FNM S p A : Conto economico consolidato pro forma al 31 dicembre 2020 del Gruppo FNM

Società per Azioni

Sede in Milano - Piazzale Cadorna, 14

Capitale Sociale € 230.000.000,00 i.v.

Unaudited Pro Forma Consolidated Statement of

Comprehensive Income

for the year ended December 31, 2020 of

FNM S.p.A.

Gruppo FNM

This document has been prepared by FNM S.p.A., on a voluntary basis, exclusively in connection with the possible issue of notes under the €1,000,000,000 Euro Medium Term Note Programme, which was announced to the market on September 16, 2021 (see the relevant press release, available in the "Investor Relations - Press Releases" section of the company's website - www.fnmgroup.it).

1. INTRODUCTION

This document presents the unaudited pro forma statement of comprehensive income for the year ended December 31, 2020 of FNM S.p.A. (hereinafter the "Company" or "FNM" and, together with its subsidiaries, the "Group" or "FNM Group") and the related explanatory notes (the "Unaudited Pro Forma Consolidated Financial Information").

The Unaudited Pro Forma Consolidated Financial Information has been prepared to show retroactively the main effects of the following transactions on the consolidated statement of comprehensive income of the Company:

• the acquisition of 82.4% of the share capital of Milano Serravalle-Milano Tangenziali S.p.A. ("MISE") by FNM Group, which was completed on February 26, 2021; and
• the unsecured facility used to finance the above-mentioned acquisition.

The operations described above are jointly referred to as the "Transactions".

No pro forma consolidated statement of financial position has been prepared as the effects of the Transactions are already reflected in the consolidated statement of financial position as of June 30, 2021 included in the Company's interim condensed consolidated financial statements as of that date.

The purpose of the preparation of the Unaudited Pro Forma Consolidated Financial Information is to simulate, using accounting principles that are consistent with those used in relation to the preparation of Group's published historical consolidated financial statements and compliant with the applicable legislation, the main potential effects of the Transactions on the consolidated statement of comprehensive income of the Company, as if the Transactions had occurred on January 1, 2020 for the purpose of the unaudited pro forma consolidated statement of comprehensive income for the year ended December 31, 2020.

The Unaudited Pro Forma Consolidated Financial Information addresses a hypothetical situation and, therefore, does not represent the actual financial position or results of operations of the Group.

As mentioned above, the Unaudited Pro Forma Consolidated Financial Information represents a simulation, for illustrative purposes only, of the main potential impacts that may derive from the

Unaudited Pro forma Consolidated Statement of Comprehensive Income
for the year ended December 31, 2020	pagina 1

Gruppo FNM

Transactions. In particular, as pro forma information is prepared to illustrate retrospectively the effects of transactions that will occur subsequently, using generally accepted regulations and reasonable assumptions, there are limitations that are inherent to the nature of pro forma information; hence, had the Transactions taken place on the date assumed above, the actual effects would not necessarily have been the same as those presented in the Unaudited Pro Forma Consolidated Financial Information.

The Unaudited Pro Forma Consolidated Financial Information is based on our current estimates of, and good faith assumptions regarding, the adjustments arising from the Transactions. The Unaudited Pro Forma Consolidated Financial Information is for informational purposes only and does not purport to represent or to be indicative of the consolidated results of operations that the FNM Group and MISE (the "Combined Group") would have reported had the Transactions been completed as of the date presented, and is not, and should not be taken as, representative of the Combined Group's future consolidated financial position or results of operations, nor does it purport to project the Combined Group's financial position as of any future date or results of operations for any future period and should not be used for such purpose.

The Unaudited Pro Forma Consolidated Financial Information should be read together with:

• the consolidated financial statements of FNM Group as of and for the years ended December 31, 2020 (hereinafter the "2020 FNM Audited Consolidated Financial Statements"), prepared in accordance with the International Financial Reporting Standards adopted by the European Union ("IFRS"), approved by the Board of Directors on March 18, 2021 and audited by PricewaterhouseCoopers S.p.A., which issued its unqualified audit report on April 8, 2021;
• the financial statements of MISE as of and for the years ended December 31, 2020, (hereinafter the "2020 MISE Audited Financial Statements"), prepared in accordance with the relevant requirements of the Italian Civil Code, as interpreted by the accounting standards issued by the Italian Accounting Board (hereinafter the "Italian GAAP"), approved by MISE's Board of Directors on March 11, 2021 and audited by Ria Grant Thornton S.p.A., which issued its audit report without qualification on March 30, 2021.

Unaudited Pro forma Consolidated Statement of Comprehensive Income
for the year ended December 31, 2020	pagina 2

Gruppo FNM

2. THE TRANSACTIONS

A brief description of the Transactions is reported below.

2.1.ACQUISITION OF MISE

On 29 July 2020, FNM acquired 13.6% of the share capital of MISE, the stake directly and indirectly held by ASTM S.p.A. in MISE, following the execution of the sale and purchase agreement signed on the same date (the "First MISE Acquisition").

On 26 February 2021, FNM completed the acquisition of 82.4% of the share capital of MISE, the entire equity stake held by Lombardy Region in MISE, in execution of the sale and purchase agreement signed on 3 November 2020 (the "Second MISE Acquisition" and, together with the First MISE Acquisition, the "MISE Acquisition").

The consideration provided for the MISE Acquisition amounted to Euro 604.8 million, of which Euro 526.5 million was paid in the first quarter of 2021.

2.2.THE FINANCIAL INDEBTEDNESS

The MISE Acquisition was financed through a maximum Euro 650 million bridge loan granted to FNM by a pool of banks, which must be repaid in a single instalment no later than January 2022 (the "Bridge Loan"). The Bridge Loan was drawn down on February 26, 2021 for Euro 620 million.

Interest are calculated as the sum of the Euribor, plus a margin. The transaction costs associated to the Bridge Loan amounted to Euro 8.4 million.

Unaudited Pro forma Consolidated Statement of Comprehensive Income
for the year ended December 31, 2020	pagina 3