Acea Group Investor Guidebook August 2020 ACEA Group Agenda ACEA - - PowerPoint PPT Presentation

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Acea Group Investor Guidebook August 2020 ACEA Group Agenda ACEA - - PowerPoint PPT Presentation

Acea Group Investor Guidebook August 2020 ACEA Group Agenda ACEA GROUP The Acea Group today Historical results Business Plan 2019-2022 Potential upside (not included in Plan targets) Sustainability plan WATER Business Plan 2019-2022


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August 2020

Acea Group Investor Guidebook

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2

ACEA Group

Agenda

ACEA GROUP

The Acea Group today Historical results Business Plan 2019-2022 Potential upside (not included in Plan targets) Sustainability plan

WATER

Business Plan 2019-2022 Regulatory framework

ENERGY INFRASTRUCTURE

Business Plan 2019-2022 Regulatory framework

COMMERCIALE & TRADING

Business Plan 2019-2022 Regulatory framework

ENVIRONMENT

Business Plan 2019-2022 Regulatory framework

RESULTS

H1 2020 Q1 2020 2019 9M 2019

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TITOLO CAPITOLO

TITOLO PRESENTAZIONE / Luogo e data

ACEA GROUP

  • Acea today
  • Historical results
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4

190401 - Piano Industriale 201 ... MIL

ACEA Group

Acea Today Leader in the multi-utility market

Water Energy Infrastructure Environment Commercial & Trading

€1,042M EBITDA 2019

81% regulated

Source: CONSOB August 2020

With 9

millions

customers served in Lazio, Tuscany, Umbria and Campania

1° Italian player

in the water supply sector

Among the leading

Italian players in the electricity distribution market

2019 EBITDA Shareholder structure

Roma Capitale 51% Suez 23.3% Market 20.2% Caltagirone 5.5%

with 10

TWh

distributed electricity

Among the main

national players in the energy market With more than 6 TWh

  • f electricity sold

Leading

player in the Italian waste treatment sector with more than 1.2

millions tons

waste treated/disposed

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5

ACEA Group

382.8 401.7 474.6 523.2 623.5 560.9 666.5 655.8 695.2° 675.4^ 717.7 732.0 896.3 840.0 933.2 1,042.3 112.3 127.9 147.4 186.3 (52.6) 92.1 86.0 77.4° 142.0^ 162.5 175.0 262.3 180.7 271.0 283.7

2004 2005 2006 2007 2008 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

214.3 219.6 279.4** 293.7 314.4 398.0 110.5* 48.8 47.6 (108.0) 49.0 102.6

1999 2000 2001 2003 2004

EBITDA NET PROFIT

2002

(€m)

EBITDA AND NET PROFIT

(OLD GAAP)

EBITDA AND NET PROFIT

(IAS/IFRS) 2009

Historical Results EBITDA and Net Profit performance

* In 1999, Acea SpA benefitted from a tax holiday. Without this, net profit would have amounted to €65m. ** Including €45m from Enel Distribuzione Roma ° Restated ^ Adoption of IFRS 10 and 11 was obligatory from 1 January 2014. For comparative purposes, the figures for 2013 have been restated.

(€m)

164.0

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6

ACEA Group

(€m)

* Based on average price for the year ** Based on net profit after non-controlling interests

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 DPS (€) 0.378 0.470 0.540 0.62 0.657 0.450 0.28 0.30 0.42 0.45 0.50 0.62 0.63 0.71 0.78 Dividend Total (€m) 80.5 100.1 115.0 132.0 139.9 95.8 59.6 63.9 89.4 95.8 106.5 132.0 134.2 151.2 166.1

  • of which Roma

Capitale 41.1 51.1 58.7 67.3 71.3 48.9 30.4 32.6 45.6 48.9 54.3 67.3 68.4 77.1 84.7

Dividend yield* 5.6% 5.3% 4.7% 4.4% 5.6% 5.5% 4.1% 6.7% 4.3% 4.6% 4.2% 5.2% 4.7% 5.3% 4.7% Payout** 72% 78% 78% 80% 75% 75% 69% 83% 63% 59% 61% 50% 74% 56% 59% 80.5 100.1 115.0 132.0 139.0

59.8

59.6 63.9 89.4 95.8 106.5 132.0 134.2 151.2 166.1

36.0

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Special dividend O rdinary dividend

95.8

Historical Results DIVIDEND (2004-2019)

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ACEA Group

Historical Results Financial ratios and Capex

(OLD GAAP) (€m)

1999 2000 2001 2002 2003 2004 Grids 60.0 53.5 68.9 70.5 76.4 97.2 Energy 9.5 5.2 5.5 3.8 6.8 5.9 Water 29.6 36.6 53.7 35.4 44.6 65.9 Acea Holding 19.9 9.7 19.8 13.2 5.2 6.9 Total Capex 119.0 105.0 147.9 122.9 133.0 175.9

CAPEX

(IAS/IFRS)

(€m)

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013** 2014 2015 2016 Grids 97.2 98.2 123.5 133.9 144.6 187.9 161.1 129.0 101.9 103.2 122.4 156.2 197.9 Energy 4.4 151.9 42.1 40.8 36.9 39.8 48.7 22.5 27.1 11.4 19.7 30.6 55.3 Water 64.6 83.9 119.0 186.8 199.5 177.4 202.8 230.4 224.4 130.0 148.9 204.4 230.4 Environment

  • 0.7

6.4 17.5 89.4 48.5 20.6 37.5 12.1 13.3 25.9 34.0 Acea Holding 6.9 6.6 8.1 12.0 18.8 23.6 12.1 10.5 8.0* 11.9 14.2 11.8 13.1 Total Capex 173.1 340.6 293.4 379.9 417.3 518.1 473.2 413.0 398.9 268.6 318.5 428.9 530.7

NET DEBT/EBITDA (2004-2019)

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2.62x 2.33x 2.52x 2.53x 2.62x 3.80x 3.31x 3.55x 3.59x 3.33x 2.91x 2.75x 2.37x 2.88x 2.75x 2.94x

(€m)

2016° 2017 2018 2019 Water 227.1 271.4 329.7 380.1 Energy infrastructure 225.8 209.4 238.3 287.8 Commercial and Trading 27.4 19.4 24.6 42.5 Environment 34.0 15.4 20.1 51.9 Engineering and Services 1.8 0.8 1.6 1.8 Overseas 1.5 5.2 6.6 7.0 Acea Holding 13.2 10.7 10.0 21.7 Total Capex 530.7 532.3 631.0 792.8

° The new structure of the Acea Group was approved in June 2017. The figures for 2016 have, therefore, been reclassified on the basis of the new business segments. * The figure does not include investment in purchase of property housing Company’s headquarters ** Adoption of IFRS 10 and 11 was obligatory from 1 January 2014. For comparative purposes, the figures for 2013 have been restated.

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TITOLO CAPITOLO

TITOLO PRESENTAZIONE / Luogo e data

ACEA GROUP

  • Business Plan 2019-2022
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ACEA Group

Strategy and Targets Pillars of the Business Plan 2018-22 …

Industrial Growth Technology, Innovation and Quality Operational Efficiency Local focus & Sustainability

Business Plan 2018-2022

  • Infrastructural

development

  • Client-oriented

and service-based approach

  • Sustainable

development

  • Dialogue and

collaboration

  • Research &

innovation applied to industrial processes

  • Customer

experience improvement

  • Group-wide

innovation strategy

  • Capex discipline
  • Operational

improvement

  • Supply chain
  • ptimization
  • Balanced
  • rganizational model
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190401 - Piano Industriale 201 ... MIL

ACEA Group

0.6 0.7 0.9 0.9 0.9 0.6 0.6 0.6 0.6 0.6 2018 2019 2020 2021 2022

Strategy and Targets - Strong and sustainable growth EBITDA growth with +8.0% CAGR CAPEX €4.0B

€B €M CAPEX old plan €3.1B

pre-tax ROIC

2018 11.0% 2020 >10% 2022 >11%

RAB up ~30% by 2022

€B

Gori ATO2, ATO5 and Areti ATO2, ATO5 e Areti (Old Plan)

Multiple NFP

933 1,042 1,083 1,270

864 972 1,002 1,108

2018 2019 2020 2022

271 284 283 362

230 282 332

Net Income

New BP Old BP 2.8 2.9 3.0 2.9

3.1 2.9 2.8

2018 2019 2020 2022

2.6 3.1 3.2 3.7

2.7 3.0 3.2

2.2

1.4 0.2 0.2 0.2

Areti Water Areti ATO2 ATO5 GORI ADF

2.0

* 2019 capex actual €0.793B

* 2019

€B 2019 €B

RAB 2019

2019 EBITDA €1,042M 2020 EBITDA > 8% CAPEX broadly in line with 2019 and the Business Plan NET DEBT: €3.45B – €3.55B

2020 GUIDANCE

NFP/EBITDA down to 2.9X

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ACEA Group

Strategy and Targets Outperformed previous business plan EBITDA targets

CAGR 7.7% CAGR 8.3%

  • Tariff increase due to

investments (Peschiera / Marcio)

  • Gori consolidation
  • Pescara Gas

Performance improvement and cost efficiency + Generational turnover + Strengthening operations

Cross-business line actions €M

Water Energy Infrastr.

  • Comm. & Trading

Environment

  • Tariff increase due to

investments in Resilience

  • Penalties cancellation for

netw ork losses

  • PV development
  • Expansion of existing

plants

  • Development of new

plants and M&A

  • CIP6 incentive end
  • Commercial Boost
  • Cost-to-serve

reduction

  • Delay of Maggior

Tutela phase-out

CAGR 8.0%

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190401 - Piano Industriale 201 ... MIL

ACEA Group

Strategy and Targets Additional €900M investments

Cumulative 2018-2022

€B

Regolato Regolato

Highlights

+250 +250 +200 +100

PV growth with M&A and greenfield developments Innovation, Resiliency and modernization related investments M&A Waste acceleration in a circular economy perspective Goriconsolidation and additional investments (Peschiera/Marcio)

€M (approx.)

*

*of which €0.5B innovation and industry 4.0 (smart meter, network districtization, automated secondary cabins, etc.)

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ACEA Group

Strategy and Targets Innovation and Industry 4.0

60% of LV/MV

secondary cabins enabled with remote-control Digital channels development Smart Recruiting with advanced analytics 100% network districtization in 2022 (over 15.000 km)

Note: (1) ATO2 e ATO5

1

600k Smart Meter

(Power)

500k+ Smart Meter

(Water) Thermal hydrolysis in a circular economy perspective

€0.5B

Investments

10MW UVAM

Tor di Valle Plant Big data analytics and data-driven asset management

1

Reached 40% of long-term goals for automated secondary cabins

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190401 - Piano Industriale 201 ... MIL

ACEA Group

Strategy and Targets Growing dividends vs previous business plan

Growing

dividends vs old business plan

€800M of dividends

throughout the plan,

+€100M vs old

business plan

€0.75 minimum

dividend per share from 2019

Dividend per share

€/share

0.78

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190401 - Piano Industriale 201 ... MIL

ACEA Group

Strategy and Targets Financial strategy

€B

Highlights Net Financial Position 2.8x Rating Working Capital Debt NFP 2.8x 3.0x 2.9x

NFP/EBITDA

Improved working capital absorption

(~€30M/year)

BBB+ Stable outlook Baa2 Stable outlook

  • Average maturity 5.85 yrs
  • Average cost of debt 1.82%
  • Situation at 30 June 2020

16 May 2019 - Placing of Euro 500 million bond under the EMTN Programm, 9 years, fixed rate 1.75%. July 2019 – EMTN programme ceiling increased to €4bn 29 January 2020 - Placing of Euro 500 million bond under the EMTN Programm, 9 years, fixed rate 0.50%.

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ACEA Group

Key Assumptions 2019-2022 Business Plan

Assumptions 2019 2020 2021 2022 Exchange

$/€

1.17 1.18 1.18 1.18 Brent

$/Bbl

76.71 71.67 68.61 67.41 PUN

€/MWh

65.97 60.62 55.10 56.09 EU-ETS

€/tons CO2

21.33 19.74 17.67 17.85 CIP6

€/MWh

237.20

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TITOLO CAPITOLO

TITOLO PRESENTAZIONE / Luogo e data

ACEA GROUP

  • Potential UPSIDE

(not included in Business Plan targets)

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ACEA Group

Strategic Opportunities Potential initiatives to be implemented

Gas Distribution Growth in Renewables Smart Energy Efficiency M&A Waste Clients Acquisition Water Sector Consolidation

5-20

EBITDA (€M) Investments (€M)

30-90 5-10 40-60 8-12 ~10 35-110 60-150 50-70 200-350 60-90 ~70

New clients acquisition consistent with current market consolidation trends Additional growth in the PV market through alternative models (e.g., partnership with investors without society control) Consolidation of water

  • perators in Central Italy (e.g.,

Tuscany, Umbria) Plant development acceleration also evaluating strategic partnership according the market consolidation ESCO acquisitions and cogeneration / trigeneration pilots and thermal coat installations Growth in the gas distribution market with selected acquisition and ATEM tenders

100-200 (€M)

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ACEA Group

Strategic Opportunities €0.2B potential upside 2022

Strategic Initiatives Full Potential EBITDA Target

€B

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TITOLO CAPITOLO

TITOLO PRESENTAZIONE / Luogo e data

ACEA GROUP

  • Sustainability
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ACEA Group

Strategy and Targets Sustainability growth

United Nations Sustainable Development Goals (SDGs)

Additional €400M sustainability- linked capex bring our Sustainability effort to €1.7B overall

CO2 Reduction

(Reduced losses, Purchase of Green Energy, Biogas Recovery) Recovering materials and energy in a Circular Economy perspective

Green Energy

for internal use within the Group Power Grid Risk index reduction due to resiliency increase Safety inspections of maintenance contractors

+€100M

Peschiera& Marcio

+€100M

Development / M&A circular economy

+€200M

PV development

+70% >200 kton 500 GWh

  • 10%

+50%

 Standard Ethics has upgraded the

  • utlook for Acea from ‘‘Stable’’ to

‘‘Positive’’. (July 2020).  Acea is a member of the SE European Multi-Utilities Index.

