Ascopiave S p A : The Board of Directors has approved the results for the first half of 2021

PRESS RELEASE

ASCOPIAVE: The Board of Directors has approved the results for the first half of 2021.

Gross Operating Margin: Euro 31.6 million (Euro 29.6 million in the first half of 2020)

Operating Result: Euro 13.9 million (Euro 12.9 million in the first half of 2020)

Net Consolidated Profit: Euro 26.9 million (Euro 21.2 million in the first half of 2020)

Net Financial Position: Euro 317.8 million, a decrease as compared to 31st December 2020 (Euro 338.5

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 2021, drafted in compliance with the International Accounting Standards IAS/IFRS.

Nicola Cecconato, Ascopiave, Chairman, commented: "Ascopiave closed the first half of 2021 with a significant upward trend in operating results, thanks to the positive contribution of all business areas. The investments made are consistent with the plans and record a marked recovery compared to last year, when the business stagnated due to the outbreak of the pandemic. The Group manages the scope of its core businesses in accordance with principles of economic efficiency and paying constant attention to the quality of services, trying to seize the opportunities for development offered by the market. In order to improve environmental sustainability and safety, the Group has recently adopted a new technology, Picarro Surveyor, one of the most innovative systems for effectively detecting gas leaks. The use of this technology will improve network remediation, raising safety levels and contributing to the progressive reduction of methane gas emissions into the atmosphere, in line with the objectives set by the EU and the Integrated National Plan for Energy and the Climate".

Gross operating margin

Gross operating margin in the first half of 2021 amounted to Euro 31.6 million, an increase compared to Euro 29.6 million in the same period of the previous year (+6.7%).

Tariff revenues, totalling Euro 54.2 million, decreased by Euro 0.2 million, while the margin achieved on energy efficiency certificates improved by Euro 1.0 million.

The change in the balance of the item "residual costs and revenues" positively affected the gross operating margin (+Euro 1.2 million). Among the most remarkable variations, there were lower staff costs for Euro 0.5 million and higher revenues for Euro 0.9 million, only partially offset by higher costs for materials, services and other charges for Euro 0.2 million.

Operating Result

The operating result in the first half of 2021 amounted to Euro 13.9 million, compared to Euro 12.9 million in the same period of the previous year (+7.7%). The growth recorded is explained by the increase in gross operating margin, only partially offset by the increase in amortisation and depreciation and write-downs recorded in the period (+Euro 1.0 million).

Net Profit

The consolidated net profit amounted to Euro 26.9 million, marking an increase of Euro 5.7 million compared to the first half of 2020 (+26.8%).

Net financial charges, equal to Euro 2.4 million, decreased by Euro 0.3 million compared to the first half of 2020, due to the higher financial charges accrued. In each period, the income from the investee companies Acsm-Agam and Hera Comm are recorded for Euro 3.5 million.

The results of the Estenergy Group in the first half of 2021 contributed to the net profit of the Ascopiave Group in proportion to the stake held, i.e. to the tune of Euro 14.2 million, up Euro 4.7 million compared to the first half of 2020, partly due to the positive change in the hedge accounting reserve. The valuation using the equity method

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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 0.2 million.

Taxes allocated in the first half of 2021 are recorded in the income statement for Euro 3.7 million, and therefore the tax rate, calculated by normalising the pre-tax result of the effects of the consolidation of the companies consolidated with the equity method and the income of the investees, is 28.9%.

Revenue from sales

The Ascopiave Group closed the first half of 2021 with consolidated revenues amounting to Euro 66.1 million, compared to Euro 86.5 million recorded in the first half of 2020 (-23.6%). The decrease in turnover, which had no negative impact on profit margins, is mainly explained by the decline in revenues from energy efficiency certificates due to the decrease in the objectives expected for 2021.

Operating performance in the first six months of 2021

The volumes of gas distributed through the networks managed by the Group companies were 918.5 million cubic metres, up 14.3% compared to the first half of 2020.

As of 30th June 2021, the network managed by the Group has an extension of 12,946 km and connects 776,396 users.

