A2a S.p.a.MIL: A2A

2024 Consolidated Financial Statements

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2024 Consolidated Financial Statements

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LIFE COMPANY

Consolidated financial statements

2024

these Financial Statements are available at the website gruppoa2a.it

Contents

Accounting statements

		2.1	General information	16
1.1 Consolidated balance sheet	6	2.2	Consolidated annual report	17
1.2 Consolidated income statement	8	2.3	Financial statements	18
1.3 Consolidated statement		2.4	Basis of preparation	19
of comprehensive income	9	2.5	Changes in international
1.4 Consolidated cash-flow statement	10		accounting standards	20
1.5 Statement of changes in Group equity	11	2.6	Scope of consolidation	23
1.6 Consolidated balance sheet		2.7	Consolidation policies and procedures	26
pursuant to Consob Resolution no. 17221		2.8	Accounting standards and policies	29

of the consolidated financial statements

Notes to the Consolidated financial statements

of March 12, 2010 12

1.7 Consolidated income statement pursuant to Consob Resolution no. 17221

of March 12, 2010 14

Business Units 45
Results sector by sector 46
Notes to the balance sheet 50
Net debt 82
Notes to the income statement 84
Earnings per share 94
Note on related party transactions 95
Significant non-recurring events
and transactions, pursuant to Consob Communication No. DEM/6064293
of July 28, 2006 100
Guarantees and commitments
with third parties 101
Other information 102

2 A2A Consolidated financial statements 2024

3		4
Attachments to the notes		Independent Auditors'
to the Consolidated		Report
financial statements
		151
3.1 1. List of companies included in the consolidated annual report	144

2. List of shareholdings
in companies carried at equity 148
3. List of holdings in other companies 149
Certification of the consolidated financial statements pursuant to article 154-bis, paragraph 5 of Legislative Decree

no. 58/98 150

This is a translation of the Italian original "Relazione finanziaria annuale consolidata 2024" and has been prepared solely for the convenience of international readers. In the event of any ambiguity the Italian text will prevail. The Italian original is available at the website

Consolidated financial statements

2024

Accounting statements of the consolidated financial statements

1.1

Consolidated balance sheet (1)

Assets


millions of euro	Note	12 31 2024	12 31 2023
Non-current assets
Tangible assets	1	7,517	6,643
Intangible assets	2	4,299	3,630
Shareholdings carried according to equity method	3	25	30
Other non-current financial assets	3	88	67
Deferred tax assets	4	549	464
Other non-current assets	5	130	138
Total non-current assets		12,608	10,972
Current assets
Inventories	6	316	319
Trade receivables	7	3,643	3,540
Other current assets	8	1,296	2,264
Current financial assets	9	32	33
Current tax assets	10	45	41
Cash and cash equivalents	11	1,549	1,629
Total current assets		6,881	7,826
Non-current assets held for sale	12	405	-
Total assets		19,894	18,798

(1) As required by Consob Resolution no. 17221 of March 12, 2010, the effects of relations with related parties in the separate financial statements are highlighted in the accounting statements and commented on in Note 39.

Significant non-recurring events and transactions in the separate financial statements are provided in Note 40 pursuant to Consob Communication DEM/6064293 of July 28, 2006.

Accounting statements of the consolidated financial statements


millions of euro	Note	12 31 2024	12 31 2023
Equity
Share capital	13	1,629	1,629
(Treasury shares)		-	-
Reserves	14	2,952	1,952
Result of the year	15	864	659
Equity pertaining to the Group		5,445	4,240
Minority interests		558	562
Total Equity		6,003	4,802
Liabilities
Non-current liabilities
Non-current financial liabilities	17	6,317	5,576
Employee benefits	18	214	237
Provisions for risks, charges and liabilities for landfills	19	854	828
Other non-current liabilities	20	347	335
Total non-current liabilities		7,732	6,976
Current liabilities
Trade payables	21	3,682	4,105
Other current liabilities	21	1,391	2,070
Current financial liabilities	22	955	775
Tax liabilities	23	120	70
Total current liabilities		6,148	7,020
Total liabilities		13,880	13,996
Liabilities directly associated with non-current assets held for sale	24	11	-
Total equity and liabilities		19,894	18,798

Equity and liabilities

Notes to the

Consolidated financial statements

Attachments to the

notes to the Consolidated financial statements

Independent Auditors' Report

1.2

Consolidated income statement (1)


millions of euro	Note	01 01 2024 12 31 2024	01 01 2023 12 31 2023
Revenues
Revenues from the sale of goods and services		12,570	14,492
Other operating income		287	266
Total revenues	26	12,857	14,758
Operating expenses
Expenses for raw materials and services		9,218	11,591
Other operating expenses		419	381
Total operating expenses	27	9,637	11,972
Labour costs	28	892	815
Gross operating income - EBITDA	29	2,328	1,971
Depreciation, amortization, provisions and write-downs	30	1,011	954
Net operating income - EBIT	31	1,317	1,017
Result from non-recurring transactions	32	5	2
Financial balance
Financial income		105	83
Financial expenses		218	222
Affiliates		2	-
Result from disposal of other shareholdings		-	(1)
Total financial balance	33	(111)	(140)
Result before taxes		1,211	879
Income taxes	34	319	199
Result after taxes from operating activities		892	680
Net result from discontinued operations	35	-	3
Net result		892	683
Minorities	36	(28)	(24)
Group result of the year	37	864	659
Result per share (in euro):
- basic		0.2759	0.2101
- basic from continuing operations		0.2759	0.2092
- basic from assets held for sale		0.0000	0.0009
- diluted		0.2759	0.2101
- diluted from continuing operations		0.2759	0.2092
- diluted from assets held for sale		0.0000	0.0009

Significant non-recurring events and transactions in the separate financial statements are provided in Note 40 pursuant to Consob Communication DEM/6064293 of July 28, 2006.

