24 Ore Group5th Forum "BANCA & IMPRESA"

A speech from Carlo Michelini, F2i's CIO

Milan, April 9th 2014

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Sovereign funds as long-time investors

On a background of increasingly complex, unstable and interconnected markets, professional long-term investors, such as sovereign funds, are increasingly looking for investments that can provide sustainable middle- and long-term returns

From a financial point of view, long-term investors require:

‒a constant yield in time‒a good future capital appreciation of the investment‒an acceptable risk-revenue ratio

From an economic point of view, long-term investors require:‒protection from inflation rate variations (inflation-linked returns)

As for portfolios, long-term investors require:‒ a decorrelation from the economic cycle and from stock exchange performances‒ absolute returns

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Available investment tools as an "alternative" to equities and bonds

Based on their requirements, long-term institutional investors – including insurances and pension funds – are encouraged to diversify their assets from traditional asset classes (bonds and equities), and therefore turn to so-called alternative investments

The major types of alternative investments are:

‒Private equity → middle-term

‒Infrastructures → middle/long-term

‒Real estate → middle/long-term

‒Debt funds → middle-term

Infrastructure investments allow for more stable returns and protection from economic cycles.

4

Infrastructures as asset class

Definition• Infrastructure: any public work carried out

within a country ("infrastructure is what lies between companies and markets, and between consumers and essential services" )

• They are grouped into the following tiers:‒ economic infrastructures: transports,

networks, communication‒ social infrastructures: schools, hospitals,

prisons, stadiums

• Other key features: (i) contractual approach (eg. licensing vs contract), (ii) form of financing (corporate vs project finance), (iii) market ripeness, (iv) development stage of the asset (greenfield-brownfield)

Benefits• Real asset with a long useful lifetime

• Protection against inflation through inflation-indexed rates

• Anti-cycle sector

• Constant generation and foreseeable cash-flow and dividends

• Creation of value through efficiency increase, investment plans and focus on business areas

• Barriers to foreign access and, therefore, less competition

Infrastructures allow to supply primary services and public services (e.g. gas, electric power, transports, etc.), which are delivered on a natural or contractual monopoly basis.The profitability of such services is overall foreseeable in the long-term, as it is pre-defined by specific sector regulations or by long-term contracts.

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Access to infrastructure investments

• Listed companies: Purchasing shares in already listed companies involved in the infrastructure sector (e.g. in Italy: Terna, Snam, Atlantia, etc.)

• Atlantia case study: rate at privatisation 7.04 €, rate to date 12.2 €, average dividend yield 3.9, however affected by volatility (price range € 9-27)

• Debt financing: Acquisition of debt shares of infrastructure companies, such as simple bonds (e.g. bonds, mini-bonds, or project-bonds), or structured bonds (e.g. securisation).

• Infrastructure funds: Investing in listed or unlisted infrastructure funds, with global or domestic investment outreach.

• Direct investments: Direct acquisition of the equities of a single infrastructure operator, usually through co-investment transactions with infrastructure funds. Some big Canadian pension funds have been pioneers in this area.

Institutional investors can choose among various investment types in infrastructures.

In particular:Increasing in-house

skills

Need for an investment team internal to the institutional investor

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Financial return profile for infrastructure fundsInfrastructure funds have longer duration and investment period compared to traditional private equity fundsThe following diagram shows, for illustrative purposes only, a typical financing profile of economic returns and disbursement for investors of an investment fund

Se-ries1

Investment period: approx. 4 years

SalesDividends: approx. 3-5%

Duration of the fund: 10-15 years

Average investment lifetime: 7-10 years

Dividends

Sales

Investments

Target yield: approx. 3-5%Target gross IRR: approx. 12-15%

Creation of value

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Growth of the funds 2004-2012

Development of infrastructure fundsInfrastructure funds experienced a strong development during the first years of the last decade until 2007, when the current negative financial situation started

After that – with exception of the annus horribilis 2009 – infra-funds posted an ongoing positive ability to attract institutional investors, confirming thus their anti-cycle feature

2004 2005 2006 2007 2008 2009 2010 2011 20120

10

20

30

40

50

60

10

23

34

39

53

25

46

41

36

4

10

23

45

40

9

32

23 24

N° di fondi Capitale raccolto ($ bl)No of funds Raised asset (bil $)

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Introduction to the Italian environment – The infrastructure gapItaly suffers from an infrastructure gap with the other countries of the European Union:- limited investment capacity caused by a high public debt- authorisation process paralysisBoth in water and gas distribution, and in the waste collection and treatment sector and highways, there are huge investment opportunities

Quality of infrastructures

Countries with a good infrastructure system, considering

the national development level

Countries with a limited infrastructure system, considering the national

development level

Source: The Boston Consulting Group

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Introduction to the Italian environment – Opportunities from the public sector

Possible privatisations/sale of public shares

Transports Airports

Joint ventures with municipal undertakingsBy meeting the stability pact requirements, in the upcoming years, the local Italian bodies (municipalities, provinces, regions or municipal undertakings) will be increasingly:

- looking for partnerships with private investors, or

- carrying out (partial or total) privatisations

2013 2014 2015+

Autostrade Aeroporti Distribuzione gas Reti elettrica Servizio idrico integrato Fibra WTE Torri TLCHighways Airports Gas distribution Power network Integrated water services WTEFibre TLC towers 10

Infrastructure investment opportunities in ItalyF2i estimates that there are significant investment opportunities for infrastructures in Italy in the upcoming years (over 6 bil € in 2013-2015+)

Total 2013-2015: 6,417 bil €

796

2,669

2,952

Investment opportunities for F2i (in bil €)

An example of modern financing – The role of F2i

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– Thanks to a fundraising of 1,852 mil €, F2i is the biggest fund operating in Italy and counts among the biggest country infrastructure funds worldwide.