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Water

  • Business Plan 2019-2022
  • Regulatory framework
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190401 - Piano Industriale 201 ... MIL

ACEA Group

Water Business Line Key Actions

Development

  • f a Smart

Water Company for a sustainable usage of water, improving service quality and efficiency

Acquisition of Pescara Gas (62k PDR) to enter in gas distribution business Supply securitization, by doubling Peschiera (100M€ already included in 2019-’22 Plan) 90% investments on T echnical Quality Rationalization of 35+ small purification facilities Focus on preservation of water, with development of a dedicated structure Gori full consolidation (1.4M clients served) 500k+ smart water meter and projects for water network districtization Procedure completed for renewal of concession for the Peschiera-Le Capore water main, due to expire in September 2031 (July 2019) Acquedotto del Fiora full consolidation (over 402K clients served; October 2019) Agreement signed for the acquisition of 51% stake in the company Alto Sangro Distribuzione Gas (34k PDR; March 2020)

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ACEA Group

Water Business Line Key Financials

EBITDA INVESTMENTS

€M €B

CAGR 10.1% CAGR 5.9%

CAGR 8.0%

Pescara Gas Including Gori on a y early basis (+45M€)

RAB

€B

Old Plan

ATO2, ATO5, Gori

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ACEA Group

Water: regulation

TARIFF REGIME FOR THIRD REGULATORY PERIOD (2020-2023) REGULATORY CHANGES IN 2019

ARERA Resolution 580 of 27 December 2019

ARERA has approved the tariff regime for the third regulatory period (MTI-3), confirming its four-year duration and the biennial review. Apart from retention of the general approach used for MTI-2 relating to the structure of the revenue cap, the following should be noted:

  • the limits on annual growth of the tariff multiplier linked to classification in the matrix of regulatory frameworks have been reduced (the change regards

all frameworks; for example, the maximum limit on framework V has been cut from 8% under MTI-2 to 6.2% under MTI-3);

  • the WACC has declined from the previous 5.31% to 5.24% and a distinction has been introduced for the cost of debt for “ordinary” fixed assets in progress

(namely those not relating to strategic initiatives), for which the WACC is lower and decreasing over the 4 years covered by the tariff regime;

  • from 2020, classification of the useful lives of assets is to be revised (confirming the use of financial depreciation) to reconnect the infrastructure to the

pertinent activity of the integrated water service and identify a match between the category of asset and quality targets;

  • the criteria for assessing the rate of delivery of planned investment have been established, with potential for additional penalties in the event of

underinvestment and failure to meet technical or contractually required quality targets;

  • the proportion of late payment costs recognised for operators in Central Italy (from 3.8% to 3%) and in Northern Italy (from 2.1% to 2%) has been cut;
  • with the aim of promoting operational efficiency, the regulator has introduced a variable portion to be curtailed from allowed non-controllable costs,

graduated on the basis of the gap between per-capita opex incurred by the operator and the level of per-capita cost estimated using a specific econometric function adopted by the regulator (in cases of major improvements in operational efficiency, the curtailment may be eliminated);

  • an increase in the expected inflation rate applied in calculating the tariff multiplier and the WACC (up from 1.5% to 1.7%) and the inflation rates applied in

revising opex and capex have also been revised;

  • as a measure designed to improve environmental and energy sustainability, the regulator has introduced an incentive to reduce consumption in the

definition of allowed energy costs and a specific incentive for innovative activities that meet efficiency and energy and/or environmental rationalisation targets (such as, for example, the recovery of energy and raw materials or the reuse of water for agricultural/industrial purposes);

  • under determinate conditions (primarily achievement of the M5 technical quality target for the disposal of sludge in landfill), the regulator has allowed an

additional cost for the disposal of wastewater sludge in view of the difficulties experienced by operators since 2018.

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ACEA Group

Water Real pre-tax WACC

Since 2020, in addition to changes to certain parameters, a distinction has been introduced between the cost of debt allowed for ordinary work in progress, namely work in progress not linked to strategic works. The cost

  • f

debt relating to

  • rdinary

work in progress also decrease on a linear basis in the 4 years in which they are recognised in the tariff.

(*) Whilst awaiting publication of the ARERA tool for calculating WACC for the ordinary work in progress set out in the table, the impact of the d/e ratio has been assumed to be 4 when calculating both the cost of debt and tax expense.

WACC FOR WATER SECTOR MTI-2 MTI-2 MTI-3

  • Res. 664/2015 Res. 918/2017
  • Res. 580/219

2016-2017 2018-2019 2020-2023

fixed assets entered into service + work in progress on strategic works Ordinary work in progress

Kd+T (WACC) 5.39% 5.31% 5.24% 3.92%(*) Kd (cost of debt) 3.65% 3.80% 3.73% 2.76% Km 2.1% 2.2% 2.2% 2.1% alpha 1.6% 1.6% 1.6% 0.6% T (tax expense) 1.74% 1.51% 1.50% 1.16% RAI 6.32% 6.28% 6.26% 4.83%

Parameters

CS (d) 50% 50% 50% 80% CnS (e) 50% 50% 50% 20% d/e 1 1 1 4 ɼf real (real risk- free rate) 0.5% 0.5% 0.5% 0.5% WRP (water utility risk premium) 1.5% 1.7% 1.7% 1.7% Kd real (including DRP-Debt risk premium) 2.84% 2.84% 2.77% 2.77% β levered 0.80 0.80 0.79 0.79 ERP (equity risk premium) 4.0% 4.0% 4.0% 4.0% tc (tax shield) 27.5% 24.0% 24.0% 24.0% T 34.2% 31.9% 31.9% 31.9% rpi (inflation rate) 1.5% 1.5% 1.7% 1.7%

Calculation of real pre-tax WACC

REGULATORY CHANGES

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ACEA Group

27

Water: regulation

TARIFF REGIME FOR THE THIRD REGULATORY PERIOD (2020-2023)

Delibera ARERA 580/2019

  • WACC: 5.24% (previously 5.3%)
  • WACC on fixed assets in progress: 3.92%
  • Increase in inflation rate (from 1.5% to 1.7%)
  • The limits on annual growth of the tariff multiplier linked to classification in the matrix of regulatory

frameworks have been reduced

  • Reduction in standard coverage for late payments in Central Italy from 3.8% to 3%

EXPIRY OF CONCESSIONS ATO2 Lazio Centrale (Acea ATO2) 2032 ATO5 Frosinone (Acea ATO5) 2033 ATO3 Regione Campania (Gori) 2032 ATO4 Alto Valdarno (Nuove Acque) 2027 ATO2 Basso Valdarno (Acque) 2031* ATO3 Medio Valdarno (Publiacqua) 2024** ATO6 Ombrone (Acquedotto del Fiora) 2031* Municipality of Lucca (Geal) 2025 ATO1 Perugia (Umbra Acque) 2027 ATI4 Umbria (Umbriadue Servizi Idrici) 2032

* Extension of the concession approved by the concession authority at the time of the biennial review 2018-2019 (also approved by ARERA). ** Extension of the concession approved by the concession authority at the time of the biennial review 2018-2019, yet to be approved by ARERA.

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ACEA Group

Resolution 547/2019 – REVISED CONTRACTUALLY REQUIRED QUALITY AND NEW INCENTIVE SYSTEM

Water: regulation

In Resolution 547 of mid-December 2019, ARERA took action with regard to two important aspects: Regulation of contractually required quality and new incentive system

  • the new rules are applicable from 1 January 2020, whilst the obligation to make adjustments to the way in which information

and data concerning performance is registered comes into effect from 1 July 2020;

  • the safeguards provided for in Resolution 655/2015 are extended to uncontracted persons who request the provision of

services prior to entering into a supply contract;

  • the reporting requirement is extended to include operators serving less than 50,000 inhabitants;
  • specific changes have been introduced to take into account developments relating to the tariff structure and regulatory changes

regarding metering and billing;

  • New incentive mechanism: ARERA has introduced a new national incentive mechanism (rewards/penalties), based on the

construction of 2 macro-indicators, obtained on the basis of 42 of the 43 simple indicators provided for in the Regulations on contractually required quality for the integrated water service (28 specific standards, which are already subject to penalties if not met, and 14 general standards). The macro-indicators (MC1 “Start-up and termination of the contractual relationship” and MC2 “Management of the contractual relationship and accessibility to the service”) are computed as the average of the pertinent basic indicators (expressed in terms of percentage compliance with the standard), weighted by the number of services provided by the

  • perator for each type of basic indicator. The first year of application will be 2020 based on 2018 data, whilst in 2021 the data

used will be based on the results for the previous year. In quantifying the rewards and penalties, any recognised OpexQC will be taken into account. The proposed incentive mechanism is similar to the one for technical quality for later stages of assessment (basic and excellence) and starting point (maintenance or improvement). Two-year statute of limitations (Law 205 of 27 December 2017) The regulator has introduced measures resulting from new legislation included in the 2018 Budget Law. This has placed time limits

  • n the right of operators to amounts due (from “domestic users”, “micro businesses” and “self-employed professionals”) and, in the

water supply sector, is applicable to bills falling due after 1 January 2020. Subsequent determinations will set out further criteria designed to better define cases in which responsibility for the delay in billing can be ascribed (if only on a presumptive basis) to the end user of the water service. The 2020 Budget Law has also recently dealt with the subject of a two-year statute of limitations.

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ACEA Group

Water: regulation

ARERA Resolution 917/2017 supplemented the mechanism introduced at the end of 2015 designed to promote contractually required quality with new regulations governing the technical quality of the integrated water service. In the latter case, the regulator adopted a graduated approach from 1 January 2018 and selective application of the regulations through mechanisms providing ex ante and ex post flexibility. The new regulations set minimum technical quality standards and targets for the integrated water service through the introduction of specific standards designed to guarantee the services provided to each end user, and granting the right to compensation if the standards

  • r targets are not met. The regulations have also introduced overall standards describing the technical conditions under which the

service must be provided and that are linked to an incentive mechanism based on rewards and penalties. The Resolution also provides for specific requirements as a necessary condition of qualifying for the incentives associated with the overall standards. Application of the system of indicators forming the basis of technical quality – and the start of monitoring of the underlying data – was scheduled to begin from 1 January 2018. Obligations governing the recording and storage of data, according to the procedures provided for in the Resolution, came into effect from 1 January 2019, whilst initial quantification of the rewards/penalties will take place in 2020 based on the results reported for 2018 and 2019 which, as announced by the regulator, must be reported by 30 March 2020 (closure of the process of gathering data, with the related validation by concession authorities, has however been scheduled for 17 April 2020). The rewards are not subject to any cap on tariff increases. Provisions must be made in 2020 for any penalties imposed with regard to the first two years of application (2018-2019). The cost of the incentives will be covered from 2018 by an equalisation component at national level (UI2), which will primarily aim to promote quality and will be paid into the specific fund set up by the CSEA (the Fund for Energy and Environmental Services) to finance incentives relating to water services. In addition, from 2020, a further method of covering the cost will take the form of a specific amount to be deducted from allowed costs, determined on the basis of the level of operational efficiency and to be paid by operators into the same fund set up by the CSEA, covered by an equalisation component. The Concession Authority may submit a reasoned proposal to recognise an additional tariff component (OpexQT), within the limits established in the resolution, for the years 2018 and 2019 (and for the subsequent four-year period covered by MTI-3). The difference in each year between recognised OpexQT and the expenses effectively incurred in order to meet the technical quality standards can, in any event, be recovered (only if to end users’ advantage). Unlike the similar component relating to contractually required quality (OpexQC), recognition does not entail exclusion from the above incentive mechanism.

Resolution 917/2017 – TECHNICAL QUALITY

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ACEA Group

Water: regulation

ARERA RESOLUTION 235/2020 «Adoption of urgent measures for the integrated water service, in response to the Covid-19 emergency»

  • Deferral of deadlines for meeting tariff and technical quality requirements.
  • Recognition in allowed costs of 0.6% of turnover to cover late payments caused by restrictions linked to

the spread of Covid-19

  • Assessment of quality performance based on cumulative data for the two-year period 2020-2021
  • Amendment of cost recognition criteria (on a forecast basis, with any gaps to be made up through back-

billing) linked to the Covid-19 emergency

  • Selective measures for financial sustainability of concessions during the emergency (advance payments to

be applied for to CSEA – Cassa Servizi Energetici e Ambientali only for concessions where tariffs are approved by 30 September 2020)

  • Increase in returns on WIP (Work In Progress): 3.73% in the first two years of the regulatory cycle and

2.77% in the subsequent years (previously 3.58%, 3.31%, 3.04% and 2.77%)

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ACEA Group

The RAB taken into account when determining the tariff for year n corresponds to the value of fixed assets in year n-2 (based on the historical cost of the entity’s assets revalued using deflators for the period) less accumulated depreciation revalued using deflators for the period.

WATER

Under the regulatory framework, the RAB does not include goodwill recognised in the companies’ statutory financial statements.

RAB – Business Plan 2019-2022

(€m)

2018 2020 Plan 2022 Plan

ATO2 1,327 1,589 1,928 ATO5 127 149 153 Gori 206 254 296 RAB ATO2+ATO5 1,660 1,992 2,377

Water: regulation

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ACEA Group

* Extension of the concession approved by the concession authority at the time of the biennial review 2018-2019 (also approved by ARERA). ** Extension of the concession approved by the concession authority at the time of the biennial review 2018-2019, yet to be approved by ARERA.

Acea’s investments in water companies in Lazio, Umbria, Campania and Tuscany

UMBRIA

Umbra Acque (Acea 40%)

ATO1 Perugia

includes municipalities in the province of Perugia (concession expires 2027)

CAMPANIA

Sarnese Vesuviano (Acea 99%) controls 37% of Gori. Other investors in Gori are Ente d’Ambito Sarnese Vesuviano and ASM Azienda Speciale.

ATO3 Regione Campania

includes municipalities in the provinces of Naples and Salerno (concession expires 2032)

Acea owns 100% of TWS, which in turn holds 64% of Umbriadue Servizi Idrici, which provides the integrated water service in ATI4 Umbria

ATI 4 Umbria

includes 32 municipalities in the province of Terni (concession expires 2032)

Intesa Aretina (Acea 35%) controls 46% of Nuove Acque, with remaining 54% controlled by municipalities, the Provincial Authority and

  • thers.

TUSCANY

ATO4 Alto Valdarno

includes municipalities in the provinces of Arezzo and Siena (concession expires 2027)

Ombrone (Acea 99.5%) controls 40% of Acquedotto del Fiora. Other investors in Acquedotto del Fiora are Municipality of Grosseto, Municipality of Siena and

  • ther Municipalities.

ATO6 Ombrone

includes municipalities in the provinces of Siena and Grosseto (concession expires 2031*)

Acque Blu Arno Basso (Acea 77%) controls 45% of

  • Acque. Other investors in

Acque are Publiservizi, Cerbaie and GEA.

ATO2 Basso Valdarno

includes municipalities in the provinces of Pisa, Lucca, Florence, Pistoia and Siena (concession expires 2031*)

Acque Blu Fiorentine (Acea 75%) controlls 40% of Publiacqua. Other shareholders of Publiacqua are Consiag and the Municipality of Florence.

ATO3 Medio Valdarno

includes municipalities in the provinces of Florence, Arezzo, Prato and Pistoia (concession expires 2024**)

Acea holds 48% of GEAL, which provides the integrated water service in the municipality of Lucca. The remaining interest is held by Lucca Holding (Municipality of Lucca).

Municipality of Lucca

Integrated water service Municipality of Lucca (concession expires 2025)

LAZIO

ATO 2 Central Lazio

(concession expires 2032)

ATO 5 Frosinone

(concession expires 2033)

Ato 2 (Acea 96%) provides the integrated water service in Rome and in another 111 municipalities in the surrounding province. Ato 5 (Acea 98%) provides the integrated water service in Frosinone and in another 86 municipalities in the surrounding province.

