3.8%). This increase is explained by the rise in the gross operating margin, only partially offset by higher amortisation, depreciation and write-downs (+Euro 3.9 million), mainly due to the extension of the scope of consolidation to include the newly acquired companies.

Net Profit

The consolidated net profit amounted to Euro 23.2 million, down Euro 3.7 million (-14.0%) compared to the first half of 2021 (-13.8%).

Net financial income, equal to Euro 2.3 million, decreased by Euro 0.1 million compared to the first half of 2021, due to the increase in financial charges accrued in the period, amounting to Euro 0.9 million, which were almost entirely offset by the higher income received from the investees Acsm-Agam and Hera Comm for Euro 0.8 million and the increase in other financial income to the tune of Euro 0.1 million.

The results of the EstEnergy Group in the first half of 2022 contributed to the net profit of the Ascopiave Group in proportion to the stake held, i.e. to the tune of Euro 10.9 million, down Euro 3.2 million compared to the first half of 2021. The change is mainly explained by the recognition of the penalties that some EstEnergy Group companies will have to pay to Ascopiave S.p.A. due to the early termination of some service agreements. The valuation using the equity method performed at the end of the reference period also includes, in proportion to the investment held, the results achieved by Cogeide S.p.A. to the tune of Euro 0.4 million, up Euro 0.3 million compared to the first half of 2021.

Taxes allocated in the first half of 2022 are recorded in the income statement for Euro 5.5 million and include the extraordinary tax on unjustified energy profits, introduced by Law Decree no. 21 dated 21st March 2022 and amounting to Euro 1.5 million. The tax rate, calculated by normalising the pre-tax result of the effects of the consolidation of the companies consolidated with the equity method, the income of the investees and the extraordinary tax on unjustified energy profits recognised pursuant to Law Decree no. 21 dated 21st March 2022, is 31.8%.

Assets held for sale (i.e. Romeo Gas's businesses which, in compliance with the agreements signed by Ascopiave and the other shareholders of the company, will be spun off for the benefit of the same other shareholders within 12 months of closing the acquisition) achieved a net result of Euro 0.6 million.

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Revenue from sales

The Ascopiave Group closed the first half of 2022 with consolidated revenues amounting to Euro 81.4 million, compared to Euro 66.1 million recorded in the first half of 2021 (+23.2%). The extension of the scope of consolidation to include the newly acquired companies resulted in the recognition of revenues amounting to Euro 9.2 million, of which Euro 5.4 million relating to the hydroelectric and wind power segments and Euro 3.8 million to gas distribution. Considering the same scope of consolidation, the increase in turnover is mainly explained by higher revenues from energy efficiency certificates (+Euro 2.4 million), due to the decrease in the objectives expected for 2022, and higher revenues for services rendered to Group companies (+Euro 5.6 million), affected by the early termination of some service agreements, as mentioned above. Revenues from gas transport, on the other hand, decreased by Euro 2.7 million.

Operating performance in the first six months of 2022

The volumes of gas distributed through the networks managed by the Group companies were 885.5 million cubic metres, down 3.6% compared to the first half of 2021.

As of 30th June 2022, the network managed by the Group has an extension of 14,588 km and connects 890,622 users.

In the first half of 2022, the hydroelectric and wind plants managed by the Group companies, with a total capacity of 62.5 MW, produced 43.1 GWh of electricity, a figure adversely affected by the severe drought in the reference period.

Investments

In the first half of 2022, the Group made investments in intangible and tangible fixed assets for Euro 26.8 million, up Euro 4.2 million compared to the same period in the previous year. They mainly concerned the development, maintenance and upgrade of gas distribution networks and systems.

Specifically, investments in networks and systems amounted to Euro 22.7 million, of which Euro 6.9 million in connections, Euro 9.8 million in enlargements, maintenance and upgrades of the network and Euro 0.7 million in reduction and pre-heating systems. Investments in metres and adjusters amounted to Euro 5.3 million.

Investments in renewable energy amounted to Euro 2.7 million and mainly relate to the construction, not yet completed, of a wind farm.

Indebtedness and financial ratios

The Group's net financial position as of 30th June 2022 amounted to Euro 501.3 million, up Euro 153.8 million as compared to 31st December 2021.

The overall negative financial flow was determined mainly by the following operations:

• The cash flow generated financial resources totalling Euro 44.8 million;
• Net investments in tangible and intangible fixed assets caused the expenditure of Euro 26.8 million;
• The management of net operating working capital and net fiscal capital absorbed resources totalling Euro 9.7 million;
• The management of equity (distribution of dividends to shareholders net of dividends collected from investees) caused the financial expenditure of Euro 10.5 million;
• The purchase of the stakes in the newly acquired companies resulted in investments of Euro 112.6 million (equity value), and an increase in the net consolidated financial position of Euro 39.1 million.