1.3

Consolidated statement of comprehensive income


millions of euro	12 31 2024	12 31 2023
Net result of the year (A)	892	683
Actuarial gains/(losses) on Employee's Benefits booked in the Net equity	15	3
Tax effect of other actuarial gains/(losses)	(6)	(1)
Total actuarial gains/(losses) net of the tax effect (B)	9	2
Effective part of gains/(losses) on cash flow hedge	(13)	(43)
Tax effect of other gains/(losses)	4	11
Total gains/(losses) on cash flow hedge net of tax (C) (*)	(9)	(32)
Gains/(losses) on financial assets measured at Fair Value	9	-
Tax effect of other gains/(losses)	(3)	-
Total gains/(losses) of financial assets measured at Fair Value net of tax (D)	6	-
Total comprehensive result (A) + (B) + (C) + (D)	898	653
Total comprehensive result attributable to:
Shareholders of the parent company	870	629
Minority interests	(28)	(24)

(*) The effects of these items will be reclassified to the income statement in subsequent years.

Accounting statements of the consolidated financial statements

Notes to the

Consolidated financial statements

Attachments to the

notes to the Consolidated financial statements

Independent Auditors' Report

1.4

Consolidated cash-flow statement


millions of euro	12 31 2024	12 31 2023
Cash and cash equivalents at the beginning of the year	1,629	2,584
Operating activities
Net result	892	683
Net income taxes	319	199
Net financial interests	117	139
Capital gains/expenses	(3)	(3)
Tangible assets depreciation	580	523
Intangible assets amortization	304	278
Fixed assets write-downs/disposals	23	17
Net provisions	113	151
Result from affiliates	(2)	1
Net financial interests paid	(108)	(101)
Net taxes paid	(304)	(317)
Dividends paid	(320)	(302)
Change in trade receivables	(169)	1,057
Change in trade payable	(435)	(1,420)
Change in inventories	10	217
Other changes	122	(82)
Cash flow from operating activities	1,139	1,040
Investment activities
Investments in tangible assets	(1,051)	(947)
Investments in intangible assets and goodwill	(461)	(429)
Investments in shareholdings and securities (*)	(1,312)	(45)
Cash and cash equivalents from first consolidations asset	1	8
Disposal of fixed assets and shareholdings	4	48
Issue of loans to other than financial institutions	-	-
Cash receipt/repayment from loans to other than financial institutions	6	6
Cash flow from investment activities	(2,813)	(1,359)
Free cash flow	(1,674)	(319)
Financing activities
Changes in financial liabilities
Borrowings/bonds issued	1,942	943
Repayment of borrowings/bond	(1,031)	(1,505)
Lease payments	(50)	(36)
Other changes	-	(38)
Total changes in financial liabilities (*)	861	(636)
Capital instruments - perpetual hybrid bond
Issue of perpetual hybrid bond	742	-
Coupon paid on perpetual hybrid bond	(9)	-
Capital instruments - perpetual hybrid bond	733	-
Cash flow from financing activities	1,594	(636)
Change in cash and cash equivalents	(80)	(955)
Cash and cash equivalents at the end of the year	1,549	1,629

(*) Cleared of balances in return of shareholders' equity and other balance sheet items.

1.5

Statement of changes in Group equity


Changes from January 1, 2023 to December 31, 2023 millions of euro	Share capital	Treasury shares	Cash Flow Hedge	Reserve for equity instruments - perpetual hybrid bonds	Other Reserves and retained earnings	Result of the year	Total Equity pertaining to the Group	Minority interests	Total Net shareholders equity
Net equity at December 31, 2022	1,629	-	30	-	1,839	401	3,899	568	4,467
Result allocation					401	(401)
Distribution of dividends					(283)		(283)	(19)	(302)
IAS 19 reserves (*)					2		2		2
Cash flow hedge reserves (*)			(32)				(32)		(32)
Other changes					(5)		(5)	(11)	(16)
Group and minorities result of the year						659	659	24	683
Net equity at December 31, 2023	1,629	-	(2)		1,954	659	4,240	562	4,802

(*) These form part of the statement of comprehensive income.

