Italian Pension Funds investing in infrastructure:Arpinge Spa

July 2018 2Company Profile

A "pilot" initiative inspired by international best practices, open to other investorswho share the same company values and strategic objectives

CIPAG EPPI INARCASSA NEW PARTNERS

July 2018 3Company Profile

Founding ShareholdersARPINGE: ARchitetti (Architects), Periti Industriali (Industrial Engineers), INgegneri (Professional Engineers),

GEometri (Surveyors)

Arpinge was set up by three pension funds (“Founding Shareholders”), representing the professions active in the Infrastructural and Real Estate sectors: Architects, Industrial and Professional Engineers, and Surveyors.

INARCASSA, CIPAG and EPPI represent abt 269,000 members and AUM of abt. EUR 13 billion (2017 figures)

Ente di Previdenza dei Periti Industriali edei periti industriali laureati - SocialSecurity Body for Industrial Engineers andGraduate Industrial Engineers.

Founded in 1997 pursuant to ItalianLegislative Decree 103/96, it deals withthe compulsory welfare scheme of allindustrial experts enrolled in specialcolleges, who are self-employed invarious areas. The protection alsoextends to family members and entitledheirs.

It has around 14,000 members and assets

of approximately EUR 1.2 billion.

Italian Welfare and Social Security Fundfor Freelance Professional Engineers andArchitects.

Around 168,000 members, of which 56%are under 40 years old vs 30k pensioners.

It has assets of over EUR 10 billion.

It provides social security for self-employed professional engineers andarchitects who have no other insuranceand pension coverage.

INARCASSA provides pensions (old age,retirement, disability, invalidity,survivor’s, survivorship and indirect) andwelfare benefits to its members.

CIPAG Italian Welfare and Social Security Fundfor Freelance Surveyors.

Established in 1955 as a public institutionfor social security and welfare forSurveyors.

Privatized on 1st January 1995 andtransformed into a private institution withits current name and has, to date, 87,000members.

It has assets of approximately EUR 2.3billion.

All freelance surveyors enrolled in thenational professional register whopractice the profession, evendiscontinuously and non-exclusively, aremembers of CIPAG.

July 2018 4Company Profile

Private, yet institutional, investor in infrastructure Arpinge in brief

Investor/Promoter: Italian joint stock company established in late 2013 as an

holding company

Structured and transparent decision-making process: Governance and management processes inspired by international best practices

Target: Investment in small and medium-sized infrastructure across the country

Development of sound and “eligible” projects: focus on key industrial drivers,

sound business models and good management

The management team: a qualified, cohesive team, with a mix of industrial and financial skills

Solid and innovative pipeline: Solid portfolio of investments, and a strong pipeline for future investments also focused on new businesses/niche asset classes

Impact investing and sound long term returns: focus on operating assets with

attention to “greenfield” opportunities to seek higher returns

Attractive returns: Tight financial policy and primary focus on economic and financial returns

July 2018 5Company Profile

Market position

PLAYERS

> 1,000

0 - 200

200 – 1,000

SMALL/MEDIUM-SIZED NATIONAL PLAYERS

MAJOR GLOBAL PLAYERS

MAJOR NATIONAL PLAYERS

Arpinge market

segment

High-potential opportunities, with possible upsides in terms of returns, involving time-consuming deals

Market segment characterized by a lower competition (especially from international players)

Strategic, large-sized investments attracting, based on their intrinsic characteristics, the national interest and which are also part of the international market

Large-sized co-investment opportunities

Wide range of opportunities promoted by existing large players to be given a clear and unique strategy

Development of platforms and partnerships with major infrastructure players

MAIN CHARACTERISTICS:

• Arpinge has been established to fill a market gap in the small and medium-sized national infrastructure segment.

