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a2a2017
Investor Guidebook
May 2017
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
DISCLAIMER - This document has been prepared by A2A solely for investors and analysts. This document does not constitute an offer or invitation to purchase or subscribe any shares or other securities and neither it nor anypart of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. Some information contained herein and other material discussed at the meetings may include forward-lookinginformation based on A2A’s current beliefs and expectations. These statements are based on current plans, estimates, projections, and projects and therefore you should not place undue reliance on them. Forward-lookingstatements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factorsinclude, but are not limited to: changes in global economic business, changes in the price of certain commodities including electricity, gas and coal, the competitive market and regulatory factors. Moreover, forward-lookingstatements are current only at the date they are made.
This symbol marks the pages where Exceldownloads are availableAnnual and quarterly Historical series available in the Investor Databook: https://www.a2a.eu/en/investors/publications-services/investor-guidebook-kit or in dedicatedsections.
This symbol marks the pages which may besubject to updates during the year
Reference to more in-depth, updates and documents available in A2A website@
Resources:
Databook in excel: this file is part of the
Guidebook kit and contains annual and quarterlyeconomic, financial and operational Company data as of2008 and all the tables published in this document.
Our Worldp. 4 - 17
Our Resultsp. 18 - 34
Our Responsibilitiesp. 35 - 45
Welcome to A2A Investor Guidebook,prepared for investors and financialanalysts to get a thorough insight into theA2A Group.In order to get the most out of it we haveprovided the Resources section aside, whichrefers to additional material available in thecompany website: www.a2a.eu. You willfind further such references in the Indexpages.
We would like to get your feedback andsuggestions to improve this product.Please write to: [email protected]
A2A Investor Relations Team
The Guidebook starts with the Company Profile at page 3…
2
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Our Responsibilities
• A high weight of green componentscharacterizes A2A asset portfolio. Large scalerenewable production (hydroelectric, WTE), highefficiency production (cogeneration with lowerCO2 emissions) and innovative technologies toincrease energy savings (LED lighting). A2A mayalso leverage on a large and loyal customer baseas a natural hedge for its energy portfolio.
• These mark the Company commitment tosustainability, further strengthened in 2016.
• The shift to a traditional governance model,occurred in June 2014, facilitates decisionmaking and emphasizes the central role of theBoard of Directors
• Milan and Brescia cities are the majorshareholders with a joint control
Company Profile
A2A - THE LEADING ITALIAN MULTIUTILITY
Business Units: top strengthsEnvironment
n. 1 for electricity produced by WTE plantsEnergy Retail
market leader for quality and customersatisfaction
Networks and District Heatingincumbent in its 3 key gas areasfirst domestic operator in DH
Generation & Trading∼2 GW hydro installed capacity in Italy
EPCG∼0.7 GW hydro installed capacity (76% of total)
Our World
• A2A is active in environment, energy retail,networks and district heating, generation andtrading – a business diversification which spansfrom regulated to market exposure thusconsiderably lowering its economic risk profile
• Born in 2008 from the merger of AEM, ASM andAMSA, A2A operates throughout Italy,predominantly in Lombardy
• The business units of the company have a firstclass asset base - both plants and networks. Longterm concessions increase visibility
• A2A business model is very flexible. It allows foroptimizations both in the business units andacross them
• At international level A2A mainly operates inMontenegro through EPCG (electricity)
• The current strategy has been set out in the2017-2021 Strategic Plan. The main lines of thePlan are the following:
- Relaunch: growth in environment, smartnetwork and energy services
- Regeneration: active role in the energy markettransformation
- Reshape: buying options in smart city and greeneconomy
- Discipline in operations and capital structure- Dialogue & engagement with key stakeholders- Digital & technological transformation
EBITDA expected to grow to 1,380 €M in 2021,cumulated CAPEX of the period equal to 2,750 €M
Our Results
• Positive 2016 results were achieved: Ebitda upby almost 18%, strong growth in Net Profit.Investments were up by 23%
• With respect to these external dynamics, theGroup reacted by continuing with the initiativesto improve operational efficiency, which helpedto sustain the profitability
• Debt optimization continued posting satisfactoryresults also in 2016
• A dividend of 0.0492 euros per share, up by20%, was submitted to AGM approval
• A2A medium-term financial strategy is aimed atlengthening the average debt maturity,maintaining an adequate financial flexibility andlowering the cost of debt to support theCompany rating
• A2A adopts a prudent energy risk policy, part ofits Enterprise Risk Management model, whosepurpose is to further develop and integrate riskmanagement activities into the business process
3
(1) Group net income adjusted for the impact of extraordinary items: 2016 = 377 €M; 2015 = 278 €M; 2014 = 175€M; 2013 = 156€M
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
INDEX
Our World Our Results Our Responsibilities
@
A2A Group- The A2A Group 5
- A2A in Europe 6
- A2A Business Portfolio 7
Assets and Activities- A2A Asset Portfolio 8
- A2A Concessions Portfolio 10
Benchmarking
- Market position in terms of businesses and EBITDA 12
Main regulatory framework
- Networks - regulatory framework 13
- Networks - gas distribution tenders 14
Major Transactions- Acquisitions & disposals - track record 15
Strategic Plan 2017-2021- 2017-2021 Strategic Plan in a nutshell 16
- 2017-2021 Strategic Plan - Main targets 17
4
More in-depth, updates and documents available in the following website sections:A2A Group: https://www.a2a.eu/en/group/mission-valuesAssets and Activities: https://www.a2a.eu/en/group/our-plants and https://www.a2a.eu/en/servicesMajor Transactions: https://www.a2a.eu/en/investors/strategyStrategic Plan: https://www.a2a.eu/en/investors/presentations-conference
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
THE A2A GROUP
Our WorldA2A Group
(1) Stakes held through Linea Group Holding S.p.A.
Networks and Heat
Other Companies
Areas of activity
Back to Index
Generation & Trading
Energy Retail
Environment
EPCG
5
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
A2A IN EUROPE
Our WorldA2A GroupBack to Index
6
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
A2A BUSINESS PORTFOLIO
Our WorldA2A GroupBack to Index
Ordinary EBITDA equal to 1,103 €M
(1) Equal to 1,132 €M, calculated as Reported EBITDA (1,231 €M) net of non recurring items (128 €M) and EBITDA from “Corporate” (-29 €M)(2) Infrastructure activities: electricity and gas networks, heating distribution and integrated water cycle. Energy efficiency activities: heat generation, recovery and sales, public lighting and other energy efficiency
services.
