A2A – LGH Partnership

Massimiliano Masi – CEO of Linea Group Holding

July 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.

GEOGRAPHICAL PRESENCE AND ACTIVITIES

Generation (Traditional)

Generation (Renewable)

Cogeneration

Waste-to-energy

Other waste plants

Assets

Sizable presence in Lombardy

Hydro

Biomass

Biomass

Photovoltaic

Hydro

Hydro

LGH 2016 EBITDA BY BUSINESS

LGH KEY NUMBERS

A2A LGH

GEOGRAPHICAL PRESENCE

• 250 Municipalities served• 1 Million inhabitants served• Second largest Multi-utility in Lombardy• 265k PDR in Gas Distribution• 45k Pod in Electricity Distribution• Over 600k inhabitants served in collection• 280k customers in Gas and Electricity Sale

2

District Heating

34%

24%7%

25%

11%

ENVIRONMENT

NETWORKS

DISTRICT HEATING

ENERGY RETAIL

GENERATION (RES) & TRADING

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.3

MAIN ASSETS - ENVIRONMENT

3

2

76

4 5

1

2

3

COLLECTION

TREATMENT

DISPOSAL

Areas Inhabitants(#)

Cremona 82 k

Lodi 136 k

Rovato 177 k

Fombio 34 k

Crema 167 k

Type Location Capacity (kt/y)

1 WTE Lomellina 380 kt/y

2 WTE Cremona 70 kt/t

3 Selection Coccaglio (BS) 60 kt/y

4 Selection Fombio (LO) 59 kt/y

5Special Waste Treatment

Crema (CR) 90 kt/y

Type Location

6 Landfill Augusta (SR)

7 Landfill Grottaglie (TA)

1

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.4

MAIN ASSETS - NETWORKS, HEAT & ENERGY RETAIL

124

3

2 HEAT

1 NETWORKS

3 ENERGY RETAIL

Type LocationInstalled Capacity

(MWt)

1 DH Network Cremona (CR) 160

2 DH Network Lodi (LO) 41

3 DH Network Rho (MI) 33

4 DH Network Crema (CR) 30

Asset Location # PoD

Electricity Networks Cremona ~45 k

Type # PdR

Gas Networks ~265 k

Type # Custormers

Gas and Electricity >280k

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.5

6

7

10

138

1

2 345

11

14

17

1819

912

1615

MAIN ASSETS – ELECTRICITY GENERATION

Type LocationInstalledCapacity

(MWe)

BusinessUnit

1 Run-of-river Hydro Plant Mazzunno (BS) 11.7

Generation

2 Run-of-river Hydro Plant Darfo (BS) 11.4

3 Run-of-river Hydro Plant Resio (BS) 12.8

4 Run-of-river Hydro Plant Lozio (BS) 0.9

5 Run-of-river Hydro Plant Corna (BS) 0.7

6 Photovoltaic Cremona (CR) 0.5

7 Biogas Castrezzato (BS) 1

Environment

8 Biogas Malagnino (CR) 1.7

9 Biogas Provaglio d' Iseo (BS) 1.7

10 Biogas Augusta (SR) 1.7

11 Biogas Ragusa (RG) 1

12 Biogas Rovato (BS) 2.5

13 Biomass Plant Cremona (CR) 1

14 Biomass Plant Rodengo Saiano (BS) 1

15 Cogeneration Plant Cremona (CR) 13

Heat

16 Cogeneration Plant Crema (CR) 6

17 Cogeneration Plant Lodi (LO) 4

18 Cogeneration Plant Rho Nord (MI) 2.8

19 Cogeneration Plant Rho Sud (MI) 1

TOTAL 76.4

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.

565

-355

210

Net InvestedCapital

NFP Equity

514

74

6

Revenues EBITDA EBIT

6

LGH - MAIN FINANCIAL HIGHLIGHTS AND PEER COMPARISON

LOCAL UTILITIES:

2015

EBITDA

(€M)

LINEA GROUP HOLDING:

2016 FIGURES (€M)

● Multi-utility● Water Cycle● Environment● Generation

LGH: 2nd multi-utility in Lombardy9th multi-utility in Italy

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.7

DEVELOPMENT DRIVERS

Networks

• Strong Growth in Gas distribution thanks to gas tenders

• DH developmentthanks to saturationof current network potential

Waste Treatment

• Increased efficiencyand availability on Lomellina Plant

• Better flow management and integration with A2A’s existing and under development plants

• Price increases due to lack of availabilityof landfills

Waste Disposal

• Further developmentof Augusta and Grottaglie landfills

• Price increases due to lack of availabilityof landfills

Synergies

• Full potentialdevelopment of synergies with A2A according to «Multi-utility of the territories» model

LGH’s contribution to 2021 Group’sEBITDA up to 115 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.

PARTNERSHIP RATIONALE

Territorial leadership

Growth pole

Territorial investments

More quality & synergies

PARTNERSHIP CRITERIA PARTNERSHIP OPPORTUNITIES

• Optimization of the presence in Lombardy

• Financial, industrial and operative synergies

• Stronger positioning in all businesses

• Investments optimization

• 1st project of “Multi-utility deiTerritori” model

8

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.