Accounting statements of the consolidated financial statements

Notes to the

Consolidated financial statements

Attachments to the

notes to the Consolidated financial statements

Independent Auditors' Report


Changes from January 1, 2024 to December 31, 2024 millions of euro	Share capital	Treasury shares	Cash Flow Hedge	Reserve for equity instruments - perpetual hybrid bonds	Other Reserves and retained earnings	Result of the year	Total Equity pertaining to the Group	Minority interests	Total Net shareholders equity
Net equity at December 31, 2023	1,629	-	(2)		1,954	659	4,240	562	4,802
Result allocation					659	(659)
Distribution of dividends					(300)		(300)	(20)	(320)
IAS 19 reserves (*)					9		9		9
Cash flow hedge reserves (*)			(9)				(9)		(9)
Financial assets measured at Fair Value (*)					6		6		6
Change in scope					(99)		(99)	(13)	(112)
Capital instruments -perpetual hybrid bond				742			742		742
Capital instruments -coupon paid on perpetual hybrid bond					(9)		(9)		(9)
Other changes					1		1	1	2
Group and minorities result of the year						864	864	28	892
Net equity at December 31, 2024	1,629	-	(11)	742	2,221	864	5,445	558	6,003

(*) These form part of the statement of comprehensive income.

1.6

Consolidated balance sheet

pursuant to Consob Resolution no. 17221 of March 12, 2010

Assets


millions of euro	12 31 2024	of which Related Parties (note 39)	12 31 2023	of which Related Parties (note 39)
Non-current assets
Tangible assets	7,517		6,643
Intangible assets	4,299		3,630
Shareholdings carried according to equity method	25	25	30	30
Other non-current financial assets	88	4	67	6
Deferred tax assets	549		464
Other non-current assets	130		138	24
Total non-current assets	12,608		10,972
Current assets
Inventories	316		319
Trade receivables	3,643	111	3,540	158
Other current assets	1,296	1	2,264	1
Current financial assets	32	1	33	7
Current tax assets	45		41
Cash and cash equivalents	1,549		1,629
Total current assets	6,881		7,826
Non-current assets held for sale	405		-
Total assets	19,894		18,798

Accounting statements of the consolidated financial statements


millions of euro	12 31 2024	of which Related Parties (note 39)	12 31 2023	of which Related Parties (note 39)
Equity
Share capital	1,629		1,629
(Treasury shares)	-		-
Reserves	2,952		1,952
Result of the year	864		659
Equity pertaining to the Group	5,445		4,240
Minority interests	558		562
Total Equity	6,003		4,802
Liabilities
Non-current liabilities
Non-current financial liabilities	6,317		5,576
Employee benefits	214		237
Provisions for risks, charges and liabilities for landfills	854	8	828
Other non-current liabilities	347		335
Total non-current liabilities	7,732		6,976
Current liabilities
Trade payables	3,682	30	4,105	81
Other current liabilities	1,391	2	2,070	6
Current financial liabilities	955		775
Tax liabilities	120		70
Total current liabilities	6,148		7,020
Total liabilities	13,880		13,996
Liabilities directly associated with non-current assets held for sale	11		-
Total equity and liabilities	19,894		18,798

Equity and liabilities

Notes to the

Consolidated financial statements

Attachments to the

notes to the Consolidated financial statements

Independent Auditors' Report

1.7

Consolidated income statement

pursuant to Consob Resolution no. 17221 of March 12, 2010


millions of euro	01 01 2024 12 31 2024	of which Related Parties (note 39)	01 01 2023 12 31 2023	of which Related Parties (note 39)
Revenues
Revenues from the sale of goods and services	12,570	552	14,492	563
Other operating income	287		266
Total revenues	12,857		14,758
Operating expenses
Expenses for raw materials and services	9,218	31	11,591	23
Other operating expenses	419	45	381	85
Total operating expenses	9,637		11,972
Labour costs	892	2	815	1
Gross operating income - EBITDA	2,328		1,971
Depreciation, amortization, provisions and write-downs	1,011		954
Net operating income - EBIT	1,317		1,017
Result from non-recurring transactions	5		2	2
Financial balance
Financial income	105		83	5
Financial expenses	218		222
Affiliates	2	2	-
Result from disposal of other shareholdings	-		(1)
Total financial balance	(111)		(140)
Result before taxes	1,211		879
Income taxes	319		199
Result after taxes from operating activities	892		680
Net result from discontinued operations	-		3
Net result	892		683
Minorities	(28)		(24)
Group result of the year	864		659

Consolidated financial statements

2024

Notes to the Consolidated financial statements

2.1

General information

A2A S.p.A. is a company with legal personality organized under the laws of the Italian Republic which operates, also through its subsidiaries ("Group"), both in Italy and abroad.

The A2A Group mainly operates in the following sectors:

the production, sale and distribution of electricity even from renewable resources;
the sale and distribution of gas;
the production, distribution and sale of heat through district heating networks;
waste management (from collection and sweeping to disposal) and the construction and management of integrated waste disposal plants and systems, also making these available for other operators;
integrated water cycle management;
technical consultancy relating to energy efficiency certificates.

2.2

Consolidated annual report

The consolidated annual report (hereafter referred to as the "Annual report") of the A2A Group at December 31, 2024, is presented in millions of euro; the euro is also the functional currency of the economies in which the Group operates.

The Annual report of the A2A Group at December 31, 2024 has been prepared:

in compliance with Legislative Decree 58/1998 (art. 154-ter) as amended and with the Issuers' Regulations published by Consob;
in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standard Board (IASB) and approved by the European Union. IFRS means all the revised International Accounting Standards (IAS) and all the interpretations of the

International Financial Reporting Interpretations Committee (IFRIC), formerly known as the Standing Interpretations Committee (SIC).

In preparing the Annual report, the same principles used in the preparation of the consolidated annual report at December 31, 2023 were applied, other than the principles and interpretations described in detail in the paragraph below "Changes in accounting principles' adopted for the first time on January 1, 2024.