Sources: A2A Strategic Plan, 2016 Results & Business Plan Update; Company Annual Reports
2016EBITDA(1)
7
GENERATION & TRADING
Fuel sourcing
Powergeneration
Whole-sale &Trading
352 €M 31%
ENERGY RETAIL
Electricity / Gas sales
free market regulated
market
ENVIRONMENT
120 €M 11%
Heat / Electricityproduction
Collection and street sweeping
Treatment
Disposal
EPCG(Montenegro)
Power generation
Electricity networks
69 €M 6%
NETWORKS & HEAT(2)
Integrated Water Cycle
Electricity networks
Gas networks
Heating Distribution
Heat Generation, recovery and
sales
Energy Efficiency Services
Public Lighting
SMART CITY
Telephony and Internet access
Data transmission
Video-surveillance
6 €M 1%
NETWORKS HEAT
69 €M 6%285 €M 25%231 €M 20%
SIGNIFICANT SYNERGIES ACROSS THE BUSINESS UNITS
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
A2A ASSET PORTFOLIO
Our WorldAssets and activities
Back to Index
8
(1) Management-only. The treatment capacity is not included in the total because A2A revenues are mainlybased on electricity sales.
(2) 2016 figures include LGH and refer to 31/12. 2015 figures are average values
ENVIRONMENT PORTFOLIO
NETWORKS PORTFOLIO
ENERGY RETAIL PORTFOLIO(2)
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
A2A ASSET PORTFOLIO
Our WorldAssets and activities
Back to Index
9
(1) net of:• the shutdown of Brindisi
coal plant, groups n.3 and4 of San Filippo del Melafuel oil plant and groupn.1 of Cassano CCGT plant(thermoelectric plants)
• the deed for the non-proportional partialdemerger of Edipower(Udine hydroelectricplants except fromAmpezzo and Somplago)
EPCG (MONTENEGRO)ELECTRICITY GENERATION PORTFOLIO
GENERATION & TRADINGELECTRICITY GENERATION PORTFOLIO
COGENERATION & DISTRICT HEATING PORTFOLIO
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
A2A CONCESSIONS PORTFOLIO
Our WorldAssets and activities
(1) Extension of the temporary continuation regime until 12/31/2017 pursuant to Regional Council Decreeno. X/4225 of 10/23/15
(2) In temporary continuation regime until 12/31/2017 pursuant to Regional Council Decree no. X/5823 of11/18/16
(3) Extension of the temporary continuation regime until 12/31/2017 pursuant to Regional Council Decreeno. X/4595 del 12/17/15
Back to Index
10
GENERATION – Hydroelectric PlantsENVIRONMENT
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
A2A CONCESSIONS PORTFOLIO
Our WorldAssets and activities
Back to Index
11
NETWORKS
DISTRICT HEATING
(1) MinimumTerritorialArea
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
A2A MARKET POSITION IN TERMS OF BUSINESSES AND EBITDA
A2A is well positioned in its main businesses, leader in district heating and in waste-to-energy activities
Our WorldBenchmarking
Sources: AEEGSI Annual Report, companies data, internal analysis. 2016 figuresnot available yet.
2016 EBITDA
(source: FY 2016 companies’ presentations)
A2A: the highest EBITDAamong local utilities
Local
utilities
12
Back to Index
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
NETWORKS - REGULATORY SCENARIO
ELECTRICITY
5th Tariff regulatory period: 2016-2023 (8 years)• Tariff not linked to change in unit volumes consumption• Shift from input-based to output-based model as of 2016 and Totex mechanism (optimisation
of opex and capex) as of 2020• WACC: in 2016-2018, 5.6% (distribution, metering); additional remuneration related to
innovative projects and energy efficiency improvement• Gradual approach to the extension of asset life• Price cap: 1.9% (distribution), 1% (metering). The potential extra-efficiencies achieved in the
3rd and 4th regulatory periods are to be shared 50-50 with the consumer by 2019• Interim reviews: some WACC parameters (3 years) - see box
GAS
4th Tariff Regulatory period: 2014-2019 (6 years)• Tariff not linked to change in unit volumes consumption• WACC: in 2016-18, 6.1% (distribution), 6.6% (metering)• WACC is applied either to RAB or to VIRAEEGSI
(1) - for new ATEM’s entrants (so-called"asymmetric regulation")
• Price cap: up to 2016 1.7% for distribution and 0% for metering. Price cap reduced to 0% in thefirst 2 years of ATEM’s
• Interim reviews: price cap (3 years) and some WACC parameters - see box
WATER
Regulatory Body: the Energy Authority (AEEGSI)
NETWORKS - REGULATORY FRAMEWORK
Our WorldRegulatory Framework
In December 2015 AEEGSI defined the WACCremuneration for the regulated energynetworks, effective from 1 January 2016. Thecommon parameters are set for gas andelectricity, excluding those specific of eachsector, such as beta and D/E.
• WACC is real pre-tax allowed return.• WACC regulatory period lasts 6 years (2016-
2021)• The interim review is fixed every 3 years for:
Risk Free Rate; Country Risk Premium(2);Inflation used to calculate “F” factor; Gearing(value more in line with those used by otherEuropean regulators), Tax Rate according tothe annual Stability Law
ELECTRICITY GAS WACC reform
(1) VIRAEEGS: Asset residual value («valore industrialeresiduo») - as recognised by AEEGSI for tariffs purposeand calculated in compliance with the guidelines setby the Ministerial Decree 226/11 and with theResolution 19/2016 - DIUC, is equal to the capitalexpenditure necessary to rebuild anew the assets,depreciated due to use and obsolescence (on thebasis of regulatory asset useful lifes).