Water

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SLIDE 33

Energy Infrastructure

  • Business Plan 2019-2022
  • Regulatory framework
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ACEA Group

Energy Infrastructure Key Actions

Main actor of the energy transition with projects enabling the decarbonization

  • f the system

150MW PV between grid parity and M&A on the secondary market 600k smart meters roll-out start 100+ M€ for Resiliency for electricity supply continuity vs Authority guidelines Remote control extension on 60% of the LV/MV secondary stations Renovation/expansion activities on the LV/MV network for over 2,500km Installation of over 600km of optical fiber at the service of the existing infrastructure Acquisition of photovoltaic plants with total capacity of approximately 45 MWp (H2 2019- H1 2020) Development of primary market projects, 40 MWp already authorised out of a pipeline of

  • ver 400 MWp
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Energy Infrastructure Key Financials

EBITDA INVESTMENTS

€M €B

CAGR 6.3% CAGR 3.9%

CAGR 5.1%

RAB

€B

Old Plan

Distribution Metering

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EBITDA Breakdown Energy Infrastructure

2018

2019 2020 Plan 2022 Plan

ENERGY INFRASTRUCTURE 360 392 407 440 Distribution (Areti) €m 317 345 352 363 Production (Acea Produzione+Ecogena) €m 49 45 52 73 Public Lighting €m

  • 5

2 3 4

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ACEA Group

37

ARERA RESOLUTION:

  • 568/2019 tariffs for electricity distribution (TIT) and metering (TIME) revised for the sub-period 2020-2023
  • 646/2015 "Quality of electricity distribution and metering services and output-based regulation" (TIQE) amended and supplemented by RESOLUTION

566/2019/R/eel for the sub-period 2020-2023

  • 534/2019 Initiatives designed to boost the resilience of electricity distribution networks, Areti plan for 2019-2021.
  • 467/2019 experimental regulation for the upgrade of aging plumbing risers in buildings
  • 306/2019 Revision for the three-year period 2020-2022 of the recognition of 2G smart metering costs
  • 583/2015 TIWACCsupplemented by resolutions 639/2018/R/com and 570/2019/R/gas

REGULATORY PERIOD: EIGHT YEARS 2016-2023 divided into two sub-periods, each lasting four years:

  • 2016-2019
  • 2020-2023

REGULATORY PERIOD WACC: SIX YEARS 2016-2021

  • WACC for 2016-2018 5.6%
  • WACC for 2019-2021 5.9%

WACC FOR OTHER ACTIVITIES ELECTRICITY TRANSMISSION Electricity transmission WACC for 2019-2021 : 5.6% GAS NETWORKS Gas transport WACC for 2019: 5.7% Gas distrib WACC for 2019: 6.3% Gas metering WACC for 2019: 6.8% Gas storage WACC for 2019: 6.7%

Areti’s concession expires in 2030

WACC for 2020-2021: 5.7% WACC for 2020-2021: 6.3% WACC for 2020-2021: 6.7%

}

Electricity Distribution: regulation

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ARERA Resolution 568/2019 on the tariff review

REGULATORY CHANGES IN 2019

The main changes introduced by Resolution 568 regard: a) the recognition of opex in the sub-period 2020-2023, based on opex for 2018 and providing for the symmetrical allocation, between the operator and end users, of productivity improvements in the first sub-period (2016-2019); b) the sharing of net revenue generated by the use of electricity infrastructure for purposes other than those related to the electricity service; c) creation of a mechanism for recognising credit losses, in exceptional situations of late payment, relating to the portion linked to distribution tariffs, but postponing definition of the mechanism until a later resolution; d) the possibility of obtaining, on request and as a one-off, an increase in the ROIC provided for in the TITs for 2008- 2011 and 2012-2015 (for the first period in art. 11 and, for the later period, in art. 12, respectively); e) extension of the subsidies provided for changes in capacity requested by domestic customers, with definition in 2020 of the operational procedures for an equalisation mechanism relating to the subsidies provided in the period 2017-2019; In particular , the mechanism in point c) will enable Areti to also recover the portion of credit losses relating to distribution tariffs. By April 2020, ARERA is to define a mechanism that is expected to be the same as the one set

  • ut in Resolution 50/2018 for the recovery of stranded costs already paid to the CSEA and GSE but not collected

from users of the transport service.

Electricity distribution: regulation

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ARERA Resolution 566/2019 on output-based regulation

REGULATORY CHANGES IN 2019

At the end of 2019, ARERA, following various consultation documents, issued Resolution 566/2019/R/eel on the

  • utput-based regulation of distribution and metering services and Resolution 568/2019/R/eel on revision of the

regulations regarding the tariffs for transmission, distribution and metering services, both coming into effect for the regulatory sub-period 2020-2023. Overall, ARERA has retained the same approach for both the first and second sub-periods. The main changes introduced by Resolution 566 regard:

  • the possibility to delay achievement of continuity targets, but only limited to areas with the worst levels of

continuity;

  • the introduction of special incentives for critical areas of the country;
  • establishment of a mechanism for experimental regulation in order to drive improvements in service quality;
  • the introduction of records showing the number of meters replaced due to a malfunctioning display;
  • from 2021, the publication of comparative records for voltage dips;
  • a cap on the reward for each intervention designed to improve grid resilience, limiting the reward to no more than

the actual cost of the work carried out.

Electricity distribution: regulation

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Electricity distribution: regulation

In addition, the following are relevant to 2019:

  • Resilience of electricity grids
  • Upgrade of plumbing risers
  • 2G smart meters

REGULATORY CHANGES IN 2019

  • 1. Resilience of electricity grids

Following two consultations, the regulator issued Resolution 668/2018/R/eel, establishing initiatives regarding grid

  • resilience. To this end, it introduced incentives for work designed to increase the grid’s ability to withstand the impact
  • f weather events.

Areti submitted its resilience plan for 2019-2021 to ARERA in order to be included, from 2019, in the related incentive scheme, which includes a series of rewards and penalties. In Resolution 534/19, ARERA introduced a system of rewards and/or penalties relating to implementation of Areti’s resilience plan for 2019-2021. The plan will covers approximately 230 interventions, concentrated primarily in 2020, with the aim of mitigating heatwave risk (most of the interventions) and flood risk (residual). Upgrade of plumbing risers In Resolution 467/2019/R/eel, the regulator began experimenting with regulation of the upgrade of aging plumbing risers in buildings, with effect from 1 January 2020 and for a three-year period. The regulation aims to: a) conduct a national census of aging plumbing risers; b) encourage condominiums to upgrade their plumbing risers; c) ensure greater access to withdrawals of electricity; d) gain experience for use in subsequently drawing up a stable regulatory framework.

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Electricity distribution: regulation

2G smart meters In Resolution 306/2019, ARERA updated, for the three-year period 2020-2022, the directives regarding recognition of the costs relating to 2G (second-generation) smart metering systems used in the metering of LV electricity, and the provisions regarding their rollout. In September 2019, Areti submitted to the regulator a request for recognition of this type of investment, and presented its plan to the public in October 2019. The process of consulting on Areti’s 2G smart meters plan, provided for in Resolution 306, came to an end in November . In 2020, the regulator is due to publish a resolution approving the costs involved in Areti’s 2G smart metering systems. The plan envisages the replacement of 2.3 million meters by 2034, at an overall cost of €546 million, including capex

  • f €318.9 million.

REGULATORY CHANGES IN 2019

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WACC Electricity end gas Distribution Energy Infrastructure

WACC ELECTRICITY DISTRIBUTION 2016-2018 2019-2021 654/2015 - All.D 639/2018 Wacc real

pre-tax

5.6%

5.9%

Kereal

16-17

4.9% 5.7% Factor Ke 84.8% 72.5% Kdreal

16-17

2.0% 2.4% Factor Kd 0.49 0.55 F 0.5% 0.5% Kereal

16-17

4.9% 5.7% RF nominal 0.79% 0.64% isr16-17 1.39% 1.62% RFRreal 0.5% 0.5% b asset 0.39 0.39 b levered 0.61 0.68 tc16-17 27.50% 24.00% T corrected for inflation 34.40% 31.0% d (g)

44% 50%

e (1-g)

56% 50%

d/e 0.80 1.00 TMR 6.0% 6.0% ERP 5.5% 5.5% CRPp 1.00% 1.39% Kdreal

16-17

2.00% 2.39% CRPp 1.00% 1.39% DRP 0.50% 0.50% F 0.50% 0.46% ia 1.50% 1.70% 33.8% 27.5% WACC GAS DISTRIBUTION 2016-2018 2019 2020-2021 654/2015 - All.D 639/2018 570/2019 Wacc real

pre-tax

6.1% 6.3%

6.3%

Kereal

16-17

5.0% 5.8% 5.8% Factor Ke 95.3% 80.6% 80.6% Kdreal

16-17

2.0% 2.4% 2.4% Factor Kd 0.41 0.49 0.49 F 0.5% 0.5% 0.5% Kereal

16-17

5.0% 5.8% 5.8% RF nominal 0.79% 0.64% 0.64% isr16-17 1.39% 1.62% 1.62% RFRreal 0.5% 0.5% 0.5% b asset 0.44 0.44 0.44 b levered 0.63 0.71 0.71 tc16-17 27.50% 24.00% 24.00% T correction for inflation 34.4% 31.0% 31.0% d (g)

37.5% 44% 44%

e (1-g)

62.5% 56% 56%

d/e 0.60 0.80 0.80 TMR 6.0% 6.0% 6.0% ERP 5.5% 5.5% 5.5% CRPp 1.00% 1.39% 1.40% Kdreal

16-17

2.00% 2.39% 2.40% CRPp 1.00% 1.39% 1.40% DRP 0.50% 0.50% 0.50% F 0.54% 0.49% 0.49% ia 1.50% 1.70% 1.70% 36.7% 29.5% 29.5%

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Electricity Distribution: regulation

In response to the COVID emergency, in Resolution 60/2020 (revised) ARERA introduced a moratorium on efforts to recover unpaid bills payable by households and small businesses. As a result, Resolution 116/2020 (revised) allows users to make part payment of bills for electricity transmission and gas distribution falling due in April, May and June 2020 and permits distributors to make part payment of amounts covering general system costs to the CSEA and GSE. In Resolution 248/2020, ARERA has set out the procedure for paying previously unpaid amounts, and specifically:

  • users of electricity transmission and natural gas distribution services can make a lump-sum payment by

September 2020 or pay in instalments (three monthly instalments, the first falling due in September);

  • electricity distributors are required to pay the CSEA and GSE, by the 15th day after collection, general system

costs until they have paid the full total billed for general system costs during the period;

  • natural gas distributors are required to pay the CSEA, within 60 days of the end of each two-month period in

which collection takes place, general system costs until they have paid the full total billed for general system costs during the period. ARERA RESOLUTION 248/2020 “Urgent measures linked to the Covid-19 pandemic: procedure for recovering amounts not paid to distributors by electricity transmission and natural gas distribution users and general system costs not already paid to the CSEA and GSE”

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The RAB (after impact

  • f

regulatory accounting), taken into account when determining the tariff for year n, corresponds to the value of fixed assets in year n (based

  • n the historical cost of the entity’s assets

revalued using deflators for the period) less accumulated depreciation, calculated to year n, revalued using deflators for the period.

RAB - 2019-2022 Industrial Plan

Under the regulatory framework, the RAB does not include goodwill recognised in the companies’ statutory financial statements.

ELECTRICITY DISTRIBUTION (€m) 2018 2020 Plan 2022 Plan RAB ARETI 2,085 2,281 2,432

Energy Infrastructure

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Commercial and Trading

  • Business Plan 2019-2022
  • Regulatory framework
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ACEA Group

Commercial and Trading Key Initiatives

Operational excellence on key processes and reduction of 20% on CtS and 15% on CtC Strong commercial boost (3x vs. 2018) supported by a new offering model Strengthening of digital channels (10% on total acquisitions) Launch of new Value Added Services (e.g. smart meters, insurance, thermal systems) Entrance in the flexibility market (T erna auction for UVAM assigned to T

  • r di Valle plant for 10 MW)

Increase of share of pull commercial channels (e.g. Shop, Branch and Digital) up to 50% Signed with ERG two Power Purchase Agreements (PPA) concerning the supply of renewable energy totalling 1.5 TWh during the period 2020-2022 (October 2019)

Growth of retail portfolio, improvement of service quality and exploitation

  • f energy

transition

  • pportunity
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ACEA Group

Commercial and Trading Key Financials

EBITDA INVESTMENTS

€M €M

CAGR 8.2% CAGR 31.4%

CAGR 19.3%

CUSTOMER BASE

Millions

Old Plan

*Investments include Commissioning Capitalizations IFRS15 Power Mkt | Maggior Tutela Power Mkt | Free Gas

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ACEA Group END OF ENHANCED PROTECTION MARKET Law 124/2017 called for the end of the enhanced protection market in the electricity and gas sectors from 1 July 2019. This deadline was extended until 1 July 2020 by the Law converting Law Decree 91/2018 – Law 108 of 21 September 2018. Law Decree 162/2019 (the so-called Milleproroghe legislation) has in turn further delayed the withdrawal of price protections until 1 January 2022. REGISTER OF SELLERS The annual competition and markets legislation, Law 124 of 2017, which came into force on 29 August 2017, requires the sellers of electricity to be enrolled on a Register of Electricity Sellers, to be created by the Ministry for Economic Development on the proposal of the regulator . In Resolution 762/2017/I/eel, the regulator set out an initial proposal to the Ministry, which, however , has yet to issue the related decree. Law Decree 162/2019 (the so-called Milleproroghe legislation) calls on the Ministry, in consultation with ARERA, to prepare a decree, to be implemented within 90 days, establishing the criteria, procedures and requirements (technical, financial and integrity) for enrolment and continued presence on the Register of Sellers. In serious cases of non- compliance or failure to meet the above requirements, or in situations deemed to be critical with respect to general principles governing the correct functioning of markets and consumer protections, the Ministry may exclude sellers from the Register .

Commercial and Trading: regulation

END OF ENHANCED PROTECTION MARKET REGISTER OF SELLERS

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ACEA Group TWO-YEAR STATUTE OF LIMITATIONS

Following the 2018 Budget Law (no. 205/2017), ARERA consulted on a number of occasions with stakeholders on

  • perators’ obligations and on the protection of customers receiving back-bills for periods of more than two years, where

customers were not responsible for the delay in billing (the two-year statute of limitations). ARERA then adopted resolutions 97, 264 and 569 in 2018, containing regulations to be applied during the subsequent steps. To date, the regulator has established, among other things, that operators have an obligation to inform customers of their right to assert a statute of limitations with a notice in the bill containing the amount due and in the related past due notices. Several operators and associations have requested a review of the latest resolution, no. 569. In Resolution 683/2018/R/com, the regulator, whilst rejecting the above request, has in any event granted operators the right to adopt specific, differentiated approaches to the billing of amounts relating to consumption dating back more than two years. In the same resolution, the regulator has also introduced a requirement for distributors to return any amounts previously paid by sellers, where the distributor is responsible for the delay in billing, by offsetting the amount to be returned against future payments. Definition of the procedures to be followed by sellers when requesting Terna or Snam to review the matching amounts relating to the dispatching or balancing service, where the statute of limitations has been applied due to a failure on the part of the distributor, has been put off until another resolution. The 2020 Budget Law, no. 160 of 27 December 2019, has established that the provisions regarding the two-year statute of limitations are also applicable to customers where failure to record or the erroneous recording of consumption data is the proven responsibility of the customer.

General system costs

In Consultation Document 52/2018, ARERA proposed a mechanism, for the benefit of sellers, similar to the one for distributors introduced by Resolution 50/2018, under which any general system costs paid but not collected are to be

  • returned. The proposed offset mechanism has yet to be finalised in a related resolution, due to opposition from

consumers’ associations, who are against mechanisms based on an approach that merely socialises costs. Following this, ARERA organised a series of working groups with operators and consumers’ associations to look at (i) the new «model for the system» that ARERA intends to adopt in order to establish how general system costs are to be collected, and the process for monitoring billing and the collection of payments; (ii) management of the recovery of general system costs billed from 2016 in the free market and not collected, presenting a mechanism designed to ensure that sellers are compensated and that also takes into account the recovery of overdue amounts that has already taken place through the prices applied in the free market.

