overview of f2i and second fund f2i

F2i presentation March 2013 1

F2i – Fondo Italiano per le Infrastrutture

Overview of F2i and Second Fund F2i

March 2013


Table of Contents

‒ Overview of F2i Page 3

‒ The Second F2i Fund Page 18

‒ F2i I Investments – Selected case studies 7

‒ F2i II Investments – Current portfolio Page 40


Overview of F2i


F2i Background

‒ In the early to mid-’90s, Italy launched a large privatisation programme, involving some of the most important manufacturing and infrastructure companies in the Country (food, oil & gas, telecoms, energy, airports and toll roads)

‒ However, the outcome of the privatisation programme was mixed:

‒ Privatisations through public share offerings have created large, efficient companies that are today among the most active players in the domestic and international markets (ENI, ENEL, Terna and Snam Rete Gas)

‒ Privatisations through the sale to “strategic investors” ended up with a shareholder structure skewed towards private families that failed to fully understand the “public” nature of infrastructures, reduced investments and eventually curtailed the growth of these companies (Telecom Italia, Autostrade, Aeroporti di Roma)

‒ F2i was conceived by the sharing by the main Institutions in the Country and its management team of the conviction that a long-term, institutional, professionally managed infrastructure fund could provide the ideal instrument to endow Italian infrastructure companies of a stable shareholding structure, that could pursue a coherent strategy:

‒ Long term orientation

‒ Focus on creation of large “national champions” that can re-invest cash flow for the development of infrastructure

‒ Target maximum efficiency, quality of services, investments, long-term, growth and financial performance


F2i position in the Italian infrastructure market

‒ F2i was therefore created in 2007 by the main Italian public and private financial institutions to be the main investor in Italian infrastructure

‒ Its Sponsors include: State-owned bank Cassa Depositi e Prestiti; the two largest Italian Banks (Banca Intesa San Paolo and Unicredit); some of the largest Banking Foundations; two Italian Pension Funds

‒ With a fund raising equal to €1,85 billion, F2i I is the largest Italian private equity fund as well as one of the largest country focused infrastructure funds

‒ The success of F2i’s proposition is supported by achievements on both sides: fund raising and investments

‒ In raising capital, F2i was able to attract considerable private and public amount of money notwithstanding the severe international financial crisis (anti-cyclical and defensive concept)

‒ F2i is demonstrating to be seen as the flagship Italian Investor in strategic infrastructure assets of the Country

‒ F2i is now launching its Second Fund: on October 2nd, 2012, F2i achieved the first closing for €575MM (total Fund target size €1,2 billion).


F2i position in the Italian infrastructure market‒ In less than four years, F2i I has invested in 13 companies. After two disposals and the combination of

three companies in the gas distribution sector, F2i currently has 9 investments (total investment around €1,85 billion, equal to the totality of the fund), in companies operating in six key infrastructure sectors: gas distribution, transportation (airports and motorways), water, renewable energies (windpower and photovoltaic) and TLC

‒ F2i has undertaken a consolidation / aggregation strategy in these sectors, aimed at creating first class national operators of infrastructure

‒ F2i adopts a balanced leverage strategy, in order to optimize the return on investment and to modulate the draw-downs from investors

‒ Current total draw-downs from investors amount to € 1.45 milion, representing 78% of the total amount of the fund

‒ F2i has actively managed and rationalized its portfolio through the disposal (at a profit vs. cost) of those participations that could not be considered “core” any longer (e.g. logistics centre Interporto Rivalta Scrivia and gas storage greenfield Enel Stoccaggi)

‒ Focus on investments with high cash generation and high dividend distribution potential. The first dividend got paid to the investors 2 years in advance compared to the business plan of the fund

o Dividends distributed to investors for over € 82 milion during 2010 and 2011 (“cash on cash” yield of 4,8% and 4,1%)

o F2i was able not to call the management fees from investors since the second semester of 2010

‒ In October 2012, F2i has launched its Second F2i Fund, with commitments from its Sponsors of €575MM. The Fund has already started its investment activities, for up over €300MM:

o Acquired 60% of TRM, a leading WTE plant in Turin (north west of Italy)

o Ongoing negotiations for investment in waste treatment business of utility Iren

o Acquired 8.6% of SEA (Milan airport) (F2i overall controls 44.3% of the Company)


Strong Capital Commitment and Endorsement

‒ The two leading Italian banking groups, with more than 10,000 branches in Italy and total assets over €1,500bn

‒ The Italian Government through CDP (70% owned by the Italian Government), leader in financing of local and regional governments in Italy, with 29% market share

‒ One international financial player with strong and recognized presence and experience in Italy

‒ Qualified representatives of major institutional investors in Italy (banking foundations and professional pension funds)

‒ Sponsors providing €938 mln to the First Fund (€575 mln for the Second Fund)

‒ Total commitment for the First Fund reached €1.85bn

‒ Combination of local relationships and global experience

‒ F2i benefits from full endorsement of its Sponsors

‒ F2i is the leading partner for infrastructure investments in Italy

9 Banking Foundations

2 Italian Pension Funds

Part of Group

A Leading Group of Sponsors for F2i I:

http://www.unicreditgroup.eu/DOC/jsp/navigation/index.jsp?parLocale=en


F2i Sponsors and Investors in F2i I

CDP

F2i – Fondo Italiano per

le Infrastrutture

2 Banks(1 Core Investor)

2 Major Italian Banks

19 Other Foundations

(2 Core Investors)