(2) only if there is a more than 20% deviation in theaverage spread between 10-year government bondsof Italy and Germany vs the previous period
(3) The figure is calculated as the sum of cost of equity,cost of debt, gearing, recognized financial costs ("OF")and fiscal costs ("Ofisc")
13
2nd Regulatory period: 2016-2019 (4 years)• Allowed revenues based on full recovery cost subject to efficiency and capped in terms of tariff
growth• Regulatory matrix with six different tariff schemes, linked to the need for new investments, the
evolution of underlying costs due to consolidation or improvement in quality of service and Opex percapita
• Fixed annual maximum tariff increases - ranging from 5.5% to 9%, different for each of the six tariffschemes assigned at Local Authority Level (EGA)
• Overall return equal to 5.3%(3), with an additional 1% extra return for investments made from 2014• Introduction an X-factor equal to 0.5% to promote higher efficiency on internal Opex• Interim review: RAB and variable costs (2 years); assumptions on financial costs and taxation can be
modified every 2 years if there are "significant changes"
Back to Index
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent. 14
NETWORKS – GAS DISTRIBUTION TENDERS
• Tenders for the assignment of the gas distribution services have to be carried out only for ATEMs (Aree Territoriali Minime, i.e., Minimal Local Areas), which are clusters of municipalities(175 in the whole national territory) established by the Ministry for Economic Development
• The first tenders started in 2016 and the last ones are expected to close in 2019. Consequently the first service management contracts for ATEM will be active as of the second half of 2017• Each concession will be granted for 12 years
Our WorldRegulatory FrameworkBack to Index
(1) According to DL n.210/2015 converted into Law n.21/2016. In case the municipalities do not respect procedures to start gas auctions, Regional governments would take substitute powerPublic tenders deadline could be delayedSources: A2A internal elaboration based on Utilitalia data
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
ACQUISITIONS & DISPOSALS - TRACK RECORD
Our WorldMajor Transactions
Back to Index
15
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
2017-2021 STRATEGIC PLAN IN A NUTSHELL
Our WorldStrategic PlanBack to Index
Strategic Plan Guidelines
16
RELAUNCHGrowth in environment,
smart networks and energy services
Focus on low-riskbusinesses
Active role in the energymarket transformation
Flexible fleet to serveshortening EU markets
Re-alignmentwith EU Winter Package
Development by adjacencies
REGENERATION RESHAPEBuying options
in smart cityand green economy
From pilot projectsto market solutions
FOCUS TRANSFORM
Waste, Retail and Networks to lead the growth
More options for generation and a more conservative energy scenario
Resilience of net income growth to commodity prices
Dividend target of 7.5 €cent in 2019 confirmed
Positive free cash flow generation with increasing Capex and dividends
Key takeaways 2017-2021 NO LONGERA GEN.CO.
Growth mainly driven by non-generation
businesses
Higher option value from generation
assets and Winter Package
Strong CAPEX increase in regulated/
quasi-regulated markets
Annual investments 50% higher than past three
years’ average
Further optimization from operational
excellence
Local aggregations, M&A, RES/DER
and other projects to strengthen A2A
positioning and to mitigate risk
Updated Project Pot
BOOST IN BUSINESSES
WITH PROVEN TRACK RECORD
ROOM FORUPSIDES
OUR FUTURE IS SUSTAINABLE, GREEN, OPEN, SMART
ACCELERATE
DISCIPLINE DIALOGUE DIGITALOperational excellence
project adoption
Further deleveraging, withhigher Capex and DPS
Dividend target of 7.5 €cent in 2019 confirmed
Extension of multi-stakeholder forum and territorial sustainability reports
Sustainability targetin management MBO
People: ageing policy, welfare, managerial development, talent
management, employer branding
Further Business Unitsprocess digitalization
New HR ERP
Strong fiber development
New IT and digital services to municipality
Strong investments in automation
A2A: what kind of company going forward?
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
2017-2021 STRATEGIC PLAN - MAIN TARGETS
Our WorldStrategic PlanBack to Index
17
1,135*
1,3801,380
66
422
263
141
268
78 51 3434 6
31 12
97
457
341
192
301
22%
13%
2017 WASTE ENERGYRETAIL
NETWORKSAND
DISTRICTHEATING
GENERATION & TRADING
SMART CITY
EPCG OTHER 2021 2021REGULATED /FREE MKT MIX
REGULATED
QUASI REGULATED
MERCHANT LOW VOLATILITY
MERCHANT HIGH VOLATILITY
OTHER
EPCG
NETWORKS
GENERATION & TRADING
WASTE
ENERGY RETAIL
SMART CITY
BYBU
BYMIX
+245
- 34- 22
8
14
€M
30%
35%
* Central value of the range 1,120 €M – 1,150 €M considered as the reference value for EBITDA 2017
M&A
DEVELOPMENT
MAINTENANCE
MANDATORY
2017 - 2021TOTAL CAPEX
2,750
3%
57%
36%
5%
2017 - 2021TOTAL CAPEX
2,750
9%
47%
25%
8%
6%
1%
2%
GEN.& TRADING
RETAIL
WASTE
DISTRICTHEATING
NETWORKS
CORPORATEEPCG
1% SMART CITY
2017 - 2021TOTAL CAPEX
2,750
12%
34%
1%
53%
MERCHANT
MERCHANT LOW VOLATILITY
QUASI REGULATED
REGULATED
€M
2017-2021EBITDA
2017-2021CAPEX
Other 2021 targets:• Net Income 470 €M • Net Financial Position 2.5 €Bn
(1.8x NFP/EBITDA)
@More in-depths and documentsavailable on A2A website.Strategic Plan: https://www.a2a.eu/en/investors/presentations-conference
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
INDEX
Our Results Our ResponsibilitiesOur World
@
Consolidated Results- Consolidated Income Statement 19- Capital Employed and Sources of Financing 20- Consolidated Balance Sheet 21- Consolidated Net Financial Position 22- 2016 Quarterly Accounts 23
Operating Results- Environment 24- Energy Retail 25- Networks and Heat 26- Generation & Trading 27- Other services and Corporate 29
- Foreign (EPCG) 30
Debt- Financial Strategy 31- Group Debt Structure 32- Bonds and EMTN Programme 33
Risk Management- A2A Group Risk Management 34
18
More in-depth, updates and documents available in the following website sections• Operating and Consolidated results: https://www.a2a.eu/en/investors/financial-reports• Debt: https://www.a2a.eu/en/investors/debt• Risk Management: https://www.a2a.eu/en/investors/strategy
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Our ResultsConsolidated Results
CONSOLIDATED INCOME STATEMENT
Note: Group net income adjusted for the impact ofextraordinary items: 2016 = 377 €M; 2015 = 278 €M;2014 = 175 €M; 2013 = 156 €M; 2012 = 116 €M;
Back to Index
19
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Scope of consolidationThe consolidated Annual Financial Report at 31/12/2016 includes the figures ofthe parent A2A S.p.A. and those of the subsidiaries over which A2A S.p.A. exerciseseither direct or indirect control, even if the holding is less than 50%. In addition,companies in which the parent exercises joint control with other entities (jointventures) and those over which it has a significant influence are consolidatedusing the equity method.Changes in the scope of consolidation• Following the purchase by Aprica S.p.A. on 20/04/2016, of the 64% of the
investment in LA BI.CO DUE S.r.l., a company active in urban waste services inthe Province of Brescia, the latter was fully consolidated at 31/12/2016. Inaccordance with the provisions of IFRS 3, at 31/12/2016, the Group completedthe Purchase Price Allocation process, allocating to the portfolio of clients thedifference between the amount transferred, measured in accordance with IFRS3, and the net fair value attributed to assets acquired and liabilities undertaken.