In this file, use has been made of some Alternative Performance Measures (APM) that are different from the financial indicators expressly provided for by the IAS/IFRS international accounting standards adopted by the Group; for details of these indicators, please see the specific paragraph Alternative Performance Measures (APM) in the file of the Report on Operations.

This Annual report at December 31, 2024 was approved on March 20, 2025 by the Board of Directors, which authorized publication, and has been audited by EY S.p.A. in accordance with their appointment by the Shareholders' Meeting of June 11, 2015 for the nine years from 2016 to 2024.

Accounting statements of the consolidated financial statements

Notes to the

Consolidated financial statements

Attachments to the

notes to the Consolidated financial statements

Independent Auditors' Report

2.3

Financial statements

The Group has adopted a format for the balance sheet which presents current and non-current assets and current and non-current liabilities as separate classifications, as required by paragraphs 60 and following of IAS 1.

The income statement is presented by nature, a format which is considered more representative than a presentation by function. The selected format is in agreement with the presentation used by the Group's major competitors and in line with international practice.

The specific line items "Result from non-recurring transactions" and "Result from disposal of other shareholdings" are in the format of the income statement in order to provide clear and immediate identification of the results arising from non-recurring transactions forming part of continuing operations, separating these from the results from discontinued operations. In particular, it should be noted that the item "Result from non-recurring transactions" is intended to include the results from the sale of investments in subsidiaries and associates and other non-operating expenses/ income. This item is presented between net operating income and the financial balance. In this way net operating income is not affected by non-recurring operations, making it easier to measure the effective performance of the Group's ordinary operating activities.

The Cash Flow Statement is prepared using the indirect method, as permitted by 'IAS 7', and incorporates the informational amendments to 'IAS 7' effective from January 1, 2024, as detailed in the relevant section 'Changes in International Accounting Standards', and the ESMA (European Securities and Markets Authority) recommendations updated as of October 29, 2024. The Group classifies cash flows for dividends paid and interest paid/collected as cash flows from operating activities.

The statement of changes in equity has been prepared in accordance with IAS 1.

The formats adopted for the financial statements are the same as those used to prepare the Consolidated annual financial report at December 31, 2023.

2.4

Basis of preparation

The consolidated annual financial report at December 31, 2024 has been prepared on a historical cost basis, with the exception of those items which under IFRS must or can be measured at fair value. The consolidation principles, the accounting principles, the accounting policies and the methods of measurement used in the preparation of the Annual Report are consistent with those used to prepare the Consolidated Annual Report at December 31, 2023, except as specified below in relation to the newly issued principles.

The Group has not adopted in advance any new principles, interpretations, or amendments that have been issued but are not yet in force.

Accounting statements of the consolidated financial statements

Notes to the

Consolidated financial statements

Attachments to the

notes to the Consolidated financial statements

Independent Auditors' Report

2.5

Changes in international accounting standards

Pursuant to IAS 8, the subsequent paragraph "Accounting standards, amendments and interpretations applicable by the company as of the current year" indicates and briefly illustrates the amendments in force as of January 1, 2024.

The following paragraph, "Accounting standards, amendments and interpretations approved by the European Union" instead detail the accounting standards and interpretations already issued, not yet approved by the European Union and therefore not applicable for the preparation of the financial statements at December 31, 2024, any impacts of which will then be transposed as of the financial statements of the following years.

Accounting standards, amendments and interpretations applicable as of the current year

As from January 1, 2024, applicable to the Group are the following additions to specific paragraphs of the international accounting standards already adopted by the Group companies in previous years:

On January 23, July 15, 2020, and October 31, 2022, the International Accounting Standards Board (IASB) issued three additions to IAS 1 "Presentation of Financial Statements": The classification of liabilities as either current or non-current, and non-current liabilities with covenants, aims to better define the concept of liabilities and their classification between short-term and medium- to longterm. The additions were approved on December 20, 2023.
Specifically, emphasis is placed on the temporal concept of transferring money or other resources to the counterparty to settle the liability. The entity must have the right to defer the settlement of the liability for at least 12 months after the balance sheet date. The change includes:
the stipulation that the right to defer settlement must exist as of the date of the Financial Statements;
a clarification regarding the fact that the classification is not influenced by management's intentions or expectations about the possibility of using the deferral right;
a clarification on how the financing conditions influence the classification;
a clarification on the requirements for classifying liabilities that an entity intends to or might settle through the issuance of its own equity instruments.
Furthermore, the latest amendment specifies that only covenants, that an entity must meet by the reporting date, will affect the classification of a liability as current or non-current.
The amendments had no impact on the financial report.
on September 22, 2022, the IASB issued a supplement to IFRS 16 "Liabilities in a sale and leaseback" clarifying how to account for a sale and leaseback transaction that provides for variable payments based on the performance or use of the asset subject to the transaction. The amendment aims to enhance the criteria for sale and leaseback transactions under IFRS 16, but it does not modify the accounting for leases unrelated to sale and leaseback transactions.
The amendments had no impact on the financial report.
On May 25, 2023, the IASB issued a supplement to IAS 7 "Statement of Cash Flows" and IFRS 7 "Financial Instruments: Disclosures".