1 International Bank

3 Insurance Companies(3 Core Investors)

10 Social Security Institutions & Pension Funds

(4 Core Investors)2 Institutional

Investors

2 Other Banks(1 Core Investor)

Italian Investors International Investors

6 Major Italian Foundations

2 Pension Funds

SGR’s Shareholders

(General Partners or Sponsors)

(Limited Partners)


F2i I Sponsors and Investors by type

InvestorsNumber of

entitiesAmounts(€ mln)

% of the Fund

Banks 7 593 32,02%Pension Funds 13 487 26,30%Banking Foundations 25 439 23,70%Insurance Companies 4 175 9,45%Sovereign Financial Institutions (CDP) 1 150 8,10%Sponsor & Management n.a. 8 0,43%Total 1.852 100%


A Uniquely Qualified Team: Knowledge, Experience and Relationships

Matteo Ambroggio – Partner:Regulated utilities expert and asset management experience

Laura Pascotto – Partner:Airport sectror expert and M&A transaction experience

Corrado Santini – Senior Partner:Head of Project and Structured Finance, BBVA Italy

‒ Diversified and complementary experience in infrastructure‒ Proven track record in deal origination and execution‒ Strong network of relationship with key infrastructure players and counterparts in Italy

Vito Gamberale – CEOOne of the top business leaders in Italy

‒ CEO of Autostrade (2000–2006) ‒ CEO of Telecom Italia Mobile (1995–1998)‒ General Manager of Telecom Italia (1991–1995)‒ CEO and Chairman of ENI Group Subsidiaries (1984-1991)

Carlo Michelini –Senior Partner e CIO: InfrastructureCorporate Finance experience as MD at Morgan Stanley

Marcello Garolla –Senior Partner: OperationsSignificant experience in Banca d’Italia and in Ernst € Young; former CEO of Agora Investments SGR

Fabio Albano– Partner:Strong experience in M&A, with special focus on motorways and infrastructures

Giuseppina Falappa – Partner:Relevant experience in asset management, cost management and internal audit

Mauro Maia –Senior Partner: InfrastructureCorporate Finance experience as MD at Mediobanca


Summary of Key Terms

‒ Size: €1.85bn ‒ Duration: Up to 15 (+3) years (expected average life

7,5y)‒ Investment Period: 4 (+2) year‒ Legal Structure: Limited liability partnership‒ Management Company: F2i SGR

‒ Greenfield limited to <20% of the fund‒ Single assets limited to <20% of the fund (25%

with Advisory Board); 25% (30% with advisory Board) for regulated assets

‒ Sponsors and Core Investors (>=60mln) have co-investment rights

Solid Target ReturnsFund Characteristics

Investment Focus

Diversification Rules

‒ Minimum Target Return (“hurdle rate”): IRR = 8% gross per year (on average)

‒ Target gross returns: 12-15%

‒ Annual cash distribution of 4-6% of invested capital

Co-investment Rights

‒ Italian infrastructure opportunitieso Power and gas infrastructureo Airportso Telecom infrastructureo Transportationo Environmental services (water, WTE, …)

‒ Equity or quasi-equity‒ Majority or influencing minority stakes, playing an

active investor role


F2i I and F2i II Investment PortfolioCommitted

(M€)Drawn(M€)

%

F2i I 75% 85,1% 100%

100%

100% 40,0%

100% 100% 70,0%

44,3% (35,7% Fund I; 8,6% Fund II)

67,7%

53,8% 87,2%

85,0%

15,7%100%

49,8%

26,3%

F2i II 100% 60,0%

49,0%

* Projects already approved by F2i's Board of Directors, now ongoing

** Including the participation in Software Design 2.027 1.445 71%*** Including shares of Equiter (put & call 2014), SAB (put 2014) and Aviapartners

F2i Rete Idrica Italiana

Mediterranea delle Acque

235 6 2%

100%

G6 Rete Gas 68 68 100%

F2i Reti Italia

ENELRete Gas

2i Gas 350 350

Metroweb Italia

Metroweb 201 201 100%

75%

SEA (Malpensa / Linate / Bergamo)

532 532 100%

F2i AeroportiF2i Sistema

Aeroportuale Campano

GESAC** (Naples) 90 68

Saster Net 18 18 100%

Alerion C lean Power

78 64 82%

SAGAT *** (Turin) 116 66 56%

Iren Ambiente * 136 0 0%

50 43 87%

100%

F2i Ambiente

TRM 122 0 0%

F2i Energie

RinnovabiliHFV

Infracis 31 31

GAS DISTRIBUTION

WATERDISTRIBUTION

AIRPORTS

TLC

RENEWABLE ENERGY

TRANSPORT

WASTE TO ENERGY


F2i’s strategy in its sectors of investment

F2i is focusing on key sectors of Italian infrastructure, aiming at creating “national champions” through organic growth and M&A. F2i’s portfolio companies strive to be leaders in their sectors in terms of size, efficiency, quality of services, investment plans and financial performance

GAS Build the largest European independent gas distribution operator and be a consolidator in a sector undergoing a rationalisation process

RENEWABLESCreate two strong independent players in the two main renewables segments (wind and photovoltaic)

TRANSPORTEnter the toll-road sector, and become a reference stakeholder for companies that have an extremely fragmented shareholding structure

WATERCreate a “national champion” in a strategic sector that requires significant investment for the upgrade of the existing network as well as the completion of the national water grid

AIRPORTSPursue a consolidation strategy in a sector characterized by strong fragmentation and by a strong presence of the public sector

ENEL Rete Gas

2i Gas (ex E.On Rete)