Commercial and Trading: regulation

TWO-YEAR STATUTE OF LIMITATIONS GENERAL SYSTEM COSTS

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ACEA Group 2020 BUDGET LAW The 2020 Budget Law, no. 160 of 27 December 2019, has among other things established: 1) an obligation for operators to send customers reminders requesting payment of unpaid bills and notifying them that their power will be cut off with at least forty days notice and by registered mail; 2) that, in the event of the seller failing to comply with the law governing billing (violations of the requirements in relation to metering, back-billing or billing, charges for unjustified expenses or for the cost

  • f consumption, services or goods not due), as verified by the relevant authority or “duly documented in the

form of a specific statement presented independently by the customer , including those presented on line”, the seller has no more than 15 days to refund any amounts paid by the customer and to pay a penalty equal to 10% of the contested, undue amount, and in any event no less than €100.

Commercial and Trading: regulation

2020 BUDGET LAW

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SLIDE 51

Environment

  • Business Plan 2019-2022
  • Regulatory framework
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ACEA Group

Environment Key Actions

Self-sufficiency in sludge treatment with innovative thermal hydrolysis technologies (80 kton) Doubling of treated waste (2.2 Mton target) with new plant development (e.g., organic fraction, liquid/sludge treatment, multi-material) Bioecologia integration with liquid waste treatment plant (~ 110 kton) M&A and development in a Circular Economy perspective focused on material recovery (200+ kton) Partnership with market operators for the recovery

  • f San Vittore WTE plant ashes in a circular

economy perspective

Implementation of old BP strategic initiatives

Acquisition of 90%

  • f DEMAP, which owns a plastic

treatment plant with an authorized capacity of 75,000 tons per year (July 2019)

  • EV of 100% of DEMAP: €20m
  • DEMAP’s EBITDA: €3.5m

Acquisition of 60%

  • f Berg, engaged in the treatment
  • f wastewater with an authorized capacity of 143,000

Tons per year (July 2019)

  • EV of 100% of Berg: €10m
  • Berg’s EBITDA: €1.6m

Inaugurated at Monterotondo Marittimo (Grosseto) one

  • f the largest composting plants in Central Italy with

an authorized capacity of 70 kton per year (October 2019)

  • Capex €22m
  • Expected contribution to EBITDA €2.5m

Acceleration of plant development aimed at recovering materials and energy in a Circular Economy perspective

Acquisition of 60% of Ferrocart and Cavallari (which owns 100% of Multigreen), active in the storage, treatment and selection of waste with a total authorized capacity of more than 145,000 tons per year (April 2020)

  • EV of 100% of Ferrocart and Cavallari: ~ €25m
  • Ferrocart and Cavallari’s EBITDA: ~ €4.5m

Acquisition of 70% of Simam, a leading company in the engineering, construction and management of water and waste treatment facilities, and in environmental interventions and remediation, with high-tech global services (May 2020)

  • EV of 100% Simam: €30m
  • Simam’s EBITDA: ~ €7.0m

Environment / Engineering and Services areas

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Environment Key Financials

EBITDA INVESTMENTS

€M €B

CAGR -9.8% CAGR 19.6%

CAGR 3.9%

VOLUMES

Mton

Old Pian

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MD 6 July 2012 (GRIN system ex-GCs) Conversion of the right to GCs into an incentive is introduced by art. 19 of the Ministerial Decree (“MD”) of 6 July 2012. The incentive is added to revenue generated by the electricity fed into the grid, and is equal to: I = k·(180 – Re)·0.78 Factor k is defined by the regulation based on the type of source and intervention (for San Vittore and Terni k = 1.3). The term Re indicates the average sale price for electricity registered and communicated annually by ARERA. MD 6 July 2012 and MD 23 June 2016 (FER-E system) These decrees have established, among other things, the method for computing the incentive and the feed-in tariff (the second is valid only if the capacity of the plant is below a specific ceiling) in relation to the energy source, the type of intervention (namely: new plant, reconstruction, etc.) and the plant’s capacity.

Environment: regulation

Existing regulations regarding incentives for renewable sources other than photovoltaic (Min. for Econ. Dev. Decree of 23 June 2016, which has amended the previous ministerial decree of 6 July 2012) envisages the following forms of incentive: Feed-in tariff, being the total revenue generated from electricity fed into the grid and from the incentive (only for plants with capacity below a set amount, equal to 500 kW); Incentive, being additional revenue linked to electricity fed into the grid, as more fully described in the above decree. The feed-in tariff and the incentive have different purposes: Energy source (wind, biomass, geothermal, hydro, biogas, etc.) and type (e.g. biomass type A, B, C and D) Type of project (new plant, reconstruction, reactivated, repowering, total or partial upgrade) Plant capacity (nominal capacity in MW resulting from the sum of the electric capacity of the alternators,

  • btained by multiplying the apparent capacity expressed in MVA by the nominal capacity)
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San Vittore del Lazio Lines 2 and 3 Lines 2 and 3 entered service in April 2011 and July 2011, respectively. These currently qualify for an incentive associated with capacity above 23.2 MW; it is supported by the Incentive (GRIN, ex-GC system) regulated by art. 19 of the MD of 6 July 2012 (conversion of GCs into Incentive), the value of which in the current year is based on the average sale price of electricity in the previous year. Estimated value: €96.37/MWh, based on the portion of the energy qualifying for the incentive (approximately 50% of the electricity fed into the grid). San Vittore del Lazio Line 1 Line 1 entered service on 1 October 2016. The incentive (FER-E system) is determined in accordance with the detailed rules provided by the MD of 6 July 2012. Estimated value: €43.05/MWh, solely with regard to the portion of the energy qualifying for the incentive (approx. 50% of the electricity fed into the grid, provided that it is type-C biomass). Terni A WTE plant that entered service in December 2012. This currently qualifies for the Incentive (GRIN ex-GC system) regulated by art. 19 of the MD of 6 July 2012 (conversion of GCs into Incentive), the value of which in the current year is based on the average sale price of electricity in the previous year. Estimated value: €96.37/MWh, based on the portion of the energy qualifying for the incentive (approximately 45% of the electricity fed into the grid). Orvieto (biogas from landfill) The plant has two sections: M1 and M2, which entered service in November 2007 and March 2013, respectively. Section M2 currently qualifies for the Incentive (GRIN ex-GC system), regulated by art. 19 of the MD of 6 July 2012 (conversion of GCs into Incentive), the value of which in the current year is based on the average sale price of electricity in the previous year, reduced by multiplying factor «k», amounting to 0.80 (for M2). Estimated value: k x €96.37/MWh, based on the electricity sold above the threshold of 6999.4 MWh/year, reduced by a multiplying factor of 0.9 (for M2). Orvieto (biogas from anaerobic digestion) The plant has two sections: M1 and M2, both of which entered service in November 2015. The incentive (FER-E system) is determined in accordance with the detailed rules provided by the MD of 6 July 2012 and consists of a feed-in tariff (all-inclusive P < 1 MW) of €174.44/MWh, based on the portion

  • f the energy qualifying for the incentive (approximately 45% of the electricity fed into the grid).

Aprilia (biogas from anaerobic digestion) The plant that entered service in December 2019. The incentive (FER-E system) is determined in accordance with the detailed rules provided by the MD of 6 July 2012. Estimated value: €50.60/MWh, with regard to the portion of the energy qualifying for the incentive (approx. 95% of the electricity fed into the grid, provided that it is type-C biomass).

Estimated incentives and tariffs

Environment: regulation

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Environment: regulation

  • Regulatory period 2018-2021, structured in line with the previous tariff regulation (Presidential Decree

158/99), with the introduction of certain elements such as sharing arrangements for revenue from the sale

  • f material and energy derived from waste and the related CONAI revenue.
  • Real pre-tax WACC: 6.3% for the period 2020-2021, with an additional 1% for the 2-year time lag

between capex being carried out and its recognition in RAB.

  • Determination of four different regulatory frameworks, limiting the annual rise in the tariff to reflect the

quality of service provided and changes in the scope of operations.

  • Cost recognition on the basis of accurate ex post data based on reliable accounting records for the

previous two years and no longer on forecasts.

  • Identification
  • f efficient

costs and subsequent adjustments for 2018 and 2019 (introduced

  • n a

progressive basis and recognisable over no more than 4 years).

  • Whilst awaiting determination of the tariffs for incoming waste (to be determined by 31 December 2020),

the charges covering the costs of disposal and treatment and of treatment and recovery are determined on the basis of approved and/or negotiated tariffs.

ARERA RESOLUTION 443/2019

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Tariffs for Acea’s plants

Estimated incentives and tariffs (budget 2020)

Plant Ref. Tariff/Incentive Value Expiry Fixed/variable

Terni GRIN ex-GC, MD 6 July 2012 Incentive €96.37/MWh 2028 Variable (SP)* San Vittore d. Lines 2 e 3 (P < 23,2) GRIN ex-GC, MD 6 July 2012 Incentive €96.37/MWh 2026 Variable (SP)* San Vittore d. Linea1 FER-E, MD 6 July 2012 Incentive €43.05/MWh 2036 Variable (ZP)** Orvieto Discarica GRIN ex-GC, MD 6 July 2012 Incentive €77.10/MWh 2026 M2 Variable (SP)* Orvieto Landfill + Composting FER-E, MD 6 July 2012 Feed-in tariff €174.44/MWh 2035 Fixed Orvieto Landfill + Composting FER-E, MD 23 June 2016 Incentive €50.60/MWh 2039 Variable (ZP)**

Type of plant MD 6 July 2012 MD 23 June 2016

Biogas plant between 0.6 and 1 MW €178/MWh €160/MWh Biogas plant between 1 and 5 MW €125/MWh €112/MWh WTE plants > 5 MW €125/MWh €119/MWh

Environment: regulation

* Sale price (previous year) ** Zonal price (current year)

Basic tariffs applicable to Acea’s plants

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ACEA Group

Overall view of electricity production plants

Treatment plant FER e.e. Number of sets Installed capacity (MW) Gross production 2019 (GWh) Terni SSF (pulper) 1 13.6 80.93 Paliano

  • San Vittore

SSF (ex RDF) 3 43.8 276.27 Orvieto (1) biogas 4 3.125 19.79 Monterotondo M. (2) biogas 1 0.834

  • Sabaudia (3)
  • Aprilia (2)

biogas 3 3.0

  • (1) Biogas plant using waste from landfill, 2 sets with total capacity of 2.127 MW; Biogas plant using anaerobically treated waste, 2

sets with total capacity of 0.998 MW. (2) Production plant to be built as part of expansion; one biogas-fueled set for Monterotondo (834 kW nominal) and 3 biogas-fueled sets for Aprilia (total nominal capacity of approx. 3,000 kW). (3) Plant not expected to produce electricity.

Acea’s plants Environment: regulation

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Financial results

ACEA Group

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SLIDE 60

TITOLO CAPITOLO

TITOLO PRESENTAZIONE / Luogo e data

ACEA Group

H1 2020 Results

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ACEA Group

H1 2020 Results 61

KEY TRANSACTIONS COMPLETED SINCE THE BEGINNING OF THE YEAR

 Successful placement of a €500m bond issue, with a term of 9 years and paying interest of 0.50% (January 2020).  Signature of an agreement to acquire 51% of «Alto Sangro Distribuzione Gas» (537 km of network, 34,000 redelivery points in the province of l’Aquila). (March 2020)  Acquisition of 60% of «Ferrocart» and «Cavallari» (which owns 100% of Multigreen) – 4 waste storage, treatment and sorting plants, handling 145 thousand tonnes per year (April 2020)  Acquisition of 70% of Simam, a leader in the design, construction and operation of liquid waste treatment plants and in the delivery of environmental and remediation projects, offering integrated high-tech solutions (May 2020)  Acquisition of photovoltaic plants continues, with total installed capacity amounting to up to 45 MWp. Development of primary market projects, 40 MWp already authorised (H1 2020) out of a pipeline of over 400 MWp  Fitch’s confirmation of Acea’s rating of «BBB+» with a «Stable» outlook. (May 2020)  Standard Ethics has upgraded the outlook for Acea from ‘‘Stable’’ to ‘‘Positive’’. The rating is ‘‘EE-’’ (July 2020). Acea is a member of the SE European Multi-Utilities index.

SIGNIFICANT IMPROVEMENT IN RESULTS DESPITE THE IMPACT OF THE HEALTH EMERGENCY GROWTH IN INVESTMENT IN REGULATED INFRASTRUCTURE CONTINUES

  • EBITDA of €569m +13% versus H1 2019 (organic growth >8%)
  • EBIT of €277m +7% versus H1 2019
  • NET PROFIT of €144m +1% versus H1 2019
  • Capex of €411m +20% versus H1 2019

Executive summary

ACEA Group sees continued growth

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ACEA Group

H1 2020 Results 62

IMPACT OF ‘‘COVID-19 EMERGENCY’’

14% 86%

EBITDA from non-regulated businesses EBITDA from regulated businesses

HIGH RESILIENCE due to major presence in regulated businesses

H1 2020

UPDATED GUIDANCE FOR 2020:

  • EBITDA >8% versus 2019 (€1,042m)

RAISED Previous guidance +6%/+8%

  • CAPEX broadly in line with 2019 (€793m)

CONFIRMED

  • NET DEBT €3.45-3.55bn

CONFIRMED

SOLID FINANCIAL STRUCTURE LIQUIDITY WILL ENABLE US TO MEET OBLIGATIONS FALLING DUE AND SERVICE DEBT BEYOND 2024

Executive summary

  • EBITDA: ALL AREAS OF BUSINESS PROVED RESILIENT TO THE CRISIS.

THE GROUP CONTINUES TO SEE STRONG GROWTH DESPITE THE NEGATIVE IMPACT OF THE HEALTH EMERGENCY.

  • NET WORKING CAPITAL: INCREASE OF
  • ~ €60M IN PAYMENT ARREARS
  • ~ €60M IN DEFERRED COLLECTION OF REGULATORY ITEMS

TO BE ALMOST ENTIRELY RECOVERED BY THE END OF 2020

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ACEA Group

H1 2020 Results 63

Executive summary

“Covid-19 emergency”: the Acea Group’s response in H1 2020

Use of smart working arrangements continued Guaranteed continuity and efficiency of all the services provided. Ongoing «dialogue» with local communities and all the Group’s stakeholders. RECOVERY Plan already launched. Rollout of serological testing for «Covid-19» for 3,000 employees. Over 1,900 tests carried out.

Integrated water cycle, energy transition, circular economy, networks, smart cities, e-mobility…. Utilities will play a central role in the country’s «restart». The European Green Deal will help to relaunch investment that will be a key driver of the economic recovery. Acea confirms its strong commitment to:

  • Reducing the infrastructure gap, above all in

the water sector in Italy

  • Improving the quality of the services offered
  • Ongoing delivery of digitalisation
  • Sustainable development
  • The energy transition

THE EUROPEAN REGULA TORY FRAMEWORK IS EVOLVING: GROWTH OPPORTUNITIES

Green Deal - National Energy and Climate Plan - Recovery Fund - ‘‘Simplifications’’ Decree

Plan to double the capacity

  • f

the Peschiera Acqueduct included in the ‘‘Simplifications’’ Decree as a ‘‘priority project’’ for Italy.