– F2i has recently achieved the first closing of a second fund, which gathered already 745 mil € (final target: 1,200 mil €).

– Managing approximately 2.6 bil €, F2i ranks today among the top five infrastructure fund managers in Europe.

– F2i was created as a private, yet institutional tool by high standing sponsors, who contributed to the establishment of the its solid reputation:

o the government, through CDPo major Italian banks (Unicredit, Intesa SanPaolo)o an important international asset manager (Ardian, formerly Axa Private Equity)o the networks of former banking foundations and private welfare fundso life insurance companies and pension funds

F2i is now carrying out an important international fundraising campaign for its Second Fund, attracting much interest from European, North American and Asian investors, including a few major sovereign funds

Investment areas of F2i's fundsCommitted

(mil €)Granted

(mil €) %

F2i I 75% 85.1%

55% 14.8% (Fund II)

100% 40.0%

100% 100% 70.0%

44.3% (35.7% Fund I; 8.6% Fund II)

67.7%

53,8% 87.2%

85.0%

15.7%100%

49.8%

26.3%

100% 60.0%

100% 10.3%

1,987 1.699 86%* Including the participation in Software Design.** Including Equiter (put & call 2014), SAB (put 2014) and Aviapartners equities*** Part of a consortium controlling 59.3% of the company. Expected closing: Aprile 2014.

119 6 5%F2i II

SIA ***F2i Reti Logiche 50 0 0%

F2i Ambiente TRM

99%

Infracis 31 31 100%

SAGAT ** (Turin) 115

100%

18 100%

SEA (Malpensa/Linate /Bergamo) 532 100%

Saster Net 18

63 55%

92%

HFV

82%

52 51

F2i Energie

Rinnovabili

Metroweb Italia Metroweb 201 201

F2i AeroportiF2i Sistema

Aeroportuale Campano

GESAC * (Napoli) 81

Alerion Clean Power 78 64

532

88

F2i Rete Idrica Italiana

Mediterranea delle Acque 235 184 78%

F2i Reti Italia I

F2i Reti Italia II

2i Rete Gas 468 468 100%99.9%

GAS

WATER

AIRPORTS

TLC

RENEWABLES

TRANSPORTS

WASTE TO ENERGY

INTANGIBLENETWORKS

Enel Rete Gas Enel Rete Gas + 2iGasEnel Rete Gas + 2iGas +

G6 Rete Gas

Clients (mil)RAB (mil €)Operating income (mil €)Managing EBITDA (mil €)

ERG*2.23

1,565386231

Clients (mil)RAB (mil €)Operating income (mil €)Managing EBITDA (mil €)

2.791,846

471278

ERG + 2iGas*+25%+18%+22%+20%

Clients (mil)RAB (mil €)Operating income (mil €)Managing EBITDA (mil €)

3.812,588

639370

ERG + 2iGas + G6*+71%+65%+66%+60%

Creation of value from an independent player in gas distribution

*Management accounts

The largest urban optic fibre network in Europe

Milano

Genova

3,350 km civil infrastructures

9,300 km cables

over 400,000 km optic fibre network

The largest urban network in Europe

233 km civil infrastructures

390 km cables

22,800 km optic fibre network

Ongoing transactions

Acquired networks

Milan

GenoaBologna

BresciaPadua

Mantova

F2i's optic fibre infrastructures

First level airport network

F2i's airport industry

Gesac (Neaples)

Sea (Malpensa/Linate/Bergamo airports)Sagat (Turin/Bologna)

NAP

TOR

MXP

LINBER

Majority share

Qualified minority share

BOL

Minority share

– Total pass. in 2013 51 millions

– Traffic share 35%

F2i Group – Current participationsThe current outreach of the First F2i Fund generated "aggregated" returns for around 2.1 bil € and 812 bil € EBITDA in 2012.

AggregatedReturns

Margin

Employees2012

*Fund II participations

In development

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F2i was created as a private, yet institutional tool to aggregate existing infrastructures into business industries in order to guarantee the participating companies with:

– operational efficiency;

– a balanced financial management, avoiding that companies become poorer through exaggerated debts and extraordinary high dividends;

– a focus on development, reinvesting a great part of the cash flows generated by strengthening managed networks and assets.

F2i could also prove to be able to generate good returns to investors:

‒ cash-on-cash net yield 4.8%, 4.1%, and 4.4% in 2010, 2011 and 2013 respectively

‒ management fees (0.8-0.9%) – unchanged since 2010

‒ estimated creation of value (also from external banks): +21% on 31/12/2013

An example of modern financing – The role of F2i