PRESS RELEASE

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

Gross Operating Margin: Euro 13.2 million (Euro 15.8 million in the first quarter of 2021)

Operating Result: Euro 2.9 million (Euro 7.0 million in the first quarter of 2021)

Net Consolidated Profit: Euro 12.0 million (Euro 13.6 million in the first quarter of 2021)

Net Financial Position: Euro 403.3 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, acknowledged and approved the interim report of the Ascopiave Group as of 31st March 2022, drafted in compliance with the International Accounting Standards IAS/IFRS.

Nicola Cecconato, Ascopiave, Chairman, commented: "The results of the first quarter 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. 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 in December 2021 and January 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. ("Eusebio"), 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.

The business combinations were provisionally recognised on 31st March 2022 in accordance with the international accounting standard IFRS 3.62.

Revenue from sales

The Ascopiave Group closed the first quarter of 2022 with consolidated revenues amounting to Euro 34.1 million, compared to Euro 38.5 million recorded in the first quarter of 2021 (-11.2%). The decrease in turnover is mainly explained by the decline in revenues from energy efficiency certificates due to the decrease in the objectives expected for 2022. Actually, the objectives reported in the first quarter of 2021 did not

1

represent the effects of the Ministerial Decree which ordered their reduction and which was published only subsequent to the publication of the interim report as at 31st March 2021.

The extension of the scope of consolidation to include the newly acquired companies operating in the hydroelectric and wind power segments resulted in the recognition of revenues amounting to Euro 2.0 million.

Gross operating margin

Gross operating margin in the first quarter of 2022 amounted to Euro 13.2 million, a decrease compared to Euro 15.8 million in the same period in 2021 (-16.6%).

The tariff revenues from distribution and metering, totalling Euro 25.8 million, decreased by Euro 0.9 million, mainly due to the change in the rate of return on invested capital resolved by the sector authority (ARERA).

The extension of the scope of consolidation to include the newly acquired companies operating in the hydroelectric and wind power segments contributed positively to the gross operating margin, for Euro 0.5 million, despite the drought of the period which affected production and the effects of the Government's measures aimed at limiting the profits of companies in the renewable energy sector.

The change in the balance of the item "residual costs and revenues", considering the same scope of consolidation, negatively affected the gross operating margin (-Euro 2.2 million). Among the most remarkable variations, there were higher staff costs for Euro 0.6 million, higher costs for materials, services and other charges for Euro 0.8 million and lower revenues for Euro 0.8 million.

Operating Result

The operating result in the first quarter of 2022 amounted to Euro 2.9 million, compared to Euro 7.0 million in the same period in 2021 (-58.7%). This decrease is explained by the decline in the gross operating margin (- Euro 2.6 million) and the increase in amortisation and depreciation (+Euro 1.5 million), mainly due to the extension of the scope of consolidation to include the newly acquired companies operating in the hydroelectric and wind power segments.

Net Profit

The consolidated net profit amounted to Euro 12.0 million, marking a decrease of Euro 1.7 million (-12.2%) compared to the first quarter of 2021.

Net financial charges, equal to Euro 0.8 million, increased by Euro 0.3 million compared to the first quarter of 2021.

The results of the EstEnergy Group contributed to the net profit of the Ascopiave Group in the first quarter of 2022 in proportion to the stake held, i.e. to the tune of Euro 10.8 million, an increase of Euro 2.0 million compared to the first quarter of 2021.

Taxes allocated in the first quarter of 2022 are recorded in the income statement for Euro 0.9 million, down Euro 0.7 million compared to the same period in the previous year, mainly explained by the decrease in profit.

Operating performance in the first quarter of 2022

The volumes of gas distributed through the networks managed by the Group companies were 640.7 million cubic metres, down 4.4% compared to the first quarter of 2021.

As of 31st March 2022, the network managed by the Group has an extension of 13,002 km and connects 777,573 users.