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ACEA Group

H1 2020 Results

H1 2020 financial highlights

(€m) H1 2020 (a) H1 2019 (b) % change (a/b) Consolidated revenue 1,622.0 1,553.1 +4.4% EBITDA 568.7 502.6 +13.2% EBIT 277.4 260.2 +6.6% Group net profit 143.8 143.0 +0.6%

Capex

410.6 342.0 +20.1% (€m) 30 June 2020 (a) 31 Dec 2019 (b) 30 June 2019 (c) % change (a/b) % change (a/c) Net debt 3,527.5 3,062.8 2,842.5 +15.2% +24.1%

* The increase in the workforce is primarily due to changes in scope (AdF +402; Acea Perù +437; Environment +172; Simam +132)

H1 2020 H1 2019 Change 7,909 6,611 +1,298*

Average Group workforce

  • EXCELLENT PERFORMANCE OF REGULATED

BUSINESSES (Water, Electricity Distribution)

  • ABILITY TO RECOVER OF NON-REGULATED

ACTIVITIES MOST EXPOSED TO THE CRISIS

  • CONSOLIDATION OF ACQUEDOTTO DEL

FIORA (AdF)

  • CONTRIBUTION FROM NEW ACQUISITIONS
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ACEA Group

H1 2020 Results

EBITDA H1 2020 EBITDA (€m)

* Line-by-line consolidation of AdF ** Line-by-line consolidation of Consorcio Agua Azul, following the increase in the interest to 44% ^ Engineering, Corporate ^^ Contribution from consolidation using the equity method 1% 2% 5% 5% 36% 54%

Corporate Engineering Overseas Environment Commercial & Trading Energy Infrastructure Water

EBITDA

H1 2019 Water Energy Infrastructure Commercial & Trading Environment Overseas Other^ H1 2020

502.6 61.4* 12.8 (1.4) (7.3) 568.7 (5.3) 5.9**

  • 3%

(€m)

H1 2020 H1 2019 AdF 30.6 ^^2.6 Consorcio Agua Azul 5.0 ^^0.6 Pescara Distribuzione Gas 1.1 0.5 Demap 2.0

  • Berg

1.1

  • Ferrocart/Cavallari/Multigreen

1.6

  • Simam

1.1

  • Photovoltaic

5.7

  • TOTAL

48.2 3.7

Contribution to EBITDA of consolidationof AdF, Consorcio Agua Azul and new acquisitions EBITDA (€m) 305.4 206.1 29.8 26.2 13.8 (12.6)

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H1 2020 Results

EBITDA and quantitative data

H1 2020 financial highlights

(€m) H1 2020 (a) H1 2019 (b) % change (a/b) EBITDA 305.4 244.0 +25.2%

Acea ATO2 200.8

176.8

+13.6% Acea ATO5 15.7

13.1

+19.8% Gori 39.5

34.2

+15.5% AdF 30.6 2.6 n/s Equity-accounted water companies 15.8

15.2

+3.9% Other consolidated water companies 1.9

1.6

+18.8% Pescara Distribuzione Gas 1.1 0.5 n/s

Capex 229.2 168.3 +36.2%

Water

Including gas distribution

EBITDA main drivers

  • Application of Tariff Regime for third regulatory

period 2020-2023 (Arera Resolution 580/2019):

  • effect of investment in growth
  • no award of bonus for commercial quality

(€16.8m), offset by recognition of new cost components (including those relating to sludge disposal)

  • Line-by-line consolidation of AdF (from

October 2019): +€28.0m

  • Acquisition of Pescara Distribuzione Gas

(March 2019): +€0.6m EBITDA GROWTH KEY HIGHLIGHTS

  • Agreement for Acquisition of 51% of ‘‘Alto

Sangro Distribuzione Gas’’

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H1 2020 Results

EBITDA and quantitative data

H1 2020 financial highlights

Energy Infrastructure

KEY HIGHLIGHTS

  • Generation: -€1.3m:

Declining volumes and sharp fall in energy market prices, partly due to Covid-19 emergency Fhotovoltaic +€5.7m

  • Distribution: +€13.1m (primarily due to tariff and

regulatory effects) EBITDA GROWTH

  • Public Lighting: +€1.0m (new lighting points)
  • Acquisition of new photovoltaic plants on the

secondary market, increasing total capacity to ~45 MWp

  • 40 MWp on primary market already authorised

EBITDA main drivers

(€m) H1 2020 (a) H1 2019 (b) % change (a/b) EBITDA 206.1 193.3 +6.6%

  • Distribution

181.3 168.2 +7.8%

  • Generation

24.1 25.4

  • 5.1%
  • Public Lighting

0.7

  • 0.3

n/s

Capex 141.3 133.4 +5.9%

4,755 4,256 H1 2019 H1 2020

Total elec tr ic ity distr ibuted ( G W h )

1,631 1,635 H1 2019 H1 2020

Numbe r of PO Ds

( ‘0 0 0 s )

340 321* H1 2019 H1 2020

Total elec tr ic ity pr oduc ed ( G W h )

* of which photovoltaic: 28 GWh

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H1 2020 Results

EBITDA and quantitative data

H1 2020 financial highlights

KEY HIGHLIGHTS

Commercial & Trading

EBITDA main drivers

  • Reduction in margin on enhanced protection

market: revised mechanism for compensating for delinquent accounts (ARERA Resolution 100/2020)

  • Reduction in business customers’ consumption in

March-June period due to Covid-19 emergency (€m) H1 2020 (a) H1 2019 (b) % change (a/b) EBITDA 29.8 31.2

  • 4.5%

Capex 17.4 18.5

  • 5.9%

347 414 813 766

H1 2019 H1 2020

1,998 2,351 1,136 1,017

H1 2019 H1 2020

Total ener gy sold

( G W h )

3,134 1,160

Free market Enhanced protection market

  • Increased margin on free market: greater

number of mass market customers

179 198 H1 2019 H1 2020 83 90 H1 2019 H1 2020

EBITDA

3,368

N u mb er of elec tr ic ity c ustomer s ( ‘0 0 0 s )

1,180

Total gas sold (Mm 3) N umber of gas c ustomer s (‘000s)

  • Increased customer base on free market
  • Ability to recover from an emergency situation,
  • ffsetting impact of enhanced protection market

regulation and reduced consumption of business customers

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H1 2020 Results

(€m) H1 2020 (a) H1 2019 (b) % change (a/b) EBITDA 26.2 33.5

  • 21.8%
  • f which: Demap

2.0

  • n/s

Berg 1.1

  • n/s

Ferrocart/Cavallari/ Multigreen 1.6

  • n/s

Capex 9.5 10.6

  • 10.4%

EBITDA and quantitative data

H1 2020 financial highlights

Environment

EBITDA main drivers

  • End of CIP6 incentives from 1 August 2019

(-€18.0m) KEY HIGHLIGHTS H1 2020

  • Acquisition of 60% of Ferrocart/Cavallari/

Multigreen (waste storage, treatment and sorting)

* Includes ash disposed of

170 173 H1 2019 H1 2020

E ner gy sold ( G W h )

631 778 H1 2019 H1 2020

T re atme nt and disposal* ( Kt onne s )

  • Acquisition of Demap (July 2019): +€2.0m
  • Acquisition of Berg (October 2019): +€1.1m
  • Acquisition of Ferrocart/Cavallari/Multigreen

(April 2020): +€1.6m

  • Increase in disposal tariffs and volume

EBITDA

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H1 2020 Results

EBIT and net profit

EBIT (€m) NET PROFIT (€m) (€m)

H1 2020 H1 2019 % change

Depreciation 239.9 200.1 +19.9% Write-downs 43.8 36.0 +21.7% Provisions 7.5 6.3 +19.0% T

  • tal

291.2 242.4 +20.1%

Consolidation of AdF (€13.0m) Increased capex, above all in Water segment Consolidation of AdF (€0.7m)

260.2 277.4

H1 2019 H1 2020

143.0*

H1 2019 H1 2020

143.8**

* Net profit H1 2019:  Recognition of non-recurring item (€1.5m) relating to Agua Azul Bogotà  Presence of CIP6 incentives (Environment segment), ended 1 August 2019 (€13m) ** Net profit H1 2020: Impact of consolidation of AdF and Consorcio Agua Azul fully offset by at the level of net profit by effect of profit attributable to non-controlling interests

Effect of Covid-19 emergency and consolidation of AdF (€0.9m)

TAX RATE 30.0% 30.5%

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H1 2020 Results

Capex

Growth in capex on regulated activities continues

  • Repair and widening of

water and sewage pipes

  • Extraordinary

maintenance of water centres

  • Work on treatment

plants

  • Consolidation of AdF

(€15.5m)

  • Upgrade and expansion of

grid

  • ’Resilience’’ plan with

work on secondary substations and on the MV and LV network

  • San Vittore

plant

  • Expansion of

Orvieto landfill

  • Customer

acquisition

  • IT systems

* Engineering, Corporate

  • Agua de San

Pedro: reduced investment

12% 88% Investment in non- regulated businesses Investment in regulated businesses

Capex (€m) 229.2 141.3 17.4 9.5 0.9 12.3

  • Corporate: IT

projects

342.0 60.9 7.9 (1.1) (1.1) (2.7) 4.7 410.6

H1 2019 Water Energy Infrastructure Commercial & Trading Environment Overseas Other* H1 2020

Capex: +20.1%

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H1 2020 Results

Cash flow

Continued focus on reducing working capital

The increase in net working capital in H1 2020 is primarily due:

  • seasonal effects
  • Covid-19 emergency:

 payments in arrears at Acea Energia and the water companies (~€60m)  deferred collection of regulatory items (~€60m)

H1 2020 H1 2019 EBITDA 569 503

Change in working capital

(210) (96)

Capex

(411) (342)

FREE CASH FLOW

(52) 65

Net finance income/(costs)

(43) (43)

Change in provisions

(56) (54)

Income tax paid

(45)

  • Dividends

(166) (151)

Other

(16) (19)

M&A

(86) (15)

IFRS 16

  • (57)

TOTAL CASH FLOW

(464) (274)

EBITDA H12020 Change in working capital Capex Finance costs Change in provisions Total cash flow Other M&A Dividends

569

Income tax paid

(210) (411) (43) (56) (45) (166) (16) (86) (464)

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H1 2020 Results

Ratings

BBB+ Stable Outlook

82% 18%

(€m) 30 June 2020 (a) 31 Dec 2019 (b) 30 June 2019 (c) Change (a-b) Change (a-c) Net debt 3,527.5 3,062.8 2,842.5 464.7 685.0

Medium/long-term 4,095.8 3,523.3 3,431.1 572.5 664.7 Short-term (568.3) (460.5) (588.6) (107.8) 20.3

NET DEBT/ EBITDA LTM 30 June 2020

3.2x

Baa2 Stable Outlook

Net debt

3% 97%

Structure of debt

(maturity and interest rates at 30 June 2020)

> Fixed rate 82% > Average cost 1.82% > Average term 5.85 years

Floating rate Fixed rate Debt falling due after 2021 Debt falling due by 2021

29 January 2020 – Issue of bonds worth €500m under EMTN. Bonds have a 9-year term and pay a fixed rate of 0.50%

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TITOLO CAPITOLO

TITOLO PRESENTAZIONE / Luogo e data

ACEA Group

Q1 2020 Results

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Q1 2020 Results

Executive summary

Constant growth in the last three years

«WATER EMERGENCY» (Q3 2017) effectively dealt with, ensuring continuity of service (~2,300 interventions, with large reduction in network leaks)

840 933 1,042

2017 2018 2019

EBITDA (€m)

EFFICIENCY AND COMUNITY ENGAGEMENT

532 631 793

2017 2018 2019

CAPEX (€m)

FOCUS ON INFRASTRUCTURE, INNOVATION AND SUSTAINABILITY

0.63 0.71 0.78

2017 2018 2019

DPS (€)

CREATION OF SHAREHOLDER VALUE

SHARE PRICE AT ALL-TIME HIGH since 27 April 2017 (the date the new Board of Directors took office):

  • +38.6% between 27 April 2017 and 31 December 2019
  • In early 2020, the significant market «volatility» caused by the «Covid-19 emergency» has influenced the performance of Acea’s share price, pushing it
  • downwards. At 12 May 2020, the price stood at €16.41 (+23.4% compared with 27 April 2017).

Agreement with Open Fiber (January 2018) for the rollout of an ultrafast broadband communications network in the city of Rome. Bond issues totalling €2bn Evolving business mix: acquisitions in gas, environment and photovoltaic sectors, consolidation of Gori and Acquedotto del Fiora:

  • 51% of Pescara Distribuzione Gas - entry into the gas distribution market (March 2019)
  • 90% of Demap – the owner of a plastic treatment plant (July 2019)
  • Photovoltaic plants with capacity of up to ~29MWp (between July 2019 and early 2020)
  • 60% of Berg – a provider of liquid waste treatment services (October 2019)
  • Consolidation of the water companies, Gori (November 2018) and Acquedotto del Fiora (October 2019)
  • Other acquisitions in early 2020 (51% of Alto Sangro Distribuzione Gas; 60% of Ferrocart and Cavallari; 70% of Simam)

New BUSINESS PLAN 2019-2022 approved (April 2019) bringing forward targets announced to market in November 2017 by over twelve months.

Targets in existing Plan:

  • EBITDA in 2022: €1,270m (+36% versus 2018)
  • RAB in 2022: €4.8bn (+28% versus 2018)
  • Capex: €4bn (in the period 2018-2022)
  • Dividends of €800m over life of the Plan

EBITDA (€m)

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Q1 2020 Results

Executive summary

“Covid-19 emergency” : the Acea Group’s response

Establishment of a Committee for managing Covid-19 preventive measures Reorganisation of work with expanded use of digital tools and the large-scale adoption of smart working arrangements (with over 85% of staff working from home) Guranteed continuity and efficiency of all the services provided. Ongoing «dialogue» with local communities and all the Group’s stakeholders. Introduction of special insurance cover for the Group’s employees and their families. Special attention paid to employees with underlying health issues. Donations to the health service (the Lazzaro Spallanzani and Agostino Gemelli hospitals). 6,369 hours donated by the Group’s employees to the Lazzaro Spallanzani hospital. Launch of a progessive, phased RECOVERY PLAN.

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Q1 2020 Results

KEY EVENTS DURING THE FIRST QUARTER OF 2020:

  • Successful placement of a €500m bond issue, with a term of 9 years and paying interest of 0.50% (January 2020).
  • Signature of an agreement to acquire 51% of «Alto Sangro Distribuzione Gas» (537 km of network, 34,000

redelivery points in the province of l’Aquila). The transaction is in line with the gas market growth strategy and strengthens Acea’s presence in the sector in Abruzzo (March 2020).

THE ACEA GROUP CONTINUED TO DELIVER GROWTH IN THE FIRST QUARTER OF 2020, DRIVEN BY OUR MAJOR INVESTMENT PROGRAMME

  • EBITDA of €276m +12% versus Q1 2019
  • EBIT of €137m +3% versus Q1 2019
  • Capex of €190m +26% versus Q1 2019

KEY EVENTS AFTER 31 MARCH 2020:

  • Signature of an agreement for the acquisition of 60% of «Ferrocart» and «Cavallari» (which owns 100% of

Multigreen) – 4 waste storage, treatment and sorting plants, handling 145 thousand tonnes per year (April 2020).