Alerion

HFV

Infracis

Mediterraneadelle Acque

GESACSEASAGAT

G6 Rete Gas

TELECOMSBuild upon the Milan broadband fibre optic network to increase the penetration in the city (FTTH) and to replicate the same model in other urban centres

MetrowebSasternetProjects Moon e Link

WTE Create the third national operator and facilitate consolidation between the main players of the market in order to create a national champion

TRM


The F2i “Group”: Current PortfolioThe current F2i portfolio is performing in line or better than expectations. It is composed of companies that could generate by 2017 aggregate turnover of approximately €2.3 bn and EBITDA of over €1.1 bln

F2i

ENEL Rete Gas

63,8%

Metroweb

46,9%

GESAC

70%

HFVMdA

40% 49,75%

Infracis

SEA

44,3%(8,6%*)

Alerion

15,7%

SAGAT

50,8%

TRM

60%*

Aggregated

** Net of extraordinary items

* Second Fund F2i

Revenues2011

602** 56 68 64 579 129 25 65

Under construction

1586

EBITDA2011

324 45 22 16 146 50 20 36 659

Margin 53,8% 80,3% 32,3% 25,0% 25,2% 38,7% 80,0% 55,3% 41,5%

Cap-ex2011

189 12 23 10 101 33 168 57 593

Personnel2011

2112 34 316 383 5090 412 10 103 8460


F2i’s Partners‒ During its first years of activity, F2i has built strong relationships and partnerships with Italian Institutions

and Italian and international operators and financial investors

Enel Rete Gas

MdA

SEA

Gesac

Sagat

Metroweb

TRM

F2i’s Partners


F2i I: Dividends from Portfolio Companies

(1) Calculated as the average of the valuation provided by the two appointed investment banks for ERG, Gesac, Mda, HFV and Alerion plus the historical cost of all other investments

According to its investment strategy, F2i made its main investments in brownfield assets, which were able to generate important operating cashflows and, despite high level of capital expenditures, already contributed sizeable dividends to the Fund. In particular, distributions from ENEL Rete Gas, Gesac and Mediterranea delle Acque are illustrated in the table below:

The high level of dividend distributed by ENEL Rete Gas (annual yield approx 19.0%) depends also by financial structure of the acquisition developed by F2i, which includes:‒ A Vendor Loan provided by the Seller ENEL Group at the time of the acquisition‒ A Loan Financing provided by a pool of international banks, which allows the company to make

relevant cash distributions to its shareholders while keeping investing in its core business

Book Value vs. Market Value of Portfolio Companies

Equity Invested Dividends Yield

2010 Enel Rete Gas 279,2 52,5 18,8%Yield totale 279,2 52,5 18,8%

2011 Enel Rete Gas 279,2 53,3 19,1%MdA 177,1 11,8 6,7%Gesac 80,5 3,2 4,0%Total Yield 536,8 68,3 12,7%

2012 Enel Rete Gas* 417,8 15,9 3,8%MdA 180,0 5,2 2,9%Gesac 80,5 4,0 5,0%Metroweb 114,4 1,2 1,0%Total Yield 792,7 26,3 3,3%


Capital Gain

F2i I: Dividends to Investors

Investment in Enel Stoccaggi

‒ Thanks to the dividends received from its portfolio companies, F2i was able not to call management fees from mid 2010 and to make significant distributions to its investors:

Investment in Interporto Rivalta Scrivia (IRS)

‒ On the other hand, the graphs below show draw down, capital gain and capital reimbursement related to the investments in IRS and ENEL Stoccaggi, which have been dismissed between the end of 2011 and the first quarter of 2012

29,029,0

6,5

+ 6,5 M€IRR: 8,9%

Acquisition (May 2009) Disposal (October 2011)

Year Amount Drawn

Dividends Disposals Dividends Disposals

2008 116,22009 353,62010 39,6 53,0 23,42011 620,7 60,4 35,3 30 292012 89,9 21,3 2,4 * 8,7Total 1.220,0 134,7 37,7 53,4 37,7

* Dividends of 2012 have been used to cover management fees and other operating costs

Proceeds to the Fund Distributions to investors

1,91,9

0,6

+ 0,6 M€IRR: 11,7%

Acquisition (Oct 2008) Disposal (Feb 2012)Acquisition (Oct 2008) Disposal (Feb 2012)

Capital Gain


The Second F2i Fund


Pipeline and Investment Opportunities

F2i believes that the Italian infrastructure market will continue to offer significant investment opportunities due to: The increasing fiscal constraints on the public sector and in particular local

authorities, which will lead to a new wave of privatisations. F2i’s recent acquisition of a 29% stake in SEA (Milan airports) from the Municipality of Milan is expected to represent an important benchmark for other local authorities to privatise their infrastructure assets;

The high leverage of Italian utilities, that is likely to lead them towards non core asset disposals and spin-offs;

The rationalisation and consolidation process within certain sectors with a high level of fragmentation of players (e.g. gas distribution, water, Waste to Energy);

Need of improvement in efficiency and infrastructure upgrades, which fosters change in shareholdings (for example, optical fiber broadband networks, mobile towers, water);

Capital requirements by existing infrastructure companies to finance new investments (e.g. toll roads)


2012 2013 2014 2015

Highways Airports Gas distribution Electric grid Water distribution TLC WTE

Pipeline and Investment Opportunities

Total 2012 - 2015: € 7.648 mln

932

3.288

2.811

617

Investment opportunities (data in € mln)

F2i I Residual to invest : € 0 – 83 mln

F2i has conducted together with Boston Consulting Group an in-depth market study of Italian infrastructures. The study, based on a bottom-up analysis of infrastructure players in the country, has identified an equity investment opportunity in excess of € 7.5 bn in the next four years, focusing on brownfield only within the infrastructure sectors identified as targets by F2i.


