Overview of F2i and second fund F2i

F2i presentation March 2013 1
F2i – Fondo Italiano per le Infrastrutture
Overview of F2i and Second Fund F2i
March 2013

Table of Contents
‒ Overview of F2i Page 3
‒ The Second F2i Fund Page 18
‒ F2i I Investments – Selected case studies Page 27
‒ F2i II Investments – Current portfolio Page 40

Overview of F2i

F2i Background
‒ In the early to mid-’90s, Italy launched a large privatisation programme, involving some of
the most important manufacturing and infrastructure companies in the Country (food, oil &
gas, telecoms, energy, airports and toll roads)
‒ However, the outcome of the privatisation programme was mixed:
‒ Privatisations through public share offerings have created large, efficient companies
that are today among the most active players in the domestic and international
markets (ENI, ENEL, Terna and Snam Rete Gas)
‒ Privatisations through the sale to “strategic investors” ended up with a shareholder
structure skewed towards private families that failed to fully understand the “public”
nature of infrastructures, reduced investments and eventually curtailed the growth of
these companies (Telecom Italia, Autostrade, Aeroporti di Roma)
‒ F2i was conceived by the sharing by the main Institutions in the Country and its
management team of the conviction that a long-term, institutional, professionally managed
infrastructure fund could provide the ideal instrument to endow Italian infrastructure
companies of a stable shareholding structure, that could pursue a coherent strategy:
‒ Long term orientation
‒ Focus on creation of large “national champions” that can re-invest cash flow for the
development of infrastructure
‒ Target maximum efficiency, quality of services, investments, long-term, growth and
financial performance

F2i position in the Italian infrastructure market
‒ F2i was therefore created in 2007 by the main Italian public and private financial
institutions to be the main investor in Italian infrastructure
‒ Its Sponsors include: State-owned bank Cassa Depositi e Prestiti; the two
largest Italian Banks (Banca Intesa San Paolo and Unicredit); some of the
largest Banking Foundations; two Italian Pension Funds
‒ With a fund raising equal to €1,85 billion, F2i I is the largest Italian private
equity fund as well as one of the largest country focused infrastructure funds
‒ The success of F2i’s proposition is supported by achievements on both sides:
fund raising and investments
‒ In raising capital, F2i was able to attract considerable private and public amount
of money notwithstanding the severe international financial crisis (anti-cyclical
and defensive concept)
‒ F2i is demonstrating to be seen as the flagship Italian Investor in strategic
infrastructure assets of the Country
‒ F2i is now launching its Second Fund: on October 2nd, 2012, F2i achieved the
first closing for €575MM (total Fund target size €1,2 billion).

F2i position in the Italian infrastructure market
‒ In less than four years, F2i I has invested in 13 companies. After two disposals and the combination of
three companies in the gas distribution sector, F2i currently has 9 investments (total investment around
€1,85 billion, equal to the totality of the fund), in companies operating in six key infrastructure sectors:
gas distribution, transportation (airports and motorways), water, renewable energies (windpower and
photovoltaic) and TLC
‒ F2i has undertaken a consolidation / aggregation strategy in these sectors, aimed at creating first class
national operators of infrastructure
‒ F2i adopts a balanced leverage strategy, in order to optimize the return on investment and to modulate the
draw-downs from investors
‒ Current total draw-downs from investors amount to € 1.45 milion, representing 78% of the total amount
of the fund
‒ F2i has actively managed and rationalized its portfolio through the disposal (at a profit vs. cost) of those
participations that could not be considered “core” any longer (e.g. logistics centre Interporto Rivalta Scrivia
and gas storage greenfield Enel Stoccaggi)
‒ Focus on investments with high cash generation and high dividend distribution potential. The first
dividend got paid to the investors 2 years in advance compared to the business plan of the fund
o Dividends distributed to investors for over € 82 milion during 2010 and 2011 (“cash on cash” yield
of 4,8% and 4,1%)
o F2i was able not to call the management fees from investors since the second semester of 2010
‒ In October 2012, F2i has launched its Second F2i Fund, with commitments from its Sponsors of €575MM.
The Fund has already started its investment activities, for up over €300MM:
o Acquired 60% of TRM, a leading WTE plant in Turin (north west of Italy)
o Ongoing negotiations for investment in waste treatment business of utility Iren
o Acquired 8.6% of SEA (Milan airport) (F2i overall controls 44.3% of the Company)

Strong Capital Commitment and Endorsement
‒ The two leading Italian banking groups, with more
than 10,000 branches in Italy and total assets over
€1,500bn
‒ The Italian Government through CDP (70%
owned by the Italian Government), leader in
financing of local and regional governments in Italy,
with 29% market share
‒ One international financial player with strong and
recognized presence and experience in Italy
‒ Qualified representatives of major institutional
investors in Italy (banking foundations and
professional pension funds)
‒ Sponsors providing €938 mln
to the First Fund (€575 mln
for the Second Fund)
‒ Total commitment for the First
Fund reached €1.85bn
‒ Combination of local
relationships and global
experience
‒ F2i benefits from full
endorsement of its Sponsors
‒ F2i is the leading partner for
infrastructure investments in
Italy
9 Banking
Foundations
2 Italian Pension
Funds
Part of Group
A Leading Group of Sponsors for F2i I:

F2i Sponsors and Investors in F2i I
CDP
F2i –
Fondo Italiano per
le Infrastrutture
2 Banks
(1 Core Investor)
2 Major Italian Banks
19 Other
Foundations
(2 Core Investors)
1 International Bank
3 Insurance Companies
(3 Core Investors)
10 Social Security Institutions &
Pension Funds
(4 Core Investors)
2 Institutional
Investors
2 Other Banks
(1 Core Investor)
Italian Investors International
Investors
6 Major Italian
Foundations
2 Pension Funds
SGR’s Shareholders
(General Partners
or Sponsors)
(Limited Partners)

F2i I Sponsors and Investors by type
Investors
Number of
entities
Amounts
(€ mln)
% of the Fund
Banks 7 593 32,02%
Pension Funds 13 487 26,30%
Banking Foundations 25 439 23,70%
Insurance Companies 4 175 9,45%
Sovereign Financial Institutions (CDP) 1 150 8,10%
Sponsor & Management n.a. 8 0,43%
Total 1.852 100%

A Uniquely Qualified Team: Knowledge, Experience and
Relationships
Matteo Ambroggio –
Partner:
Regulated utilities
expert and asset
management
experience
Laura Pascotto –
Partner:
Airport sectror
expert and M&A
transaction
experience
Corrado Santini –
Senior Partner:
Head of Project and
Structured Finance,
BBVA Italy
‒ Diversified and complementary experience in infrastructure
‒ Proven track record in deal origination and execution
‒ Strong network of relationship with key infrastructure players and counterparts in Italy
Vito Gamberale – CEO
One of the top business leaders in Italy
‒ CEO of Autostrade (2000–2006)
‒ CEO of Telecom Italia Mobile (1995–1998)
‒ General Manager of Telecom Italia (1991–1995)
‒ CEO and Chairman of ENI Group Subsidiaries (1984-1991)
Carlo Michelini –
Senior Partner e
CIO: Infrastructure
Corporate Finance
experience as MD at
Morgan Stanley
Marcello Garolla
–
Senior Partner:
Operations
Significant
experience in
Banca d’Italia and
in Ernst € Young;
former CEO of
Agora
Investments SGR
Fabio Albano–
Partner:
Strong experience
in M&A, with
special focus on
motorways and
infrastructures
Giuseppina
Falappa –
Partner:
Relevant
experience in
asset
management,
cost
management
and internal audit
Mauro Maia –
Senior Partner:
Infrastructure
Corporate Finance
experience as MD
at Mediobanca

Summary of Key Terms
‒ Size: €1.85bn
‒ Duration: Up to 15 (+3) years (expected average life
7,5y)
‒ Investment Period: 4 (+2) year
‒ Legal Structure: Limited liability partnership
‒ Management Company: F2i SGR
‒ Greenfield limited to <20% of the fund
‒ Single assets limited to <20% of the fund (25%
with Advisory Board); 25% (30% with advisory
Board) for regulated assets
‒ Sponsors and Core Investors (>=60mln) have co-
investment rights
Solid Target ReturnsFund Characteristics
Investment Focus
Diversification Rules
‒ Minimum Target Return
(“hurdle rate”): IRR = 8%
gross per year (on
average)
‒ Target gross returns: 12-
15%
‒ Annual cash distribution
of 4-6% of invested
capital
Co-investment Rights
‒ Italian infrastructure opportunities
o Power and gas infrastructure
o Airports
o Telecom infrastructure
o Transportation
o Environmental services (water, WTE, …)
‒ Equity or quasi-equity
‒ Majority or influencing minority stakes, playing
an active investor role

F2i I and F2i II Investment Portfolio
Committed
(M€)
Drawn
(M€)
%
F2i I 75% 85,1% 100%
100%
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%
F2i II 100% 60,0%
49,0%
* Projects already approved by F2i's Board of Directors, now ongoing
** Including the participation in Software Design 2.027 1.445 71%
*** Including shares of Equiter (put & call 2014), SAB (put 2014) and Aviapartners
F 2i R ete
Idrica Italiana
M editerranea delle
A cque
235 6 2%
100%
G6 R ete Gas 68 68 100%
F 2i
R eti Italia
EN EL
R ete Gas
2i Gas 350 350
M etro web
Italia
M etro web 201 201 100%
75%
SEA (M alpensa /
Linate / B ergamo )
532 532 100%
F 2i A ero po rti
F 2i Sistema
A ero po rtuale
C ampano
GESA C ** (N aples) 90 68
Saster N et 18 18 100%
A lerio n
C lean P o wer
78 64 82%
SA GA T *** (T urin) 116 66 56%
Iren A mbiente * 136 0 0%
50 43 87%
100%
F 2i
A mbiente
T R M 122 0 0%
F 2i
Energie
R inno vabili
H F V
Infracis 31 31
GAS
DISTRIBUTION
WATER
DISTRIBUTION
AIRPORTS
TLC
RENEWABLE
ENERGY
TRANSPORT
WASTE TO
ENERGY

