FNM S p A : THE BOARD OF DIRECTORS APPROVES THE FINANCIAL REPORT INTEGRATED WITH THE SUSTAINABILITY REPORT AS AT 31 DECEMBER 2025

Milan, 19 March 2026 - The Board of Directors of FNM S.p.A. met today, under the Chairmanship of Mr. Andrea Angelo Gibelli, and examined and approved the Annual Report in an "integrated" format, which includes the Sustainability Report, the Consolidated Financial Statements and the Draft Separate Financial Statements as at 31 December 2025.

Group economic and financial highlights

The 2025 results reflect i) the acquisition of 80% of Viridis Energia S.p.A. and its subsidiaries (collectively "Viridis"), consolidated since 23 February 2024; ii) the acquisition of 42% of Nordcom and its full consolidation starting 15 July 2024. Below are the main economic indicators:

The adjusted EBITDA/revenue ratio is 33.7% (33.9% in 2024). For a better representation of the period changes, the Company has opted to comment on the results based on the pro-forma income statement, which includes the consolidation of Viridis from 1 January 2024.

Below are the main pro forma economic indicators:

PROFORMA

Operating expenses show a net increase of EUR 6.4 million, mainly attributable to higher subcontracting costs in road-based LPT, increased maintenance costs for motorway infrastructure and photovoltaic plants, as well as higher sponsorship expenses in the context of Milano Cortina 2026 and the consolidation of Nordcom. These effects were partially offset by lower external engineering services in integrated railway maintenance contracts, reduced maintenance costs on the railway infrastructure

- which in 2024 included extraordinary interventions - and the positive movement of certain operating funds associated with the motorways sector.

In light of the above, Adjusted EBITDA increases by EUR 4.5 million.

As regards non-ordinary operating income components, non-recurring income of EUR 7.2 million was recorded in connection with the adjustment of the Earn-Out of Viridis, reflecting the lower capacity now expected to be installed by 2029, compared with non-ordinary charges of EUR 9.9 million in 2024. This effect reflects the delay in the launch of FER-X auctions and the evolution of the regulatory framework, which required to reschedule the development of installed capacity, resulting in a postponement of c. 50 MW beyond 2029 compared with the original Strategic Plan target of 350 MW.

The result from associates and joint ventures improves by EUR 3.5 million, mainly due to the positive revaluation effect of the investee Tangenziale Esterna included in the result of Tangenziali Esterne di Milano. As detailed in Annex 5, the performance of Trenord was penalised by the general increase in costs, despite an improvement in the net financial result.

The income/expenses arising from the valuation of equity investments decrease by EUR 2.2 million, mainly due to the lower net revaluation of the investment in APL following the change in ownership percentage resulting from the non-subscription of the share capital increase, and due to the revaluation of the investment in Tangenziale Esterna S.p.A. (EUR 1.5 million in 2025), recognised at fair value, following the outcomes of share capital increases carried out during the year.

Considering the above, the FNM Group reports a total consolidated net profit of EUR 73.6 million, a increase of EUR 13.3 million compared to 2024.

Economic and financial performance by operating segment

The following table shows the breakdown of EBITDA based on pro forma data:

PROFORMA

Motorways

Adjusted EBITDA amounted to EUR 161.0 million, up by EUR 5.0 million.

Revenues reach EUR 322.5 million, up by EUR 11.2 million, driven both by higher toll revenues and by higher other revenues (design activities, compensation for motorway damages caused by accidents, royalties on sales in service areas). In particular, toll revenues increase by EUR 8.1 million, benefiting exclusively from traffic performance (3,323.6 million vehicle-km, +2.9% compared with 2024) and from the mix between light and heavy vehicles, in a context with no tariff adjustments.

Operating costs increase by EUR 3.4 million, mainly due to the EUR 6.3 million release from provisions for deferred maintenance in 2024 following the full recovery of such activities; EUR 2.8 million in write-downs on projects no longer feasible within the concession period; and EUR 4.2 million in higher maintenance costs related to the resumption of riverbank protection works at the Po River bridge and to the upgrading of the IT network of the toll collection systems. This effect was partially offset by the positive movement of the renewal fund amounting to EUR 10.2 million, due to higher utilisation linked to maintenance works carried out during the period and lower provisions for future activities. Personnel expenses increase by EUR 2.8 million, mainly due to the renewal of the national collective labour agreement and the expansion of the workforce.

Railway infrastructure

Adjusted EBITDA for the period was EUR 3.6 million, down by EUR 3.6 million.

Revenues amount to EUR 133.8 million, decreasing by EUR 11.5 million, largely due to the reduction in design and construction management activities linked to project progress (in particular the T2 Malpensa-Sempione contract), as well as to the completion of supplies of newly financed trains and the six-month closure of the Iseo-Brescia line. Moreover, the 2024 financial year had benefited from positive adjustments relating to the 2022-2023 periods for EUR 2.0 million.