• On 20/07/2016 A2A Ambiente S.p.A. finalized the acquisition of 100% of RI.ECO-RESMAL, Group active in the collection, sorting and recovery of waste in thehinterland of Milan; the latter has been consolidated with the line-by-linemethod and the Annual Report at 31/12/2016 reflects the Purchase priceallocation activities, following which the difference between the price paid andtransferred, valued in accordance with IFRS 3, and the net fair value attributedto the assets acquired and liabilities undertaken of RI.ECO-RESMAL wasallocated entirely to the portfolio of clients of the acquired perimeter on thedate of first consolidation.
• Following the purchase by A2A S.p.A., which was finalized on 05/08/2016, of51% of the investment in the Lombardy multi-utility LGH, at 31/12/2016, thelatter was fully consolidated. Based on the provisions of IFRS 3, in the AnnualReport at 31/12/2016, the transaction was accounted for by fully allocating thedifference between the price paid and fraction of Equity of LGH on the date offirst consolidation to the item Goodwill pending the completion of PurchasePrice Allocation.
• On 20/10/2016, the acquisition was finalized of 75% of the share capital ofConsul System S.p.A., the main independent Italian ESCo (Energy ServiceCompany), with the aim of creating operational synergies and developing newproducts and services; as a result of this transaction, the Group obtained controlof the company and therefore at December 31, the latter has been fullyconsolidated. At 31/12/2016, the Purchase price allocation activity was notcompleted as required by IFRS 3 and in the Annual Report, the differencebetween the price paid and fraction of Equity of Consul System S.p.A. wasentirely attributed to Goodwill.
• Lastly, the shareholding held by A2A Ambiente S.p.A. in Bellisolina S.r.l.,previously fully consolidated, was reclassified to the item “Non-current assetsheld for sale”, in anticipation of its sale, which was finalized in late January2017.
Our ResultsConsolidated Results
CAPITAL EMPLOYED AND SOURCES OF FINANCING
(1) Net of balances included in net financial position
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20
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Our ResultsConsolidated Results
CONSOLIDATED BALANCE SHEET
(1) Book values on A2A Separate Financial Statements at 31 December 2016(2) At their general meeting on 17 July 2014, EPCG shareholders approved a share capital increase arising from
the conversion of the company’s tax liability. As a result, A2A shareholding decreased to 41.75%, with novariations in A2A rights to manage the company as established in the agreements signed in 2009
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21
At 31 December 2016 A2A S.p.A. reserves available for distribution to shareholders amounted to 214,940,217 euro, of which to fiscal moderate suspension equal to euro 124,783,022.
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Business outlook for operationsThe year 2017 started with market conditions(energy scenario, average temperatures) generallysatisfactory in spite of the scarce water resources,both in Italy and in Montenegro. On April 3, thecompany presented the 2017-2021 Business Plan tothe public that, despite the continuity of strategicdirection with previous plans, has introducedimportant changes, most notably the acceleration ofinvestments in the Environment and NetworksBusiness Units aimed at transforming A2A into amulti utility oriented more to the provision ofservices to local communities and less toconventional electricity generation. The execution ofthe Strategic Plan will be the main commitment ofthe company, expected during the year also uponrenewal of the Board of Directors and company TopManagement, whose expectations regarding theeconomic-financial performance for the year aregood: EBITDA is expected to range between 1.12 and1.15 billion euro (down from 2016, year howeverfavoured by more than 120 million euro of non-recurring income) ensuring a net profit in line with orhigher than as reported in 2016.Update after Q1 2017 ResultsThe favourable trend of the energy scenario recordedin Q1 2017, and more specifically in the month ofJanuary 2017, led to a considerable increase in theresults expected in the Generation and TradingBusiness Unit. This improvement, compared to theexpectations contained in the new BP announced byManagement in April, allows greater optimism forthe financial results of the year – with a forecastEBITDA ranging between 1,170 and 1,190 millioneuros. The improved operating profitability, net ofthe tax effects, is also expected to have an impact onthe net profitability.
Mandate for the legal audit of the accounts for theyears from 2016 to 2024The AGM called On 11 June 2015 the AGM conferred themandate for the legal audit of the accounts for the yearsfrom 2016 to 2024 to Reconta Ernst & Young S.p.A..
Our ResultsConsolidated Results
CONSOLIDATED NET FINANCIAL POSITION
(1) The net result is stated excluding gains on the disposal of shareholdings.(2) Net of balances with contra-entry in equity
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22
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Our ResultsConsolidated Results
2016 QUARTERLY ACCOUNTSBack to Index
23
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Our ResultsOperating Results
DescriptionThe Environment Sector comprises the activities relating to the entire waste management cycle. These activities are briefly described below:• Collection and street sweeping: street cleaning and the collection of waste for transportation to its destination;• Treatment: an activity that is carried out in dedicated centers to recover or convert the waste in order to make it suitable for the recovery
of materials;• Disposal: this involves the final disposal of urban and special waste in combustion plants or landfills, where possible recovering energy
through waste to energy or the use of biogas.
ENVIRONMENTOPERATING REVIEW
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24
(1) Investments in 2016 do not include the price paid for the acquisition of the investments in RI.ECO, RESMAL and LA BI.CO DUE for approximately 23 million euro.(2) Quantities at the plant entranceOther notes – LGH: it is noted that the figure of FTE refers to the average of the reporting year, while labour costs are related only to the five months of consolidation (from August 2016).
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Our ResultsOperating Results
DescriptionThe activities of the Commercial Business Unit Sales are aimed at the retail sale of electricity and natural gas to customers in the free marketand sale to customers served under protection scheme.
ENERGY RETAILOPERATING REVIEW
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25
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
DescriptionThe activities of the Networks and Heat Business Unit mainly consists of the technical and operational management of networks for thedistribution of electricity, the transport and distribution of natural gas and the management of the entire integrated water cycle (water captation,aqueduct management, water distribution, sewerage network management, purification). It is also aimed at the sale of heat and electricityproduced by cogeneration plants (mostly owned by the Group), through district heating networks and ensures the operation and maintenance ofcogeneration plants and district heating networks. Also included are activities relating to the management service of third-party heating plants(heat management services), public lighting, traffic regulation systems, the management of votive lights and systems design services.
Our ResultsOperating Results
NETWORKS AND HEATOPERATING REVIEW
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26
(1) Investments in 2016 do not include the price paid for the acquisition of the shareholdings in Consul System S.p.A. for approximately 15 million euro.
(2) Figures include the production of Lamarmora, Famagosta, Tecnocity and other plants(3) Figures include heat production of WTE plants and Cassano thermoelectric plantOther notes – LGH: it is noted that the figure of FTE refers to the average of the reporting year, while labour costs are related only to the five months of consolidation (from August 2016).