‒ In October 2012, F2i has therefore launched its Second Fund, in order to take advantage of these significant and immediate investment opprtunities, in coordination with the portfolio achieved by Fund I:

o Opportunities to increase the stake in companies where Fund I has invested, so as to achieve majority or strenghthen F2i’s governance

o Make new investments in F2i sub-sectors, so as to continue in the creation of infrastructure groups able to be leaders in Italy within their industry

o Invest in one/two new subsectors, focusing on core infrastructure

- The Second Fund has target size of €1,2 billion, and has already raised €575 MM from its Sponsors

- It has already made two investments (WTE company TRM and Milan airports concessionaire SEA) and is negotiating the acquisition of a stake in waste treatment and disposal company Iren Ambiente

Support the growth in selected , key portfolio

companies

Increase F2i presence in current sectors

Enter new sectors

Fund II: Investment Strategy


‒ The First closing of the Second F2i Fund was achived with a group of Sponsors, including existing and new shareholders of F2i SGR:

- F2i is planning to reach its target fund size of €1.2billion with a placement with Limited Partners in Italy (€200-300MM) and an international fund raising (€300MM-400MM)

F2i Fund II: First Closing and Plan of Distibution

CDP 100

Banca Intesa San Paolo 100

Unicredit 100

Banks 300

Fondazione Cariplo 10

EnteCarifirenze 40

FCR Lucca (15+15) 20

Compagnia San Paolo 60

FCR Cuneo 30

FCR Sardegna 25

Bank Foundations 185

Cassa Geometri 30

Inarcassa 60

Pension Funds 90

Total A Units 575

Sponsor of Fund I participating in Fund II

Nuovi Sponsor

Fund II (€ MM)A Units - Sponsor


F2i II: TermsFund F2i II – Secondo Fondo Italiano per le Infrastrutture

Management Company F2i – Fondi Italiani per le Infrastrutture SGR

Investment Strategy Mainly brownfield infrastructure, through majority or relevant minority stakes

Coordinated investment strategy vis-à-vis Fund I, with a view to common creation of value where possible

Target Amount €1.2bn

Term 15 years from last closing

Investment Period 4 years from last closing (extendible 1+1)

Brownfield / Greenfield 80% / 20%

Limits:

Single Investment 20% (25% with Advisory Board) approval; 25% (30% with Advisory Board) for sectors with regulated tariffs

Foreign Investments Max 20% (European Union) (25% with Advisory Board approval)

Listed Companies Max 20% (30% with Advisory Board approval)

Commissions 90bp

Target Returns 12-15% gross

Hurdle Rate: 8%

Carry (Sponsors and Management) 20%; catch up 80%

Co-investment Rights Sponsors and Core Investors have co-investment rights


F2i I and F2i II: Exit Strategy

‒ F2i has a long term holding strategy for its participations, aiming at growing the EBITDA by virtue of organic and external expansion, fostering efficiencies, and managing the capital structure with the objective to obtaining a stable dividend flow.

‒ At the time of exit, F2i will look at various disposal alternatives for its participations in its Funds, including trade sales and IPOs.

‒ However, F2i portfolio is emerging as a strong group of assets focused on key sectors of the Italian infrastructure space, with important synergies and growth opportunities within each individual sectors. The current portfolio of F2i I had in 2011 an aggregate EBITDA in excess of € 650 million, potentially growing to over € 1.1 billion by 2017.

‒ One exit strategy could therefore involve the listing of the Fund, or the contribution of all or part of its portfolio to a newly created company, that could be listed, thus creating a new, major player in the European infrastructure sector, that could continue the management and development philosophy of F2i:

o Focus on operational excellence

o Growth orientation, through cap-ex explansion plans and M&A

o Synergies acros the various participations

‒ At that point, investors in F2i Fund I and II may decide whether to liquidate their investment, or become part of a core shareholder group of the newly created entity. The newly created entity should continue F2i’s strategy to grow its investments, acting as a consolidator in its sectors of activity and potentially expanding to other markets.


Being a Core Investor in F2i II

‒ Enter the infrastructure market of the third largest European economy through the most important specialized player in the country

‒ Benefit from the link with the institutional network of F2i’s Sponsors

‒ Contribute to the growth of the unique existing asset portfolio, with growth prospects through internal growth and potential add-on acquisitions (cumulated organic capex of the portfolio companies in 2012-2022 almost € 5.0 bn)

‒ Potential IPO of the Fund (possibly combining Fund I and Fund II) and consequent possibility to become a cornerstone shareholder of one of the largest and most dynamic infrastructure players listed in Italy (and one of the largest in Europe)

‒ Co-investment rights in potential “jumbo” deals

‒ Commission rebate of 40 bp after achievement of hurdle rate


Role of Core Investors in the F2i Strategy

F2i Fund I F2i Fund IICore

Investor

SponsorsInvestors

SponsorsInvestors

Focused Portfolio of Infrastructure Investments

Investment in Units of the Fund

Gas distribution

Water Airports Telecoms Renewables WTE

Potential new sector

Under review if Core

Co

– In

vest

men

ts /

len

din

g


F2i I Investments – Selected Case Studies


Investments – Selected Case Studies

ENEL RETE GAS 2i GAS (EX EON RETE)

‒ Transaction date: May 2009‒ Equity Stake: 60%‒ Project Type: Brownfield‒ Partner: AXA Private Equity‒ Project EV: ~ €1,550MM