The amendments clarify the characteristics of supplier financing arrangements (e.g. reverse factoring instruments) and define the information to be provided on the impact of these arrangements on the company's liabilities and cash flows (e.g. terms and conditions, book value and balance sheet item in which financial debts are recorded, with an indication of those for which the financial supplier has already settled the corresponding portion of trade debt, maturity bands of financial debts and comparable trade debts, but not included in arrangements).

This financial report reflects the alterations to the disclosure mandated by the amendments.

Accounting standards, amendments and interpretations approved this year and applicable as of subsequent years

On August 15, 2023, the IASB issued a supplement to IAS 21 "The effects of changes in foreign exchange rates" to regulate the procedures to be followed in the event of currency non-convertibility. The amendments introduce requirements to determine when a currency is convertible into another currency and when it is not and require an entity to estimate the spot exchange rate when it determines that a currency is not convertible into another currency. These additions will
be applicable to financial statements closed on or after January 1, 2025. No material impacts are expected for the Group with reference to this amendment.
Accounting standards, amendments and interpretations not yet approved by the European Union
On April 9, 2024, the IASB published IFRS 18, which establishes requirements for the presentation of information in the financial statements in order to improve the uniformity of the information provided and promote comparability between financial statements. The standard focuses in particular on the presentation of the income statement for which a predefined structure is provided divided into categories (operating, investing, financial, tax and discontinued operations) and as many subtotals. However, it also sets rules for the aggregation and disaggregation of information on the basis of their common characteristics in order to identify the information to be provided directly in the financial statements rather than in the notes. The standard will be applicable to financial statements closed on or after January 1, 2027. The Group is currently assessing the impacts of these amendments.
On May 9, 2024, the IASB published the new IFRS 19 standard applicable for financial statements from January 1, 2027. The standard applies to non-publicly accountable subsidiaries belonging to a group that prepares consolidated financial statements according to IAS/IFRS and allows them to use IFRS accounting standards by adopting simplified financial reporting based on the provisions of the new standard instead of those of the other standards. The amendments will have no impact on the financial report.
In 2024, the International Accounting Standards Board (IASB) issued two amendments to IFRS 9 and IFRS 7, one concerning "Changes to the Classification and Measurement of Financial Instruments" and the other related to "Renewable Energy Contracts".
The effective date for both amendments is set for January 1, 2026.
"Changes to the Classification and Valuation of Financial Instruments":
- Amendments to IFRS 9 clarify the circumstances under which a financial asset or liability is recognized and derecognized. According to the amendments, a company generally writes off its financial liability on the settlement date. Normally, this is the date when the payment is
  completed. The amendments also introduce an exception, permitting the company to write off its financial liability prior to the settlement date, which is the date when the payment is initiated and cannot be cancelled. The exception is available when the company uses an electronic payment system that satisfies all of the following criteria:
  - no practical way to retract, halt, or cancel the payment instruction;
  - no practical means to access the money needed for the settlement as a result of the payment instruction; and
  - the settlement risk connected with the electronic payment system is insignificant.
- The amendments also introduce an additional SPPI test (solely for payments of principal and interest) for financial assets with contractual terms that reference a potential event, including those related to ESG factors, that are not directly tied to changes in basic lending risks or costs. For instance, this applies when cash flows vary based on whether the borrower meets an ESG target specified in the loan contract.
  Under the former formulation, it was indeed unclear whether the contractual cash flows from certain financial assets with environmental, social, and governance (ESG) characteristics and similar contingent attributes qualified as "solely payments of principal and interest", which is necessary for recognition at amortized cost. This could have involved measuring such activities at fair value through the income statement. Under the amendments, certain financial assets,
  1
  Accounting statements of the consolidated financial statements
  2
  Notes to the
  Consolidated financial statements
  3
  Attachments to the
  notes to the Consolidated financial statements
  4
  Independent Auditors' Report
  including those possessing ESG-related attributes, may satisfy the SPPI criterion, provided that their cash flows don't significantly differ from those of an identical financial asset without such characteristics.
  - The amendment to IFRS 7 mandates additional disclosure for financial assets and liabilities with contractual terms referencing a potential event, including those associated with ESG factors, as well as for equity instruments classified at fair value through other comprehensive income.
  - "Contracts relating to renewable energy sources":
    - clarifies the requirements for applying the "own-use exemption";
    - establishes the rules for the use of these contracts as hedging instruments in a hedge accounting relationship;
    - introduces a new set of information designed to enable investors to grasp the influence of these contracts on the company's performance and its cash flows.
      The Group is currently assessing the impacts of these amendments.
  - On July 18, 2024, the International Accounting Standards Board (IASB) issued the eleventh volume of annual improvements aimed at enhancing the consistency and comprehensibility of the standards. The effective date for the amendments is set for January 1, 2026. The main changes concerned IFRS 9 Financial Instruments:
  - the amendment specifies that when a lease is terminated, it falls under the jurisdiction of IFRS 9, replacing the typical application of IFRS 16. As a result, any disparity between the present value of the liability and the payment made must be recognized in the income statement;
  - the amendment also addresses a conflict between IFRS 9 and IFRS 15 regarding the initial measurement of trade receivables by specifying that trade receivables without a significant financial component must initially be recognized according to the provisions of IFRS 15.
  The Group is currently assessing the impacts of these amendments.
  2.6
  Scope of consolidation
  The Consolidated Annual Report at December 31, 2024 includes the figures of the parent A2A S.p.A. and those of the subsidiaries over which A2A S.p.A. exercises either direct or indirect control. In addition, companies in which the parent exercises joint control with other entities (joint ventures) and those over which it has a significant influence are consolidated using the equity method.
  The following changes to the scope of consolidation of the A2A Group are reported:
acquisition by A2A S.p.A. of 90% of the Duereti S.r.l., a company operating in electricity distribution, with consequent line-by-line consolidation;
acquisition by Acinque S.p.A. of 70% of Agesp Energia S.r.l., a company operating in the sale of electricity and gas, with consequent line-by-line consolidation;
acquisition by A2A Rinnovabili S.p.A. of 70% of the company Parco Friulano 2 S.r.l. with consequent line-by-line consolidation;
acquisition by Agripower S.p.A. of 100% of Biomax Società Agricola a r.l., a company operating in the production of electricity from biogas, with consequent line-by-line consolidation;
acquisition by A2A Ambiente S.p.A. of the remaining 30% of the company A.S.R.A.B. S.p.A. operating in waste disposal;
acquisition by A2A S.p.A. of the remaining 4.4% of the company LD Reti S.r.l.;
incorporation of the company A2A Storage S.r.l. by A2A Rinnovabili S.p.A., which owns 100% of it, consolidated on a line-by-line basis;
incorporation of the company A2A Trezzo Ambiente S.r.l. held 86% by A2A Ambiente S.p.A. and 4% by A2A Calore & Servizi S.r.l. with consequent a line-by-line consolidation of the company;
incorporation of TEXELERA S.c. a r.l., held 51% by A2A S.p.A., with consequent line-by-line consolidation of the company;
sale of the company Tula Bioenergia Società Agricola a r.l. previously consolidated on a line-by-line basis;
de-registration of Proaris S.r.l. in liquidation, previously consolidated on a line-by-line basis following the completion of the liquidation process.