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Our ResultsOperating Results
DescriptionThe activities of the Generation and Trading Business Unit are related to themanagement of the generation plant portfolio (total installed capacity of8.8GW) of the Group.• The “Generation” sector has the specific goal of maximizing plant
availability and efficiency, minimizing operating and maintenance (O&M)costs.
• The “Trading” sector has the task of maximizing the profit from themanagement of the energy portfolio through the purchase and sale ofelectricity, fuel (gaseous and nongaseous) and environmental certificateson domestic and foreign wholesale markets. The Trading Business Unitalso includes the activity of trading on domestic and foreign markets ofall energy commodities (gas, electricity, environmental certificates).
GENERATION & TRADINGOPERATING REVIEW
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This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
(1) Equal to the ratio between reserve and requirement. Percentage calculated by using higher reservebetween winter and summer periods. For 2016 the ratio is calculated using requirement and reserve atthe requirement peak (12 July 2016).
(2) The yearly figures refer to the thermal year(3) Italian National Price of the electricity(4) CCGT Gas Cost based on gas at virtual trading point (PSV) with 51% efficiency (previously 53%). The
figures include transport costs.(5) GC - average system cost until 2015, Feed-in tariff value as of 2016(6) Spark spread net of environmental costs (GC + CO2)(7) Dark spread net of environmental costs (GC + CO2). The environmental costs for a coal plant are equal
to: 1.4 €/MWh (2012); 8.52 €/MWh (2013); 8.1 €/MWh (2014); 7.5 €/MWh (2015); 5.3 €/MWh (2016).Coal plants efficiency is equal to 35%. The figures include logistics costs.
GENERATION & TRADINGSCENARIO
Our ResultsOperating Results
Prices and marginsOffer and Demand
Note: the electricity installed capacity figures refer to a gross capacitySources: Terna, Snam and ISTAT
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This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Our ResultsOperating Results
DescriptionThe following is a brief description of the activities carried outby this sector:• Corporate: guidance, strategic direction, coordination and
control of industrial operations, as well as services tosupport the business and operating activities (i.e.administrative and accounting services, legal services,procurement, personnel management, informationtechnology, communications etc.) whose costs, net ofamounts recovered from accrual to individual business unitsbased on services rendered, remain the responsibility of theCorporate;
• Other services: activities relating to video-surveillance, datatransmission, telephony and internet access services.
OTHER SERVICES AND CORPORATEOPERATING REVIEW
Note on accounting standardsThe annual report of the A2A Group at December 31, 2016 has been prepared in accordance with the International Financial Reporting Standards (IAS/IFRS) issued by the International AccountingStandard Board (IASB) and approved by the European Union.Given the fact that the reporting standars has been undergoing many changes, figures reported in the past may differ from the ones you find here - which reflect the latest version of IAS/IFRS. You findmore detailed explanations in the published reports.
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(1) Including A2A Smart City (EBITDA equal to 6 €M)Other notes: LGH: it is noted that the figure of FTE refers to the average of the reporting year, while labour costs are related only to the five months of consolidation (from August 2016).
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Our ResultsOperating Results
DescriptionThe Business Unit includes the activities carried out by the investee company Elektroprivreda Crne Gore AD Nikšic ' (EPCG) in relation to theproduction and sale of electricity in Montenegro and the operational technical management of the related electricity distribution networks.
FOREIGNOPERATING REVIEW
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(1) 2015 figure includes asset write-downs equal to 246 €M as a consequence of the Impairment Test.
(2) Technically 2015 write-downs were recorded as an adjustement to consolidated accounts.Figures
(3) Data net of distribution losses
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This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
FINANCIAL STRATEGY
Our ResultsDebt
FLEXIBILITY• provide the Company with the right instruments to take potential
market opportunities, in a prompt and efficient way
DIVERSIFICATION• optimize financial sources and assess/select at any time the most
economical and/or best available
LIQUIDITY• maintain an adequate liquidity cushion in terms of cash and
available committed lines to cover planned cash outlays and absorb low-probability events
RISK MANAGEMENT• manage in a proactive way the interest risk with the main purpose
to mitigate the effects of market volatility
1.
2.
3.
4.
A2A financial strategy is focused on debt and cost reduction, while maintaining a high average debt duration and adequate financial flexibility
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This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
GROUP DEBT STRUCTURE
• Total gross debt: 3.8 €Bn• Average cost of debt: ∼3.5%• Average maturity: 5.4 yrs• 1.1 €Bn liquidity position, of which:
- 0.4 €Bn cash- 0.7 €Bn undrawn committed lines and loans
STATISTICS RELATIVE TO DEBT AT 31/12/2016
Our ResultsDebt
DEBT BREAKDOWN
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CURRENT CORPORATE CREDIT RATING
Standard & Poor’s
BBB/A-2
Outlook Stable
Moody’s
Baa3
Outlook Stable
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This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
BONDS AND EMTN PROGRAMME
(1) Date from which interest is paid; (2) Last date on which interest accrues; (3) The current bond rating – where applicable, is different from the issue rating and is equal to the M/L term rating assigned to the Company by S&P and Moody’s.
Our ResultsDebt
• On 19 September 2012 the Management Board of A2A approved the adoption of a Bond Issue Programme (Euro Medium Term Note Programme) for amaximum amount of 2 billion euro, listed on the Luxembourg Stock Exchange
• On 6 November 2014 the Board of Directors of A2A approved and authorised the update of the Programme and the increase of the total amount of notes whichmay be issued thereunder to 4 billion euro. The Board authorized the issue of notes up to an aggregate amount of Euro 1 billion, by December 31, 2016
• On 10 November 2016 the Board of Directors of A2A approved a framework resolution for the issue of notes to be issued under the EMTN Programme in one ormore series or tranches, in one or more times, up to an aggregate amount of Euro 1 billion, by December 31, 2019
• The adoption of the EMTN is part of the A2A Group’s medium-term financial strategy, which is aimed at lengthening the average life of the Company’soutstanding debt and at maintaining an adequate financial flexibility in order to efficiently manage the future debt maturities, to support the Company’s rating
• The bonds to be issued on the basis of the Programme are placed to institutional investors• Euro Bonds 2025, 2022, 2021 and 2019 and Private Placements 2023 and 2024 were issued under the EMTN Programme
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This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
A2A GROUP RISK MANAGEMENT
Our ResultsRisk Management
The risk management model – process and activitesThe A2A Group has a risk assessment and reporting process which is based on the Enterprise Risk Management method(1) and on the best risk management practice, incompliance with the Corporate Governance Code as updated by Consob in 2014. The model, operative since 2010 and far from being a static reference, is subject to periodicrevision consistent with the evolution of the Group and the context in which it operates. The methodology adopted is characterized by the following steps:
1. Regular identification and the updating of the risks to which the Group is exposed2. Risk assessment process carried out through the involvement of all Group structures, risk owners and risk controllers, which includes:
• update of risk scenarios (specific events in which risk can materialize) related to activities• risk scoring , based on the probability of occurrence and the impact on the life of the Group (quali-quantitative measurement)• establishment of the relative controls and mitigation plans
3. Definition of risk priorities and risk reporting submitted to the top management for approval4. Balance sheet disclosure
ObjectivesThe methodology adopted is modular and leverages on the fine-tuning of the experience gained and methods of analysis used: on the one hand, it aims to develop the riskassessment further with specific reference to the consolidation of the mitigation process and on the other to develop and integrate risk management activities in businessprocesses. This evolution is carried out consistent with the gradual increase in the awareness of management and the business structures about risk management issues,achieved among other things through the use of specific training support provided by Group Risk Management.