During the first quarter of 2022, the hydroelectric and wind plants managed by the Group companies, with a total capacity of 62.5 MW, produced 14.1 Gwh of electricity.

Investments

In the first quarter of 2022, the Group made investments in intangible and tangible fixed assets for Euro 13.1 million, up Euro 2.1 million compared to the same period in the previous year. They mainly concerned the development, maintenance and upgrade of gas distribution networks and systems.

2

Specifically, investments in networks and systems amounted to Euro 8.2 million, of which Euro 3.6 million in connections, Euro 4.3 million in enlargements, maintenance and upgrades of the network and Euro 0.4 million in reduction and pre-heating systems. Investments in metres and adjusters amounted to Euro 2.6 million.

Investments in renewable energy amounted to Euro 1.9 million and relate to the construction, not yet completed, of a wind farm.

Indebtedness and financial ratios

The Group's net financial position as of 31st March 2022 amounted to Euro 403.3 million, an increase of Euro 55.8 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 22.3 million;
  • Net investments in tangible and intangible fixed assets caused the expenditure of Euro 13.1 million;
  • The management of net operating working capital and net fiscal capital generated resources totalling Euro 8.4 million;
  • The purchase of the stakes in Eusebio Energia S.r.l. and Salinella Eolico S.r.l. resulted in investments of Euro 45.4 million (equity value) and an increase in the net consolidated financial position of Euro 28.1 million.

Significant events during the first quarter 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.

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., 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. ("Eusebio"), a company operating in the energy sector. Eusebio 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 is Euro 18.5 million. The company's preliminary EBITDA for 2021 is estimated at approximately Euro 13 million. In 2022, a profit in line with the figures of the previous year is expected, gross of the compensations introduced in recent regulations.

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

3

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 develops 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, involves 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.

Therefore, on 7th March 2022, Ascopiave ordinary shares with increased voting rights amount to 150,822,524 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.

International crisis

Between February and March 2022, a war broke out between Russia and Ukraine, and international geopolitical tension escalated day by day. NATO countries have condemned the Russian invasion of Ukraine and introduced increasingly stringent sanctions against Russia. The situation of uncertainty and the still persisting international crisis have significantly revived the inflationary trend which has resumed strongly, primarily affecting the price of natural gas and oil, which in turn has impacted other consumer goods which, for their manufacture or transport, require the consumption of energy. All this would seem to confirm a strong uncertainty in the economy, as well as the volatility of commodity prices, even in the remaining months of 2022.

Information on Covid 19

The state of health emergency caused by the spread of the SarsCov2 virus, begun in the first months of 2020 and which struck the entire world, including severely Italy, was repeatedly extended and was finally declared closed on 31st March 2022 by the Government, which also dissolved the Technical-Scientific Committee established for this purpose. However, in the first quarter of 2022, the variants of the virus infected a record number of employees, so much so that in 90 days there were more cases than in the two previous years, albeit with minor symptoms and without the need for hospitalisation. 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, then revoked and reintroduced based on the epidemic trend, while guaranteeing business continuity in all permitted activities. The same level of attention and prevention adopted in 2020 and regularly fine-tuned on the basis of the evolution of the health situation and the directives issued by the Government in the following two years has enabled the company to continue conducting its business and providing its services. The Group's Management has always monitored, by using

4

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 careful organisation. It will take time to go back to normal, and some measures are still in force, consequently the Management continues to constantly monitor the general situation so as to be able to promptly respond if the crisis flares up.

Significant events subsequent to the end of the first quarter of 2022

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 79.37% 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.

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

Subsequent to the date of the quarterly report, 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. 127-quinquies of Italian Legislative Decree 98/1998 and art. 6 of the Articles of Association of Ascopiave.

Consequently, as of today, there are 159,965,485 Ascopiave's ordinary shares with increased voting rights. Please remember that 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.

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

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

ASCOPIAVE S.p.A. published this content on 12 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2022 10:38:04 UTC.