For further details on the activities of the Purchase Price Allocation required by IFRS 3, reference is made to the paragraph 'Other information' of this report.

Accounting statements of the consolidated financial statements

Notes to the

Consolidated financial statements

Attachments to the

notes to the Consolidated financial statements

Independent Auditors' Report

Breakdown of the balance sheet with evidence of the effect of the first consolidation of the 2024 acquisitions


millions of euro	Note	Consolidated at 12 31 2023	A2A Rinnovabili Group	Biomax Società Agricola a r.l.	Agesp Energia S.r.l.	Duereti S.r.l.	Total effect first consolidation acquisitions 2024	Changes	Consolidated at 12 31 2024
Assets
Non-current assets
Tangible assets	1	6,643	6	2	13	393	414	460	7,517
Intangible assets	2	3,630	23	6	29	890	948	(279)	4,299
Shareholdings carried according to equity method	3	30	-	-	-	-	-	(5)	25
Other non-current financial assets	3	67	-	-	1	-	1	20	88
Deferred tax assets	4	464	-	-	2	13	15	70	549
Other non-current assets	5	138	-	-	1	-	1	(9)	130
Total non-current assets		10,972	29	8	46	1,296	1,379	257	12,608
Current assets
Inventories	6	319	-	1	-	6	7	(10)	316
Trade receivables	7	3,540	-	-	16	-	16	87	3,643
Other current assets	8	2,264	-	1	4	-	5	(973)	1,296
Current financial assets	9	33	-	-	-	-	-	(1)	32
Current tax assets	10	41	-	-	-	-	-	4	45
Cash and cash equivalents	11	1,629	-	-	1	-	1	(81)	1,549
Total current assets		7,826	-	2	21	6	29	(974)	6,881
Non-current assets held for sale	12	-	-	-	-	-	-	405	405
Total assets		18,798	29	10	67	1,302	1,408	(312)	19,894
Liabilities
Non-current liabilities
Non-current financial liabilities	17	5,576	-	2	10	1	13	728	6,317
Deferred tax liabilities		-	-	-	5	-	5	(5)	-
Employee benefits	18	237	-	-	1	1	2	(25)	214
Provisions for risks, charges and liabilities for landfills	19	828	-	-	3	5	8	18	854
Other non-current liabilities	20	335	-	-	2	126	128	(116)	347
Total non-current liabilities		6,976	-	2	21	133	156	600	7,732
Current liabilities
Trade payables	21	4,105	-	1	11	-	12	(435)	3,682
Other current liabilities	21	2,070	-	-	9	28	37	(716)	1,391
Current financial liabilities	22	775	-	-	2	1	3	177	955
Tax liabilities	23	70	-	-	-	-	-	50	120
Total current liabilities		7,020	-	1	22	29	52	(924)	6,148
Total liabilities		13,996	-	3	43	162	208	(324)	13,880
Liabilities directly associated with non-current assets held for sale	24	-	-	-	-	-	-	11	11
Total liabilities		13,996	-	3	43	162	208	(313)	13,891