  • Signature of an agreement for the acquisition of 70% of Simam, a leader in the design, construction and operation
  • f liquid waste treatment plants and in the delivery of environmental and remediation projects, offering integrated high-

tech solutions (May 2020)

Executive summary

Continued improvement in results and development of the Group’s businesses

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Q1 2020 Results

Covid-19

Initial assessment of potential impact of “Covid-19 emergency” on Acea Group

The impact of the «Covid-19 emergency» on the operating results for the first quarter of 2020 is negligible thanks to the Acea Group’s resilience, reflecting the fact that we primarily operate regulated businesses (contributing approximately 85% of consolidated EBITDA). In the last few days of the first quarter, we saw a slowdown in cash generated by sales, the impact of which will be offset over the coming months. The Group also has significant cash reserves: approximately €800m at 31 March 2020, in addition to approximately €600m in new loans and committed credit facilities in the process of being finalised. This liquidity will enable us to meet our obligations and service debt through to 2024 and beyond. THE PREVIOUSLY ANNOUNCED GUIDANCE FOR 2020 IS CONFIRMED: (assuming a full return to normal business activity from 1 July 2020)

  • EBITDA +6%/+8% versus 2019 (€1,042m)
  • CAPEX broadly in line with 2019 (€793m)
  • NET DEBT €3.45-3.55bn

In terms of the potential outlook for the impact of the «Covid-19 emergency» on the Acea Group’s financial performance, we do not expect – based on the current situation – that there will be a significant effect on the results for the current year.

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Q1 2020 Results

Q1 2020 financial highlights

(€m) Q1 2020 (a) Q1 2019 (b) % change (a/b) Consolidated revenue 833.5 823.3 +1.2% EBITDA 276.4 247.9 +11.5% EBIT 136.8 132.8 +3.0% Group net profit 70.6 75.5

  • 6.5%

Capex

190.0 151.2 +25.7% (€m) 31 Mar 2020 (a) 31 Dec 2019 (b) 31 Mar 2019 (c) % change (a/b) % change (a/c) Net debt 3,184.4 3,062.8 2,675.7 +4.0% +19.0% (€m) Q1 2020 Q1 2019 Acquedotto del Fiora 15.1 1.4° Pescara Distribuzione Gas 0.5

  • Demap

1.2

  • Berg

0.6

  • Photovoltaic

2.3

  • Contribution to EBITDA of consolidation of

Acquedotto del Fiora and new acquisitions

° Contribution from consolidation of equity-accounted investments * The increase in the workforce is primarily due to changes in scope (Acquedotto del Fiora +399; Pescara Distribuzione Gas +13; Acea Perù +499; Consorcio Agua Azul +32; Demap +15; Berg +18 )

Q1 2020 Q1 2019 Change 7,706 6,608 +1,098*

Average Group workforce

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Q1 2020 Results

EBITDA Q1 2020 EBITDA (€m)

15% 85%

EBITDA from non- regulated businesses EBITDA from regulated businesses ^ Line-by-line consolidation of Acquedotto del Fiora * Line-by-line consolidation of Consorzio Agua Azul, following the increase in the interest to 44% ** Engineering & Services, Corporate 1% 2% 4% 6% 37% 53%

Corporate Engineering & Services Overseas Environment Commercial & Trading Energy Infrastructure Water

EBITDA

Q1 2019 Water Energy Infrastructure Commercial & Trading Environment Overseas Other** Q1 2020

247.9 23.7^ 5.9 0.7 (4.4) 276.4 (0.8) 3.4*

EBITDA

(€m)

145.3 101.4 17.1 12.5 7.2 (7.1)

  • 3%
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Q1 2020 Results

EBITDA and quantitative data

Q1 2020 financial highlights

(€m) Q1 2020 (a) Q1 2019 (b) % change (a/b) EBITDA 145.3 121.6 +19.5%

Acea ATO2 99.4 89.5 +11.1% Acea ATO5 5.4 6.6

  • 18.2%

Gori 17.0 17.9

  • 5.0%

Acquedotto del Fiora 15.1 1.4 n/s Equity-accounted water companies 6.9 5.5 +25.5% Other consolidated water companies 1.0 0.7 +42.9% Pescara Distribuzione Gas 0.5

  • n/s

Capex 104.0 73.1 +42.3%

Water

Including gas distribution

EBITDA main drivers

  • Application of Tariff Regime for third

regulatory period 2020-2023 (Arera Resolution 580/2019):  effect of investment in growth  recognition of new cost components  no award of bonus for commercial quality

  • Line-by-ine consolidation of Acquedotto del

Fiora (from October 2019): +€13.7m

  • Acquisition of Pescara Distribuzione Gas

(March 2019): +€0.5m EBITDA GROWTH KEY HIGHLIGHTS

  • Line-by-line consolidation of Acquedotto del

Fiora

  • Acquisition of Pescara Distribuzione Gas
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Q1 2020 Results

EBITDA and quantitative data

Q1 2020 financial highlights

Energy Infrastructure

KEY HIGHLIGHTS

  • Generation: -€3.9m:
  • Hydroelectric production -€3.0m (sharp reduction in market

prices, partly due to the “Covid-19 emergency”)

  • photovoltaic +€2.3m
  • Recognition in Q1 2019 of non-recurring components ~€3m
  • Distribution: +€9.2m

EBITDA GROWTH

  • Public lighting: +€0.6m (new lighting points)
  • Acquisition of new photovoltaic plants, increasing

total capacity to ~29MWp

EBITDA main drivers

(€m) Q1 2020 (a) Q1 2019 (b) % change (a/b) EBITDA 101.4 95.5 +6.2%

  • Distribution

91.0 81.8 +11.2%

  • Generation

11.0 14.9

  • 26.2%
  • Public lighting

(0.6) (1.2) n/s

Capex 66.2 63.7 +3.9%

2,454 2,308 Q1 2019 Q1 2020

Total elec tr ic ity distr ibuted ( G W h )

1,630 1,636 Q1 2019 Q1 2020

N umber of c ustomer s

( ‘0 0 0 s )

167 146 Q1 2019 Q1 2020

Total elec tr ic ity pr oduc ed ( G W h )

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Q1 2020 Results

EBITDA and quantitative data

Q1 2020 financial highlights

KEY HIGHLIGHTS

  • Increased customer base

Commercial & Trading

EBITDA main drivers

  • Reduction in margin on enhanced protection

market: revised mechanism for compensating for delinquent accounts (ARERA Resolution 100/2020)

  • Reduction in business customers’ consumption in

March due to “Covid-19 emergency” (€m) Q1 2020 (a) Q1 2019 (b) % change (a/b) EBITDA 17.1 16.4 +4.3% Capex 9.0 6.1 +47.5%

342 414 831 775

Q1 2019 Q1 2020

1,047 1,263 599 532

Q1 2019 Q1 2020

Total ener gy sold

( G W h )

1,646 1,173 Free market Enhanced protection market

  • Increased margin on free market: greater

number of mass market customers

177 195 Q1 2019 Q1 2020 64 68 Q1 2019 Q1 2020

EBITDA

1,795

N umber of elec tr ic ity c ustomer s ( ‘0 0 0 s )

1,189

Total gas sold (Mm 3) N umber of gas c ustomer s (‘000s)

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Q1 2020 Results

(€m) Q1 2020 (a) Q1 2019 (b) % change (a/b) EBITDA 12.5 16.9

  • 26.0%
  • f which: Demap

1.2

  • n/s

Berg 0.6 . n/s

Capex 3.9 3.1 +25.8%

EBITDA and quantitative data

Q1 2020 financial highlights

Environment

EBITDA main drivers

  • End of CIP6 incentives from 1 August 2019

(-€6.6m) KEY HIGHLIGHTS Q1 2020

  • Acquisition of 90% of Demap (plastic treatment)
  • Acquisition of 60% of Berg (liquid waste

treatment)

* Includes ash disposed of

85 87 Q1 2019 Q1 2020

E lec tr ic ity sold ( G W h )

304 384 Q1 2019 Q1 2020

T re atme nt and disposal* ( Kt onne s )

  • Acquisition of Demap (July 2019): +€1.2m
  • Acquisition of Berg (October 2019): +€0.6m

EBITDA EVENTS AFTER 31 MARCH 2020

  • Agreement for acquisition of 60% of

«Ferrocart» and «Cavallari» (waste storage, treatment and sorting)

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Q1 2020 Results

EBIT and net profit

EBIT (€m) NET PROFIT (€m) TAX RATE 29.6% 30.0% (€m)

Q1 2020 Q1 2019 % change

Depreciation 117.1 95.2 +23.0% Write-downs 19.9 18.6 +7.0% Provisions 2.6 1.4 +85.7% T

  • tal

139.6 115.2 +21.2%

Consolidation of Acquedotto del Fiora (€6.3m) Increased capex Consolidation of Acquedotto del Fiora (€0.5m)

132.8 136.8

Q1 2019 Q1 2020

75.5*

Q1 2019 Q1 2020

70.6**

* Net profit Q1 2019:  Recognition of non-recurring item (€1.5m) relating to Agua Azul Bogotà  Presence of CIP6 incentives (Environment segment), ended 1 August 2019 (€5m) ** Net profit Q1 2020: Impact of consolidation of Acquedotto del Fiora fully offset by at the level of net profit by effect of profit attributable to non-controlling interests

Consolidation of Acquedotto del Fiora (€0.6m)

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Q1 2020 Results

Capex

Capex growth continues across all areas of business, with focus on regulated activities

  • Repair and widening of

water and sewage pipes

  • Extraordinary maintenance
  • f water centres
  • Work on treatment plants
  • C onsolidation of A dF

(€6.7m)

  • Upgrade and expansion of grid
  • ’Resilience’’ plan with work
  • n secondary substations

and on the M V and LV network

  • Work on O rte, Sant’A ngelo

and Salisano hydroelectric plants and T or di V alle and M ontemartini thermoelectric plants

  • M onterotondo

M arittimo plant

  • Expansion of

O rvieto landfill

  • C ustomer

acquisition

  • IT systems
  • C loud licences for

new ‘‘C ustomer Relationship M anagement’’

* Engineering & Services, Corporate

  • A gua de San

P edro: minor investment

13% 87% Investment in non- regulated businesses Investment in regulated businesses

Capex (€m) 104.0 66.2 9.0 3.9 0.8 6.1

  • C orporate: IT

projects

151.2 30.9 2.5 2.9 0.8 (0.7) 2.4 190.0

Q1 2019 Water Energy Infrastructure Commercial & Trading Environment Overseas Other* Q1 2020

Capex: +25.7%

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Q1 2020 Results

Cash flow

Continued focus on reducing working capital

  • Net working capital requirements in Q1 2020

due to:  Seasonal effects (also present in Q1 2019)  Delay in collections by Acea Energiaand water companies due to «Covid-19 emergency» (~€40/50m)

Q1 2020 Q1 2019 EBITDA 276 248

Change in working capital

(146) (88)

Capex

(190) (151)

FREE CASH FLOW

(60) 9

Net finance income/(costs)

(22) (20)

Change in provisions

(23) (22)

Income tax paid

(4)

  • Dividends
  • Other

(7) (8)

M&A

(4) (12)

IFRS 16

(2) (55)

TOTAL CASH FLOW

(122) (108)

EBITDA Q1 2020 Change in working capital Capex Finance costs Change in provisions Total cash flow Other M&A IFRS 16

276

Income tax paid

(146) (190) (22) (23) (4) (7) (4) (2) (122)

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Q1 2020 Results

Ratings

BBB+ Stable Outlook

81% 19%

(€m) 31 Mar 2020 (a) 31 Dec 2019 (b) 31 Mar 2019 (c) Change (a-b) Change (a-c) Net debt 3,184.4 3,062.8 2,675.7 121.6 508.7

Medium/long-term 4,026.5 3,523.3 2,979.6 503.2 1,046.9 Short-term (842.1) (460.5) (303.9) (381.6) (538.2)

NET DEBT/ EBITDA LTM 31 MARCH 2020 NET DEBT/ EQUITY 31 MARCH 2020

3.0x 1.4x

Baa2 Stable Outlook

Net debt

2% 98%

Structure of debt

(maturity and interest rates at 31 March 2020)

> Fixed rate 81% > Average cost 1.93% > Average term 6.16 years

Floating rate Fixed rate Debt falling due after 2020 Debt falling due by 2020

29 January 2020 – Issue of bonds worth €500m under EMTN. Bonds have a 9-year term and pay a fixed rate of 0.50%

Affirmed on 12 May 2020 despite the recent downgrading

  • f Italy’s sovereign debt rating
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TITOLO CAPITOLO

TITOLO PRESENTAZIONE / Luogo e data

ACEA Group

2019 Results

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2019 Results

Performance and delivery

Growth, consistency, reliability, sustainability

CONSTANT GROWTH SINCE THE NEW BOARD OF DIRECTORS TOOK OFFICE (27 APRIL 2017)

(€) (Source: Bloomberg)

2019: SHARE PRICE AT ALL-TIME HIGH, AS ACEA OUTPERFORMS THE MARKET (FTSE ITALIA ALL SHARE +27.2%)

2019 FROM 27 APRIL 2017 TO 31 DECEMBER 2019

(€) (Source: Bloomberg)

BEST EVER RESULTS, BEATING ALL OUR TARGETS 840 933 1,042

2017 2018 2019 EBITDA (€m)

EFFICIENCY AND COMMUNITY ENGAGEMENT

532 631 793

2017 2018 2019 CAPEX (€m)

FOCUS ON INFRASTRUCTURE, INNOVATION AND SUSTAINABILITY

2.9x 2.8x 2.9x

2017 2018 2019 DEBT/EBITDA (x) SOLID FINANCIAL STRUCTURE

+53.5% +38.6%

  • 117
  • 35
  • 16

NET WORKING CAPITAL (€m) REDUCED WORKING CAPITAL DEMANDS 2017 2018 2019

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2019 Results

Delivery

Business Plan and acquisitions

NEW BUSINESS PLAN 2019-2022 APPROVED ON 2 APRIL 2019, BRINGING FORWARD TARGETS ANNOUNCED TO THE MARKET IN NOVEMBER 2017 BY MORE THAN TWELVE MONTHS

BUSINESS PLAN CONFIRMS GROWTH IN FUNDAMENTALS ASSOCIATED WITH CONCRETE SUSTAINABILITY GOALS (environmental impact, circular economy, reduced water loss, customer care…..). ACEA WAS CREATED TO BE SUSTAINABLE.

Targets in existing Plan:

  • EBITDA in 2022: €1,270m (+36% versus 2018)
  • RAB in 2022: €4.8bn (+28% versus 2018)
  • Capex: €4bn (in the period 2018-2022)
  • Dividends: €800m over life of the Plan

AN EVOLVING BUSINESS MIX: ACQUISITIONS IN THE GAS, ENVIRONMENT AND PHOTOVOLTAIC SECTORS AND CONSOLIDATION OF ACQUEDOTTO DEL FIORA

MARCH 2019

ACQUISITION OF 51% INTEREST IN PESCARA DISTRIBUZIONE GAS COMPLETED

JULY 2019

ACQUISITION OF 90% OF DEMAP, OWNER OF A PLASTIC TREATMENT PLANT AGREEMENTS REACHED FOR ACQUISITION OF PHOTOVOLTAIC PLANTS WITH TOTAL CAPACITY OF APPROXIMATELY 25 MWp

OCTOBER 2019

ACQUISITION OF 60% INTEREST IN BERG, A PROVIDER OF LIQUID WASTE TREATMENT SERVICES AMENDMENT OF ACQUEDOTTO DEL FIORA’S ARTICLES OF ASSOCIATION AND SHAREHOLDER AGREEMENTS TO ENABLE THE COMPANY’S CONSOLIDATION BY THE ACEA GROUP

ACEA’S CEO WINS TOP UTILITY 2020 AWARD FOR SUSTAINABILITY.