EXPECTED SYNERGIES

9

PROCUREMENT OPTIMIZATION

OPERATIONAL EFFICIENCY

Cost of Debt

~ 9 €M

~ 3 €M

~ 7 €M

EBITDA

Net Financial Expenses

15% vs. 2015 EBITDA15% vs. 2015 EBITDA

-~40% vs. 2015 Financial expenses

-~40% vs. 2015 Financial expenses

• Additional Contribution of ~19€M per year by 2020

• Low execution risk• Other potential upsides not

included• 7% Synergies in annual Capex

(Yearly data – fully on stream)

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.10

2017* 2018 2019 2020

PROCUREMENT OPTIMIZATION

OPERATIONAL EFFICIENCY

COST OF DEBT

24% 49% 74% 100%

43% 60% 73% 100%

- 45% 25% 100% 100%

Renegotiation costs Bond repayment

1 8 16 19

%

%

%

€MTOTAL

SYNERGIES

Call Center Internalization

Shipping and Energy Management Optimization

*2017 synergies include small components related to 2016

SYNERGIES TIME-TABLE

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.11

EXAMPLES OF SYNERGIES ALREADY ACHIEVED

PROCUREMENT OPTIMIZATION

OPERATIONAL EFFICIENCY

COST OF DEBT

2017

- Debt and cash management performed by A2A- Strong debt cost decrease- …

- Integration of sourcing policies between A2A and LGH:- Gas smart meter joint purchase- Technical equipment harmonization of waste collection

vehicles- Extension of maintenance and insurance contracts- …

- Commodity Upstream supply chain optimization- Job Rotation Policies- Waste Flow optimization- Net working capital management- Business process alignement ongoing- …

Synergy execution faster than expected

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.12

SHAREHOLDERS STRUCTURE

Way–Out Scenarios

• Three years after closing (2019), the parties, will determine the future of LGH giving priority to:

- a merger between A2A and LGH

or, alternatively

- the renewal of the Shareholders agreement

• The agreements also foresees additional safeguards for the Partners

SHAREHOLDERS AGREEMENT

The Agreement between A2A and the other LGH shareholders : 4-year duration and expires in 2020

2016 2017 2018 2019 2020

Expiry

GOVERNANCE AND FUTURE STEPS

SCS9%

Astem13% ASM Pavia

16%

Cogeme 31%

AEM Cremona 31%

A2A 51%

SCS 4%

Astem7%

ASM Pavia8%

Cogeme15%

AEM Cremona15%

PRE-DEAL POST-DEAL

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.

Annexes

13

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.

MAIN OPERATING DATA

Total Electricity Production ~0.4 TWh

Total Heat Production~0.3 TWht

14

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent.15

BaseEquity Value

89.3

Earn-in

9.6

Earn-out

13.9

Total

112.8

Total

65.5

47.2

112.8

Cash

Stock

Earn-out

100%

27.2

Base Equity Value

Earn-in

175.2

18.8

MAXIMUM EQUITY VALUE 221.1

TOT. UPFRONT 193.9

51%

13.9

89.3

9.6

112.8

98.9

€M

€M

Most of the Earn-in/out will be defined by march 2019

TRANSACTION FINANCIALS

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 Investor Relations Team

Mail: ir@a2a.eu

Phone: +39 02 7720 3974

http://www.a2a.eu/en/investor/

CONTACTS AND IR PRODUCTS

a2a2017Investor Guidebook

InvestorDatabook(excel file)

Concise and thorough insight in the A2A Group in the form of a longpresentation divided into three main parts: Our World, Our Results and OurResponsibilities. The selected contents are all publicly available information,which you may find spread across a large number of Company documents

• Historical economic, financial and operational company data as of 2008 –on annual and quarterly basis

• Economic, financial and operational data useful for building A2A earningsmodel – 2015 FY reported and 2016-20 BP forecast

• Tables of the Investor Guidebook mainly relevant to a quantitative analysis

Periodic update service for investors

and analysts on the significant steps of

A2A Business Plan – such as relevant

investments, new projects,

achievements, contracts, agreements.

If you wish to subscribe to the service,

please visit A2A website at the

following link

http://www.a2a.eu/en/investor/overvi

ew/newsletter/

Brief and synthetic document that shows the highlights and the strengths ofA2A business model

Moreover A2A publishes the following documents in the Investor Library Section on A2A website:• Documents prepared by the Market Analysis, Modeling and Pricing Unit of A2A

- Overview of the Italian Energy Market (yearly basis)- Notes on energy and environmental markets (quarterly basis)

• Documents prepared by Divisional Managers of A2A- A2A Environment BU- A2A Networks & Heat BU- Main Regulatory Issues for Investors

Newsletter

Publications

The publications are available at the following link: http://www.a2a.eu/en/investor/guidebook/

a2a2017Company Profile

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 any part 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-looking information 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-looking statements 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 factors include, 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-looking statements are current only at

the date on which they are made.

16