millions of euro	Note	A2A Rinnovabili Group	Biomax Società Agricola a r.l.	Agesp Energia S.r.l.	Duereti S.r.l.	Total effect consolidation new acquisitions 2024	Old perimeter at 12 31 2024	Consolidated at 12 31 2024	Consolidated at 12 31 2023
Revenues
Revenues from the sale of goods and services		-	1	49	-	50	12,520	12,570	14,492
Other operating income		-	-	-	-	-	287	287	266
Total revenues	26	-	1	49	-	50	12,807	12,857	14,758
Operating expenses
Expenses for raw materials and services		-	1	43	-	44	9,174	9,218	11,591
Other operating expenses		-	-	-	1	1	418	419	381
Total operating expenses	27	-	1	43	1	45	9,592	9,637	11,972
Labour costs	28	-	-	2	-	2	890	892	815
Gross operating income -EBITDA	29	-	-	4	(1)	3	2,325	2,328	1,971
Depreciation, amortization, provisions and write-downs	30	-	-	2	(1)	1	1,010	1,011	954
Net operating income - EBIT	31	-	-	2	-	2	1,315	1,317	1,017
Result from non-recurring transactions	32	-	-	-	-	-	5	5	2
Financial balance
Financial income		-	-	-	-	-	105	105	83
Financial expenses		-	-	1	-	1	217	218	222
Affiliates		-	-	-	-	-	2	2	(1)
Result from disposal of other shareholdings		-	-	-	-	-	-	-	-
Total financial balance	33	-	-	(1)	-	(1)	(110)	(111)	(140)
Result before taxes		-	-	1	-	1	1,210	1,211	879
Income taxes	34	-	-	-	-	-	319	319	199
Result after taxes from operating activities		-	-	1	-	1	891	892	680
Net result from discontinued operations	35	-	-	-	-	-	-	-	3
Net result		-	-	1	-	1	891	892	683
Minorities	36	-	-	-	-	-	(28)	(28)	(24)
Group result of the year	37	-	-	1	-	1	863	864	659

Breakdown of the economic effect of the consolidation of new acquisitions 2024

Accounting statements of the consolidated financial statements

Notes to the

Consolidated financial statements

Attachments to the

notes to the Consolidated financial statements

Independent Auditors' Report

2.7

Consolidation policies and procedures

Consolidation criteria

Subsidiaries

Subsidiaries are those companies over which the parent company, A2A S.p.A., exercises control, also by virtue of shareholders' agreements, and has the power, as defined by IFRS 10, to determine financial and operating policy, either directly or indirectly, in order to obtain returns from their activities. Subsidiaries are consolidated from the date on which the Group effectively acquires control and cease to be consolidated on a line-by-line basis from the date on which control is lost. Although the Group holds an equity interest of less than 50.01%, it controls the companies Acinque S.p.A., Ambiente Energia Brianza S.p.A. and ASM Energia S.p.A. by virtue of specific shareholders' agreements.

Associates, joint ventures and joint operations

Shareholdings in associates, namely those in which the A2A Group has a considerable interest and is able to exercise significant influence are accounted for using the equity method. Gains and losses attributable to the Group are recognized in the financial statements from the date on which significant influence or joint control commences.

In the event that the loss attributable to the Group exceeds the carrying amount of an investment, the carrying amount is reduced to zero and any excess loss is provided for to the extent that the Group has legal or constructive obligations to make good the associate's losses or in any case to make payments on its behalf.

With the adoption of IFRS 11, the Group must now classify investments in joint arrangements as either joint ventures (if the Group has rights to the net assets of the arrangement) or joint operations (if the Group has rights to the assets, and obligations for the liabilities, relating to the arrangement).

Potential voting rights

If the A2A Group holds call options on shares or other equity instruments that represent capital (warrants) that are convertible into ordinary shares or similar instruments having the potential, if exercised or converted, to give the Group voting rights or reduce the voting rights of third parties ("potential voting rights"), such potential voting rights are taken into consideration when assessing whether or not the Group has the power to govern or influence another company's financial and operating policies.

Treatment of put options on the shares of subsidiaries

In general, paragraph 23 of IAS 32 states that a contract that contains an obligation for an entity to purchase shares for cash or another financial asset gives rise to a financial liability for the present value of the exercise price of the option.

As a result, therefore, if the Group does not have the unconditional right to avoid the delivery of cash or other financial instruments when a put option on the shares of subsidiaries is exercised, it must recognize a liability.

In the absence of specific instructions in the related accounting standards, the A2A Group: (i) considers the shares involving put options to have already been purchased, including in cases in which the risks and rewards connected with ownership of the shares remain with the minority shareholders and they remain exposed to equity risk; (ii) records a corresponding entry among

equity reserves for the liability resulting from the obligation and any subsequent changes that are not related to the mere unwinding of the present value of the strike price; (iii) and recognizes such changes through the Income Statement.

