Ascopiave S p A : Interim Report as of 30th September 2025

About this update from Ascopiave S.p.a.

INTERIM REPORT ON OPERATIONS AS AT 30 SEPTEMBER 2025 A s c o p i a v e G r o u p Index OVERVIEW 5 Corporate bodies and company information 5 GROUP MANAGEMENT REPORT 8 Foreword 8 The Ascopiave Group Structure 10 Ascopiave S.p.A. share price trend on the Stock Market 11 Control of the company 12 Corporate Governance and Code of Ethics 13 Transactions with related and associated parties 14 Significant events during the first nine months of the financial year 2025 15 Other important events 18 Energy efficiency and savings 18 Stipulation of a proposed agreement with the Towns for the adoption of a shared procedure aimed at the agreed quantification of the " Residual Industrial Value" of the networks 18 Litigations 19 Relations with the Tax Agency 27 Territorial areas 28 Significant events subsequent to the end of the first nine months of the financial year 2025 31 Distribution of dividends 31 Treasury shares 31 Foreseeable development of operations 31 Inflationary trends and interest rates 32 Group objectives, policies and description of risks 32 Other information 38 Seasonality of operations 38 Comments on the economic and financial results on the first nine months of FY 2025 39 Performance Indicators 39 Management Performance - Key Operational Indicators 40 Management Performance - The Group's Economic Results 41 Operating Performance - The Financial Situation 43 Operating Performance - Investments 46 Financial Statements of the Interim Report 47 Consolidated Statement of Financial Position 48 Statements of Profit or Loss and Other Comprehensive Income 49 Statements of Changes in Consolidated Equity 50 Consolidated Cash Flow Statement 51 EXPLANATORY NOTES 52 Corporate information 52 General Drafting Parameters and Attestation of Compliance with IFRS 52 Financial Statements 52 Significant accounting standards 53 Accounting standards published by the IASB and endorsed by the EU that are mandatorily applicable as of financial statements for financial years beginning on 1 January 2025 53 New Accounting Standards issued by the IASB endorsed by the European Union and applicable to financial statements for financial years beginning 1 January 2025 53 New accounting standards not endorsed by the European Union 53 Evaluation Parameters 54 Corporate Mergers 55 Consolidation Area and Parameters 56 Highlights of the fully consolidated companies 58 NOTES TO THE CAPTIONS IN THE CONSOLIDATED BALANCE SHEET 59 Non-current assets 59 Current Assets 66 Consolidated Net Equity 71 Non-current liabilities 72 Current liabilities 77 NOTES TO THE MAIN ITEMS OF THE CONSOLIDATED INCOME STATEMENT 82 Revenues 82 Financial income and expenses 87 Taxes 88 Non-recurring components 89 Transactions arising from atypical and/or unusual transactions 89 Commitments and Risks 89 Risk and uncertainty factors 90 Capital Management 93 Representation of financial assets and liabilities by category 94 Financial statements submitted pursuant to Consob Resolution 15519/2006 97 Consolidated Statement of Financial Position 97 Statements of Profit or Loss and Other Comprehensive Income 98 Consolidated Cash Flow Statement 99 Consolidated net financial debt 100 Significant events subsequent to the end of the first nine months of the financial year 2025 101 Group objectives and goals 101 Attachments: - Declaration of the Manager in Charge - Attestation to the Consolidated Financial Statements pursuant to Article 81-ter, Consob Regulation No. 11971 ‌ OVERVIEW ‌Corporate bodies and company information Board of Directors and Board of Auditors Name Office Duration of office From To Cecconato Nicola* Chairman of the Board of Directiors and CEO 2023-2025 18.04.2023 Approval of financial statements 2025 Pietrobon Greta Directors 2023-2025 18.04.2023 Approval of financial statements 2025 Quarello Enrico Directors 2023-2025 18.04.2023 Approval of financial statements 2025 Novello Cristian Independent Director 2023-2025 18.04.2023 Approval of financial statements 2025 M onti Federica Independent Director 2023-2025 18.04.2023 Approval of financial statements 2025 Vecchiato Luisa Independent Director 2023-2025 18.04.2023 Approval of financial statements 2025 Zoppas Giovanni** Independent Director 2023-2025 18.04.2023 Approval of financial statements 2025 Indipendet Director Indipendet Director Indipendet Director Indipendet Director (*) Cecconato Nicola was appointed Chief Executive Officer by the Board of Directors on 11 May 2023; (**) Zoppas Giovanni was appointed Lead Independent Director by the Board of Directors on 11 May 2023. Name Office Duration of office From To Salvaggio Giovanni President of the Board of Auditors 2023-2025 18.04.2023 Approval of financial statements 2025 Moro Barbara Statutory Auditor 2023-2025 18.04.2023 Approval of financial statements 2025 Biancolin Luca Statutory Auditor 2023-2025 18.04.2023 Approval of financial statements 2025 Governance Committees Control and Risk Committee Name Office From To Novello Cristian Independent director - President 11.05.2023 Approval of financial statements 2025 Monti Federica Independent director 11.05.2023 Approval of financial statements 2025 Vecchiato Luisa Independent director 11.05.2023 Approval of financial statements 2025 Remuneration Committee Name Office From To Vecchiato Luisa Independent director - President 11.05.2023 Approval of financial statements 2025 Novello Cristian Independent director 11.05.2023 Approval of financial statements 2025 Pietrobon Greta Non-executive director 11.05.2023 Approval of financial statements 2025 Sustainability Committee Name Office From To Pietrobon Greta Non-executive director - President 11.05.2023 Approval of financial statements 2025 Monti Federica Independent director 11.05.2023 Approval of financial statements 2025 Quarello Enrico Non-executive director 11.05.2023 Approval of financial statements 2025 External Auditors KPMG S.p.A Registered office and company information Ascopiave S.p.A. Via Verizzo, 1030 I-31053 Pieve di Soligo - TV Italy Tel: +39 0438 980098 Fax: +39 0438 964778 Share Capital: Euro 234,411,575 fully paid-in VAT 03916270261 Investor Relations Tel. +39 0438 980098 Fax +39 0438 964778 e-mail: [email protected] Ascopiave Group - Economic and Financial highlights Economic Data Nine months (Thousands of Euro) 2025 % of revenues 2024 % of revenues Revenues 183,869 100.0% 146,292 100.0% Gross operative margin (EBITDA)* 115,555 62.8% 71,895 49.1% Operating result 72,304 39.3% 34,181 23.4% Net result for the period 75,903 41.3% 26,611 18.2% **EBITDA is defined as earnings before interests, taxes, depreciation and amortisation. Balance Sheet Data (Thousands of Euro) 30.09.2025 31.12.2024 Net working capital 70,457 210,794 Fixed assets and other non current assets (Non-financial) 1,532,594 1,099,008 Non-current liabilities (excluding loans) (71,858) (64,412) Net invested capital 1,531,192 1,245,390 Net financial position (633,133) (387,602) Total Net equity (898,059) (857,789) Total financing sources (1,531,192) (1,245,390) "Net working capital" is defined as the sum of inventories, trade receivables, tax receivables, other current assets, trade payables, tax payables (within 12 months) and other current liabilities. Monetary flow data Nine months (Thousands of Euro) 2025 2024 Total comprehensive income 75,903 26,611 Cash flows generated (used) by operating activities 64,591 54,574 Cash flows generated/(used) by investments (244,733) (38,112) Cash flows generated (used) by financial activities 170,697 (51,673) Net change in cash and cash equivalent (9,445) (35,212) Cash and cash equivalents at the beginning of the year 34,183 52,083 Net change in cash and cash equivalent (9,445) (35,212) Cash and cash equivalents at the end of the period 24,738 16,871 ‌ GROUP MANAGEMENT REPORT ‌Foreword The Ascopiave Group closed the first nine months of fiscal year 2025 with a consolidated net profit of Euro 75.9 million (Euro 26.6 million as of 30 September 2024), an increase of Euro 49.3 million compared to the same period in the previous accounting period. Consolidated shareholders' equity as of 30 September 2025 have amounted to Euro 898.1 million (Euro 857.8 million as of 31 December 2024), and net invested capital to Euro 1,531.2 million (Euro 1,245.4 million as of 31 December 2024). During the first nine months of the year 2025, the Group realised investments of Euro 60.6 million (Euro 51.6 million in the first nine months of 2024), mainly in the development, maintenance and modernisation of gas distribution networks and plants, as well as in the business of installing electronic meters, amounting to Euro 41.6 million (Euro 40.5 million in the first nine months of 2024). At the end of the reporting period, investments in plants for the production of energy from renewable sources were made to the amount of Euro 11.5 million (Euro 9.2 million in the first nine months of 2024). It should be noted that during the year the sale of 25% of the share capital of EstEnergy to the Hera Group by Ascopiave was finalised. In fact, during the last quarter of 2024, the parent company Ascopiave S.p.A. exercised the existing put option on its 25% shareholding, resulting in the reclassification of the carrying amount among the "assets held for sale" in compliance with the dictates of the international accounting standard IFRS 5. Operations The Ascopiave Group operates mainly in the field of natural gas distribution. It currently holds concessions and direct contracts for gas distribution management in 454 Towns, of which 447 are served by the natural gas distribution network, 5 are by LPG and 2 are connected to both natural gas and LPG distribution services. The network covers 20,061 kilometres and a catchment basin of 1,354,146 users. The increase in all of the Group's gas distribution operating data is mainly linked to the acquisition of AP Reti Gas North S.p.A., a company consolidated as of July 1, 2025, which holds concessions and direct contracts for the management of gas distribution in 153 Towns, with a network stretching 5,328 kilometres and a catchment basin of nearly 486,000 users. The Group is also present in the renewable energy sector, owning 29 hydroelectric and wind power plants. The Group operates in the field of cogeneration and heat management, as well as in the water sector, being a shareholder and technological partner of the company Cogeide, which manages the integrated water service in 15 Towns, serving a basin of above 100,000 inhabitants through a network of about 930 km. Strategic Goals The Ascopiave Group intends to pursue a corporate strategy focused on creating value for its stakeholders, maintaining levels of excellence in the quality of services offered, respecting the environment and enhancing the social instances that characterise the context in which it operates. To this end, it intends to consolidate its leadership position in the gas sector at a regional level and aims to achieve significant positions also at a national level, taking advantage of the liberalisation process currently underway. The main lines of its development strategy are dimensional growth, diversification into other sectors of the energy sector synergic with its core business, and the improvement of operational processes. Operating performance The volumes of gas distributed through the networks managed by the Group has amounted to 1,044.2 million cubic meters, an increase of 7.8% compared to the same period the previous year, a change mainly influenced by the entry into the scope of consolidation of AP Reti Gas North S.p.A. as of July 1, 2025. As of September 30, 2025, the distribution network stretched 20,061 kilometres, an increase of 5,347 kilometres compared to September 30, 2024, mainly due to