PLAN 2019-2022 Old PLAN 2018-2022

840 933 1,042

2017 2018 2019 EBITDA (€m) 916 972

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2019 Results

2019 financial highlights

(€m) 2019 (a) 2018 (b) % change (a/b) Consolidated revenue 3,186.1 3,028.5 +5.2% EBITDA 1,042.3 933.2 +11.7% EBIT 518.1 478.6 +8.3% Group net profit 283.7 271.0 +4.7% Dividend per share (€) 0.78 0.71 +9.9%

Capex

792.8 630.8 +25.7% (€m) 31 Dec 2019 (a) 30 Sept 2019 (b) 31 Dec 2018 (c) % change (a/b) % change (a/c) Net debt 3,062.8 2,960.3 2,568.0 +3.5% +19.3% EBITDA +12%: well ahead of guidance Net debt: below lower end of guidance (€2.85-2.95bn). €2.83bn excluding impact of IFRS 16, M&A and consolidation of Acquedotto del Fiora

 EBITDA +6%/+8% versus 2019 (€1,042m) in line with the CAGR in Business Plan 2019-2022  CAPEX broadly in line with 2019 and the Business Plan 2019-2022  NET DEBT €3.45-3.55bn

GUIDANCE 2020: FURTHER GROWTH EXPECTED

  • Initial guidance : +5%/+6%
  • Guidance provided in H1 2019: ≥ +7%
  • Guidance provided in 9M 2019: ≥ +10%
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2019 Results

EBITDA 2019 EBITDA (€m)

19% 81%

EBITDA from non- regulated businesses EBITDA from regulated businesses * Engineering & Services, Corporate ° Includes contribution from consolidation of equity-accounted investments, totalling €3m °° Contribution from consolidation of equity-accounted investments

2018 Water Energy Infrastructure Commercial & Trading Environment Overseas Other* 2019

EBITDA (€m) 505.0 392.0 69.1 52.0 16.9 7.3

933.2 72.0 31.3 (7.0) (13.6) 1,042.3 24.3 2019 2018 Gori 68.6 14.7° Acquedotto del Fiora 18.1 4.6°° Pescara Distribuzione Gas 1.7

  • Fotovoltaico

3.6

  • Demap

1.8

  • Berg

0.5

  • Contribution to EBITDA from

consolidation of Gori, Acquedotto del Fiora and new acquisitions (€m)

1% 2% 5% 7% 37% 48%

Engineering & Services Overseas Environment Commercial & Trading Energy Infrastructure Water

EBITDA

2.1

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2019 Results

EBITDA and quantitative data

2019 financial highlights

(€m) 2019 (a) 2018 (b) % change (a/b) EBITDA 505.0 433.0 +16.6%

Acea ATO2 356.1 357.4

  • 0.4%

Acea ATO5 24.4 20.8 +17.3% Gori 68.6 11.7 n/s Acquedotto del Fiora 18.1

  • n/s

Equity-accounted water companies 36.2 39.9

  • 9.3%

Other consolidated water companies (0.1) 3.2 n/s Pescara Distribuzione Gas 1.7

  • n/s

Capex 380.1 329.7 +15.3%

Water

Including gas distribution business

EBITDA main drivers

  • Line-by-line consolidation of Acquedotto del Fiora

(from October 2019): +€13.5m EBITDA GROWTH KEY HIGHLIGHTS

  • October 2019: line-by-line consolidation of

Acquedotto del Fiora

  • March 2019: acquisition of Pescara Distribuzione

Gas

  • Line-by-line consolidation of Gori

(from November 2018): +€53.9m

  • ATO2: commercial quality bonus +€2.2m

440 538 2018 2019

Volumes of w ater distr ibuted ( M m 3)

  • Equity-accounted companies: -€3.7m
  • Acquisition of Pescara Distribuzione Gas

(March 2019): +€1.7m

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2019 Results

EBITDA and quantitative data

2019 financial highlights

Energy Infrastructure

KEY HIGHLIGHTS

  • Generation: -€4.4m:
  • photovoltaic contribution +€3.6m
  • recognition in 2018 of an extraordinary

component of €5m

  • reduction in volume produced and less price
  • Distribution: +€28.3m

EBITDA GROWTH

  • Public Lighting: +€7.3m (new lighting points

and cuts to external costs)

  • Acquisition of new photovoltaic plants

with total capacity of 28MWp

EBITDA main drivers

(€m) 2019 (a) 2018 (b) % change (a/b) EBITDA 392.0 360.7 +8.7%

  • Distribution

345.4 317.1 +8.9%

  • Generation

44.6 49.0

  • 9.0%
  • of which: Photovoltaic

3.6

  • n/s
  • Public Lighting

1.9 (5.4) n/s

Capex 287.8 238.3 +20.8%

9,792 9,849 2018 2019

Total elec tr ic ity distr ibuted ( G W h )

1,629 1,641 2018 2019

N umber of custome rs

( ‘0 0 0 s )

550 530 2018 2019

Total elec tr ic ity pr oduc ed ( G W h )

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2019 Results

EBITDA and quantitative data

2019 financial highlights

KEY HIGHLIGHTS

  • Improvement in sales channels with resulting

increase in number of free market customers for electricity (+20.5%) and gas (+11.0%)

  • Improvement in collections

Commercial & Trading

EBITDA main drivers

  • Reduced margins essentially due to revised

mechanism for compensating for delinquent accounts and to cut in enhanced protection market tariff (RCV component) (€m) 2019 (a) 2018 (b) % change (a/b) EBITDA 69.1 76.1

  • 9.2%

Capex 42.5 24.6 +72.8%

331 399 846 786

2018 2019

N umber of elec tr ic ity c ustomer s

( ‘0 0 0 s )

6,055

4,235 2,370 2,219

2018 2019

Total ener gy sold

( G W h )

3,685

6,454 1,177 1,185 Enhance…

  • Increased sales of electricity and gas to

free market customers

173 192 2018 2019

N umber of gas c ustomer s (‘ 0 0 0 s )

128 140 2018 2019

T otal gas sold ( M m 3)

EBITDA

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2019 Results

(€m) 2019 (a) 2018 (b) % change (a/b) EBITDA 52.0 65.6

  • 20.7%

Demap 1.8

  • n/s

Berg 0.5

  • n/s

Capex 51.9 20.0 +159.5%

EBITDA and quantitative data

2019 financial highlights

Environment

EBITDA main drivers

  • End of CIP6 incentives from 1 August 2019

(-€16.7m) KEY HIGHLIGHTS

  • July 2019: acquisition of Demap (plastics

treatment)

  • October 2019: acquisition of Berg (liquid

waste treatment)

  • October 2019: Monterotondo Marittimo

composting plant opened

* Includes ash disposed of

355 327 2018 2019

E lec tr ic ity sold ( G W h )

1,120 1,219 2018 2019

T re atme nt and disposal* ( Kt onne s )

  • Acquisitions of Demap and Berg (+€2.3m)

EBITDA

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2019 Results

EBIT and net profit

EBIT (€m) 478.6 518.1

2018 2019

271.0 258.5

2018 2019

NET PROFIT (€m) TAX RATE 30.4% 28.6% DIVIDEND HISTORY

* Based on the average price for the year ** Based on consolidated net profit after non-controlling interests ^ The Board of Directors will propose the dividend for 2019 at the Annual General Meeting called for 28 and 29 April 2020, in first and second call, respectively

(€m)

2019 2018 % change

Depreciation 409.6 366.8 +11.7% Write-downs 66.8 75.1

  • 11.1%

Provisions 47.8 12.8 n/s T

  • tal

524.2 454.7 +15.3% 283.7 234.1

Adjusted net profit

+10% adjusted increase

2017 2018 2019

DPS (€) 0.63 0.71 0.78^ Total dividend (€m) 134.2 151.2 166.1 Dividend yield* 4.7% 5.3% 4.7% Payout** 74% 56% 59%

Release in 2018 of provisions for risks by Gori (€44m) Consolidation of Gori and Acquedotto del Fiora Increased capex Impact of IFRS 16 Non-recurringcomponents (€m):

  • Release of provisions by Gori -44.2
  • TWS gain -8.9
  • Antitrust fine +16.2

Non-recurring components (€m):

  • Overvaluation of cancellation of

Antitrust fine -16.2

  • Release of provisions by Gala
  • approx. -9
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2019 Results

630.8 50.4 49.5 17.9 31.9 0.4 11.9 792.8

2018 Water Energy Infrastructure Commercial & Trading Environment Overseas Other* 2019

Capex (€m) +25.7%

Capex

Strong capex growth across all areas of business, with focus on regulated activities

  • Repair and widening of

water and sewage pipes

  • Extraordinary maintenance
  • f water centres
  • Work on treatment plants
  • C onsolidation of Gori

(€44m)

  • C onsolidation of A dF

(€11m)

  • Upgrade and expansion of

grid

  • ’’Resilience’’ plan with

work on secondary substations and on the M V and LV network

  • Revamp of M andela

hydroelectric plant and

  • f T or di V alle and

M ontemartini thermoelectric plants

  • Revamp of

M onterotondo M arittimo plant (opened in O ctober 2019)

  • Expansion of

O rvieto landfill

  • IT systems
  • C ustomer

acquisition

  • C loud licences for

new ‘‘C ustomer Relationship M anagement’’

* Engineering & Services, Corporate

  • A gua de San

P edro: widening and maintenance

  • f water and

sewage pipes (Honduras)

19% 81% Investment in non- regulated businesses Investment in regulated businesses

Capex 380.1 287.8 42.5 51.9 7.0 23.5

  • C orporate: IT

projects

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2019 Results

Cash flow

Continued improvement in working capital

 Excellent performance of collections with regard to Acea Energia  Working capital demands due to regulatory impact: €41m  Excluding regulatory impact, working capital generated a cash inflow

2019 2018

EBITDA 1,042 933 Change in working capital

(16)

(35) Capex

(793)

(631) FREE CASH FLOW

233

267 Net finance income/(costs)

(90)

(83) Change in provisions

(107)

(108) Income tax paid

(134)

(81) Dividends

(151)

(134) Other

(12)

(35) M&A and consolidations

(171)

29 IFRS 16

(64)

  • TOTAL CASH FLOW

(495)

(146) EBITDA 2019 Change in WC Capex Finance costs Change in provisions Total cash flow Other M&A IFRS 16

1,042

Dividends Income tax paid

(16) (793) (90) (107) (134) (151) (12) (171) (64) 495

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2019 Results

Ratings

BBB+ Stable Outlook

81% 19%

(€m) 31 Dec 2019 (a) 30 Sept 2019 (b) 31 Dec 2018 (c) Change (a-b) Change (a-c) Net debt 3,062.8 2,960.3 2,568.0 102.5 494.8

Medium/long-term 3,523.3 3,467.5 3,341.4 55.8 181.9 Short-term (460.5) (507.2) (773.4) 46.7 312.9

NET DEBT/ EBITDA 31 DECEMBER 2019 NET DEBT/ EBITDA 31 DECEMBER 2018

2.9x 2.8x

Baa2 Stable Outlook

Net debt

Below lower end of guidance

12% 88%

Structure of debt

(maturity and interest rates at 31 Dec 2019)

> Fixed rate 81% > Average cost 2.15% > Average term 5.3 years

Floating rate Fixed rate Debt falling due after 2020 Debt falling due by 2020

2,568.0

2,826

90 83 64

2018 2019

IFRS 16 M&A Consolidation of AdF

3,062.8

16 May 2019 - Issue of bonds worth €500m under EMTN. Bonds have a 9 year term and pay a fixed rate of 1.75% July 2019 - Ceiling for EMTN programme raised to €4bn 29 January 2020 – Issue of bonds worth €500m under EMTN. Bonds have a 9-year term and pay a fixed rate of 0.50%

Net debt

Adjusted net debt below lower end of guidance

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TITOLO CAPITOLO

TITOLO PRESENTAZIONE / Luogo e data

ACEA Group

9M 2019 Results

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ACEA Group

Executive Summary

THE POSITIVE RESULTS DELIVERED IN 9M 2019 CONFIRM THE GROWTH TREND THAT STARTED IN THE LAST TWO YEARS, SUPPORTED BY OUR MAJOR INVESTMENT PROGRAMME AND DRIVEN BY OUR COMMITMENT TO TECHNOLOGICAL INNOVATION AND SUSTAINABILITY

  • EBITDA €769m +12% versus 9M 2018
  • EBIT €403m +6% versus 9M 2018
  • Capex €529m +28% versus 9M 2018

FOLLOWING RESULTS ACHIEVED, EXPECTATION-BEATING RESULTS, EBITDA GUIDANCE FOR 2019 RAISED

  • EBITDA guidance raised from ≥+7% to ≥+10% versus 2018 (€933m)
  • Capex guidance maintained with increase of over 10% versus €631m of 2018
  • Net debt guidance confirmed at €2.85-2.95bn (before impact of IFRS16, M&A transactions and Acquedotto

del Fiora consolidation)

RESULTS 9M 2019 GUIDANCE 2019

9M 2019 Results

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ACEA Group

Executive Summary

ACQUISITION OF 90% OF DEMAP, OWNER OF A PLASTIC TREATMENT PLANT, IN JULY

  • EnterpriseValue of 100% of Demap: €20m
  • Demap’s EBITDA : €3.5m
  • Plant authorised to treat 75k tonnes a year (under contract with Corepla Consortium)

IN JULY, PROCEDURE COMPLETED FOR RENEWAL OF CONCESSION FOR THE PESCHIERA-LE CAPORE WATER MAIN, DUE TO EXPIRE IN SEPTEMBER 2031 IN JULY, GROUP AGREES TO ACQUIRE PHOTOVOLTAIC PLANTS WITH TOTAL CAPACITY OF APPROXIMATELY 25 MWp

  • Total Enterprise Value:~€75m
  • Total EBITDA: ~€11m
  • Feed-in tariffs provided by Conto Energia initiative

ACQUISITION OF A 51% STAKE IN ‘‘PESCARA DISTRIBUZIONE GAS’’ COMPLETED IN MARCH

  • EBITDA in 2022: €1,270m (+36% versus 2018)
  • RAB in 2022: €4.8bn (+28% versus 2018)
  • Capex: €4bn (in the period 2018-2022)
  • Dividend of at least €0.75 per share (€800m throughout the Plan)

TRANSACTIONS COMPLETED HAVE LED TO DEVELOPMENT OF REGULATED BUSINESSES AND EXPANSION IN OTHER MARKET SEGMENTS ALREADYIDENTIFIED AS STRATEGIC

ISSUE OF BONDS WORTH €500M UNDER EMTN PROGRAMME SUCCESSFULLY COMPLETED IN MAY. BONDS HAVE A TERM TO MATURITY OF 9 YEARS AND PAY A FIXED RATE OF 1.75% BUSINESS PLAN 2019-2022 APPROVED ON 2 APRIL, TARGETING: IN MAY, FITCH RATINGS CONFIRMED ITS «BBB+» RATING OF ACEA WITH A STABLE OUTLOOK

KEY EVENTS 9M 2019

IN AUGUST, MOODY’S CONFIRMED ITS «Baa2» RATING OF ACEA WITH A STABLE OUTLOOK

9M 2019 Results

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Executive Summary

ONE OF LARGEST COMPOSTING PLANTS IN CENTRAL ITALY OPENED IN MONTEROTONDO MARITTIMO (GROSSETO)

  • Authorised capacity: 70k tonnes per year
  • Annual electricity production: ~6 GWh
  • Investment: ~€22m
  • Expected contribution to annual EBITDA: ~€2.5m

GOOGLE CLOUD CHOSEN AS TECHNOLOGY PARTNER TO ACCELERATE IMPLEMENTATION OF DIGITAL INNOVATION TWO POWER PURCHASE AGREEMENTS (PPAS) ENTERED INTO WITH ERG FOR THE SUPPLY OF A TOTAL OF 1.5 TWh OF RENEWABLE ENERGY IN THE PERIOD 2020-2022.

