A2A-LGH Partnership

Milan, September 8th, 2016

Borsa ItalianaItalian Infrastructure Day

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

Partnership Rationale

Territorialleadership

Growthpole

Territorialinvestments

More quality& synergies

PARTNERSHIP CRITERIA PARTNERSHIP OPPORTUNITIES

• Optimization of the presence inLombardy

• Financial, industrial and operativesynergies

• Stronger positioning in allbusinesses

• Investments optimization

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

2

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

Geographical presence and activities

10%

23%

4%

27%

35%

1%

WASTE

NETWORKS

DISTRICTHEATING

ENERGYRETAIL

GENERATION(RES)& TRADING

OTHER

Generation (Traditional)

Generation (Renewable)

Cogeneration

Waste-to-energy

Other waste plants

Assets

Sizable presence in Lombardy

Hydro

Biomass

Biomass

Photovoltaic

Hydro

Hydro

A2A LGH

LGH 2015 EBITDA BY BUSINESS

LGH KEY NUMBERS

A2A LGH

GEOGRAPHICAL PRESENCE

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

3

District Heating

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

Net InvestedCapital

627

NFP

-394

Equity

233

LGH Main Financial Highlights 2015

Revenues

557

EBITDA

79

EBIT

30

Net Income

4

€M

* includes business to be divested for 1,9 €M

*

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

A2A +LGH

5,478

A2A

4,921

HERA

4,818

IREN

3,094

ACEA

2,917

1,380

DOLOMITIENERGIA

1,317

785582

LGH

557

AEB-GELSIA

247

TEA

245

ACSM-AGAM

217

1,127 79 30 39 441,048 885 678 732 200 174 82 81

ALPERIA AGSM ASCOPIAVE

EBITDA

5

A2A – LGH: A significant step in the new consolidation wave

• Most Importanttransactionbetween a listedand a Local Utilityin the last years

€M

Revenues

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

2015

4

2020

37

6

Key numbers of LGH Plan @2020

2016-2020

11%

54%

21%

9%242

2%

3%

WASTE

NETWORKS

DISTRICT

HEATING

ENERGY RETAIL

GENERATION &TRADING

OTHER

2015

322

27

818

79

2020

9

32

41

14

21

120

1

3

WASTE

NETWORKS

DISTRICT HEATING

ENERGY RETAIL

GENERATION & TRADING

OTHER

EBITDA

2015

394

2020

2965X

2,5X

CAPEX (cumulated)

NFP/EBITDA

~ +40 €M

NET INCOME

NET FINANCIAL POSITION

~ -100 €M

€M

Note: 2015 EBITDA includes available for sale business for 1,9 €M

~ +30 €M

CAGR~9%

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

2015 A

21.6

25.4

8.0

17.9

78.9

Synergies

11.9

10.0

Augustalandfill

9.45.9

Hydrooptimization

3.14.7

One-off 2015and change in

perimeter*

-7.2

3.7

2020 E

9.1

32.3

41.1

13.5

21.1

120.3

3.2

0.8

GasTenders

DHsaturation

EE/GASretail

optimization

Other

WASTE

NETWORKS

DISTRICT HEATING

ENERGY RETAIL

GENERATION &TRADING

OTHER

7

2015-2020 EBITDA evolution

+41.4 €M

*APR and Lodi Waste collection business branch

€M

Note: 2015 EBITDA includes available for sale business for 1,9 €M

Additional Projects not included in financials for ~20 €M

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

Expected synergies

8

PROCUREMENTOPTIMIZATION

OPERATIONALEFFICIENCY

Cost of Debt

~ 9 €M

~ 3 €M

~ 7 €M

EBITDA

Net FinancialExpenses

15% vs. 2015 EBITDA15% vs. 2015 EBITDA

-~40% vs. 2015 Financialexpenses

-~40% vs. 2015 Financialexpenses

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

• Low execution risk• Other potential upsides not

included• 7% Synergies in annual Capex

(Yearly data – fully on stream)

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent. 9

2017* 2018 2019 2020

PROCUREMENTOPTIMIZATION

OPERATIONALEFFICIENCY

COST OF DEBT

24% 49% 74% 100%

43% 60% 73% 100%

- 45% 25% 100% 100%

Renegotiation costsBond repayment

1 8 16 19

%

%

%

€MTOTALSYNERGIES

Call CenterInternalization

Data Center OptimizationShipping and EnergyManagementOptimization

*2017 synergies include small components related to 2016

Synergies time-table

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

Cash Flow Generation

-200

0

200

400

NFP2015

394

EBITDA

-507

TAX

73

CAPEX

242

CHANGEIN NWC

& FUNDS

-6

NETFINANCIALEXPENSES

46

DIVIDENDS

55

NFP2020

296

€M

-97 €M

* assumption of 50% pay-out of Group Ordinary net income

~ 100 €M NFP reduction

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

BaseEquity Value

89.3

Earn-in

9.6

Earn-out

13.9

Total

112.8

Total

65.5

47.2

112.8

Cash

Stock

Earn-out

100%

27.2

BaseEquity Value

Earn-in

175.2

18.8

MAXIMUMEQUITY VALUE 221.1

TOT. UPFRONT 193.9

51%

13.9

89.3

9.6

112.8

98.9

€M

€M

Most of the Earn-in/out will bedefined by march2019

Transaction financials

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

ACCRETION/DILUTION ANALYSIS – Adjusted

Increase of ~ 5% in EPS per year by 2020

€/share

1) Net of non-recurringincomes due to gastenders

2) Calculated assumingfully paid earn in/out

EPS Accretion

A2A average consensus2020

0.005

0.109

0.115

PreAcquisitionEPS

EPSincrease

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent. 13

SHAREHOLDERS STRUCTURE

Way–Out Scenarios

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

- a merger between A2A and LGH

or, alternatively

- the renewal of the Shareholdersagreement

• The agreements also foresees additionalsafeguards for the Partners

SHAREHOLDERS AGREEMENT

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

2016 2017 2018 2019 2020

Expiry

Governance and future steps

SCS9%

Astem13% ASM Pavia

16%

Cogeme 31%

AEM Cremona 31%

A2A 51%

SCS 4%

Astem7%

ASM Pavia8%

Cogeme15%

AEM Cremona15%

PRE-DEAL POST-DEAL

This information was prepared by A2A and it is not to be relied on by any 3rd party without A2A’s prior written consent. 14

• Lower business risk profile of the new combined entity

• Significative synergies with low execution risk

• Defined way-out scenarios and partnership evolution

• Landmark transaction for local aggregations in Italy

• Antitrust remedies to be offset by part of efficiency measures

Delivery on A2A Strategic Plan execution goes on

Key take-aways

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

This document has been prepared by A2A solely for investors and analysts. This document does not constitute an offer or invitation to purchase or subscribe anyshares or other securities and neither it nor any part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever.Some information contained herein and other material discussed at the meetings may include forward-looking information based on A2A’s current beliefs andexpectations. These statements are based on current plans, estimates, projections, and projects and therefore you should not place undue reliance on them.Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differmaterially from those contained in any forward-looking statement. Such factors include, but are not limited to changes in global economic business, changes inthe price of certain commodities including electricity, gas and coal, the competitive market and regulatory factors. Moreover, forward-looking statements arecurrent only at the date on which they are made.