the acquisition of AP Reti Gas North S.p.A. The 29 renewable energy power plants, with a total installed capacity of 84.1 MW, have generated 145.4 GWh during the first nine months of the year, a drop of 14.5% compared to the previous accounting period, which was characterized by heavy rainfall. Economic results and financial situation Consolidated revenues for the first nine months of fiscal year 2025 have amounted to Euro 183.9 million, compared to Euro 146.3 million in the same period of the previous fiscal year. The Group's operating profit has amounted to Euro 72.3 million, an increase of Euro 38.1 million compared to the same period in the previous accounting period. Consolidated net profit has amounted to Euro 75.9 million, an increase of Euro 49.3 million compared to the first nine months in the previous accounting period. The Group's Net Financial Position at September 30, 2025, has amounted to Euro 633.1 million, an increase of Euro 245.5 million compared to Euro 387.6 million as at December 31, 2024. The increase in financial debt was due to cash flow for the year (given by the sum of net income, capital gains, income from investments, the results of companies consolidated using the equity method, and amortization, write-downs, and provisions), which have generated resources of Euro 67.3 million, net working capital management, which absorbed financial resources of Euro 2.7 million, investing activities, which absorbed resources of Euro 298.8 million, and other financial changes, which absorbed resources of Euro 11.4 million. The ratio of Net Financial Position to Net Equity as of 30 September 2025 was 0.71 (0.48 as of 30 September 2024). ‌The Ascopiave Group Structure The following table highlights the corporate structure of the Ascopiave Group as at 30 September 2025. 90% GREEN FACTORY 100% 100% 18.33% 5% 100% 3% 100% 13% 100% Gas Distribution W ater Service RES Production Gas & Electricity sales 100% ASCO CLEAN ENERGY ICT serv ices M ulti-Utility ‌Ascopiave S.p.A. share price trend on the Stock Market As of 30 September 2025, the Ascopiave share price was equal to Euro 3.045 per share, with an increase of 10.5 percentage points compared to the price at the beginning of 2025 (Euro 2.755 per share, referred to 2 January 2025). Market capitalisation as of 30 September 2025 was Euro 713.78 million1 (Euro 644.63 million2 as at 30 December 2024). The share price during the first nine months of 2025 has reflected an improved performance (+10.5%). During the same period, the FTSE Italia All Share, FTSE Italia Star and the FTSE Italia Users sectoral indices increased by 23.9%, 5.7% and 15.2%, respectively. The table below reflects the main share and stock market data as at 30 September 2025: Share and stock-exchange data 30.09.2025 30.12.2024 Earning per share (Euro) 0.35 0.17 Net equity per share (Euro) 4.15 3.92 Placement price (Euro) 1.800 1.800 Closing price (Euro) 3.045 2.750 Maximum annual price (Euro) 3.300 2.885 Minimum annual price (Euro) 2.680 2.170 Stock-exchange capitalization (Million of Euro) 713.78 644.63 No. of shares in circulation 216,437,856 216,437,856 No. of shares in share capital 234,411,575 234,411,575 No. of own share in portfolio 17,973,719 17,973,719 ‌1 The stock market capitalisation of the main listed companies operating in the local public services sector (A2A, Acea, Acinque, Hera and Iren) amounted to Euro 20.9 billion as at 30 September 2025. Official data taken from the Borsa Italiana website ( https://www.borsaitaliana.it ). ‌2 Internal processing. ‌Control of the company As of 30 September 2025, Asco Holding S.p.A. directly controls the majority of the Ascopiave S.p.A. capital. Ascopiave S.p.A. is included in the updated list of "Small and Medium Enterprises" (SMEs) pursuant to Article 1, Paragraph 1, lett. w- quater . 1) of Legislative Decree No. 58/1998 (TUF), published on Consob's institutional website, as per Consob Determination No. 105 of 22 May 2024. Therefore, pursuant to Article 120 of the Consolidated Law on Finance, the chart below reflects the stake above 5% held by shareholders of Ascopiave S.p.A. in the voting capital. Internal processing based on information received by Ascopiave S.p.A. pursuant to Article 120 of the Consolidated Finance Act and based on information in the company's possession. ‌Corporate Governance and Code of Ethics During the first nine months of 2025, Ascopiave S.p.A. continued to develop its corporate governance system, making continuous improvements to the control and risk management system, in order to contribute to the sustainable success of the company. Internal Control The activity plan of the Internal Audit Manager is approved annually by the Company's Board of Directors. In particular, the auditing activities framed in the aforementioned activity plan, based on a prioritisation process of the main risks, concern both compliance areas and the corporate processes referable to the business areas considered most strategic. Manager in charge The Financial Reporting Manager, with the help of the Head of Internal Auditing and the Compliance Function, reporting to the Legal and Corporate Affairs Department, reviewed the adequacy of administrative and accounting procedures as part of the verification activities, and continued monitoring and updating the procedures considered relevant for the purposes of compiling financial information. Moreover, in compliance with the provisions of Article 154-bis, paragraph 5-ter of the Consolidated Law on Finance, introduced by Article 12 of Legislative Decree No. 125/2024, the Chief Executive Officer and the Manager in charge of preparing the accounting documents, as of the approval of the financial statements as of 31 December 2024, certify, with a specific report, that the Sustainability Report included in the management report is prepared pursuant to the reporting standards provided for by the reference legislation. In particular, we would also like to inform you that the Compliance Function supported the Manager in charge, in collaboration with the Sustainability Function, which is part of the Legal, Corporate, Compliance and Sustainability Department, as well as in coordination with the Head of Internal Auditing, in the preparation of a new administrative procedure, integrated into the compliance pursuant to Law 262/2005, in order to describe the activities, control measures and related managers involved in the process of preparing the consolidated Sustainability Report of the Ascopiave Group drafted pursuant to Legislative Decree no. 125/2024. Furthermore, the Company is equipped with continuous auditing tools, which allow for the automation of control procedures. Organisation, management and control model pursuant to Legislative Decree 231/2001 Ascopiave S.p.A. and its subsidiaries adopt an Organisational, Management and Control Model; they have adhered to the Code of Ethics of the Ascopiave Group, a document last updated by the Board of Directors of Ascopiave S.p.A. on 27 June 2025. The Board of Directors of Ascopiave S.p.A., in its meeting of 30 July 2024, adopted the latest update of the General Section and Special Sections of its Organisational, Management and Control Model, following both new legislation that had been introduced in the meantime and changes in the corporate and Group structure. The Company, availing itself of the activity of the Supervisory Board, constantly monitors the effectiveness and adequacy of the Model adopted. On 9 November 2023, following the entry into force of Legislative Decree no. 24/2023, implementing EU Directive 2019/1937 on "Whistleblowing", Ascopiave S.p.A. approved an update to the "Procedure for the management of whistleblowing disclosures of the Ascopiave Group", now headed "Procedure for the management of "whistleblowing" disclosures of the Ascopiave Group", then adopted by all the Group's subsidiaries and an integral part of Model 231 (Annex 3 of the Organisation, Management and Control Model). The Company also continued its activities to promote, raise awareness and understanding of the Code of Ethics among all its interlocutors, especially in the context of commercial and institutional relations. Please note that Model 231 (General Part) and the Code of Ethics are available in the corporate governance section of the website https://www.gruppoascopiave.it . During the first nine months of 2025, the activity of drafting and adopting, as well as periodically updating, the organisation, management and control models of all the subsidiaries of the Ascopiave Group continued. In particular, following the extraordinary intercompany transactions, effective as of 11:59 p.m. on 31 December 2024, a process was started to further update the models of the companies involved, so as to allow them to be aligned with the corporate situation that had arisen. Lastly, the society AP Reti Gas North S.p.A. (controlled by Ascopiave from July 1, 2025), a company into which the gas destruction assets acquired from the A2A Group were merged, on July 3, 2025, adopted the Ascopiave Group's Code of Ethics, the Procedure for handling "whistleblowing" reports of the Ascopiave Group and its own Organisation, Management and Control Model, appointing its own Supervisory Body. The Model will be updated/improved in consideration of the final operational/management structure of AP Reti Gas North S.p.A. ‌Transactions with related and associated parties The Group engages in the following transactions with related parties: Administrative services from the parent company Asco Holding S.p.A.. The Group has the following transactions with related parties that produce the following types of operating revenues: Administrative and personnel services from Ascopiave S.p.A. to the parent company Asco Holding S.p.A.. During the first nine months of 2025 financial year, relations with related companies produced revenues in relation to the following types of services: Administrative, IT, personnel and facility services. It should be noted that these relations are based on maximum transparency and at market conditions. As regards the individual relationships, please refer to the explanatory notes to this report. The table below reflects the economic and financial importance of the transactions already described: (Thousands of Euro) Trade 30.09.2025 Other Trade Other Revenues Costs Goods Services Other Goods Services Other receivables receivables payables payables Asco Holding S.p.A. 65 174 14 0 0 164 0 0 42 0 Total parent company 65 174 14 0 0 164 0 0 42 0 Cogeide S.p.A 31 0 0 0 0 87 0 0 0 0 Total subsidiary companies 31 0 0 0 0 87 0 0 0 0 Total 96 174 14 0 0 251 0 0 42 0 ‌Significant events during the first nine months of the financial year 2025 Shareholders' agreements - update of voting rights On 7 January 2025, pursuant to the applicable laws and regulations, Ascopiave informed that an updated version of the key information relating to the shareholders' agreement signed on 16 March 2020 was published in the Corporate Governance section of the website https://www.gruppoascopiave.it . Ascopiave communicated that this update exclusively concerns the change in the number of voting rights held by some of the peaceful shareholders consequent to the intervening increases in voting rights, as communicated by Ascopiave on 7 June 2024 and 5 July 2024. Pursuant to Articles 65-quinquies, 65-sexies and 65-septies of the Issuers' Regulations, the document has been made available to the public at the company's registered office, at Borsa Italiana S.p.A., on the authorised storage mechanism "eMarket STORAGE" ( https://www.emarketstorage.com ) of Teleborsa S.r.l., and in the Corporate Governance section of the website https://www.gruppoascopiave.it . Strategic Plan 2025-2028 On 13 February 2025, the Board of Directors approved the