Significant events during the first half of 2022

Shareholders' Agreements - amendment to voting rights

On 5th January 2022, pursuant to current laws and regulations, Ascopiave announced that an updated version of the essential information relating to the Shareholders' Agreement signed on 16th March 2020 was published in the Corporate Governance section of the website www.gruppoascopiave.it. Only the number of the voting rights held by some signatory shareholders was updated due to the introduction of increased voting rights, as notified by Ascopiave on 7th October 2021 and 5th November 2021. Pursuant to Articles 65- quinquies, 65-sexies and 65-septies of the Issuers' Regulation, the document was made available to the public at the registered office, at Borsa Italiana S.p.A., on the authorised storage mechanism "eMarket Storage" (www.emarketstorage.com) provided by Spafid Connect S.p.A., as well as in the Corporate Governance section of the website www.gruppoascopiave.it.

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The Ascopiave Group enters the wind power generation sector

On 21st January 2022, the Ascopiave Group announced that it had acquired, through the subsidiary Asco Renewables S.p.A., a 60% stake in the capital of Salinella Eolico S.r.l., belonging to Renco S.p.A.. Salinella Eolico S.r.l., whose remaining 40% stake is held by Renco S.p.A., plans to build a wind farm in the Province of Catanzaro with a rated capacity of up to 21 MW; the competent authorities have already granted part of the authorisations, while the pending permits are well underway. The wind farm will be erected by Renco S.p.A. and entail a total investment of approximately Euro 30 million.

Acquisition of the majority stake in Eusebio Energia S.r.l. (now "Asco EG S.p.A."), a company operating in the energy field

On 28th January 2022, Ascopiave S.p.A. announced the finalisation of an additional investment in the renewable energy sector, specifically in the hydroelectric and wind power segments, as stated in the 2020- 2024 Strategic Plan.

The investment consisted in the acquisition by Ascopiave of the 79.74% majority stake held by Supermissile S.r.l. in the share capital of Eusebio Energia S.r.l. (now "Asco EG S.p.A."), a company operating in the energy sector.

The acquired company has 22 plants for the production of electricity from renewable sources, of which 21 hydroelectric plants, for a total capacity of 44 MW, located in Lombardy and Veneto, and a wind farm, consisting of 14 turbines of 1 MW each, located in Campania.

The price paid upon closing for the acquisition of the above-mentioned majority stake is Euro 44.8 million, featuring an earn-out clause. Eusebio's estimated net financial position at 31st December 2021 was Euro 18.5 million.

2021-2025 strategic plan

On 31st January 2022, the Board of Directors approved the Group's 2021-2025 strategic plan.

The plan confirms the strategic guidelines drawn up last year, outlining a process of sustainable growth both in the core business of gas distribution and in new areas, specifically in the renewable energy sector - which the Group has recently penetrated through the M&A operations finalised in the past two months - and in the green gas segment.

The Company announced that such development will not affect the balance of the financial structure, ensuring a stable and profitable distribution of dividends.

Economic and financial highlights:

• EBITDA in 2025: Euro 102 million (+Euro 36 million compared to 2021 preliminary figures)
• Net profit in 2025: Euro 46 million (+Euro 2 million compared to 2021 preliminary figures)
• Net investments in 2021-2025: Euro 599 million
• Net debt in 2025: Euro 608 million
• Financial leverage (Net financial position / Shareholder's equity) in 2025: 0.68
• Forecast of dividends distributed: 16.5 cents per share in 2021, with an increase of 0.5 cents per

share in subsequent years until 2025.

The plan has developed a scenario that will leverage the tenders won by the Group, if any, for the gas distribution service in the relevant minimum territorial areas. This opportunity, which depends, among other things, on the actual publication schedule of the calls for tenders, has involved a further estimated growth in EBITDA of Euro 16 million by 2025 and an increase in investments of Euro 59 million.

Announcement of the total amount of voting rights pursuant to art. 85-bis, paragraph 4-bis, of Consob Regulation 11971 dated 14th May 1999

On 7th March 2022, Ascopiave S.p.A. announced that the increase in the voting rights in relation to 7,149,505 ordinary shares of the Company became effective pursuant to art. 127-quinquies of Italian Legislative Decree 98/1998 and art. 6 of the Articles of Association of Ascopiave. For the sake of completeness, on the same date Ascopiave also announced that - pursuant to art. 6.11 of the Articles of Association of Ascopiave - in December 2021, 45,000 ordinary shares were cancelled from the Special List, subsequent to a communication from the intermediary of the shareholder Asco Holding S.p.A., received by the person in charge of managing the Special List, stating the loss of the right in rem legitimising the registration in the Special List. Such shares had been registered in the Special List on 26th March 2020.