• Such segment, by its nature, (i) is highly influenced by local dynamics and requires a deep knowledge of the territory and of its main stakeholders, (ii)is characterised by a higher GDP multiplier, and (iii) displays a higher sensitivity to economies of scale

INVESTMENT TICKET (€m)

April 2018 6Company Profile

10%

40%

30%

20%

Revolving Projects

Value-Added Projects

Greenfield Projects

Operating Projects

In line with the investment targets and in order to preserve significant diversification in the investments portfolio, Arpinge’s objective is to invest in Italy in the following fields:

IRR in line with the related risk profile: in term of asset, framework and sector

Initial Asset Allocation

(with no authorisation risks)

part of the assets already operative and generating

income, while the remainder need to be renewed

with immediate income, and a way-out of less than 5 years

(i) Greenfield projects to seek higher returns, and

(ii) Operating projects to ensure stable cash flows and a balancedrisk/return profile for the shareholders

July 2018 7Company Profile

WHICH INFRASTRUCTURE?

ACTIVE SECTORS

SECTORSUNDER ANALYSIS

In any case the company targets medium-sized infrastructure in Italy, stand-alone or networked, especially under concession agreement. URBAN infrastructures is one of the main focus of the Company!

Parking & Urban Mobility Clean Energy

EnergyEfficiency

Social and healthcare

infrastructure

Transportinfrastructure

Energy grid

Energy recovery

Reference Sectors

INVESTMENTS, PIPELINE AND ASSET ALLOCATION

April 2018 9Company Profile

Search, selection and analysis

€10.6 bn

€2.0 bn

€627 m

€571 m

€157 m

EXAMINED470 Projects

PIPELINE126 Projects

NEGOTIATION24 Projects

APPROVED17 Projects

PORTFOLIO11 Projects

€3.3 bn

€0.9 bn

€218 m

€187 m

€90 m

ENTERPRISE VALUEEQUITY VALUE

(Arpinge’s investment)

Eligibility rate

5.1%

Whereof

Whereof

Whereof

WhereofOf which:• disbursements: 70 M€• commitments: 20 M€

April 2018 10Company Profile

Asset Allocation

Of the total value of the investment (asset value)

PORTFOLIO

ASSET ALLOCATION

LOCATION

UNDER NEGOTIATION PIPELINE

(*) In the start-up phase, a priority has been given to the

operating assets

Greenfield

26%

Operating

74%

North14%

Center36%

South50%

Value Added24%

Greenfield14%

Operating62%

Value Added21%

Greenfield20%Operating

59%

North16%

Center66%

South18%

North39%

Center41%

South20%

ORGANIZATION

July 2018 12Company Profile

Group Structure

Project company – Clean Energy (Solar PV)

LEGENDA

Project company - Clean Energy (Wind)

Project company – Clean Energy (Hydro)

Project company – Energy Efficiency

Holding

Subholding

Project company – Parking and Urban Mobility

ARPINGE SPA

AEER Srl

Albamar Srl100%

GESPAR SPA100%

PNE2 Srl

GFG Solar Srl

Ecosaving Srl

Burgentia En. Srl

EOS Energia Srl

100%

100%

100%

100%

60%

58%

Energia Pulita Srl

100%

100%RP Energy SrlDP Energia Srl

100%

Lageri Srl70%

July 2018 13Company Profile

Organisational Structure

Auditing Firm: KPMG

2015 2016 2017 2018

FTE: 7,6 10,5 12,58 -

HEADCOUNT @ 31/12: 10 12 13 17

STAF

F

BOARD OF DIRECTORS

BOARD OF STATUTORY

AUDITORS

SUPERVISORYBODY

CEO

Federico MerolaINVESTMENTSCOMMITTEE

GENERAL SERVICESV. BartoliD.Mercuri

STAF

F

Pier Giorgio Cempella Chairman

Massimo Cavallari Standing Auditor

Giuseppe Grazia Standing Auditor

Single-member body

Managing Director, Senior Partner and Proposer Partner, together with:Giovanni Canepa Independent MemberMarco Cecchi de’ Rossi Independent Member

Valerio Bignami Chairman

Federico Merola Managing Director

Claudio Guanetti Director

Cristiano Cremoli Director

Tania Sanna

ADMINISTRATIVE HEAD & OFFICE MANAGER

INVE

STM

ENTS

TE

AM

Egidio Labanca

PARTNER

SP

DEVE

LOPM

ENT

MAN

AGEM

ENT

Elisabetta Costa

PARTNER

Valerio Fiorentino

SENIOR PARTNER

Paolo Martone

SENIOR PARTNER

PROJ

ECT

MAN

AGEM

ENT Raffaele Pizzorusso

ENERGY SECTOR

Alessandro Labellarte

PARKING SECTOR

Resources under subsidiaries

A.Cavalli(Gespar)