Group's 2025-2028 strategic plan. The plan outlines a path of sustainable growth in the core businesses of gas distribution and renewable energy, enhancing the impact of investment initiatives already underway and with high visibility. These include the acquisition from the A2A Group of a number of gas distribution concessions in Lombardy, finalised with effect from 1 July 2025, which allows Ascopiave to further strengthen its presence in a regulated business with significantly stable profit margins. The development will take place under conditions of a balanced financial structure, guaranteeing a remunerative and growing distribution of dividends. Economic and financial highlights EBITDA to 2028: Euro 161 million (+ Euro 66 million compared to the 2024 forecast); Net profit 2028: Euro 41 million (+ Euro 9 million compared to preliminary 2024); Net investments 2025-2028: Euro 871 million; Divestments of minority interests 2025-2028: Euro 288 million; Net financial position 2028: Euro 690 million; Financial leverage (Net financial position / Shareholders' equity) as of 2028: 0.76; Dividend payout forecast: 15 cents per share for the financial year 2024, increasing by 1 cent per share in subsequent years until 2028. The plan is based on four key strategic pillars: growth in core businesses, diversification into synergistic sectors, economic and operational efficiency and innovation. The Group's strategy is to pursue sustainable business success, integrating environmental, social and economic sustainability aspects, and is oriented towards the goal of stable value creation for shareholders, evolving a profitable relationship with other relevant stakeholders. Ordinary Shareholders' Meeting held on 17 April 2025 On 17 April 2025, the Ordinary Shareholders' Meeting of Ascopiave S.p.A. met under the chairmanship of Nicola Cecconato. The Ordinary Shareholders' Meeting of Ascopiave S.p.A. approved the financial statements for the year and acknowledged the Group's consolidated financial statements as at 31 December 2024, which show a consolidated gross operating margin of Euro 103.4 million and a consolidated net profit of Euro 36.5 million. The Shareholders' Meeting resolved to allocate the profit for the year 2024 in the amount of Euro 28,402,936.91 to the distribution of dividends and to approve the distribution of a portion of the available reserve "Extraordinary Reserve Fund" in the estimated amount of Euro 4,062,741.49. The amount is such as to allow for the distribution of a total dividend equal to Euro 0.15 gross for each share that will be in circulation (excluding treasury shares in portfolio at the record date), for a total amount, calculated taking into consideration the number of treasury shares held by the Company as of 6 March 2025, of Euro 32,465,678.40 (of which Euro 28,402,936.91 from the profit for the year and Euro 4,062,741.49 from a portion of the available reserve "Extraordinary Reserve Fund"). The ordinary dividend was paid on 7 May 2025 with ex-dividend date on 5 May 2025 ( record date 6 May 2025). In addition, the Shareholders' Meeting approved, with a binding vote, the first section of the report on remuneration policy and compensation paid, prepared pursuant to Article 123-ter of Legislative Decree No. 58 dated 24 February 1998, (the "TUF") (i.e., the remuneration policy for the financial year 2025) and cast an advisory vote in favour of the second section of the report on remuneration policy and compensation paid, prepared pursuant to Article 123-ter of the TUF (i.e., the report on compensation paid in the financial year 2024). Finally, the Shareholders' Meeting approved the authorisation to purchase and dispose of treasury shares, subject to revocation of the previous authorisation granted by the Shareholders' Meeting of 18 April 2024, for the portion not executed. On 5 May 2025, the minutes of the Shareholders' Meeting were made available to the public at the company's registered office and disseminated and stored in the eMarket Storage" system of Teleborsa S.r.l. and published on the website https://www.gruppoascopiave.it within the legal deadline. Ascopiave acquires 100% of the share capital of Asco Power S.p.A. On 9 May 2025, the Ascopiave Group finalised the deed of acquisition from Fin-Energy S.A. of 9.80% of the share capital of the subsidiary Asco Power S.p.A. (hereinafter also the "Company") active in the renewable energy sector. The Ascopiave stake in Asco Power S.p.A. rises to 100% of the share capital. The acquisition price is made up of a fixed part equal to Euro 12,100,000.00 and, if the conditions are met, of a variable part according to what has been agreed between the parties. As of 31 December 2024, Asco Power's Net Financial Position was positive and equal to Euro 41,189 thousand, while EBITDA was Euro 15,655 thousand. The Company holds the participations in Asco Wind & Solar S.r.l. (100%) and in Green Factory S.r.l. (90%). We also inform you that the fixed price, as agreed upon above, was paid by Ascopiave S.p.A. to the selling party by bank transfer. The effects of the deed of acquisition run from the date of subscription, therefore Ascopiave S.p.A. will share in the undistributed and accrued profits. Ascopiave acquired the shareholding in Herabit S.p.A. (formerly Acantho S.p.A.) owned by the Province of Treviso, equal to 1.6452% of the share capital, for 445,745 shares. On 24 February 2025, following the results of the Public Auction for the sale of the Province of Treviso's entire shareholding in Acantho S.p.A. (now "Herabit S.p.A."), Ascopiave S.p.A. was provisionally awarded the provisional bid at a total price of Euro 3.4 million. On 30 May 2025, the Ascopiave Group finalised the deed of acquisition from the Province of Treviso of 1.6452% of the share capital of the company, formerly Herabit S.p.A., formerly Acantho S.p.A. (hereinafter also referred to as the "Company"), active in the telecommunications and information and communication technology sector. The stake of Ascopiave S.p.A. in Herabit S.p.A. thus have risen from 11.3515% to 12.9967% of the share capital. The acquisition price, following the awarding of the selection procedure promoted by the Province of Treviso, is equal to Euro 3,356,000 (corresponding to Euro 7.529 per individual share). The effects of the deed of acquisition are effective as of 30 May 2025. Disclosure of the total amount of voting rights pursuant to Article 85-bis, paragraph 4-bis, of Consob Regulation 11971 of 14 May 1999 On 6 June 2025, Ascopiave S.p.A. ("Ascopiave" or the "Company") announced that the increase in voting rights with respect to 248,234 ordinary shares of the Company had become effective, pursuant to Article 127- quinquies , Legislative Decree No. 98/1998 and Article 6 of Ascopiave's Articles of Association. Therefore, the total number of ordinary Ascopiave shares with increased voting rights is 161,674,942. Please note that Article 6 of Ascopiave bylaws envisages that each share held by the same shareholder for a continuous period of at least twenty-four months from the date of its registration in the Special List established pursuant to Article 6.8 of the bylaws (the "Special List") shall be attributed two votes. Completion of the transfer of the shares of EstEnergy S.p.A. With regard to the exercise of the put option held by Ascopiave S.p.A. on its own 25% shareholding in the company EstEnergy S.p.A., of which the market was informed by press release of 24 June, the following is noted, also for the purpose of updating the information contained in Sections 2.3.1. and 2.3.2. of the Information Document prepared pursuant to Article 71, paragraph 1 of Consob Issuers Regulations and made available to the public on January 1, 2020. Significant relations maintained by Ascopiave S.p.A., directly or indirectly through subsidiaries, with EstEnergy S.p.A. It is confirmed that the service contracts related to so-called "facility service" are active and the service contracts that had already been indicated as "expiring" within the above-mentioned Information Document regarding the service related to personnel and payroll management, the service related to administration, finance and control, general services and credit management service have expired. In addition, with regard to the IT services contract, already disclosed in the Information Document, we inform that the right of early termination was exercised, effective 1 January 2023. Finally, we inform you that on 17 January 2023, an agreement was activated for the consultation of the data that were the subject of the above-mentioned IT services contract signed between Ascopiave, EstEnergy S.p.A. and Hera Comm S.p.A. Significant relationships as well as agreements held between Ascopiave S.p.A, its subsidiaries, and by its managers or directors with the parties to which EstEnergy S.p.A. was sold As indicated in the Information Document, it is confirmed that, with the completion of the Transaction, both the EstEnergy Shareholders' Agreement and the EstEnergy Option Agreement ceased to exist. Appointment of Deputy General Director / Deputy General Manager On 27 June 2025, the Board of Directors of Ascopiave S.p.A. appointed Federica Stevanin, Director of Legal, Corporate, Compliance and Sustainability Affairs of Ascopiave S.p.A., also as Deputy General Director / Deputy General Manager. To Federica Stevanin, in the absence or impediment of the General Manager, Nicola Cecconato, in addition to the legal and institutional representation and the competences due to him according to the law and the bylaws, are conferred, as Deputy General Director / Deputy General Manager, all the powers for the performance of acts relating to the direction, coordination and control of the activities of the corporate functions and services, including, in particular, certain powers, exercisable in compliance with the policies of the Board of Directors and pursuant to the Code of Ethics and applicable regulations. A2A S.p.A., Unareti S.p.A., LD Reti S.r.l. and Ascopiave S.p.A. complete the transaction for the sale and purchase of gas network assets Further to the press release of December 19, 2024, and in execution of the agreement signed on the same date, the A2A Group (and in particular A2A S.p.A., Unareti S.p.A. and LD Reti S.r.l.) and Ascopiave S.p.A. announced that on June 30, 2025 the final deed ( closing ) was signed for the sale to Ascopiave of 100% of the shares of AP RETI GAS North S.r.l., a corporate vehicle that owns the business units Unareti S.p.A. and LD Reti S.r.l., comprising a compendium of assets consisting of approximately 490 thousand of gas distribution points relating to the ATEMs in the provinces of Brescia, Cremona, Bergamo, Pavia and Lodi, with a 2023 RAB of Euro 397 million and a 2023 EBITDA of Euro 44 million. The deal became effective as at 1 July 2025. The transaction was completed following the fulfilment of the relevant conditions precedent and the contribution by Unareti S.p.A. and LD Reti S.r.l. to AP RETI GAS North S.r.l. (now "AP Reti Gas North S.p.A.") of the assets included in the above-mentioned business units. The disbursement by Ascopiave S.p.A., which expresses the valuation of the company branch as of 31 December 2023, was Euro 430 million, and will be subject to adjustment subsequent to the closing, as per practice. The acquisition was financed by Ascopiave using the proceeds from the sale of the equity investment in EstEnergy S.p.A. (Euro 234 million) and, for the remaining part, through the use of financial leverage, through the use of new bank credit lines provided by BPER, Gruppo BCC Iccrea, Intesa Sanpaolo, Mediobanca and Unicredit, and a new bond issue with PGIM Private Capital. For further information on the transaction, please refer to the joint press release published