‒ Acquisition of a 100% stake in

E.On Rete alongside AXA PE

‒ Transaction date: I quarter 2011‒ Equity Stake: 75%‒ Project Type: Brownfield‒ Partner: AXA Private Equity‒ Project EV: ~ €280MM

‒ Acquisition of a 80% stake in Enel

Rete Gas alongside AXA PE

‒ Second largest gas distributor with

11% market share in terms of gas

distributed in 2009‒ 29,500 Km pipe network‒ Over 1,200 municipalities covered‒ Predictable revenue streams from

regulated activities‒ Strong cash generation

‒ Seventh largest gas distributor with

3.3% market share, in terms of gas

distributed in 2009‒ 9,000 Km pipe network‒ Over 300 municipalities covered‒ With this add on acquisition, F2i

reached over 13% of the market

share in the sector‒ Strong cash generation

G6 RETE GAS

‒ Acquisition of a 100% stake in G6

Rete Gas alongside AXA PE

‒ Transaction date: October 2011‒ Equity Stake: 75%‒ Project Type: Brownfield‒ Partner: AXA Private Equity‒ Project EV: ~ €770MM

‒ Sixth largest gas distributor with 4.5%

market share, in terms of gas

distributed‒ More that 990,000 clients served‒ Over 470 municipalities covered‒ With this add on acquisition, F2i

reached over 17% of the market

share in the gas distribution sector‒ Strong cash generation

Consolidated Revenues: € 609 mlnConsolidated EBITDA: € 331 mln

EBITDA Margin: 54%


Ranking European LBOs in 2009

ENEL Rete Gas has been the biggest LBO finalised in Continental Europe during the 2009 and deal of the year for the Project Finance Magazine (see Bloomberg table below):

10 Largest LBO in Europe YTD


ENEL RETE GAS – Summary Data

‒ 2.256.000 Clients

‒ 3.800 Mln mc of gas distributed (+17% since 2009 - 3.233 Mln mc gas)

‒ 33.090 Km of pipeline

‒ RAB €1.645 MM

‒Revenues 2010: €359MM

‒ EBITDA 2010: €192MM

Presence Previsional data for 2011


2i GAS (EX EON RETE) – Summary Data

2i Gas Enel Rete Gas + 2i Gas

‒ 698.000 Clients

‒ 1.200 Mln mc of gas distributed


‒ RAB €320MM

‒ Revenues 2010: €99MM

‒ EBITDA 2010: €49MM

‒ 2.864.000 Clients



‒ RAB €1.965MM


‒ EBITDA 2010: €241MM

+27% clients+32% volumes+27% pipeline+20% RAB+27% Revenues+26% EBITDA

Consolidation as second national operator


G6 RETE GAS – Summary Data

G6 Rete Gas Enel Rete Gas + 2i Gas + G6 Rete Gas

‒ 1.008.000 Clients



‒ RAB €771MM


‒ EBITDA 2010: €89MM

‒ 3.872.000 Clients



‒ RAB €2.736 MM

‒ Revenues2010: €622MM

‒ EBITDA 2010: 330MM

+72% clients+71%% volumes+74% pipeline+66% RAB+73% Revenues+72% EBITDA

The consequence of the acquisitions of 2i Gas (ex E.On Rete) and G6 is an important dimensional upgrade:Doble Volumes compared to those of Enel Rete Gas stand alone in 2009


60 70

13016

54

2224

41

108

18

2009 2010 2011

Growth

Transparency

Safety and Quality Improvement

Total investments of the Group F2i Rete Italia

Investments € mln Benchmark €/client

Tot. 243

Tot. 93

Tot. 108

+ + +

Other operators ~47

GroupF2i Rete Italia

~63


Pipeline Inspection and Rapid Troubleshooting Time

Pipeline inspected (%) Average troubleshooting time (minutes)

Fonte: AEEG

Anno 2010

AEEG target requirement

~30’Group

F2i Rete Italia

60’

78%

77%

63%

57%

54%

41%

36%

29%

Enel Rete Gas

Hera

A2A

I ren

G6 Rete Gas

Eni (I talgas)

E.On Rete

Toscana Energia

Media Italia: 55%


Technical Quality

AEEG safety incentives(1) (€’000)

(1) Refers to incentives distributed in 2010

50%

22%

12%

2%

14%

% incentives on total

distributed% market

share

844

114

696

1.314

273

Altri

2.9632.311 379 17%

29%

2%

5%

47%



Airport sector investments

Gesac (Naples)

Sea (Malpensa / Linate / Bergamo)

Sagat (Turin / Florence / Bologna)NAP

TOR

MXP

LINBER

FIR

Controlling interest (>50%)

Controlling interest (33.4%<>50%)

BOL

Noncontrolling interest


GESAC SEA

‒ Acquisition of a 70% stake in Gesac

‒ Transaction date: December 2010‒ Equity Stake: 70%‒ Project Type: Brownfield‒ Partner: None‒ Project EV: ~ €230MM

‒ Gesac holds the concession to manage the business of the

Capodichino Airport until the year 2043‒ With 5.5 mln passengers transported in 2010, Capodichino is

the third Italian airport for number of passengers transported

(excluding Rome and Milan hubs)‒ In 2009 the company signed a new contract with ENAC that

states an increase up to 25% of the tariffs ‒ Gesac represents the entry point in the airport sector for F2i‒ The majority stake acquisition will grant different exit

strategies

‒ Acquisition of a 44,3% stake in SEA

‒ Transaction date: December 2011 and December 2012‒ Equity Stake: 44,3%‒ Project Type: Brownfield‒ Partner: None‒ Project EV: ~ €1,830MM