Operating costs decrease by EUR 9.2 million, driven by the lower use of external engineering services associated with the decline in design activities, as well as lower utility costs and reduced maintenance expenses due to extraordinary activities carried out in 2024. Personnel expenses, on the other hand, increase by EUR 1.3 million.

Energy

Adjusted EBITDA amounts to EUR 15.0 million, increasing by EUR 1.2 million.

Installed capacity totals 87.3 MW (+23.6 MW compared with 2024), with electricity production reaching

120.1 GWh (+49.9%% compared with 2024). In particular, photovoltaic output increased thanks to the higher average installed capacity during the period, while plant producibility benefited from higher irradiation levels in 2025, partially offset by grid disconnections occurring in April-May.

Revenues amount to EUR 26.7 million, increasing by EUR 5.2 million due to the rise in energy production, partially offset by lower effective selling prices, which were predominantly contracted at fixed rates for 2025. The increase in costs mainly reflects the higher number of plants in operation.

Ro.S.Co.

Adjusted EBITDA for the period stands at EUR 32.1 million, down by EUR 2.0 million.

Revenues increase to EUR 101.1 million (+EUR 13.6 million), driven by the full consolidation of Nordcom as of 15 July 2024 (+EUR 15.6 million), which offsets the reduction in rolling-stock lease fees (-EUR 4.5 million), mainly attributable to the contractual provisions of the TSR and Coradia trains and to the end of the lease of the E494 locomotives, partially offset by the start of lease fees for revamping, refurbishment and cyclical maintenance activities on the TILO, TAF and CSA trains.

The consolidation of Nordcom also results in higher costs amounting to EUR 13.2 million. On a like-for-like basis, the increase in operating costs (+EUR 1.6 million) is attributable to greater institutional communication activities and sponsorships within the framework of the partnership with Milano Cortina 2026, while personnel expenses increase by EUR 0.8 million.

Mobility and Services

Adjusted EBITDA for the period was EUR 14.8 million, up by EUR 3.9 million.

Passengers carried totalled 69.1 million (+0.9% compared with 2024). The increase reflects higher sales of travel tickets to occasional users, whereas in the context of seasonal tickets regional incentive programs have partially offset the discontinuation of the national transport bonus.

Revenues amount to EUR 142.1 million, increasing by EUR 16.2 million, with a positive contribution from the following main components: public contributions increased as a result of the adjustment of the Service Contract following the adjustment to the 2025 National Transport Fund; transport revenues improved due to extraordinary replacement bus services and higher sales of travel tickets; other revenues increased thanks to cost recovery for the use of company-owned buses by subcontractors. Revenues also include the remaining compensation for lost traffic revenues related to the Covid-19 period, amounting to EUR 4.3 million (EUR 6.7 million in 2024).

Operating costs increase by EUR 13.4 million, mainly due to greater use of subcontracting services (+EUR 8.9 million) needed to ensure service continuity in a context of persistent driver shortages and increased demand for train-replacement services. Personnel expenses decrease by EUR 1.1 million compared with 2024.

Investments

Investments made with own funds by the FNM Group in 2025, totalled EUR 140.2 million (EUR 115.9 million net of contributions), and are itemised as follows:

Ro.S.Co. and Mobility segments, thanks to the construction of hydrogen refuelling stations, the second instalment paid for the supply of 13 new trainsets, cyclical maintenance activities and upgrades on TAF and Coradia rolling stock, as well as the purchase of buses and equipment. A slowdown is instead recorded in Railway Infrastructure and Energy.

During the year, the Group managed on behalf of Regione Lombardia investments totalling EUR 452.2 million in railway infrastructure and rolling stock (EUR 637.7 million in 2024). Of this amount, EUR 18.6 million (EUR 220.8 million in 2024) relate to investments in the railway rolling stock under the "Rolling Stock Programme 2017-2032", accounted for in accordance with IFRIC 12, and which are excluded from the calculation of the Adjusted Net Financial Position.

All managed investments are fully funded through public contributions, using a reimbursement mechanism based on the achievement of defined milestones. During the year, the Group collected investment grants for EUR 577.4 million (EUR 622.4 million in 2024), covering expenses incurred and serving as advances for new projects. Of this amount, EUR 112.9 million (EUR 257.4 million in 2024) relate to the "Rolling Stock Programme 2017-2032" and is excluded from the calculation of the Adjusted Net Financial Position.

Net Financial Position

The following schedule shows that the Group generated operating cash flow of EUR 110.6 million during the year, mainly reflecting positive funds from operations net of changes in operating NWC, which arose from higher trade receivables from Trenord amounting to EUR 29.2 million, the reduction of provisions for risks and charges by EUR 19.6 million, and the decrease in other liabilities by approximately EUR 26 million. Free cash flow was positive for EUR 57.0 million and takes into account:

• net investments with own funds amounting to EUR 115.9 million, as described above;

• higher advances collected compared with investments carried out for railway infrastructure and the purchase of rolling stock funded by Regione Lombardia, in line with the progress of the orders, amounting to EUR 31.0 million;

• the increase in trade payables totalling EUR 31.3 million.