on 19 December 2024, as well as to the information document prepared pursuant to Article 71 of Regulation No. 11971/1999, which was published by Ascopiave S.p.A. on 15 July 2025 within the terms and according to the procedures required by law. Information Document Published On 15 July 2025, an announcement was made stating that the information document prepared pursuant to Article 71 Consob Regulation No. 11971/99, as amended, pursuant to Annex 3B, Scheme No. 3, relating to the acquisition of AP Reti Gas North S.r.l. (now "AP Reti Gas North S.p.A.") - was completed between Ascopiave S.p.A. (the "Company") as purchaser and LD Reti S.r.l. and Unareti S.p.A. (both part of the A2A Group) as sellers and communicated to the market on 30 June 2025 - and made available to the public at the Company's registered office, on the Company's website at https://www.gruppoascopiave.it , as well as on the authorised storage mechanism "eMarket Storage" ( https://www.emarketstorage.com ) of Teleborsa S.r.l., as well as in the daily newspaper "Il Giornale" on 16 July 2025. ‌Other important events ‌Energy efficiency and savings With regard to the targets to which the Group's natural gas distribution companies are obliged about energy efficiency certificates (TEE), with the publication of the Ministerial Decree dated 21 May 2021, the 2020 target was considerably reduced and the quantities of certificates subject to the targets for the four-year period 2021- 2024 were determined. For all of the Group's obligated distribution companies, it should be noted that in the November 2023 session, the 2021 target was completed, while in the May 2024 session, the minimum portion of the 2023 target was met. It is noted that the amount of securities allocated to the Group's distribution companies for the financial year 2023 (May 2023 - June 2024) is 68,675 certificates while, for the financial year 2024, it is 76,867 certificates. It should be noted that during the November 2024 session, the 2022 target was completed for all companies and 30% of the 2024 target was covered. Finally, in the May 2025 session, the certificates for the minimum 2024 target were delivered. Through the publication of the MASE decree dated 21 July 2025, the rules governing the white certificate mechanism were updated and the general targets for distributors for the period 2025-2030 were published. We are currently awaiting final data from ARERA for the Group's distribution companies for the 2025 target. Consequently, the Group has made an internal estimate of the targets that could be assigned to the Group's distribution companies, quantifying the share for the first nine months of 2025 at 57,650 securities. It is herein stated that the expansion of the scope of consolidation, following the acquisition of AP Reti Gas North S.p.A., has led to an increase in energy saving targets of 28,556 certificates as a share of the first nine months of 2025. They are in addition to the 57,650 certificates listed above. ‌Stipulation of a proposed agreement with the Towns for the adoption of a shared procedure aimed at the agreed quantification of the " Residual Industrial Value" of the networks The regulatory changes that have taken place over the last few years, and in particular the regulations that have provided for the selection of the distribution service manager with the so-called "area tenders" tool, have led to the need to determine the Residual Industrial Value (R.I.V.) of the plants owned by the Managers. With regard to this aspect, the concession agreements regulated two "paradigmatic" situations, viz: the early redemption (normally regulated with reference to Royal Decree No. 2578/1925); redemption upon the (natural) expiry of the concession. The eventuality of an " ope legis " (by statute) expiry, prior to the start of the "contractual" term, was (normally) not envisaged and regulated) in the concession deeds. In substance, the case concerned (early expiry imposed by law) represents a "tertium genus", in certain respects similar to the exercise of early redemption (with respect to which, however, it differs markedly due to the lack of an autonomously formed will on the part of the Entity) and in other respects similar to the expiry of the term of the concession (which, however, has not expired). At least until Ministerial Decree 226/2011, there were no legislative and/or regulatory standards that precisely defined the methods and criteria for determining the R.I.V. of plants and that could therefore supplement the contractual clauses, which were frequently lacking. Even Legislative Decree 164/2000, until the amendment introduced first by Legislative Decree 145/2013, and then by Law 9/2014, merely referred to Royal Decree 2578/1925 which, however, sanctioned the industrial estimate method without setting precise estimate parameters. This situation made it extremely suitable, if not necessary, to define specific agreements with the Towns for arriving at a shared estimate of the Residual Industrial Value. Suffice it to say that the very lack of such agreements, in the past, has often led to disputes in both administrative and civil/arbitration courts. The situation of Asco Holding's shareholder Towns was even more peculiar, in the sense that, with the latter, there was no actual concession deed in the 'canonical' forms, but various acts of conferment into a company (the then Special Company) that at the same time sanctioned the continuation of the service previously provided by the Consorzio Bim Piave. It is clear that, as acts of contribution, a regulation of their own concerning the redemption and/or expiry of management was not contemplated, nor could it be contemplated. With the aforementioned Towns, Ascopiave therefore entered into an agreement that provided for the identification of an expert of recognised professionalism, competence and independence called upon to establish the fundamental criteria to be applied in calculating the Residual Industrial Value of gas distribution plants. The relative negotiated procedure, conducted with the criterion of the most economically advantageous offer, was concluded on 29 August 2011. The expert thus identified drew up the Report (made available on 15 November 2011) on "Fundamental criteria for calculating the Industrial Residual Value of the natural gas distribution plants located in the Towns currently served by Ascopiave S.p.A.", which was approved on 2 December 2011 by the Board of Directors of Ascopiave S.p.A. and subsequently by all 92 Towns with a Resolution of the Municipal Council. As part of the aforementioned procedure, the reciprocal relationships more strictly related to the management of the service were also regulated, providing for the payment of both lump sums (2010 - stipulation of supplementary deeds) to the amount of Euro 3,869 thousand, and (from 2011) of actual fees for variable amounts equal to the difference, if positive, between 30% of the Revenue Constraint recognised by the tariff regulation and the amount received by each municipality as a dividend in 2009 (2008 budget). Compared to the negotiated procedure of the previous paragraphs, there are no new agreements or changes in the reference regulations. ‌Litigations The litigations pending in Group companies are stated below. The disputes that have shown economic impacts that are considered probable have led to the recognition of specific provisions, while other disputes have not generated impacts on the Group's financial statements. There are no significant provisions in relation to outstanding disputes. ADMINISTRATIVE / CIVIL DISPUTES - RELATING TO GAS CONCESSIONS As at 30 September 2025, the following litigations were pending: AP RETI GAS - MUNICIPALITY OF SOVIZZO A civil lawsuit initiated by the Town of Sovizzo, with a writ of summons served on AP Reti Gas S.p.A. on 21 February 2019. The Entity requested the payment of a concession fee of Euro 65 thousand/year starting from 1 January 2013. With the Sentence of 10 December 2021, the monocratic Judge accepted the Town's request and sentenced AP Reti Gas S.p.A. to pay Euro 65 thousand/year, from 2013 and until the end of the current management. The Company disagreed with the ruling and, considering it unlawful, filed an appeal (RG 95/2022). The first hearing was held on 16 May 2022 and the hearing for the statement of conclusions was held on 12 June 2023. With a Sentence dated 12 December 2023, the Venice Court of Appeal rejected AP Reti Gas's appeal, confirming the first instance Sentence. The Company paid the amount due but also appealed to the Court of Cassation. AP RETI GAS - MUNICIPALITIES OF CONCORDIA SAGITTARIA, FOSSALTA DI PORTOGRUARO AND TEGLIO VENETO Three (initial) administrative proceedings, pending before the Veneto Regional Administrative Court, brought by AP Reti Gas S.p.A. for the annulment of Resolutions nos. 92, 85 and 70 of the Municipal Council of 2020, whereby the three entities approved the respective estimates of the residual value of the plants, drawn up by the engineer appointed by the S.A. (Metropolitan City of Venice) using the ministerial LGs criterion, instead of, as obligatory under Article 15, paragraph 5 of Legislative Decree 164/2000 and as previously done, applying the duly and timely agreed contractual criteria, with a lower value recognised to AP Reti Gas S.p.A, respectively, of about Euro 412 thousand, Euro 375 thousand and Euro 48 thousand. The Town of Concordia Sagittaria (upon the behest of Ambito S.A.) transmitted a further GC Resolution (no. 3/2022) with which it approved another estimate (again at ministerial LGs) that, even if marginally, further reduces the repayment value recognised to AP Reti Gas S.p.A. The Company, therefore, filed another appeal on these grounds. Similarly, the Town of Fossalta di Portogruaro, on 11 August 2022, forwarded GC Resolution No. 37/2022 (adopted in March) concerning the approval of the estimated VIR (at LG), which exceeds the previous Resolution No. 85/2020. Although the difference with the previous value (referred to in the contested Resolution No. 85/2020) is minimal (below one thousand euro), the Company had to proceed with an appeal with additional grounds, duly filed and notified within the terms. With regard to the dispute with the Town of Teglio Veneto, the Regional Administrative Court ordered a "verification" to ascertain whether the negotiation criteria were complete (and therefore usable to update the estimates). In this regard, it appointed Prof. Ing. Marella of the Department of Civil, Construction and Environmental Engineering (ICEA) at the University of Padua as CTU, while the company and the municipality appointed their own CTP. The hearing to discuss the outcome of the verification was set for 09 October 2024. The verifier, at the outcome of the investigations carried out, established, in summary, that: " From the supplementary deed to the original agreement signed on 1 December 2011 and from the appraisal report acquired at the general protocol of the Town of Teglio Veneto no. 8309 of 18 December 2009 - all the methodological elements for the calculation and verification of the reimbursement value can be deduced (with the possibility of adjusting the reimbursement value, also following any updates to the state of consistency) with the exception of the actual consistency of the network sections affected by protection works, which was not indicated. This aspect, in any case, affects the valuation of the network to a very limited extent, below 2% . By Ruling No. 2913/2024, the Regional Administrative Court upheld AP Reti Gas's appeal, annulling the contested measure of the Town of Teglio Veneto and apportioning the costs of the verification on a 50-50 basis. Similarly, with Sentence No. 2/2025, the Regional Administrative