‒ SEA holds the concession of Milan Linate and Malpensa

Airports until 2041. SEA also holds a 30% stake in Bergamo

Airport.‒ With over 28 mln passengers in 2011, the Milan hub represents

the second “airport system” in Italy after the Rome hub‒ In April 2012, SEA has obtained by the Ministry of the

Infrastructure, Transport and Economy the approval for the new

Contratto di Programma (signed by ENAC in Sept 2011 and

become law in Sept 2012), that has granted significant tariff

increases (+25%)‒ SEA represents a relevant step in F2i’s investment strategy in

airports, as well as an important partnership with the Milan

Municipality, which might represent a benchmark for other

privatisations in Italy

Revenues 2011: € 67 mlnEBITDA 2011: € 22 mlnEBITDA Margin: 33%

Revenues 2011: € 571 mlnEBITDA 2011: € 146 mln

EBITDA Margin: 26%



Investments – Selected Case StudiesSAGAT

‒ Acquisition of 50,8% stake in Sagat (with the possibility to increase until

69,3%)‒ Transaction date: December 2012‒ Equity Stake: 50,8%‒ Project Type: Brownfield‒ Partner: None (corporate agreements with Equiter, Finpiemonte, SAB and

Tecnoinvestimenti)‒ Project EV: ~ €118MM

‒ Sagat has the concession to manage the Turin Airport until 2035. Furthermore,

through Aeroporti Holding S.r.l. (of which it owns 55,45% stake), it controls

33,4% in Aeroporto di Firenze S.p.A. and 7,21% in SAB S.p.A. – Aeroporto di

Bologna‒ The services offered by Sagat are mainly in the domestic sector (61,8%), while

those in the international and charter flights sectors are respectively equal to

33,6% and 4,6%. The busiest route is Turin-Rome, with almost 900k pax

registered in 2011, and the most requested airline is Alitalia, with 1mln pax.‒ The main flight reasons are: work (65%), tourism (29%) and other (6%)

Revenues 2011: € 64,0 mlnEBITDA 2011: € 15,5 mlnEBITDA Margin: 24,2%



METROWEB

‒ Transaction date: 30 June 2011 (signing on 31 May 2011)‒ Equity Stake: 46,9%‒ Project Type: Brownfield‒ Partner: IMI Investimenti‒ Project EV: ~ €436MM

‒ The company manages a fiber optic network in the Milan

metropolitan area ‒ 3,272 km of infrastructures‒ 7,254 km of cables‒ approximately 311,000 km of fiber optics ‒ In addition, the company controls approximately another

13,000 km of long distance cables.‒ Strong cash generation

‒ Acquisition of a 87% stake in Metroweb. Subsequent co-

investment by Fondo Strategico Italiano

MEDITERRANEA DELLE ACQUE

‒ Transaction date: May 2010‒ Equity Stake: 40%‒ Project Type: Brownfield‒ Partner: None‒ Project EV: ~ €480MM

‒ The company operates water services in Genova and in 39

municipalities nearby. ‒ As at December 2009, it provided water to approximately

700,000 citizens‒ 1,700 Km water pipes‒ 1,200 Km sewage system‒ 72 mc of drinking water in 2009‒ Predictable revenue streams from regulated activities‒ Strong cash generation

‒ Acquisition of a 40% stake in Mediterranea delle Acque




F2i II Investments – Current Portfolio


F2i II Investment Portfolio

44,3% (35,7% Fund I; 8,6% Fund II )

60,0%

100%

49,0%

345 87 25%* The commitment amount only represents the investment of the Fund II** Projects already approved by F2i's Board of Directors, now ongoing

Impegnato (€M)

Erogato (€M)

%

SEA (Malpensa / Linate / Bergamo) *

87 87 100%

TRM 122 0 0%

Iren Ambiente ** 136 0 0%

F2i Ambiente

AIRPORTS

WASTE TO ENERGY


SEA S.p.A. – Milan Malpensa and Linate Airports

4242

Company Profile SEA holds the concessions of Milan Linate and Milan

Malpensa airports until 2041. SEA also owns a 30,98% stake in SACBO, company which manages the Bergamo airport (50 km far from Milan center).

In 2012, Linate and Malpensa airports have registered a passenger traffic over 28 mln, whereas Bergamo airport has had around 9 mln passengers (total for «Milan Area» is about 37 mln passengers).

Lombardy is one of the region with the highest GDP per-capita in Europe, with a strong potential growth. Malpensa airport is approximately 48 km far from Milan center, whereas Linate airport is only 8 km far (it is the closest European airport to the city center, focused on a frequent flyer customer on domestic and intra-EU routes).

As shown in the graph on the right, SEA has been able to respond to two significant shocks in 2008 and 2009 (Alitalia de-hubbing and the introduction of the high-speed rail on RM-MI), attracting new carriers and opening up new destinations (despite the negative situation of these last years).

In 2012, SEA has had a turnover of € 600 mln and an EBITDA of € 145 mln. The new rates have become active on 24 September 2012, allowing a substantial increase in profitability.

Traffic Data

Key Financials SEA Group

7,8 8,8 8,9 9,1 9,7 9,9 9,3 8,3 8,3 9,1 9,2

17,3 17,5 18,4 19,521,6

23,8

19,017,4 18,7 19,1 18,3

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012P

Linate Malpensa

25,1 26,3 27,3 28,631,3

33,7

28,325,7 27,0

28,1 27,5

Alitalia de-hubbing from

Malpensa

High speed rail introduction on the

MI-RM route

CAGR 2002-07 6,1%

In 2013-2016, it is expected a significant increase of the Group profitability due both to the full implementation of the new charges, stipulated in the “Contratto di Programma”, and to the expected development plan (also with a view to the Expo 2015), with several investments in infrastructure, attraction of new international carriers and an efficiency increase.