PORT

FOLI

OM

ANAG

EMEN

TLuciano Iannuzzo

PARTNERPLANNING AND CONTROL

ANALYSTLuigi Cupelli

SENIOR ANALYST

Marco PignoloniINFORMATION TECHNOLOGYINTERNAL AUDIT

ACCOUNTING AND HR

Antonio Conforti

LEGAL AND CORPORATE

P&C ANALYST

Alessio Iodice

BUSINESS DEVELOPMENT

E. Firmani

UNDER SELECTION

ACCOUNTANT

July 2018 14Company Profile

Board of Statutory AuditorsSupervises compliance with the law and the Articles of Association, inaccordance with the principles of proper and careful administration andparticularly the adequacy of the organisational, administrative and accountingsystem adopted by the company and its actual operation.

Arpinge was established with governance principles inspired by the best international experience, subject to regulation and supervision, operating in theasset management sector. The company’s main credentials include: independence in the management sphere, full transparency and traceability ofdecision-making processes, analyses and decisions marked by professionalism and consensus, and structured control mechanisms.

Board of DirectorsComprising four directors, including the Chairman, the Board of Directorsdetermines the objectives and general strategies for the company’smanagement, investment policies and sectoral priorities and approvesinvestment and disinvestment operations.

Valerio Bignami

Chairman

Cristiano Cremoli

Board Member

Pier Giorgio Cempella

Chairman

Massimo Cavallari

Standing Auditor

Governance

Federico Merola

Managing Director

Claudio Guanetti

Board Member

Giuseppe Grazia

Standing Auditor

Investments CommitteeComprises the Managing Director, Senior Partners, Proposer Partner andtwo independent members, selected by proven experience in theinfrastructure and/or real estate sectors.

Technical body with an advisory function, the Investments Committeeconducts joint, technical assessments of conformity between theoperations and the investment and management policies and strategiesdefined by the Company’s Board of Directors, taking into account thedifferent risk/attention areas pertaining to the management choices.

Giovanni Canepa

Independent Member

Marco Cecchi de’ Rossi

Independent Member

Supervisory BodyIndependent and autonomous body which supervises the correctapplication of the Organisation, Management and Control Model pursuantto Italian Legislative Decree 231/2001, governing the company’s liability foroffences committed in its interests by senior management or employees,and oversees its application.

Auditing FirmFor the first three-year period, to KPMG.

July 2018 15Company Profile

Management Team

Expertise in origination and deal execution gained through 15 years of activities in the real estate and energy sectors, added to considerable experience in credit risk assessment for industrial projects.

Management responsibilities in listed industrial and real estate holding companies.

Formerly Managing Director at Realty Vailog and Alerion Industries, head of corporate rating at Italrating, loan officer at IMI.

Adjunct Professor at the LUISS Business School and visiting professor of International Finance within the Master’s Course in Economy and Management (LUISS). Member of the Board of Directors of SACE SpA.

Over 25 years’ experience in infrastructure (and real estate) investments, as well as in structuring companies and alternative investment funds.

Some of his previous roles include: General Manager of ANCE, Senior Partner at F2i SGR, Director of BNP Paribas REIM SGR and Invimit SGR (MEF); Director of FIMIT SGR, Executive in PFD at MCC and Schroeder.

Over 16 years’ experience in the development of real estate projects.

Development Manager for highly-complex projects, promoted by leading Italian and international investors, such as Hines, Doughty Hanson, Fimitand BNP, with the support of banks, public institutions and international institutional investors.

Head of economic/financial investment results, coordination of project teams, technical, legal and tax consultants, procurement, monitoring, stakeholders’ relations stakeholders, risk management and leasing/sales.

Federico Merola – CEO

Valerio Fiorentino – Senior Partner Paolo Martone – Senior Partner

Over 20 years experience in project finance in the infrastructure and energy sectors, supervision in the contract/due diligence phase

Previous experience in the Api Group and financial institutions (BNP Paribas, Unicredit, MCC): head of Structured Finance and Management of subsidiaries of the Api Group; previously Loan officer at MCC in project finance/project bond/export credit.