Court, extending the findings of the verification carried out in the proceedings with the Town of Teglio Veneto, upheld the appeal of AP Reti Gas, annulling the contested measures of the Town of Concordia Sagittaria and awarding 50% of the costs of the proceedings. With regard to the similar dispute with Fossalta di Portogruaro, the Regional Administrative Court, by Order No. 2992/2024, ordered the verification to be carried out by the Director of the Department of Civil, Construction and Environmental Engineering (ICEA) at the University of Padua (the same Director already appointed for the dispute with Teglio Veneto). AP Reti Gas shall appoint the same CTP already indicated in the verification ordered in the case of Teglio Veneto. As already indicated in the Teglio Veneto case, the Auditor, in brief, has ascertained that "From the "supplementary agreement for the municipal methane gas service" of 4 November 2011 and the valuation report acquired by the general registry of the Town of Fossalta di Portogruaro no. 12331 of 28 December 2009, all the methodological elements for calculating the reimbursement value can be inferred, with the possibility of adjusting the reimbursement value, including following any updates to the status of the assets'. In virtue of the Judgment no. 1660/2025, the Regional Administrative Court upheld the appeal submitted by AP Reti Gas, cancelling the disputed measure of the Town of Fossalta di Portogruaro and apportioning the verification costs on an equal 50/50 basis. ADMINISTRATIVE/CIVIL DISPUTES - NOT RELATING TO GAS CONCESSIONS As of 30 September 2025, the following are pending: AP RETI GAS - ANAC RESOLUTIONS 214 AND 215 / 2022 and RESOLUTION 584/2023 An appeal to the Regional Administrative Court of Lazio - Rome (R.G. 7980/2022), brought by AP Reti Gas S.p.A. (together with other leading operators of gas and electricity distribution services), for the annulment of ANAC Resolutions No. 214 and 215 of 2022, by means of which, the Authority, in allegedly executing Sentence No. 2607/2022 of the Regional Administrative Court of Lazio, substantially reproduced what was set forth in the President's Announcements, which were annulled for lack of jurisdiction of the same Court. In fact, AP Reti Gas (together with other leading gas and electricity distribution service operators) had previously requested and obtained the annulment of the ANAC President's Notification dated 16 October 2019. Said measure, in essence, extended the obligations proper to contracts subject to the application of Legislative Decree 50/2016 (e.g., acquisition of the CIG and payment of the ANAC contribution) also to contracts excluded and even outside the application of the Code. With Sentence No. 2607/2022, the Lazio Regional Administrative Court upheld AP Reti Gas's appeal and annulled the contested measure, finding that the President lacked jurisdiction with respect to the issuance of the same measure. ANAC, however, in alleged compliance with the judgment, substantially reproduced the content of the measures annulled by the TAR in two resolutions (Nos. 214 and 215 of 2022). The measures were therefore challenged, for the most part, by re-proposing the "merit" complaints already prepared in the first judgement and not examined by the TAR, not because they were considered unfounded, but because the Court, pursuant to the CPA, considered the ruling of lack of jurisdiction to be absorbent and exhaustive. By Resolution 584/2023, ANAC formally repealed Resolutions 214 and 215, but re-proposed entirely similar rules, albeit with some peculiarities. By means of an appeal on additional grounds, also in the form of an autonomous appeal, notified at the end of February 2024, within the time limits for appeal, the Company challenged the latter measure. By Ruling No. 11370/2025, the Regional Administrative Court of Lazio dismissed the application for annulment of ANAC Resolution No. 584/23 and declared the appeal against Resolutions No. 214-215/2022 inadmissible, awarding the costs of the proceedings. In the context of the grounds, the Court, with reference to the category of so-called "extraneous contracts", acknowledges that these are not subject to the requirements of Resolution 584/2023. The company has resolved that it will not submit an appeal. ASCOPIAVE / AP RETI GAS - ARERA RESOLUTIONS ARG/GAS 570/2019 and 117/2021/R/gas (in addition to the related access proceedings) An appeal before the Regional Administrative Court of Lombardy - Milan (R.G. 522/2020), brought against ARERA by Ascopiave S.p.A. and AP Reti Gas S.p.A. (together with other leading gas distribution service operators), for the annulment of Resolution 570/2019/R/gas, concerning the " tariff regulation of gas distribution and metering services for the period 2020-2025 ". The new regulatory discipline envisages a strong and unjustified reduction of tariff items to cover the operating costs recognised to distributors. The appeal was filed on 25 February 2020. With an appeal on additional grounds dated 24 May 2021, an appeal was also filed against ARERA Resolution No. 117/2021/R/gas, concerning the "Determination of the definitive reference tariffs for gas distribution and metering services for the year 2020". In fact, the Companies considered that the measure, being part of the determinations following the tariff regulation as per Resolution No. 570/2019, could be further detrimental to the Group's distribution companies. At present, there are no further procedural steps. ASCO POWER - COMUNITA' MONTANA DI VALLE TROMPIA (Torrente Mella hydro-electric concession) A lawsuit was filed with the Court of Brescia (RG 13537/2024), initiated with an appeal pursuant to Article 281 undecies of the Code of Civil Procedure by Comunità Montana di Valle Trompia (CMVT) against Asco Renewables S.p.A. (formerly Morina, now Asco Power S.p.A.) in order to ascertain the termination of the Agreement dated 21 March 2007, therefore the company's exclusion from the hydroelectric concession of Torrente Mella, granted to the former Morina and to CMVT by the Province of Brescia with its own executive decision No. 3099 of 3 August 2010 and from the single authorisation pursuant to Article 12 of Legislative Decree 387/2003, granted by the same Province with its own executive decision No. 4501 dated 24 July 2014. Asco Renewables (now Asco Power) duly entered an appearance. At the hearing dated 27 March 2025, the Judge granted the terms for the submission of defence briefs, adjourning the hearing of the case to 05 June 2025. In view of the hearing held on 16 October 2025, the parties requested an adjournment, as negotiations were underway to reach a settlement. The judge granted the request and postponed the hearing to 26 February 2026. ASCO POWER - EXTRA PROFITS (Measures of the Revenue Agency and other Entities) A lawsuit before the Regional Administrative Court of Lazio - Rome (R.G. 10986/22), initiated by Asco EG S.p.A., now Asco Power S.p.A. (notified on 16 September 2022), against the provisions of the Inland Revenue Agency (Director's Order no. 221978/2022, Resolution no. 29/E of 20 June 2022, Circular no. 22/E /2022) and other Entities (e.g. related ARERA Opinion), implementing the provisions of Article 37 of Decree-Law no. 21/2022, converted with amendments by Law no. 51/2022 and subsequently further amended by Decree-Law no. 50/2022, in turn converted with amendments by Law no. 91/2022. As part of the appeal, the issues of constitutionality and compliance with European law of the primary regulation were raised. Likewise, in certain appeals filed by other companies before the Tax Commission, the question of jurisdiction was also raised before Italy's Supreme Court. The public hearing for the discussion of the appeal on the merits took place on 4 April 2023. The Regional Administrative Court ordered a postponement to 18 July 2023. At the outcome of the hearing, the Regional Administrative Court, by Order dated 18 July 2023, ordered the suspension of the proceedings, by virtue of: the pending, before Italy's Supreme Court, of judgments concerning the question of the jurisdiction of the Administrative Judge in the matter in dispute and the pending, before the Constitutional Court, of judgments concerning the constitutional legitimacy of the legislation underlying the contested acts and measures. In U.S. Judgment No. 29702/2023, the Court of Cassation established the jurisdiction of the Administrative Judge. With Sentence No. 111/2024, filed on 27 June 2024, the Constitutional Court declared the constitutional illegitimacy of Article 37, paragraph 3, of Decree-Law No. 21/2022, in the part in which it includes excise duties in the basis for calculating the extraordinary contribution. In light of the aforementioned pronouncements, on 30 July 2024 the company's attorneys filed an application to set a hearing, for the continuation of the Judgment. At present, the hearing has not been scheduled. It is also worth mentioning the Order of 20 February 2025 of the Constitutional Court, with which, in the context of another judgement, referring to the Budget Law 2023 (197/2022), the Constitutional Court referred to the EU Court of Justice the preliminary question of the compatibility of the so-called "solidarity contribution" (provided for by the same Budget Law) in the part in which the measure is imposed on all energy operators (therefore also companies that produce electricity from renewable sources). In the same Order, it is stated, among other things, that: " Another profile of conflict with Articles 3 and 53 of the Constitution would reside in the duplication of taxation arising from the simultaneous application, for four months (from January to April 2022), of the extraordinary contribution referred to in Article 37 of Decree-Law No. 21 dated 21 March 2022 ...". ASCO POWER - AID DECREE (ARERA Resolution No. 266/2022 and GSE Notice of 07 July 2022) A lawsuit before the Regional Administrative Court of Lombardy - Milan (R.G. 1774/22), brought by Asco EG S.p.A., now Asco Power S.p.A. (notified on 08 September 2022), against ARERA Resolution No. 266/2022 and the GSE Notice of 07 July 2022, implementing Article 15 bis of Law Decree 4/2022, converted by Law 25/2022, and amended by Law Decree 115/2022, converted with amendments by Law 142/2022. As part of the appeal, the issues of constitutionality and conformity with European law of the primary regulation were raised. With Sentence No. 2676/2022 of 23 November 2022, the Regional Administrative Court upheld the appeal and consequently annulled ARERA Resolution No. 266/2022 and the consequent acts of the GSE. The reasons for the decision were published on 09 February 2023. As a precautionary measure, (at the time) pending the above-mentioned grounds, on 06 December 2022, the Company, together with the other plaintiffs, filed a further appeal on additional grounds with the Regional Administrative Court of Lombardy - Milan, due to the supervening force of EU Regulation 2022/1854, for the annulment of all the measures arising from Resolution No. 266/2022, as well as to ascertain the lack of the prerequisites for the application of Art. 15 bis of DL 4/2022 and for the consequent nullity of all the application measures issued by ARERA and the GSE. The issues of constitutionality and compliance with European law of the primary regulation were also raised. Sentence No. 2676/2022 was appealed by ARERA before the Council of State (RG 10025/22), with a request for a stay of the first instance sentence. By order of 17 January 2023, the Council of State granted the precautionary petition and therefore suspended the enforceability of the challenged ruling. Following the publication of the grounds of the first instance judgement, on 21 March 2023, the application to revoke the precautionary