CAGR 2009-12 2,3%

SEA

€/mln 2010 2011 2012PC

Revenues 550,2 579,3 601,7EBITDA 132,8 151,5 144,4

EBITDA margin 24,1% 26,2% 24,0%Net Income 63,1 53,9 53,1

Equity 393,8 242,8 283,5NFP 344,7 467,7 490,9


F2i’s investment in SEA

4343

The disposal of 14,56% share in SEA has been started by ASAM following the failure of the SEA's IPO. The purchase price of this 14,56% has considered the fair value identified in the IPO process and it amounted to € 147 mln, corresponding to approximately € 1,010 mln for 100% (vs. fair value range of € 970-1070 million) and representing an EV/EBITDA 2012 multiple of 8.3x (considering the EBITDA 2012 pro-forma to include the new rates for the entire year). Then, the Second Fund’s commitment was around € 87 mln.

SEA’s implicit value, recognised in this operation, is less then about 22% of that (€ 1.294 mln) recognised for the 29,75% share, as the 14,56% share does not bear the governance rights.

Recently, F2i has been in contact with the Milan’s Municipality in order to revise and extend the governance rights recognised on the 29,75% share and/or on the entire 44,3%. This should be also done in the context of new development and appreciation strategies of SEA, after the IPO failure. In the medium term, it cannot be excluded that Municipality decides to sell the SEA's majority: this investment opportunity should be valued by the Second Fund.

In any case, this investment presents a possible high return, even only at a stand alone level, so without assuming the joint exit with the First Fund F2i. In addition, for the Second Fund, it represents the launch of the investment strategy in the airport sector, where new exciting opportunities are growing up, as indicated in the slide below.

Currently F2i SGR owns a 44,31% stake in SEA, partly by the First Fund F2i (35,69%) and partly by the Second Fund F2i (8,62%). In particular: A first tranche (equal to 29,75%) has been bought at the end of 2011

by the First Fund F2i from the Municipality of Milan (which still owns a 54,81% stake in SEA). Referring to this share, the shareholders agreement (F2i-Municipality) considers the right for F2i to nominate two directors (out of 7), included the vice-President, and the right of co-sale (tag alone) in case of disposal of the majority by the Municipality.

A second tranche (equal to 14,56%) has been purchased at the end of 2012 from ASAM S.p.A. (Province of Milan) partly by the First Fund F2i (5,94%) and partly by the Second Fund F2i (8,62%).


F2i’s investment strategy in the airport sector

4444

TOR

MXP

LIN

BER

BRE VER

TRE

VEN

CAG

NAP

GEN

FCOCIA

SEA is the first investment of the Second Fund F2i in the airport sector, with the aim to pursue the strategy begun by F2i with the First Fund and to take advantage of the new opportunities that may arise, in order to develop this sector even independently from the First Fund.

Currently, in addition to a 35,69% stake in SEA , the First Fund F2i also owns a 70% stake in Gesac (Naples airport) and a 50,8% stake in Sagat (Turin airport). SEA and SAGAT, respectively, hold a 30,98% stake in Bergamo airport and a 33,4% stake in Florence one (as well as a noncontrolling interest in Bologna airport equal to 7,21%). Overall, the market share of these six airports is equal to the 36,4% of the domestic traffic.

After the takeover of a 8,62% stake in SEA (it has been a co-investment with the First Fund), further investment opportunities in the airport sector may include: (i) additional shares of SEA (if the Municipality of Milan decided to sell), Bologna, Catania, Palermo or Apulia airports, and also potentially the Venice one. These airports have a market share equal to the 54,7% of the domestic traffic.

The F2i strategy is supported, on the one hand, by the need to rationalize the sector, in order to ensure a long-term coordinated strategy to the entire system and, on the other hand, by the expected privatizations of several airport companies, so as to allow their public shareholders to raise funds for their needs.

Airports directly holded by F2i

Airports indirectly holded by F2i

Possible target for F2i in the medium term

TOR

MXP

LIN

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BRE VER

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NAP

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FCOCIA

FIR

BOL

CTPA

ADP


TRM S.p.A. – Waste to energy plant

Plant description Final rendering

– The waste to energy plant TRM is the fourth in Italy and one of the most important on European level for dimension and disposal capacity.

– TRM has been realized in the south area of Turin, and it has an authorized annual disposal capacity of 421.000 tons/year

– User base of more than 1,7 mln people

– Authorized to treatment of RSU and RS not dangerous, produced in the Province of Turin

– Currently the plant is in the final construction phases and it will probably be operative in the first half of 2013

– It will go full speed in 2014

– The total investment for the plant realization will be over than € 400 mln

– The project has been supported by a pool of banks** via a project finance realized to cover up to the 80% of the total construction costs

– TRM will generate revenues around € 100 mln with an Ebitda margin of 60% ca.

* It shows the plant’s electrical capacity in cogeneration mode (heat + power sale). In electric mode the maximum plant’s capacity would be of 65,5 Mwe

** BNP Paribas SpA, UniCredit SpA, Banca Europea degli Investimenti, Banca Popolare di Vicenza SpA e Cariprato SpA

Technical characteristics

– Disposal Capacity 421.000 Tons/Year (RSU)

– Type of technology Air-cooled mobile grate

– Number of combustion lines 3

– Electrical Capacity* 41 Mwe

– Thermal Capacity 106 MWt

– Housing units to be heated 17.000 ca.