Subsequently, specifically on 7th April 2022 and 6th May 2022, Ascopiave S.p.A. announced that the increase in the voting rights of some additional ordinary shares of the Company became effective, pursuant to art.

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127-quinquies of Legislative Decree 98/1998 and art. 6 of Ascopiave's Articles of Association. Therefore, as of today, Ascopiave ordinary shares with increased voting rights amount to 159,965,485 shares. Article 6 of the Articles of Association of Ascopiave attributes two votes to each share which has belonged to the same shareholder for an uninterrupted period of at least twenty-four months from the date of registration in the Special List established pursuant to art. 6.8 of the Articles of Association.

The Company has published, on the basis of the information in its possession, the data relating to the outstanding shares and the number of voting rights that can be exercised.

The consortium formed by Ascopiave, ACEA and Iren finalised the acquisition from A2A of some gas distribution concessions

On 1st April 2021, the Consortium made up of Ascopiave S.p.A., ACEA S.p.A. and Iren S.p.A. announced the closing of the agreement with the A2A Group for the acquisition of some assets relating to the natural gas distribution service, as mentioned in the press release dated 31st December 2021.

The business acquired through the operation boasts about 157,000 users, distributed in 8 Italian regions, belonging to 24 Territorial Areas, and over 2,800 km of network.

The assets of interest to Ascopiave S.p.A. consist of concessions in 15 Territorial Areas located in Veneto, Friuli Venezia Giulia and Lombardy, for a total of approximately 114,300 redelivery points. The value of the acquired assets in terms of enterprise value is Euro 73.2 million, including the 78.44% investment in Serenissima Gas S.p.A., the holder of a portion of the concessions involved (about 41,700 redelivery points). The assets of interest to ACEA S.p.A. consist of concessions in 5 Territorial Areas: 2 in the Abruzzi, 2 in Molise and 1 in Campania, totalling approximately 30,700 redelivery points. The enterprise value is Euro 35.8 million.

The assets of interest to Iren S.p.A. consist of concessions in 4 Territorial Areas (1 in Lombardy and 3 in Emilia-Romagna) totalling approximately 12,000 redelivery points. The enterprise value is Euro 16.4 million; the condition precedent for the transfer of the business unit owned by Retragas was not met, therefore the unit is currently excluded from the scope of consolidation.

Shareholders' Agreements - amendment

On 25th April 2022, pursuant to current laws and regulations, Ascopiave S.p.A. announced that an updated version of the essential information relating to the Shareholders' Agreement signed on 16th March 2020 was published in the Corporate Governance section of the website www.gruppoascopiave.it. Only the number of the voting rights held by some signatory shareholders was updated due to the introduction of increased voting rights; furthermore, some signatory shareholders transferred to the agreement some additional Ascopiave S.p.A.'s shares.

Pursuant to Articles 65-quinquies,65-sexies and 65-septies of the Issuers' Regulation, the document was made available to the public at the registered office, at Borsa Italiana S.p.A. (www.borsaitaliana.it), on the authorised storage mechanism "eMarket Storage" (www.emarketstorage.com) provided by Spafid Connect S.p.A., as well as in the Corporate Governance section of the website www.gruppoascopiave.it.

Ordinary Shareholders' meeting of 28th April 2022

The Ordinary Shareholders' Meeting of Ascopiave S.p.A. convened on 28th April 2022, chaired by Mr Nicola Cecconato.

The ordinary Shareholders' Meeting approved the financial statements for the year and acknowledged the Group's consolidated financial statements as at 31st December 2021, and resolved to distribute an ordinary dividend of 0.165 Euro per share, totalling Euro 35.8 million, an amount calculated on the basis of the outstanding shares at the reporting date of the year ended 2021. The ordinary dividend was paid on 4th May 2022, with dividend date (coupon identified with no. 18) on 2nd May 2022 and record date on 3rd May 2022.

The Shareholders' Meeting also approved with binding vote the first section of the Report on the remuneration policy and on the fees paid prepared pursuant to article 123-ter of Italian Legislative Decree dated 24th February 1998, no. 58 ("TUF" - Consolidated Finance Law) (i.e. the remuneration policy for the year 2022).

Furthermore, the Shareholders' Meeting expressed a favourable advisory vote on the second section of the Report on the remuneration policy and on the fees paid prepared pursuant to article 123-ter of TUF (i.e. the report on the fees paid in 2021).

Finally, the Shareholders' Meeting approved the authorisation for the purchase and sale of treasury shares, subject to revocation of the previous authorisation granted by the Shareholders' Meeting on 29th April 2021, for the non-executed portion.

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