(1) This method followsthe framework set by theCommittee of SponsoringOrganizations of theTreadway Commission(CoSO report)
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OR
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This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
INDEX
Our Results Our ResponsibilitiesOur World
@
Sustainability
- A2A Commitment to Sustainability 36
- A2A Sustainability plan goals 37
- Main Statistics and Performances 38
Research and Innovation
- Research and innovation projects 39
Corporate Governance
- Traditional Governance Model 41
Investors
- A2A shareholding structure 42
- Stock Exchange – A2A is one of the Blue Chips 43
- Dividends 44
- Shareholder information 45
35
More in-depth, updates and documents available in the following website sections• Sustainability: http://www.a2a.eu/en/sustainability/• Corporate Governance: https://www.a2a.eu/en/governance/• Investors: http://www.a2a.eu/en/investors/shares
https://www.a2a.eu/en/investors/publications-services/financial-calendar
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
A2A COMMITMENT TO SUSTAINABILITY TOSTRENGTHEN
Our ResponsibilitiesSustainability
36
Targets• Quantitative and
measurable KPIs• Medium to Long Term
Governance and Tools• Sustainability Policy • Integrated Report: A2A 2016 Integrated Report has been prepared in accordance with the Sustainability Reporting Guidelines of Global Reporting Initiative (GRI)
version G4, level «in accordance-core». The Report considers six forms of capital (Human, Financial, Relational, Intellectual, Manufacturing and Natural), in accordance with the International Integrated Reporting Council (IIRC) framework. The 2016 Integrated Report was approved by A2A AGM held in May 2017.
• Territory and Sustainability Committee: the Committee has the task to assist with information, advice and proposals the Board of Directors, the Chairman and CEO of the Group in defining guidelines, orientations and initiatives
• Code of Ethics• Organisation, Management and Control Model (according to 231/01 Law)• Policy for Quality, Environment and Safety and Systems for the Management of Quality, Environment and Safety
Sustainability in practice• Stakeholder Engagement: 240 engagement initiatives in 2016, with external
and internal stakeholders. The forumAscolto programme, the multistakeholderfeedback initiative launched by A2A in 2015 aimed at understanding the needsof the communities where it operates, continued in 2016
• Materiality Evaluation: A2A Group materiality matrix was updated• Sustainability Issues for Risk Management: Climate Change impacts• Investments for Sustainability: some examples Reconversion of the San Filippo del Mela plant in Sicily: world’s first “STEM”
thermodynamic solar plant Extraordinary maintenance of the Silla2 waste-to-energy plant: 15% increase in
thermal production Start-up of the new Giussago bioreactor Reduction of Heavy Fuel Oil (HFO) deposits Smart Metering project for smart gas meters Replacement of the lighting points with L.E.D technology almost completed in
Milan, Brescia, Bergamo and Cassano D’Adda Energy efficiency interventions on the integrated water cycle of Brescia Completion of the first stage of development of the 3 inter-connected macro
operating systems in Milan district heating networkA2A is a voluntary member of Global Compact, the UN initiative for the promotionof a culture of corporate citizenshipFor more, visit us @ http://www.a2a.eu/en/sustainability
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Piano Industriale 2015-2019
GOALS and TARGETS - 2030
ACTION and ENABLING DRIVERS - 2020
30 actions by 2020
GOALS and TARGETS 2030
ACTION and ENABLING DRIVERS - 2020
The sustainability policy and the 2030 commitments
SDG vs.
VALUE CHAIN
CIRCULAR ECONOMY
DECARBONIZATION SMART GRID AND SERVICES
PEOPLEINNOVATION
Develop a sustainable waste
management approach for the entire life cycle
Contribute to the achievement of the
national and European objectives
to reduce GHG emissions
Increase the reliability of grids and services by increasing
the investments in technological innovation
Actively contributing to community welfare and
improved working conditions
OUR2030PATH2030
10/17 goals
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
A2A SUSTAINABILITY PLAN GOALS
Our ResponsibilitiesSustainability
37
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CIRCULAR ECONOMY
DECARBONIZATION
SMART GRID AND SERVICES
PEOPLEINNOVATION
2016 results2020 goals
99.0%
67.0%
80.0%
56.2%
84%
98.86%Urban waste sent for recycling or energy recovery
Separated waste collection in the communities served
Impact of the recovery capacity of the material in the Group's plants on the urban waste collected
392.5
-234
1,260
Carbon intensity in electricitygeneration (gCO2/kWh)
CO2 avoided thanks to the extension of the district heating network (ktonnes/year)
Green electricity sold (GWh)
417
769
-161
The CSI Total in “multi-client of reference” surveys (CERVED DataBank) with a value never below
90%
customers with online A2A Energia services400,000
Million euro invested in the Smart City area10
268,818
1.9
92.4%
regional workshops with 30 actions to be implemented
inspections/year at the roadwork sites of the A2A Group
Target employees involved in SmartWorking projects
15
4,000
20%
2 workshop (11 actions)
1,406
5%
2020 goalalready achieved
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent. 38
(4) 2014 and 2015 figures have been modified due to a change in the calculation methodFrequency Rate = n° accidents x 1,000,000 : hours workedSeverity Index = n° days of absence x 1,000 : hours workedOccurence Rate = n° accidents x 1,000 : workers
MAIN STATISTICS AND PERFORMANCES
Our ResponsibilitiesSustainabilityBack to Index
* Restated figures
(1) 2014 Milan figures and Group totalIndex have been restated (update oftemporary data). Municipality of Comois included as of this year.