PC

PR RE

IS

TO

TRM S.p.A. – Acquisition process

Description of the acquisition process TRM SpA’s acquisition structure

– In August 2012, the Municipality of Turin has launched a public tender procedure for the selection of an industrial private partner, at which sell the 80% stake in TRM SpA

– The tender also provided the acquisition of 49% stake in AMIAT, a company operating in the collection of municipal solid waste

– F2i has partecipated to the public tender in partnership with Iren Group, an Italian multi-utility company already operative in the waste treatment and disposal sector in the Provinces of Parma, Piacenza and Reggio Emilia through Iren Ambiente SpA

– Under the agreements, F2i would only invest in TRM and Iren would acquire the entire stake in AMIAT

– At the end of the process, F2i and Iren have been the successful bidders and, on 21 December 2012, they have acquired the 80% stake in TRM SpA

– The price paid by F2i and Iren for the 80% stake in TRM has been equal to € 126 mln

– The acquisition was completed by F2i and Iren through a corporate vehicle, participated by F2i for 75% and by Iren for 25%

– The F2i’s expense for the acquisition amounted to approx. € 95 mln

Current presence of F2i – Iren joint venture

Iren Group’s current presence in the waste sector through Iren Ambiente SpA

Reference area of TRM SpA

TRM maintenance contract assigned to Iren Ambiente

IREN Emilia

49%

SPV1

AMIAT

100%

IREN Energia

Districtheating

IREN Ambiente

80%

VehicleTRM

TRM

75%

IREN Emilia

IREN Energia

IREN SpA

F2i

25% 1 share 1 share 1 share

Contractual carve-out

from TRM to IREN


TRM S.p.A. – F2i’s investment

F2i’s expense

– The F2i’s investment for the acquisition of 60% stake in TRM SpA has been of € 95 mln ca. (excluded transaction costs)

– F2i has totally funded this amount through a Bridge-to-Equity loan granted by Banca IMI and Unicredit

o Bullet repayment after 24 monthso Interest rate (average all-in): 4,7%

– The actual draw-down of the F2i’s investors will coincide with the start of the TRM’s dividend distribution allowed under the project finance contract

Board of directors TRM Vehicle - 5 members- 3 members appointed by F2i, including the President- 2 members appointed by Iren

Board of directors TRM S.p.A. - 5 members- 2 members appointed by the Municipality of Turin, including the

President- 2 members appointed by F2i- 1 member appointed by Iren (Managing Director)

Key Managers TRM S.p.A.- CEO appointed by Iren- CFO appointed by F2i- Head of management audit appointed by F2i

Agreement with Iren

Acquisition structure

– The F2i – Iren partnership in TRM is only a part of a wider co-operation project in the waste sector

– In this context, F2i and Iren are negotiating the possible entry of F2i (49%) in Iren Ambiente S.p.A. (“IAM”), the environmental division of Iren Group

– In case of successful negotiation, TRM would be integrated in IAM

– On the other hand, if the investment in IAM was not realized, F2i would have the right to transfer to Iren its TRM stake, in a predetermined date, at a specific price, consistent with the performance goals of the Fund

TRMComune di Torino

75%€ 95 mln

25%€ 31 mln

20%

Veicolo TRM

80%€ 126 mln

Gruppo IrenF2i Ambiente SpA

Banca IMI -Unicredit

Finanziamento BtE aF2i Ambiente SpA

Iren GroupF2i Ambiente

SpA

Municipality of Turin

Vehicle TRM

BtE loan to F2i Ambiente SpA


TRM S.p.A. – Strategic considerations for F2i

Italian market and F2i position Leading Italian operators

– The national waste sector presents a high level of fragmentation: in 2011, the first nine operators have only managed the 7% of the total volumes

– On the other hand, in the European waste management sector, particularly in France, Germany and UK, there are several considerable operators

o France: extremely consolidated market where the first two operators (Veolia and Sita Suez) control over than 60% of the market

o UK: the first five operators manage more than 60% of the market

o Germany: several large operators, as Remondis and Biffa, have started strategies for an international growth

– The Italian market is in a transitional phase. Currently the leading operators are mainly operating on a regional and/or local level. Following the exemple of what happened in other European countries, they should expand their activities on a national and international level

– TRM’s acquisition is only a first step for F2i. It will be followed by further add-on acquisitions finalized to the creation of a national operator, leader in the waste sector

– In this context, the possible entry of F2i in the Iren Ambiente SpA’s capital, already F2i’s partner in TRM, could be the «platform» on which to consolidate the sector on a national basis

Leading European operators

Source: Annual Reports. Boston Consulting Group’s analysis

3,4

2,8

1,81,5

1,1

0,60,3 0,2 0,1

Hera A2A AMA Rome

Iren Veolia Acea APS Acegas

Waste Italia

ACSM

Mln of tons processed

Media escluso perimetro F2i: € 113 ton

98

115126

103

125

161

106,6

Rea Dalmine

Acegas Trieste

Acegas Padova

Hera Ferrara

Tecnoborgo Piacenza

PAI Parma TRM Torino

IAM (49% F2i) TRM (60% F2i in trasparenza)Included TRM SpA, acquired in December 2012

60

27

1813

Veolia Remondis Sita Suez Biffa

Mln of tons processed

Source: The Boston Consulting Group

overview of f2i and second fund f2i

Economy & Finance