In the first half of 2021, the Group adopted Picarro Surveyor, one of the most innovative systems for preventive pipeline monitoring and leak detection, based on CRDS (Cavity Ring-Down Spectroscopy). The system consists of a series of apparatuses and devices installed on a special vehicle which, combined with the use of cutting-edge analysis software, guarantee a sensitivity in the detection of the presence of gas in the air which is at least three orders of magnitude higher than traditional systems (parts per billion versus parts per million). The vehicle, already active in the experimental stage, will be used to inspect the network managed, over 12,000 kilometres long.

With the adoption of this system, Ascopiave aims to: improve the safety of the distribution service thanks to the greater effectiveness of the inspection system; improve the criteria for planning network remediation and implementing a predictive system for replacing pipelines; contribute to reducing gas emissions into the atmosphere, in accordance with the energy efficiency and security objectives set by the European Union and the 2030 Integrated National Plan for Energy and the Climate.

Investments

In the first half of 2021, the Group made investments in intangible and tangible fixed assets for Euro 22.6 million, up Euro 7.0 million compared to the same period of 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 21.6 million, of which Euro 6.3 million in connections, Euro 9.1 million in enlargements, maintenance and upgrades of the network and Euro 0.3 million in reduction and pre-heating systems. Investments in metres and adjusters amounted to Euro 5.9 million.

Indebtedness and financial ratios

The Group's net financial position as of 30th June 2021 amounted to Euro 317.8 million, a decrease of Euro 20.7 million as compared to 31st December 2020.

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

• The cash flow generated financial resources totalling Euro 44.6 million;
• Net investments in fixed assets caused the expenditure of Euro 22.6 million;
• The management of net operating working capital and net fiscal capital generated resources totalling Euro 12.4 million; the positive contribution of the management of working capital is mainly due to the collection of the value of the energy efficiency certificates delivered in January 2021 and related to the objectives of previous years for Euro 20,3 million;
• The management of equity (distribution of dividends to shareholders and dividends collected from investees and purchase/sale of treasury shares), caused the financial expenditure of Euro 13.7 million.

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Significant events during the first half of 2021

The Board of Directors approved the Ascopiave Group's 2020-2024 strategic plan

On 15th January 2021, the Board of Directors of Ascopiave S.p.A, in a meeting chaired by Mr Nicola Cecconato, approved the 2020-2024 strategic plan of the Ascopiave Group.

The plan envisages a sustainable growth process that will improve corporate profitability while maintaining a balanced financial structure and a stable and advantageous distribution of dividends. Economic and financial highlights:

• EBITDA in 2024: Euro 87 million (+Euro 25 million compared to 2020 preliminary financial statements)
• Net profit in 2024: Euro 51 million (+Euro 11 million compared to 2020 preliminary financial statements)
• Investments in 2020-2024: Euro 497 million
• Net debt in 2024: Euro 500 million
• Financial leverage (Net financial position / Shareholder's equity) in 2024: 0.57
• Forecast of dividends distributed: 16 cents per share in 2020, with an increase of 0.5 cents per share in subsequent years until 2024. The dividends approved and distributed in 2021 (relating to 2020) were in line with the indications of the Plan.

The plan develops a scenario that leverages the tenders won by the Group, if any, for the gas distribution service. This opportunity, which depends, among other things, on the actual publication schedule of the calls for tenders, involves a further estimated growth in EBITDA of Euro 20 million by 2024 and an increase in investments of Euro 188 million.

AP Reti Gas S.p.A., a company of the Ascopiave group, was chosen by Aemme Linea Distribuzione S.r.l. and NED Reti Distribuzione Gas S.r.l. as an industrial partner for joint participation in tenders for the gas distribution service in the Milano 2 and Milano 3 Territorial Areas

On 26th February 2021, AP Reti Gas S.p.A., a company of the Ascopiave Group, was informed by Aemme Linea Distribuzione S.r.l. and NED Reti Distribuzione Gas S.r.l., state-owned companies active in the management of the gas distribution service in 20 municipalities of the province of Milan, that it was selected as an industrial partner for joint participation in each of the two future tenders for the assignment of the service in the Milano 2 and Milano 3 Territorial Areas (the "Territorial Tenders"). The company was chosen by means of a competitive procedure where AP Reti Gas submitted an economic-industrial bid (the "Tender for the Selection of the Industrial Partner").