(2) Other municipalities in the Provinces ofBergamo, Brescia, Mantua, Milan andVarese. The index of collectioncalculated as weighted average
(3) Source: ISPRA
Note on consolidation of sustainabilitystatistics: EPCG, Consul System S.p.A.,LA BI.CO DUE S.r.l., the RI.ECO-RESMAL S.r.l. group and the LineaGroup Holding S.p.A. group areexcluded; Edipower data included asof 2013
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent. 39
RESEARCH AND INNOVATION PROJECTSFOCUS ON SMART GRIDS AND SMART CITIES
Our ResponsibilitiesResearch & Innovation
Smart Domo Grid
• Smart Domo Grid is a smart grid solution with demand/response functions that can allow for the interaction of the electricity gridwith the devices controlling household appliances and energy storage devices, taking A2A directly into the future of the “SmartCity”. In Brescia, the experimentation involved 21 families with new appliances, tools and training for their use
• The Smart Domo Grid project was co-financed by the Ministry of Economic Development, with A2A as project leader partneringthe Department of Energy of Milan “Politecnico” University and Whirlpool.
IDE4L (Ideal Grid for All)
• The Ide4l project is focused on the function of electricity networks, dealing with the matter of grid operative management withthe aim of improving quality of service, it integrates and manages the network of energy obtained from renewable sources. Theproject covers extremely technically complex areas: Congestion management, Distributed Energy Resource (DER) – DistributedGeneration (DG) integration, Power Quality and DER. Co-financed by the EU
• Projects for AEEGSI Resolution no. ARG/elt 39/10 are being completed as A2A has obtained the AEEGSI’s approval to carry out twopilot projects: the first regards a primary cabin in Milan (Lambrate) and the second a primary cabin in Brescia (Gavardo) withdifferent characteristics in the underlying network. Both set out to overcome the present limitations of the interface protection ofgenerators connected to the medium-voltage grid, to introduce innovative voltage regulation functionalities and, potentially, tocarry out local dispatch, only reporting summarized data to Terna of the production put into the MV grid.
• Co-financed by AEEGSI
Pilot projects promoted by the Energy Authority
• WFM (Workforce Management) focuses on the integration of the management of physical assets with the mapping system, alsousing GPS technology for the localization of facilities and operational teams available in the area, equipped with mobile devicesfor more effective and efficient management of operations.
• IDMS (Integrated Distribution Management System) is a significant step forward in the electricity grid management during theconduction and planning stages. Its primary objectives also include the interoperability between the multi-service room in Bresciaand the electrical control room in Milan, ultimately ensuring prompt disaster recovery between the two in the event ofunavailability of one of the two sites. IDMS will also oversee the management of the public lighting network (LED lighting) and thesupervision and control system, with the aim of reducing energy consumption.
WFM & IDMS network
managementsystems
S.C.U.O.L.A. (Smart Campus as Urban Open Labs)
• New Energy Manager System optimizing energy consumption in presence of renewable energy production and storage andinnovative smart electric veichles’ charger integration
• Energy demand/response function between final users and DSO;• Energy buildings real-time data collection for statistic analysis and final user awareness• Prototype of hybrid photovoltaic panel producing electricity and heat (testing energy storage integration)• Co-financed by Regione Lombardia. Project and technological partners: Politecnico of Milan, University of Brescia, ADB, Italdata,
GFM Net, Coster, CPL Concordia, SIEL, CEL, LU-VE
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Networks & Heat
Corporate
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent. 40
Our ResponsibilitiesResearch & Innovation
B.S.L. (Brescia Smart Living)
• Design and development of an innovative smart city architecture: new telecommunication hybrid network for Internet of Things;data collection from smart meters and smart sensors indoor and outdoor; smart lighting; smart gas meter with innovative features;Integrated home energy management services; platforms providing info and services at city, district, end user level; services forsecurity and safety of operators, for monitoring and support fragile people.
• Co-financed by the Ministry of Education, Universities and Research. Academic Partners: Enea, University of Brescia. IndustrialPartners: ST Microelectronics, Beretta, Cavagna, TeamWeare, FGE, Iperelle, Cauto
E-Moving project – Electric Car
• Development and field test of a public and private electric vehicles charging infrastructure mainly in Milan and Brescia Chargingservices for final user and support to car sharing that use electrical vehicles (provided by Renault)
• Charging points actually activated : 100 public, 150 private. About 600 final users involved• In May 2016 A2A, in collaboration with Nissan, opened in Milan the widest Italian Fast Charge Network: 12 poles able to charge up to
50 kW DC (Chademo/Combo) and 22 kW AC
• Digital and data driven program to overcome some of the key environmental challenges facing Cities: carbon emissions frombuildings and transport and air quality. The objectives are 1) actively engage citizens in the development of mechanisms ofparticipation 2) co-design solutions for the retrofit of buildings 3) the integrated management of energy systems, 4) electric mobility5) the new services linked to smart lighting. IT platforms will be developed to gather information from the field and turn them intoservices to citizens.
• Co-funded by H2020 program. Total budget around € 28M. 34 Partners led by The Greater London Authority. A2A participates in withUnareti and A2A Smart City. Core cities: Milan, London and Lisbon. Follower cities: Bordeaux, Burgas and Warsaw.
Sharing Cities
Home to the charging of electric quadricycles, video surveillance services, Wi-Fi, info points and LED lighting. A2A has sponsored andsupported the installation of these new infrastructures within the city of Milan also to promote private electric mobility and car-sharing.
Digital Islands
E-Waste
• The specific objective of the project was the optimization of recycling of WEEE (Waste Electrical and Electronic Equipment) andincrease of the amount of rare earth and precious metals from the waste collected. The project involved the re-definition of logisticscycles of recovery and use and improvement of existing plants combined with the definition of new treatment technologies.
• Partnership between A2A Ambiente/Amsa and the companies Tecnochimica S.r.l., RE.MEDIA, Stena Technoworld S.r.l., S.E.VAL. S.r.l.,Gaser San Giuliano S.r.l., the research bodies of Politecnico di Milano and Cefriel, in collaboration with the Municipality of Milan andthe Municipality of San Donato Milanese.
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Corporate
Corporate & Smart City
Environment
RESEARCH AND INNOVATION PROJECTSFOCUS ON SMART GRIDS AND SMART CITIES
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Our ResponsibilitiesCorporate Governance
(1) As per Code of Self-Discipline by Borsa Italiana. All directors except from the Chairman and the Chief Executive Officer are independent as per Article 148 of the Consolidated Financial Act (T.U.F.); (2) The three Committeesare pursuant to the guidelines defined by the “Corporate Governance Code” by Borsa Italiana; (3) All members are independent as per Code of Self-Discipline by Borsa Italiana.