order was discussed. The Council of State, however, confirmed the suspension of the execution of the Judgment and set the public hearing on the merits for 05 December 2023. At the outcome of the hearing, the Council of State (hearing the appeal of the Lombardy - Milan Regional Administrative Court's Sentence no. 2676/2022) granted the company's request and postponed the public hearing, pending the decision of the EU Court of Justice. The hearing of 29 October 2024 was further postponed to a date to be determined pending the decision of the EU Court of Justice. With respect to the further proceedings brought before the Lombardy - Milan Regional Administrative Court, by Order dated 17 July 2023, the Court, in turn, suspended the proceedings pending the preliminary ruling of the Court of Justice of the European Union with respect to the questions formulated by the same Regional Administrative Court in a previous Order dated 7 July (adopted in the context of a proceeding with a completely similar subject matter). The European Court of Justice, with regard to the question of the compatibility of Article 15 bis of Decree-Law No. 4/2022 with EU Regulation 2022/1854, set the hearing for 11 July 2024, then postponed to 6 November 2024. On 06 February 2025, the conclusions of the Advocate General c/o the EU Court of Justice were announced. In essence, the Advocate General considers that Article 15a of Decree-Law No. 4/2022 is not incompatible with EU law (EU Directive 2019/944, EU Directive 2018/2001 and Regulation 1854/2022) due to the fact that the cap on market revenues obtained from the sale of energy has been calculated on the basis of the average of market prices of the last 10 years from 2010 to 2020, provided that the conditions of Article 8(2)(b) and (c) of Regulation 1854/2022 are met, i.e. that the cap on revenues: does not compromise the investment signals: ensures that investments and operating costs are covered. The ruling of the EU Court of Justice is pending. ASCO POWER - NOTICES OF PAYMENT OF STATE FEES FOR LARGE HYDROELECTRIC DERIVATIONS YEAR 2023 An action before the Superior Court of Public Waters (R.G. 136/2023), brought by Asco EG S.p.A., now Asco Power S.p.A, with appeal dated 16 June 2023, against Regione Lombardia, for the annulment of the Lombardy Regional Council's Resolution No XII/136 of 12 April 2023 " Determinations regarding the updating of the fixed component of the fee due from large hydroelectric derivations for the year 2023 in application of Article 20(2) of Regional Law No 5 of 8 April 2020, as amended and supplemented" , published in the Official Bulletin N. 16 dated 18 April 2023 and of the consequent deeds (e.g. Notice of expiry of the public water utility fee 2023). In a nutshell, the company disputes the method of adjustment to the inflation rate and consequently the amount of the requested fee. The first hearing was held on 17 April 2024. In the meantime, the request for payment of the 2024 fee was received. On 17 October 2024, the company filed an appeal on additional grounds against these additional payment notices. The company, moreover, nevertheless paid the fees (2023 and 2024) in the amount allegedly due by the Region, accompanying the payment with a notice of non acquiescence, pointing out the continuation of the dispute, and therefore of the litigation, in existence. In its ruling of 23 April 2025, the Superior Court of Public Waters dismissed the appeal, awarding costs. The company is examining whether to submit an appeal. ASCO POWER - CHALLENGE TO THE ACTS OF THE TENDER FOR THE REASSIGNMENT OF THE 'CODERA RATTI-DONGO' LARGE HYDROELECTRIC DERIVATION CONCESSION A lawsuit before the Superior Court of Public Waters (RG 118/2024), brought by Asco EG S.p.A., now Asco Power S.p.A., with an appeal dated 21 June 2024, against the Region of Lombardy, for the annulment of the tender acts relating to the reassignment of the "Codera Ratti-Dongo" large hydroelectric derivation concession, with a request for suspension of the procedure. The company challenged two clauses (considered to be exclusionary): the first related to one of the requirements (management of a plant with a power exceeding 10 MW), which appeared to be out of line with the characteristics of the plants subject to the tender, and the second related to the introduction of the condition under which, in order to enter into the contract, the successful bidder would have to waive all disputes concerning state fees outstanding with the Region of Lombardy. The Superior Court set the hearing for 4 September 2024. At the same hearing, the appeals brought by other operators (A2A and Edison) were also dealt with. At the hearing, the Relating Counsel combined all the judgments relating to the tender, asking the plaintiffs' counsel if they were willing to waive the precautionary petitions in exchange for an effort by the Judge to shorten the timeframe of the judgments, with the scheduling of the hearing on the merits to be held shortly. The company's lawyers agreed to the proposal. The court rejected the interlocutory application 'reiterated' by another applicant, setting the hearing for the discussion of the merits on 27 November 2024. In the meantime, the company asked for an extension of the deadline for submitting offers (set in the tender documents as 18 October 2024), giving the relevant reasons. The Region, however, rejected the request. The parties filed their closing briefs at the end of November. The Company, in particular, took pains to emphasise the peculiar arguments by virtue of which the interest in a ruling on the merits remains, notwithstanding Codera Ratti Dongo's non-participation in the tender. ASCO POWER - FIN ENERGY S.A. (Capital increase of Asco EG) A lawsuit before the Court of Enterprises of Venice (R.G. 5768/22), brought by Fin Energy S.A., a minority shareholder of Asco EG S.p.A., now Asco Power S.p.A., against the same company, with a petition notified on 03 August 2022, challenging the capital increase resolved by the shareholders' meeting of Asco EG on 27 May 2022, by means of an appeal against the relevant resolution. The Company, considering the claim unfounded, entered an appearance within the time limit. The first two hearings were held on 21 December 2022 and 19 July 2023. The hearing for the examination of witnesses took place on 12 October 2023. The Judge set the deadlines for filing closing statements and rebuttal briefs for 17 June 2024 and 8 July 2024, respectively. With the Sentence of 02 October 2024, the Court of Venice rejected Fin Energy's claims in their entirety, sentencing the latter to pay Asco EG's legal expenses. Fin Energy, with a writ of summons dated 28 February 2025 (for a hearing on 11 June 2025), appealed against the Sentence c/o the Court of Appeal of Venice. The company entered an appearance for the confirmation of the first instance sentence. On 09 May 2025, a settlement agreement was reached between the parties, by virtue of which, Ascopiave S.p.A. acquired from Fin-Energy the remaining 9.80% of Asco Power's share capital, thus becoming its sole shareholder. The agreement has also envisaged the abandonment of the litigation initiated by Fin Energy. In view of the above, commencing with the next quarterly report, the case will be excluded from the list of ongoing lawsuits. ASCO POWER - FIN ENERGY S.A. (Resolution of the shareholders' meeting for the merger by incorporation of Asco Renewables into Asco EG) A lawsuit before the Companies Court of Venice (RG 1456/2025), initiated by Fin Energy S.A., a minority shareholder of Asco EG S.p.A. (now Asco Power S.p.A.), against the same company, with a writ of summons served on 13 January 2025 for the hearing dated 27 May 2025, requesting the appointment of a representative of the Company pursuant to Article 78 of the Italian Code of Civil Procedure. (considering that the current legal representatives of Asco EG S.p.A. are representatives of Ascopiave S.p.A.) and the annulment or declaration of nullity, or in any case the invalidity of the resolution adopted on 14 October 2024 by the extraordinary shareholders' meeting of Asco EG S.p.A, approving the plan for the merger by incorporation of Asco Renewables S.p.A. into Asco EG S.p.A. On the merits, Fin Energy contested the exchange ratio, arguing that the shareholding in its favour should be 12.3%, instead of the 9.8% envisaged in the merger project, approved by the Extraordinary Shareholders' Meeting of 14 October 2024. The difference (2.5%), according to Fin Energy's prospectus, would be worth approximately Euro 4.45 million. The company, believing the claims to be unfounded, entered an appearance to resist the plaintiff's action. On 09 May 2025, a settlement agreement was reached between the parties, pursuant to which, Ascopiave S.p.A. acquired from Fin Energy the remaining 9.80% of Asco Power's share capital, thus becoming its sole shareholder. The agreement has also envisaged the abandonment of the litigation initiated by Fin Energy. In view of the above, commencing with the next quarterly report, the case will be excluded from the list of ongoing lawsuits. ASCO POWER - CLAIM FOR COMPENSATION BY FORMER DIRECTOR A lawsuit at the Court of Enterprises of Venice (RG 7212/2024), initiated by a member of the Board of Directors of Eusebio Energia S.R.L. (now Asco Power S.p.A.) with an appeal pursuant to Art. 281 undesdecies civil procedure code, whereby the same, deeming the manner in which he was terminated from office to be unlawful, sued Asco EG, as the assignee of Eusebio Energia, for the recognition of the loss of earnings for the period from 1 January 2014 to 30 June 2016, quantified in Euro 500,000, plus Provident Fund and VAT. The company appeared before the court, contesting the claim, with both procedural and substantive arguments. The hearing was set for 06 February 2025. With Sentence No. 784 of 12 February 2025, the Court, confirming the company's position, declared the appeal inadmissible (given the previous judgement that had recognised the arbitral jurisdiction), sentencing the plaintiff to pay the costs of the litigation (Euro 17,500, plus charges). The former Director, through his lawyers, has announced that he will not appeal the ruling but will seek arbitration. However, no notification has been received in this regard as of the present time. ASCO POWER - NOTIFICATION OF INJUNCTION ORDERS BY THE VENETO REGION FOR FREE ELECTRICITY SUPPLY A lawsuit, to be brought against the Veneto Region, brought by Asco Power S.p.A. for the cancellation of the Injunction Orders, relating to the years 2021 and 2022 (to which, in all likelihood, the one for 2023 will be added), with which the Entity, pursuant to Regional Law no. 27 of 3 July 2020 and Article 12, paragraphs 1 quinquies and 1 septies , Legislative Decree No. 79 dated 16 March 1999, requested payment of the value of the electricity to be supplied free of charge for the hydroelectric concession of the Collicello plant. The company disputes the aforesaid measures, since, as repeatedly pointed out to the Veneto Region, the relative fulfilment was addressed to the Autonomous Province of Trento, an entity that, at the time, was legitimately entitled to demand it. By a writ of summons in opposition against the Veneto Region and, if necessary, against the Autonomous Province of Trento, served on 24 April 2025, Asco Power requested the Civil Court of Venice to annul and/or revoke and/or declare ineffective, subject to suspension of effectiveness of the payment injunction order No. 60 of 14 March 2025, by which the company was ordered to pay an amount equal to Euro 105,643.95 (plus legal interest and expenses) as monetization of the free supply of electricity for the year 2021 and the payment injunction order No. 95 of 2 April 2025, by