Based on the partnership agreement with Aemme Linea Distribuzione and NED Reti Distribuzione Gas, a company will be incorporated upon winning a Territorial Tender: 51% of the share capital of such company will be held by the two state-owned companies and the remaining 49% by AP Reti Gas, with the possibility of establishing two companies at most if both Territorial Tenders are won. The governance of the companies to be incorporated will enable the Ascopiave Group to fully consolidate their accounting values.

AP Reti Gas will capitalise such companies through a capital contribution in proportion to the value of the assets that will be transferred by the state-owned partners, in addition to a premium. The values of the contributions by the state-owned partners will be commensurate with the actual reimbursement value of the plants currently managed by the same state-owned partners updated on the date of the transfer of these plants to the companies to be incorporated, net of the capital value of the loans taken out in relation to the investments made.

If the partnership obtains the management of both concessions, assigned through the Territorial Tenders in 2023, Ascopiave, on the basis of the information currently available, estimates an equity investment in both companies of approximately Euro 82 million.

The parties have agreed to define the details of the partnership, the shareholders' agreements and the articles of association of the companies to be established on the basis of the principles defined in the partnership agreement within 31st July 2021.

At present, the Ascopiave Group expects to be able to meet the financial commitments related directly and indirectly to participation in the future Territorial Tenders covered by the partnership agreement with Aemme Linea

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Distribuzione and NED Reti Distribuzione Gas by resorting to financial debt. The firm BonelliErede was the legal advisor of AP Reti Gas upon participating in the Tender for the Selection of the Industrial Partner.

Purchase of Acsm Agam S.p.A. shares

On 27th April 2021, Ascopiave S.p.A. announced the increase in its stake in Acsm Agam S.p.A., a multi-utility company based in the region of Lombardy and active in gas, electricity, water and environmental services, which amounts to 5.0000047% of the share capital with voting rights. This investment is aligned with the strategic goals of the company, since the activities and services managed by Acsm Agam S.p.A are consistent with the development lines pursued by the Ascopiave Group.

Extraordinary and ordinary Shareholders' Meeting of 29th April 2021

The Shareholders' Meeting of Ascopiave S.p.A. convened on 29th April 2021, chaired by Mr Nicola Cecconato, in extraordinary and ordinary session. In extraordinary session, the Shareholders' Meeting resolved to approve the amendment of art. 4 of the Articles of Association, according to the proposal of the Board of Directors, expanding the scope of the activities that constitute Ascopiave's corporate purpose. Specifically, the amendment mainly aims to expressly include in the corporate purpose some businesses concerning the so-called "Energy transition", which are intended to complement the core businesses currently conducted by the Company, directly or indirectly, also through subsidiaries and/or investees (i.e. gas distribution businesses and gas and electricity sales businesses), consistent with the objectives set out in the Group's strategic plan approved by the Board of Directors on 15th January 2021.

The Shareholders' meeting resolution amending art. 4 (Corporate purpose) of the Articles of Association attributed to the shareholders who did not participate in its adoption (and, therefore, to shareholders which abstained, were absent or voted against) the right of withdrawal pursuant to article 2437, paragraph 1, lett. a), of the Italian civil code (the "Right of Withdrawal") as this is a significant change in the corporate purpose. The terms and conditions for exercising the Right of Withdrawal were communicated to Ascopiave's shareholders on 1st June 2021 within the deadlines and with the methods set out in the law.

The extraordinary Shareholders' Meeting approved the amendment to some other articles of the Articles of Association aimed at aligning their content with the best practice of listed companies as proposed by the Board of Directors.

The Ordinary Shareholders' Meeting approved the financial statements for the year and acknowledged the Group's consolidated financial statements as at 31st December 2020, and resolved to distribute an ordinary dividend of Euro

0.16 per share, for a total of Euro 34.7 million. The residual part of the undistributed profit, equal to Euro 1,270,130.86 was allocated to the extraordinary reserve.

The dividend was paid with dividend date (coupon identified with no. 17) on 3rd May 2021, record date on 4th May 2021 and payment date on 5th May 2021.

The ordinary Shareholders' Meeting (i) 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 (i.e. the remuneration policy for the year 2021); and (ii) expressed a favourable advisory vote - pursuant to article 123-ter, paragraph 6, TUF - 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 2020).