Effective auditors(3)
Giacinto Sarubbi(Chairman)
Maurizio Leonardo LombardiChiara Segala
Substitute AuditorsSonia Ferrero Stefano Morri
TRADITIONAL GOVERNANCE MODEL (AS OF 13 JUNE 2014)
Current Board in charge until 2020 AGM Current Board in charge until 2020 AGM
Board of StatutoryAuditors
The 2017 AGM established the following annual remuneration:• for each member of the Board of Directors (80 €k);• for the Chairman of the Board of Statutory Auditors (130 €k) and for the Effective Statutory Auditors (80 €k).The Board of Directors decided remuneration for the top positions:• a fixed remuneration for the Chairman, the Deputy Chairman and the CEO for their responsibilities;• a variable short-term remuneration for the CEO related to the achievement of the objectives assigned.
Further details are shown in the Report on Remuneration
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This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
A2A SHAREHOLDING STRUCTURE AT DECEMBER 31, 2016
Institutional investors: 33.8% of share capital
Geographic breakdown of the institutional investors:
• UK 25.2%
• Luxembourg 18.1%
• USA 17.5%
• Italy 17.1%
• France 7.2%
• Germany 2.5%
A2A SHAREHOLDING STRUCTURE
- Share capital: 3,132,905,277 shares with a par value of 0.52 euro each
- Market cap: 3,853 €M
- Treasury shares: 23,721,421, equal to 0.76% of the share capital
All shares are voting shares, although - as laid down in art. 9 of by-laws -no individual shareholder other than the Municipality of Milan and theMunicipality of Brescia may hold an equity interest exceeding 5% of theshare capital. Should such ceiling be exceeded, the voting right attached tothe shares held in excess of 5% of the share capital may not be exercised.
3-year new Shareholding Pact between Brescia and Milan Municipalitieswas signed on 1 February 2017. The Pact regards 42% of A2A sharecapital.
Retail investors: 12.9% of the share capital
Geographic breakdown:
• Italy 99.8%
• Foreign: 0.2%
57.8% of retail investors are in Lombardy, the region where historically A2A hasbeen more active. Investors from the provinces of Milan and Brescia ownrespectively 26.3% and 12.9% of the total retail shareholding.
The above-mentioned information derives from an internal analysis based on the shareholders register data - updated at 22 June 2016 (i.e., dividend payment date) and classified by the provider.
Number of shareholders: about 82,500
Our ResponsibilitiesInvestorsBack to Index
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0.8%
3.1%
25.0%
25.0%
46.1%
100.0%46.1%
53.9%
Free Float
Municipality of Milan
Municipality of Brescia
Norges Bank
A2A S.p.A. (treasury shares)
46.1%Total
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
60
65
70
75
80
85
90
95
100
105
110
A2A FTSE MIB EURO STOXX UTILITIES
0
20.000.000
40.000.000
60.000.000
80.000.000
0,70
0,80
0,90
1,00
1,10
1,20
1,30
1,40
Vo
lum
es
€/s
har
e
Volumes (right-hand scale) Price
Our ResponsibilitiesInvestors
STOCK EXCHANGE - A2A IS ONE OF THE BLUE CHIPS
A2A vs FTSE MIB and EURO STOXX UTILITIESA2A in 2016
(Prices 30 December 2015 = 100)
A2A 2016 figures (Borsa Italiana)
Market capitalisation at December 31, 2016: € 3,853 m
Average capitalisation: € 3,685 m
Average volumes: 11,140,269
Average price: 1.176 €/share
Maximum price: 1.287 €/share
Minimum price: 0.956 €/share
Number of shares: 3,132,905,277
A2A stock is also traded on the following platforms: Chi-X, BATS, Turquoise,Equiduct, Sigma-X, Aquis, BOAT OTC, LSE Europe OTC, BATS Chi-X OTC
Moreover, A2A has been included in the EthibelExcellence Investment Register and in the EthibelPioneer Investment Register.
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This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
Our ResponsibilitiesInvestors
DIVIDENDS
Dividend PolicyThe 2017- 2021 Strategic Plan confirms a dividend policy based on sustainable growth (DPS at around 7.5 euro cents in 2019 and a minimum 60% pay-out ratio in the following years).Dividend taxationDividends no longer attract any tax credit and, depending on who the recipient is, they may be subject to withholding tax at source or, in part,contribute towards taxable income.
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(1) Dividend Yield calculated on annual average share price (2) Pay-out calculated on ordinary income (net of non-recurrent items)
With reference to year 2016, the Shareholders' Meeting approved the distribution of an ordinary dividend of 0.0492 euros for each ordinary share in circulation (corresponding to paid dividends of approximately 153 million euros), up by around 20% compared to the previous year, entirely taken from 2016 A2A S.p.A. net income.
This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.
SHAREHOLDER INFORMATION
Shareholders’ meetingsAs laid down in A2A by-laws, the company holds one compulsory Shareholders’General Meeting per year. The Annual General Meeting is called by the Board ofDirectors within 120 days (or 180 days under certain circumstances) of the end ofthe fiscal year. With reference to the procedures for the AGM call, please refer toA2A By-laws and Corporate Governance section of the company website (i.e.,Shareholders’ Meetings). This section also contains all relevant documents for theAGM.
American Depositary ReceiptsA2A American Depositary Receipts (ADRs) are traded on the US Over The Countermarket (OTC) under the symbol AEMMY. Three unsponsored ADR programs werelaunched by Deutsche Bank (2008), BNY Mellon (2008) and Citibank (2014)respectively. In all cases, one ADR represents five A2A ordinary shares. Furtherdetails are available at websites www.adr.com and www.sec.gov.
A2A Investor Relations policy• Main goal: promote and support the correct knowledge and valuation of the
A2A stock by the financial community, through a communication which isactive, transparent, well-timed, constant, correct and not discriminatory
• Core activities:- hold regular meetings (one-to-one and group meetings) with the financial
community in Italy and abroad- arrange conference calls with the management at the time of the release of
the Group results- organize International roadshows with the top management for the
presentation of important strategic developments• Blackout period: during the 15 days before the release of the financial resultsThe IR department is not in charge neither of comments about A2A performancein the Stock Exchange, nor of financial advice about the investment in A2A.
DocumentationAnnual Reports, Quarterly and Interim Reports, Sustainability Reports, CorporateGovernance Report and Report on remuneration are available on our website(www.a2a.eu ). They may also be obtained, on request, from the Company Secretaryat the company’s registered office or through e-mail at [email protected] .
Our ResponsibilitiesInvestors
Additional InformationAdditional information about A2A is available at www.a2a.eu. Share priceinformation, previous Annual Reports and Interim Accounts, press releases and otherrelevant information can be found in the Investor Relations section of that site.Comments and suggestions are welcome (email: [email protected]).
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A dividend relating to the financial year 2016 may be payable from 24 May 2017, with ex-dividenddate 22 May 2017 (record date 23 May 2017)