Elisabetta Costa - Partner

Experience in M&A in the power & gas andrenewables sectors, accrued through 13years spent at Capgemini, ERG and Api.

Has held executive positions in Api Group

Formerly head of the Energy Management andRegulation and Market (power & gas) departmentsfor the Api Group and the Strategic Planningdepartment for Api Nòva Energia.

Egidio Labanca – Partner & CEO AEER

Over 15 years’ spent at F2i, Simest,ANAS and Accenture

Previous experience in assessing infrastructureinvestments in Italy and abroad and managementin gas, motorways, airports, water, renewables,WtE, TLC and logical networks sectors.

Previously on the Boards of various subsidiaries inthe F2i SGR’s portfolio

Luciano Iannuzzo - Partner and Head of Planning and Control

At Arpinge since 2018.

Previously worked for the ING Group in Amsterdam and Paris.

She was appointed Risk Manager of the JP Morgan’s Equity UCITS Fundstructure in London.

She worked, as senior analyst, in the Risk Management team of theItalian Clearing House (CC&G), part of Borsa Italiana (London StockExchange Group).

Formerly Risk Manager of Fabrica Immobiliare SGR.

Elham Firmani– Head of Strategy & Business Development

July 2018 16Company Profile

Management Team

Marco Pignoloni Senior Analyst

Luigi Cupelli Analyst

Alessandro Labellarte Project Manager Parking

Raffaele Pizzorusso Project Manager Energy

Tania Sanna Responsabile Amministrativo

Antonio Conforti Legal Counsel

Lorenzo GinesiAccountant

PROJECT MANAGER

ACCOUNTING

LEGAL

INVESTMENT TEAM

Alessio IodiceController Analyst

Investments

April 2018 18Company Profile

Investment Trend

The investment curve is expected to grow over the time

90

51

34

3

70

3411

2014 20162015 2017

0

Commitment

Investments

Allocation @Apr-2018Investments & commitment Arpinge (€M)

PV solar

Energy Efficiency

Wind

Hydro

Parking

20%

40%9%

16%

15%

157 M€Asset Value

26%

29%16%

3%

26%

90 M€Equity Value

Other sectors under analysis.

Energy EfficiencyParking & Urban Mobility Clean Energy

July 2018 19Company Profile

Portfolio – Parking & Urban Mobility

≈ 3.600 car spaces

Concession up to 2050

≈ 3 Mln€ in turnover

Goito car park

Kennedy car park

Abbeveratoia car park

Toschi car park

7 car parks

The company manages all off-street parking facilities in the city centre of Parma

Stable cash flows for over 10 years; 2,7 M€ of dividends in the last 2 years

Gespar Spa

July 2018 20Company Profile

Portfolio – Clean Energy

Solar

Assets: 8 plantsTotal Power: 11.8 MWLocation: Abruzzo/MarcheStatus: OperatingAcquisition date: 2015-2016-2017Asset Life: 25 years

HydroGreenfield

Assets: 1 plantPower: 2.8 MWLocation: BasilicataStatus: Under constructionAcquisition date: since 2016Asset Life: 30+30 years

Wind

Assets: 2+1 plantsPower: 34 MW (operating)

9 MW (development)Location: Basilicata / SicilyAcquisition date : 2016-2017Asset Life: 30 years

Arpinge has invested in all three major renewable energy sources, leveraging on a high internal management capability

and developing increasing returns

July 2018 21Company Profile

Portfolio – Energy Efficiency

13 Conad stores

In portfolio since 2015

≈ €25 m capex

An Italian energy efficiency pilot project innovative in terms of its contractual company/finance

structure, as well as the combination of redevelopment and energy efficiency activities.

A greenfield project with stable cash flows, no costruction delays and no cost overruns

EPC CONTRACTOR

O&M CONTRACTOR

STORES

ProjectFinancing

O&M Contract

EPC Contract

58%

Ecosaving Srl

Patronage

Fee

Service Contract

40% 2%

Ecosaving Srl

July 2018 22Company Profile

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