which the company was ordered to pay an amount of Euro 286,912.78 (plus legal interest and expenses) as monetization of the free electricity supply for the year 2022. On 20 June 2025, the Veneto Region filed the statement of appearance for the court hearing on 2 October 2025. The Autonomous Province of Trento ha also filed a statement of appearance. It should be noted that a dispute is still pending between the two entities concerning the ownership of the "proceeds" of the same plant. The Province of Trento has in fact challenged, before the Superior Water Court, the Veneto Regional Council's Resolution No. 1499 of 29 November 2022, on the grounds that in the same Resolution the Collicello plant is included in the list of large derivations " subject to the supply of free electricity pursuant to Regional Law 27/2020 " and not in the list of large derivations " subject to the supply of free electricity pursuant to Regional Law 27/2020, to be subject to specific agreements with other Regions or Autonomous Provinces ". PROCEEDINGS RELATED TO ADMINISTRATIVE OFFENCES PURSUANT TO LEGISLATIVE DECREE 231/2001 As of 30 September 2025, the following were pending: ASCO POWER - NOTICE OF THE CONCLUSION OF THE INVESTIGATION OF THE BRESCIA COURT OF FIRST INSTANCE An administrative proceeding pursuant to Legislative Decree no. 231/2001 against Asco EG S.p.A., now Asco Power S.p.A. (exclusively) as the assignee of Eusebio Energia, arising from the crime of "environmental pollution" under article 452-bis of the Italian Criminal Code charged against the then CEO (in addition to the legal representative of the contractor company entrusted with the management of the Isola and Mantelera plant), which was made known to the company following the notification of the notice of conclusion of investigations, dated 06 November 2024. The contested facts (between March 2020 and March 2021) refer to the period prior to the acquisition of Eusebio Energia by Ascopiave S.p.A.. The latter, therefore, is entirely extraneous to the concrete events that have led to the aforementioned dispute. Moreover, none of the current directors, nor any other employee of the Group, is involved in the investigation and/or, much less, in the consequent measures. Asco EG filed the " Application for consent to the application of the sanction on request, pursuant to Article 63 of Legislative Decree No. 231/2001 " c/o the competent Public Prosecutor's Office of Brescia. This envisages only the pecuniary sanction, indicated in a total amount of Euro 58,800.00, with the exclusion of prohibitor sanctions and confiscation due to the non-existence of the conditions indicated in Article 13 of Legislative Decree No. 231/2001, given that the company did not derive any greater profit from the contested conduct. The GIP, for the assessment of the petition, set the hearing in chambers for 09 October 2025. The Judge accepted the proposal by confirming the economic sanction of Euro 58.800,00. **** Commencing 1 January 2024, Asco Renewables has merged with Eosforo S.R.L., Morina S.R.L. and Sangineto Energie S.R.L., as well as Asco Energy S.p.A. With effect from 11:59 p.m. on 31 December 2024: Asco Renewables was merged into Asco EG S.p.A., which, at the same time, has changed its name to Asco Power S.p.A.; Salinella Eolico S.r.l. has changed its name to Asco Wind & Solar S.r.l.; The intra-group merger and demerger project has taken effect, reducing the distribution companies to AP Reti Gas S.p.A. and AP Reti Gas Nord Ovest S.p.A. (formerly Romeo Gas S.p.A.) only. **** FORCED ACCESS - DEFAULT SERVICE The distribution companies of the Ascopiave Group, in fulfilment of their regulatory obligation to do so (with particular reference to Article 40.2a) of TIVG), act, as a rule pursuant to Article 700 of the Italian Code of Criminal Procedure, in order to obtain forced access to property and to be able to disconnect the utilities served under the Default Service (SDD) arrears regime. The appeals are addressed to end customers (or de facto users). For this purpose (and in order to comply with regulatory requirements) a management procedure has been defined that starts with the activation of the SDD and ends with its termination (for one of the various hypotheses envisaged). The same envisages the performance of closure attempts in the ordinary forms, the retrieval of information, the carrying out of registry checks and/or attempts to contact the end customers involved, the transmission of notices and warnings and, lastly, where these initiatives are unsuccessful (originally, limited to users with AC > 500 standard cubic metre scm/year see below), the commencement of emergency legal action. Currently, they are: no. 04 files filed (hearings already fixed and/or already under consideration); no. 1 dossier at the enforcement stage; no. 1 file with critical procedural issues (e.g. with appeal and/or complaint rejected); no. 0 dossiers in the management phase (for which, therefore, the filing of the appeal may be necessary) [N.B. due to Resolution No. 379-2024-R-gas, discussed below, the reference is to users with annual "AC" consumption exceeding 5,000 scm]. With Resolution No. 379-2024-R-gas, ARERA introduced extremely significant changes to the regulation. In a nutshell, the withdrawal limit beyond which the distributor is required to initiate legal action (for forced access to the meter) has been changed, from 500 scm/year to as much as 5,000 scm/year. This will lead, in essence, to the near-zeroing of the related practices. The Resolution also envisages the abandonment of pending proceedings. Therefore, the annual number of dossiers for which legal action will probably have to be taken in 2025, for AP Reti Gas S.p.A., AP Reti Gas Nord Ovest S.p.A. and AP Reti Gas North S.p.A., can be roughly estimated between 2 and 5 actions. ‌Relations with the Tax Agency ROBIN TAX The companies Ascopiave, Ap Reti Gas Rovigo (now merged into AP Reti Gas S.p.A.), Edigas Esercizio Distribuzione Gas (now merged into AP Reti Gas Nord Ovest), Unigas Distribuzione (now merged into AP Reti Gas Nord Ovest) and Asco Energy (ex. Veritas Energia, now merged into Asco Power S.p.A.) starting from the year 2008 have been subject to the additional IRES (Robin Tax) introduced by Article 81 DL. 112/2008. Subsequently, in 2015, the Constitutional Court declared the constitutional illegitimacy of the aforementioned tax and following this ruling, the companies requested the refund of the tax unduly paid, filing the various appeals on the basis of a retroactive interpretation of the aforementioned ruling, also supported by an opinion issued by a constitutional lawyer. Subsequent to the negative rulings by the respective Regional Tax Commissions, the companies appealed to the Supreme Court of Cassation. In March 2022, the first negative rulings were announced, with the Constitutional Court rejecting the appeal filed by AP Reti Gas Rovigo and Edigas Esercizio Distribuzione Gas, which proceeded with the filing of the appeal with the European Court of Human Rights. In October 2024 the Constitutional Court's rejection of the appeal promoted by Ascopiave and Asco Energy was announced, while in March 2025 the same rejection of the appeal by Unigas Distribuzione arrived. VENETO REGIONAL MANAGEMENT AUDIT In September 2019, a short access began against the companies Ascopiave S.p.A. and Ascotrade S.p.A. (the latter merged into EstEnergy S.p.A. with effect from 1 October 2022) by the Veneto Regional Directorate of the Veneto Revenue Agency in relation to the Ires, Irap and VAT sectors with respect to the years ranging from 2013 to the date of access. The first phase of the audit activities have led to the issuance on 29 October 2019 of a Formal Notice of Findings against Ascotrade S.p.A., a company transferred on 19 December 2019 to the Hera Group and subject to a specific guarantee, containing findings in relation to direct and indirect taxes related to the years 2013 and 2014. With Sentence No. 577/2023 issued by the Veneto Court of Tax Appeals of second instance, the company obtained the final annulment of the assessment acts, a sentence that was not appealed by the losing Agenzia delle Entrate (hereinafter the Tax Agency). With reference to subsequent financial years, the audit activities continued with the issuance on 29 September 2020, against Ascotrade S.p.A., of the Formal Notice of Assessment referring to the year 2015, subsequent to the presentation of specific pleadings, the Inland Revenue issued the notices of assessment on 23 December 2020, subject to the subsequent appeal by the company before the Provincial Tax Commission of Venice, which was accepted with the sentence of 23 February 2022, which provided for the annulment of the relative contested deeds. On 15 November 2022, the Tax Agency filed an appeal, discussed on 12 July 2024, which was then rejected by the Veneto Court of Second Instance Tax Court with sentence no. 751/2024, which sentenced the Tax Agency to pay the costs of the litigation. On 23 December 2021, Ascotrade S.p.A. was served notices of assessment relating to Ires for the years 2016 and 2017, as well as Irap and VAT for the years 2016, 2017 and 2018, for which an appeal was filed on 18 February 2022. On 04 July 2023 the Tax Court of First Instance of Venice filed ruling no. 315/2023 in which it accepted the appeal, providing for the annulment of the relevant contested acts. On 2 February 2024, the Tax Agency filed an appeal, discussed on 12 July 2024, which was then rejected by the Veneto Court of Tax Justice of second instance with judgment no. 752/2024, which ordered the Tax Agency to pay the costs of the litigation. The rulings of the Veneto Court of Tax Appeals for the years 2015-2018 have not been appealed by the Tax Agency and are therefore res judicata. On 13 December 2023, EstEnergy (following the merger of Ascotrade S.p.A.) was served a notice of assessment relating to IRES, IRAP and VAT for the 2019 tax year, for which an appeal has been filed. To date, no hearing has yet been set for the hearing of the appeal. Finally, on 31 December 2024, the notice of assessment for IRES, IRAP and VAT for tax year 2020 was served. The company with the support of its tax advisor considers the risk as "possible" or "remote" and therefore has not made any provision. ‌Territorial areas Regulatory developments Beginning in 2011, the regulatory framework of the sector was significantly increased with the issuance of the Decree of 19 January 2011, which identified the Minimum Territorial Areas (ATEM), followed by the so-called Occupational Protection Decree dated 21 April 2011, implementing paragraph 6 of Article 28 of Legislative Decree No. 164 of 23 May 2000, and the Decree of 18 December 2011, which identified the Towns that are part of each Tender. Also of fundamental interest is Decree No. 226 of 12 November 2011 (the so-called Criteria Decree), containing the regulations concerning the tender criteria and the scores arising from the evaluation of the offer for the entrusting of the gas distribution service. The Ascopiave Group, like many other operators, had substantially welcomed the regulatory framework summarised above, believing that the same, at the outset quite clear and coherent, could create important investment and development opportunities for qualified medium-sized operators, going in the direction of a positive rationalisation of the offer. Subsequently, however, the regulatory framework was further modified. Decree Law No. 145/2013, converted, with amendments, into Law No. 9/2014, reformed the discipline on the determination of the redemption value of the plants due to the outgoing operator at the end of the so-called 'Transitional Period'. Law 9/2014 amended Article 15 of Legislative Decree 164/2000, providing