The Ordinary Shareholders' Meeting also resolved to approve a long-termshare-based incentive plan for the period 2021-2023, reserved for the executive directors of Ascopiave S.p.A. and certain resources with managerial functions of Ascopiave S.p.A. and its subsidiaries.

The Shareholders' Meeting of Ascopiave S.p.A., in ordinary session, also approved the renewal of the authorisation, pursuant to articles 2357 and 2357-ter of the Italian Civil Code, to purchase and sell own shares, subject to revocation of the previous authorisation granted by the Shareholders' Meeting on 29th May 2020, which, for the portion relating to the purchase of treasury shares, would have expired on 29th November 2021.

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Final results of the exercise of the right of withdrawal

On 16th June 2021, with reference to the resolution passed by the Extraordinary Shareholders' Meeting of Ascopiave S.p.A. ("Ascopiave" or the "Company") held on 29th April 2021 (the "Meeting") which approved an amendment to art. 4 (Corporate purpose) of the Articles of Association expanding the scope of the activities that constitute Ascopiave's corporate purpose (the "Resolution"), the period for exercising the right of withdrawal applicable, pursuant to art. 2437, par. 1, lett. (a) of the Italian Civil Code, to Ascopiave ordinary shareholders who did not participate (for reasons of absence, abstention or dissent) in the approval of the Resolution, expired.

On 16th June 2021, the Company communicated that, eight days after the deadline for exercising the right of withdrawal, no statement for exercising the right of withdrawal had been received and, therefore, that the Company did not initiate the liquidation procedure stated in art. 2437-quater of the Italian Civil Code.

Finally, please remember that the effectiveness of the Resolution was subject to the condition that the number of shares subject to the Right of Withdrawal that had to be purchased by the Company subsequent to the liquidation procedure was less than 2% of the share capital (corresponding to a disbursement under the scope of the Company of less than Euro 16,352,553.22) (the "Maximum Disbursement Condition"). As no statement for exercising the right of withdrawal was received, the Maximum Disbursement Condition was fulfilled and the Resolution took effect. As a result of the validity of the Resolution, the new text of art. 4 (Corporate purpose) of the Articles of Association took effect.

Information on Covid 19

The health emergency caused by the spread of the SarsCov2 virus, begun in the first months of 2020 and which affected the entire world, starting with the Asian countries and then continuing with several other nations, including severely Italy, is still underway and has significantly affected the first half of the year.

The Group has carefully and constantly monitored, since the outbreak in 2020 and throughout the emergency, the evolution of the situation in the area where its activities are located, but also the development of the pandemic at an international level, operating in absolute compliance with the decrees issued by the bodies in charge, both at national and local level, prioritising the health and safety of workers to such an extent that, a few days after the establishment of the lockdown by the Government, the necessary measures were quickly activated in order to enable almost all employees to work remotely in agile method, while guaranteeing business continuity in all permitted activities. The same level of attention and prevention adopted in 2020 has been implemented in the first half of 2021, a period in which the pandemic has continued to strike heavily, in particular in winter. Likewise, the Group's Management continues to monitor, by using external indicators and internally processed values, the impacts of the epidemic in terms of performance, in order to be able to introduce any corrective measures aimed at mitigating any effects on the execution of the business. Thanks to the remedies already implemented in the previous financial year, the negative economic and financial effects did not affect the final results of the Group, as they were offset by the positive effects deriving from the remedies implemented.

Although in the industry where the Group operates the emergency is less critical, the Management continues to constantly monitor the above-mentioned indicators, not only at the local but also at the national and/or international level, so as to be able to promptly respond if the crisis flares up.

Significant events subsequent to the end of the first half of 2021

Extension of the terms for the definition of the shareholders' agreements and the Articles of Association of the companies to be established between AP Reti Gas S.p.A., Aemme Linea Distribuzione S.r.l. and NED Reti Distribuzione Gas S.r.l.

In July 2021, AP Reti Gas S.p.A., Aemme Linea Distribuzione S.r.l. and NED Reti Distribuzione Gas S.r.l. agreed to extend to 15th September 2021 the deadline for defining the details of the partnership aimed at joint participation in the tenders for the assignment of the natural gas distribution service in the Territorial Areas of Milano 2 and Milano 3, the shareholders' agreements and the Articles of Association of the companies to be established under the partnership.

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