Effect on the consolidation procedures of certain agreements involving the shares or quotas of Group companies

Earn-out on the purchase of the equity investments made by A2A Rinnovabili S.p.A.
With reference to the acquisitions of equity investments made by A2A Rinnovabili S.p.A. between 2017 and 2024, by contract, there are price and earn-out adjustments of non-significant amounts both in favor of the seller and in favor of the buyer upon the occurrence of certain conditions. Given the uncertainty and insignificance of the amounts, the Group has not recorded these values.
Options on the shares of Agesp Energia S.r.l.
On January 3, 2024, Acinque S.p.A. acquired 70% of the company Agesp Energia S.r.l..
As a result of the shareholders' agreement entered into between Acinque S.p.A. and Agesp S.p.A. (seller), there is a put option granted by Acinque S.p.A. to Agesp S.p.A. on the remaining 30% share that can be exercised until the expiry of the 3rd (third) year from the date of signing of the Notary Deed.
Therefore, the Group has recognized as a liability the present value of the estimated outlay of 8 million euro which it will not be able to avoid if the option is exercised.
Options on the shares of Duereti S.r.l.
On December 31, 2024, A2A S.p.A. acquired 90% of Duereti S.r.l..
Due to the shareholders' agreement between A2A S.p.A. and E-Distribuzione S.p.A. (seller), there is a put option granted by A2A S.p.A to E-Distribuzione S.p.A. on the remaining 10% share that can be exercised until the expiry of the 3rd (third) year from the date of signing of the Notary Deed.
Therefore, the Group has recognized as a liability the present value of the estimated outlay of 127 million euro which it will not be able to avoid if the option is exercised.
Options on the shares of A2A Trezzo Ambiente S.r.l.

A2A Trezzo Ambiente S.r.l. was incorporated on May 14, 2024, with A2A Ambiente S.p.A. holding an 86% stake and A2A Calore & Servizi S.r.l. holding a 4% stake.

The shareholders' agreement established at the time of incorporation between the companies of the A2A Group and Termokimik S.p.A. (holder of the remaining 10% stake), provides for the possibility

for Termokimik S.p.A. to exercise, starting from the completion of the redevelopment activities of the waste-to-energy facility under concession, a sale option to the majority shareholder A2A Ambiente

S.p.A. for a share up to the same percentage as its current interest, less one percentage point. Therefore, the Group has recognized as a liability the present value of the estimated outlay of 5 million euro which it will not be able to avoid if the option is exercised.

Consolidation procedures

General procedure

The financial statements of the subsidiaries, associates and joint ventures consolidated by the A2A Group are prepared at the end of each reporting period using the same accounting policies as the parent. Any items recognized by using different accounting standards are adjusted during the consolidation process to bring them into line with Group accounting policies. All intra-group

balances and transactions, including any unrealized profits arising from transactions between Group companies, are fully eliminated.

In preparing the Report the assets, liabilities, income and expenses of the companies being consolidated are included in their entirety on a line-by-line basis, with the portion of equity and net income for the period attributable to minority interests being stated separately in the balance sheet and income statement.

The carrying amount of the investment in each subsidiary is eliminated against the corresponding share of its net equity, including any adjustments to fair value at the acquisition date; any differences arising are accounted for in accordance with IFRS 3.

Transactions with minority interests which do not lead to the loss of control in consolidated companies are accounted for using the economic entity view approach.

Accounting statements of the consolidated financial statements

Notes to the

Consolidated financial statements

Attachments to the

notes to the Consolidated financial statements

Independent Auditors' Report

Procedure for the consolidation of assets and liabilities held for sale (IFRS 5)

In the case of particularly significant amounts and exclusively in relation to non-current assets and liabilities held for sale, in accordance with IFRS 5, the intra-group financial receivables and payables are eliminated.

2.8

Accounting standards and policies

Translation of foreign currency items

The consolidated financial statements of the A2A Group are presented in euro; this is also the functional currency of the economies in which the Group operates.

Transactions in other currencies are initially recognized at the exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated into euro at the exchange rates at the balance sheet date.

Non-monetary items measured at historical cost in foreign currency are translated at the exchange rates at the date of the transaction. Non-monetary items measured at fair value are translated at the exchange rates at the date when the fair value was determined.

Tangible assets

Assets for business use are classified as tangible assets, while non-business assets are classified as investment property, if any.

Tangible assets are measured at cost, including any additional charges directly attributable to bringing the asset into an operating condition (e.g. transport, customs duty, installation and testing costs, notary and land registry fees and any non-deductible VAT), increased when material and where there are obligations by the present value of the estimated cost of restoring the location from an environmental point of view or dismantling the asset. Borrowing costs, where directly attributable to the purchase or construction of an asset, are capitalized as part of the cost of the asset if the type of asset so warrants.

If important components of tangible assets have different useful lives, they are accounted for separately using the "component approach", assigning to each component its own useful life for the purpose of calculating depreciation (the component approach).

Land, whether occupied by residential or industrial buildings or devoid of construction, is not depreciated as it has an unlimited useful life, except for land used in production activities that is subject to deterioration over time (e.g. landfills, quarries).

Ordinary maintenance costs are fully expensed to the income statement in the year they are incurred. Costs for maintenance carried out at regular intervals are attributed to the assets to which they refer and are depreciated over the specific residual possibility of use of such.

Tangible assets are stated net of accumulated depreciation and any write-downs. Depreciation is charged from the year in which the individual asset enters service on a straight-line basis over the estimated useful life of the asset for the business. The estimated realizable value which is deemed to be recoverable at the end of an asset's useful life is not depreciated. The useful life of each asset is reviewed annually and any changes, if needed, are made with a view to showing the correct value of the asset.

Landfills are depreciated on the basis of the percentage filled, which is calculated as the ratio between the volume occupied at the end of the period and the total volume authorized.

Accounting statements of the consolidated financial statements

Notes to the

Consolidated financial statements

Attachments to the

notes to the Consolidated financial statements

Independent Auditors' Report