  • Total Enterprise Value:€10m
  • Total EBITDA: €1.6m
  • Authorised capacity: 143k tonnes per year

ACQUEDOTTO DEL FIORA’S ARTICLES OF ASSOCIATION AND SHAREHOLDER AGREEMENTS AMENDED TO ENABLE THE COMPANY’S CONSOLIDATION BY THE ACEA GROUP

KEY EVENTS OCTOBER 2019

ACQUISITION OF 60% INTEREST IN BERG, A PROVIDER OF LIQUID WASTE TREATMENT SERVICES

9M 2019 Results

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9M 2019 financial highlights

(€m) 30 Sept 2019 (a) 31 Dec 2018 (b) 30 Sept 2018 (c) % change (a/b) % change (a/c) Net debt 2,960.3° 2,568.0 2,631.1 +15.3% +12.5% Invested capital 4,936.1 4,471.5 4,387.7 +10.4% +12.5% Capex 529.0 413.2 +28.0% (€m) 9M 2019 (a) 9M 2018 (b) % change (a/b) Consolidated revenue 2,346.2 2,173.9 +7.9% EBITDA 769.4* 685.2 +12.3% EBIT 402.5 381.0 +5.6% Group net profit** 218.9 214.8 +1.9%

Capex guidance confirmed for 2019: up by

  • ver 10% versus 2018 (€631m)

Net debt guidance confirmed for 2019: €2.85-2.95bn (before impact

  • f IFRS16, M&A transactions and

Acquedotto del Fiora consolidation)

* Effect of consolidation of Gori: €51.3m ** Recognition, in 9M 2018, of income from acquisition of investment in the TWS group (€8.9m) and, in 9M 2019, of a contingent asset (€16.2m) following cancellation of Antitrust fine °Impact of application of IFRS16 from 1 January 2019 (up +€59.7m), impact of M&A (€71m)

EBITDA GUIDANCE RAISED FOR 2019

Initial guidance: +5%/+6% Guidance provided in H1 2019: ≥ +7%

Updated guidance: ≥ +10% EBITDA 2018

€933m

9M 2019 Results

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EBITDA

EBITDA 9M 2019 EBITDA (€m)

9M 2019 9M 2018 Change

6,615 5,545 1,070*

Average Group workforce

19% 81% EBITDA from non-regulated businesses EBITDA from regulated businesses 48% 38% 6% 5% 2% 1% Water Energy Infrastructure Commercial & Trading Environment Overseas Engineering & Services

* Increase in workforce primarily reflects changes in scope of consolidation (Gori +854; Consorcio Servicio Sur +188; Pescara Distribuzione Gas +13) ** Effect of consolidation of Gori: €49.7m (in 9M 2019 Gori’s EBITDA is €51.3m, in 9M 2018 Gori contributed €1.6m to EBITDA) *** Overseas, Engineering & Services, Corporate

9M 2018 Water Energy Infrastructure Commercial & Trading Environment Other*** 9M 2019

EBITDA (€m) 370.7 290.6 47.2 40.6 20.3

685.2 77.5** 14.3 (15.4) (7.5) 769.4 15.3

Gori 51.3

Pescara Distribuzione Gas 1.2 Photovoltaic 2.3 Demap 1.0

Contribution to EBITDA for 9M 2019 of consolidation of Gori and new acquisitions (€m)

9M 2019 Results

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EBITDA and quantitative data

9M 2019 financial highlights

Water

EBITDA main drivers

(€m) 9M 2019 (a) 9M 2018 (b) % change (a/b)

EBITDA

370.7 293.2 +26.4%

Of which: ACEA ATO2

270.5 250.2 +8.1%

Acea ATO5

19.2 16.5 +16.4%

Gori

51.3

  • n.s.

Companies consolidated using equity method

26.2 23.5 +11.5%

Other consolidated companies

3.5 3.0 +16.7%

Capex 253.5 224.6 +12.9% Companies consolidated using equity method: +€2.7m Quantitative data 9M 2019 9M 2018 T

  • tal volume of water

distributed (Mm3) 394 313 9M 2019 (a) 9M 2018 (b) Change (a-b) Average workforce 2,684 1,801 +883* Line-by-line consolidation of Gori: +€49.7m

* The increase primarily reflects the consolidation of Gori (+854) and Pescara Distribuzione Gas (+13)

KEY HIGHLIGHTS OCTOBER 2019: Acquedotto del Fiora’s Articles of Association and Shareholder Agreements amended to enable the company’s line-by-line consolidation Contribution of Pescara Distribuzione Gas: +€1.2m

9M 2019 Results

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Quantitative data 9M 2019 9M 2018 T

  • tal electricity distributed (GWh)

7,490 7,449 Number of customers (‘000s) 1,631 1,628 T

  • tal electricity produced (GWh)

401 409

Energy Infrastructure

EBITDA main drivers

(€m) 9M 2019 (a) 9M 2018 (b) % change (a/b) EBITDA 290.6 276.3 +5.2%

  • Distribution

255.5 238.5 +7.1%

  • Generation

35.5 40.2

  • 11.7%
  • Public Lighting

(0.4) (2.4) n/s

Capex 196.5 156.2 +25.8% Generation: -€4.7m due to lower price of energy sold (photovoltaic contribution +€2.3m) Public Lighting: +€2.0m 9M 2019 (a) 9M 2018 (b) Change (a-b) Average workforce 1,355 1,387

  • 32

EBITDA and quantitative data

9M 2019 financial highlights

Distribution: +€17.0m KEY HIGHLIGHTS Over 400 km of MV/LV network renewed and expanded

9M 2019 Results

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EBITDA main drivers

Quantitative data 9M 2019 9M 2018 T

  • tal energy sold (GWh)

4,817 4,563

Free market 3,125 2,782 Enhanced Protection market 1,692 1,781

  • No. of electricity customers (‘000s)

1,155 1,175

Free market 357 330 Enhanced Protection market 798 845

T

  • tal gas sold (Mm3)

98 88

  • No. of gas customers (‘000s)

183 172 (€m) 9M 2019 (a) 9M 2018 (b) % change (a/b) EBITDA 47.2 62.6

  • 24.6%

Capex 31.8 9.5 n/s 9M 2019 (a) 9M 2018 (b) Change (a-b) Average workforce 470 465 +5

EBITDA and quantitative data

9M 2019 financial highlights

Commercial & Trading

KEY HIGHLIGHTS OCTOBER 2019: two PPAs entered into with ERG for supply of 1.5 TWh of renewable energy in the period 2020-2022 Reduced margins, essentially due to cut in late payment component in Central Italy in RCV tariff Increased sales of electricity and gas to free market customers

9M 2019 Results

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Quantitative data 9M 2019 9M 2018 Treatment and disposal* (Ktonnes) 877 812 Electricity sold (GWh) 244 264

Environment

EBITDA main drivers

(€m) 9M 2019 (a) 9M 2018 (b) % change (a/b) EBITDA 40.6 48.1

  • 15.6%

Capex 29.4 13.1 +124.4%

* Includes ash disposed of ** Consolidation: Bioecologia (+9); Demap (+14)

Consolidation of Demap (+1.0 €m)

EBITDA and quantitative data

9M 2019 financial highlights

9M 2019 (a) 9M 2018 (b) Change (a-b) Average workforce 380 360 +20** KEY HIGHLIGHTS OCTOBER 2019: opening of Monterotondo Marittimo (Grosseto) plant, one of the biggest composting plants in Central Italy (authorised capacity 70k tonnes per year) CIP6 feed-in tariffs expired on August 1st , 2019 (-7.4 €m) Acquisition of 60% interest in Berg, a provider of liquid waste treatment services (authorised capacity 143k tonnes per year)

9M 2019 Results

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EBITDA and quantitative data

9M 2019 financial highlights Overseas

(€m) 9M 2019 9M 2018 EBITDA

  • 3.5
  • 17.0

Capex 11.3 5.2

Holding company

(€m) 9M 2019 9M 2018 EBITDA 12.9 11.1 Capex 5.3 4.0 9M 2019 (a) 9M 2018 (b) Change (a-b) Average workforce 782 608 +174* 9M 2019 (a) 9M 2018 (b) Change (a-b) Average workforce 667 662 +5

Engineering & Services

(€m) 9M 2019 9M 2018 EBITDA 11.0 10.9 Capex 1.2 0.8 9M 2019 (a) 9M 2018 (b) Change (a-b) Average workforce 277 262 +15 Positive contribution from Aguas de San Pedro Margin in line with previous year

* Consolidation of Consorcio Servicio Sur (+188)

Recognition of contingent asset of €16.2m following Regional Administrative Court’s decision to cancel Antitrust fine OCTOBER 2019: Google Cloud chosen to be technology partner for digital innovation

9M 2019 Results

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9M 2018 9M 2019

EBIT and net profit

(€m)

9M 2019 9M 2018 % change

Depreciation 306.7 251.8 +21.8% Write-downs 51.8 44.9 +15.4% Provisions 8.4 7.5 +12.0% T

  • tal

366.9 304.2 +20.6% EBIT (€m) NET PROFIT (€m)

9M 2018 9M 2019

402.5 218.9 214.8 381.0

TAX RATE 30.4% 30.0%

Increase in depreciation linked to:

  • increased capex across all areas of

business and the IT platform

  • consolidation of Gori
  • impact of IFRS16

9M 2019 Results

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ACEA Group

9M 2018 Water Energy Infrastructure Commercial & Trading Environment Other* 9M 2019

413

Capex

CAPEX (€m)

  • Repair and widening of

water and sewage pipes

  • Extraordinary

maintenance of water centres

  • Work on treatment

plants

  • C onsolidation of Gori

(€33m)

  • U pgrade and expansion of grid
  • ’Resilience’’ plan with work on

secondary substations and on the M V and LV network

  • Revamp of M andela

hydroelectric plant and of T or di V alle and M ontemartini thermoelectric plants

  • M onterotondo M arittimo

plant (opened in O ctober 2019)

  • Expansion of A prilia

composting plant

  • IT systems
  • C ustomer acquisition
  • C loud licences for new

‘‘C ustomer Relationship M anagement’’

Capex 254 196 32 29 18

Strong capex growth, above all in regulated businesses

* Overseas, Engineering & Services, Corporate

29 40 22 16 9 529

17% 83% Investment in non- regulated businesses Investment in regulated businesses

  • C orporate: IT projects

9M 2019 Results

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EBITDA 9M 2019 Change in working capital* Capex Finance costs Change in provisions Total Cash Flow Other

* Before adjustments for credit losses ** Acquisition of Pescara Distribuzione Gas, Demap and photovoltaic plants

Cash flow

( (€m)

9M 2019 9M 2018

EBITDA 769

685

Change in working capital

(118) (177)

CAPEX

(529) (413)

FREE CASH FLOW

122 95

Net finance income/(costs)

(66) (66)

Change in provisions

(81) (59)

Income tax paid

(58) (19)

Dividends

(151) (134)

Other

(29) (26)

M&A**

(71)

  • IFRS16

(60)

  • TOTAL CASH FLOW

(394) (209)

TOTAL CASH FLOW excluding impact of IFRS16 and M&A

(263) (209)

M&A** IFRS 16

769 (118)

Dividends

  • Excellent performance of credit

collection, above all at Acea Energia

  • Major impact on net debt of M&A

transactions (€71m) and IFRS 16 (€60m)

  • LTM Working Capital generated cash
  • f €24m

(81) (71) (60) (151) (29) (66) (529) (394)

Income tax paid

(58)

9M 2019 Results

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ACEA Group

80% 20%

Net debt

NET DEBT/ EQUITY NET DEBT/ EBITDA LTM

1.5x 2.9x

Ratings

BBB+ Stable Outlook Baa2 Stable Outlook

13% 87%

Debt structure

(maturity and interest rates at 30 Sept 2019)

>Fixed rate 80% >Average cost 2.16% >Average term 5.6 years

Floating rate Fixed rate

(€m) 30 Sept 2019 (a) 31 Dec 2018 (b) 30 Sept 2018 (c) Change (a-b) Change (a-c) Net debt 2,960.3* 2,568.0 2,631.1 392.3 329.2 Medium/long-term 3,467.5 3,341.4 3,359.9 126.1 107.6 Short-term (507.2) (773.4) (728.8) 266.2 221.6

Debt falling due after 2020 Debt falling due by 2020

30 Sept 2019

* Impact of application of IFRS 16 from 1 January 2019 (+€59.7m), impact of M&A (€71m)

16 May 2019 - Issue of bonds worth €500m under EMTN programme successfully completed. Bonds have a term to maturity of 9 years and pay a fixed rate of 1.75% July 2019 - Ceiling for EMTN programme raised to €4bn

9M 2019 Results

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ACEA Group

117

Disclaimer

THIS PRESENTATION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT REFLECT THE COMPANY’S MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL AND OPERATIONAL PERFORMANCE OF THE COMPANY AND ITS SUBSIDIARIES. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON ACEA S.P.A.’S CURRENT EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS. BECAUSE THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES, ACTUAL FUTURE RESULTS OR PERFORMANCE MAY MATERIALLY DIFFER FROM THOSE EXPRESSED THEREIN OR IMPLIED THEREBY DUE TO ANY NUMBER OF DIFFERENT FACTORS, MANY OF WHICH ARE BEYOND THE ABILITY OF ACEA S.P.A. TO CONTROL OR ESTIMATE PRECISELY, INCLUDING CHANGES IN THE REGULATORY FRAMEWORK, FUTURE MARKET DEVELOPMENTS, FLUCTUATIONS IN THE PRICE AND AVAILABILITY OF FUEL AND OTHER RISKS. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN, WHICH ARE MADE ONLY AS OF THE DATE OF THIS PRESENTATION. ACEA S.P.A. DOES NOT UNDERTAKE ANY OBLIGATION TO PUBLICLY RELEASE ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS PRESENTATION. THIS PRESENTATION DOES NOT CONSTITUTE A RECOMMENDATION REGARDING THE SECURITIES OF THE COMPANY. THIS PRESENTATION DOES NOT CONTAIN AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES ISSUED BY ACEA S.P.A. OR ANY OF ITS SUBSIDIARIES. *** PURSUANT TO ART. 154-BIS, PAR. 2, OF THE LEGISLATIVE DECREE N. 58 OF FEBRUARY 24, 1998, THE EXECUTIVE IN CHARGE OF PREPARING THE CORPORATE ACCOUNTING DOCUMENTS AT ACEA, FABIO PARIS – CFO OF THE COMPANY

  • DECLARES THAT THE ACCOUNTING INFORMATION CONTAINED HEREIN CORRESPOND TO DOCUMENT RESULTS,

BOOKS AND ACCOUNTING RECORDS.