that: the reimbursement to be paid by the new operator was to be calculated (first and foremost) pursuant to the provisions of the agreements and contracts and, for any matters that cannot be inferred from the will of the parties, as well as for any aspects not governed by the same agreements or contracts, on the basis of the Guidelines on criteria and operating procedures for the evaluation of the reimbursement value referred to in Article 4, paragraph 6, of Decree-Law 69/2013, converted, with amendments, by Law 98/2013; in any case, from the reimbursement value (VR or VIR) are deducted the private contributions relating to the locational assets, valued according to the methodology of the tariff regulation in force; where the VR is greater than ten per cent of the locality RAB, the granting local authority, prior to the publication of the call for tenders, must transmit to ARERA the relevant detailed evaluations so as to allow the Authority to carry out a congruity check (so-called VIR / RAB variance). On 6 June 2014, pursuant to the aforementioned regulatory provisions, the Decree of 22 May 2014 was published approving the "Guidelines on criteria and application methods for the evaluation of the reimbursement value of natural gas distribution plants" called to define the criteria to be applied for the valuation of plant reimbursements, in the absence of a complete negotiated regulation and/or to supplement those aspects not envisaged in the arrangements or contracts. The 'Guidelines' presented a number of critical issues not only in terms of the consequent valuation, but also in terms of the scope of application, which was extremely broad, to the point of deeming ineffective the VR agreements entered into between operators and Towns after 12 February 2012 (the date on which Ministerial Decree 226/2011 came into force). Moreover, the Guidelines themselves did not implement, and in fact were in conflict with the provisions of Article 5 of Ministerial Decree 226/2011 in force at the time (contrary to the regulatory provision that referred to Article 4, paragraph 6 of Law Decree 69/2013, which, in turn, made explicit reference to Article 5 of Ministerial Decree 226/2011). In consideration of these profiles of alleged illegitimacy, Ascopiave S.p.A., together with other leading operators, challenged the Ministerial Decree dated 21 May 2014 (and therefore the Guidelines) with an appeal to the Regional Administrative Court of Lazio, in which a question of both constitutional and community legitimacy was raised, referring above all to the (substantially retroactive) interpretation of the new rules with regard to the deduction of private contributions established by Law 9/2014 and the limit of effectiveness of previous agreements between operators and Towns. Subsequently, with Resolution 310/2014/R/gas - "Provisions on the determination of the reimbursement value of natural gas distribution networks", the Sector Authority regulated the methods for verifying the VIR / RAB deviation. Law No. 116/2014 (converting, with amendments, Decree-Law No. 91/2014) introduced a further amendment to Article 15, paragraph 5 of Legislative Decree No. 164/2000, confirming that the reimbursement value must be calculated, first and foremost, in compliance with the provisions set forth in the arrangements or contracts, (but) provided that the latter were entered into before the date on which Ministerial Decree No. 226/2011 came into force, i.e. before the date of 12 February 2012, thereby "endorsing" the retroactive nature of the Guidelines. On 14 July 2015, Decree 106/2015 amending Ministerial Decree 226/2011 was published. The amendment, in particular, introduced: a partial amendment of the provisions on VR to be applied in cases where there are no specific agreements between the parties. In substance, it largely takes over what was already envisaged in the Guidelines; an increase in the maximum threshold of the amount of the annual fees that can be offered in tenders to Local Authorities, raised from 5% to the current 10% of the main components (not all of them) of the VRT; the regulation of some important technical-economic aspects, relating to the energy efficiency investments to be included in the tender, concerning the valorisation of the amounts recognisable to the Local Entities and the (partial) tariff recognition of the coverage of the related costs. Law 21/2016 converting the so-called "Decreto Mille Proroghe" (Urgent Extensions Decree) provided for the final extension of the deadlines for the publication of calls for tenders, also regulating the timing of the substitutive interventions of the Regions, or, as a last resort, of the Mi.SE, and repealing the sanctions for delay previously provided for the Towns. In essence, to date, the aforementioned deadlines have been largely disregarded. In recent years, a number of calls for tenders have been published to entrust the service with the Tender procedure. Many, however, have not followed the procedure provided for by the regulations, on the subject of prior examination by ARERA of both the VR, the VIR-RAB variance, and the overall contents of the call for tenders and its annexes. Moreover, most of the tenders deviated, even significantly, from the tender evaluation criteria. In essence, the standardisation of the tendering process, as envisaged by the regulatory legislation has encountered serious difficulties in imposing itself. Law 124/2017 (Annual Law for the Market and Competition) introduced innovations in order to reduce timeframes and simplify the verification process. In particular: the granting local authority is given the opportunity to certify (also through an appropriate third party) that the reimbursement value was determined by applying the provisions contained in the Guidelines and this concludes the process if the aggregate VIR-RAB variance of the Tender does not exceed 8 per cent and the VIR-RAB variance of the Town concerned does not exceed 20 per cent if the value of the net fixed assets of the locality is misaligned with respect to the sector averages as defined by the Authority, the relevant value for the purposes of calculating the VIR-RAB deviation is determined by applying the parametric valuation criteria defined by ARERA (now Article 24 of the RTDG) it is envisaged that the Authority, by means of its own provisions, shall define simplified procedures for the evaluation of calls for tenders, where these are drawn up in compliance with the model call for tenders, the model specifications and the model service contract, specifying that, in any case, the tender documentation may not deviate from the maximum scores envisaged by Articles 13, 14 and 15 of Decree No. 226/11 (except within the limits envisaged by the same articles with regard to certain sub-criteria). The Authority implemented the provisions of Law 124/2017 with Resolution 905/2017/R/gas dated 27 December 2017. In the meantime, Article 1, paragraph 453 of Law 232/2016 sanctioned the authentic interpretation of Article 14, paragraph 7 of Legislative Decree 164/2000, in the sense that the outgoing operator remains obliged to pay the concession fee, where envisaged in the original concession contract. With respect to the duration of the so-called "transitional period", for the concessionary relationships prior to the enactment of Legislative Decree 164/2000, considering all the extensions provided for by the measures that followed one another over time, together with the optional extensions attributable by the Towns up to the enactment of Legislative Decree 93/2011, two alternative "ope legis" (by statute) expiry dates were identified, on 31 December 2012 and 31 December 2010, depending, respectively, on whether or not the concession had been awarded through a comparative procedure, even if extremely simplified. In the absence of a new area manager, subsequent to the expiration of the aforementioned terms, by virtue of the combined provisions of Article 14, paragraph 7 of Legislative Decree 164/2000, Article 24, paragraph 4 of Legislative Decree 93/2011, and Article 37, paragraph 2 of Law Decree 83/2012, the outgoing managers are obliged to continue the ordinary management of the service, without interruption. To date, the regulatory framework has been further supplemented and amended by Law 118/2022, which, in Article 6, on the one hand, enabled the Towns to sell, during the tender, the sections they own with VIR valorisation, determined in application of the Guidelines, while on the other, it provided for the renewal of Ministerial Decree 226/2011. This, however, despite the six-months deadline set by Law 118/2022, has not yet been reformed. The extreme proliferation of regulations subsequent to Ministerial Decree 226/2011, often lacking the necessary systematic nature and followed by various disputes, has substantially prevented the implementation of the ATEM system hypothesised since the introduction of Article 46-bis of Decree Law 159/2007 (converted, with amendments, into Law 222/2007). Only very few Ambits, in fact, have seen the tender process completed. Among these are Milan 1, Aosta, Udine 2 and Belluno (with respect to the latter, please refer to what is detailed below). Tenders of Interest The Town of Belluno, the contracting station of the Belluno Atem, published the call for tenders for the concession of the service (open procedure) in December 2016. In September 2017, the AP Reti Gas S.p.A. Group company submitted its bid. The tender acts were challenged by a participating operator. With Sentence No. 886/2017, the Veneto Regional Administrative Court rejected the appeal. The pronouncement was then confirmed by the Council of State, with Sentence of 22 January 2019. At the end of the examination of the offers, AP Reti Gas S.p.A. was the best bidder for the technical part, but ranked second in the overall score, behind Italgas Reti S.p.A. AP Reti Gas, believing there to be multiple profiles of incongruity in the offer of the winning bidder, challenged the outcome of the tender, but the appeals (in the first instance to the Veneto Regional Administrative Court (TAR) and in the second instance to the Council of State) were not upheld. The transfer of management in favour of Italgas Reti took place on 1 February 2024. In December 2018, the Town of Schio, contracting station of the Atem Vicenza 3 - Valli Astico Leogra e Timonchio published the call for tenders (restricted procedure). At the time, in that Area, the Group's companies, AP Reti Gas S.p.A. and AP Reti Gas Vicenza S.p.A. (the latter now merged by incorporation into AP Reti Gas S.p.A.) managed the service in 28 Towns, for a total of over 80,000 users. Subsequently, the management perimeter was implemented following the entry of AP Reti Gas Nord Ovest S.p.A. into the Group. AP Reti Gas S.p.A. as a precautionary measure for avoiding future risks of forfeiture with respect to the content of the tender notice, which was deficient in several essential aspects (e.g. indication of the reimbursement values, tender specifications, etc.), challenged the tender notice, with an appeal to the Veneto Regional Administrative Court, notified on 16 January 2019. With Sentence No. 667/2019 of 3 June 2019, the TAR declared the inadmissibility of the appeal on the assumption that the contents of the tender documents will necessarily have to be integrated by the Contracting Authority in the continuation of the procedure. The ruling is to be considered positive for the applicants, allowing them to overcome the objective concern that the tender procedure might crystallise and continue on the basis of incorrect values. For this reason, it was not appealed. After some extensions, the tender process has been suspended.

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