F2i’s strategy in its sectors of investment
F2i is focusing on key sectors of Italian infrastructure, aiming at creating “national champions”
through organic growth and M&A. F2i’s portfolio companies strive to be leaders in their sectors in
terms of size, efficiency, quality of services, investment plans and financial performance
GAS
Build the largest European independent gas distribution operator and be a
consolidator in a sector undergoing a rationalisation process
RENEWABLES
Create two strong independent players in the two main renewables
segments (wind and photovoltaic)
TRANSPORT
Enter the toll-road sector, and become a reference stakeholder for
companies that have an extremely fragmented shareholding structure
WATER
Create a “national champion” in a strategic sector that requires
significant investment for the upgrade of the existing network as well as
the completion of the national water grid
AIRPORTS
Pursue a consolidation strategy in a sector characterized by strong
fragmentation and by a strong presence of the public sector
ENEL Rete Gas
2i Gas (ex E.On Rete)
Alerion
HFV
Infracis
Mediterranea
delle Acque
GESAC
SEA
SAGAT
G6 Rete Gas
TELECOMS
Build upon the Milan broadband fibre optic network to increase the
penetration in the city (FTTH) and to replicate the same model in other
urban centres
Metroweb
Sasternet
Projects Moon e Link
WTE Create the third national operator and facilitate consolidation between the
main players of the market in order to create a national champion
TRM

The F2i “Group”: Current Portfolio
The current F2i portfolio is performing in line or better than expectations. It is composed of companies
that could generate by 2017 aggregate turnover of approximately €2.3 bn and EBITDA of over €1.1 bln
F2i
ENEL
Rete
Gas
63,8%
Metroweb
46,9%
GESAC
70%
HFVMdA
40% 49,75%
Infracis
SEA
44,3%
(8,6%*)
Alerion
15,7%
SAGAT
50,8%
TRM
60%*
Aggregated
** Net of extraordinary items
* Second Fund F2i
Revenues
2011
602** 56 68 64 579 129 25 65
Under
construction
1586
EBITDA
2011
324 45 22 16 146 50 20 36 659
Margin 53,8% 80,3% 32,3% 25,0% 25,2% 38,7% 80,0% 55,3% 41,5%
Cap-ex
2011
189 12 23 10 101 33 168 57 593
Personnel
2011
2112 34 316 383 5090 412 10 103 8460

F2i’s Partners
‒ During its first years of activity, F2i has built strong relationships and partnerships with Italian Institutions
and Italian and international operators and financial investors
Enel Rete Gas
MdA
SEA
Gesac
Sagat
Metroweb
TRM
F2i’s Partners

F2i I: Dividends from Portfolio Companies
(1) Calculated as the average of the valuation provided by the two appointed investment banks for ERG, Gesac, Mda, HFV and Alerion plus the historical cost of
all other investments
According to its investment strategy, F2i made its main investments in brownfield assets, which were
able to generate important operating cashflows and, despite high level of capital expenditures, already
contributed sizeable dividends to the Fund. In particular, distributions from ENEL Rete Gas, Gesac and
Mediterranea delle Acque are illustrated in the table below:
The high level of dividend distributed by ENEL Rete Gas (annual yield approx 19.0%) depends also by
financial structure of the acquisition developed by F2i, which includes:
‒ A Vendor Loan provided by the Seller ENEL Group at the time of the acquisition
‒ A Loan Financing provided by a pool of international banks, which allows the company to make
relevant cash distributions to its shareholders while keeping investing in its core business
Book Value vs. Market Value of Portfolio Companies
Equity Invested Dividends Yield
2010 Enel Rete Gas 279,2 52,5 18,8%
Yield totale 279,2 52,5 18,8%
2011 Enel Rete Gas 279,2 53,3 19,1%
MdA 177,1 11,8 6,7%
Gesac 80,5 3,2 4,0%
Total Yield 536,8 68,3 12,7%
2012 Enel Rete Gas* 417,8 15,9 3,8%
MdA 180,0 5,2 2,9%
Gesac 80,5 4,0 5,0%
Metroweb 114,4 1,2 1,0%
Total Yield 792,7 26,3 3,3%

Capital
Gain
F2i I: Dividends to Investors
Investment in Enel Stoccaggi
‒ Thanks to the dividends received from its portfolio companies, F2i was able not to call management fees from
mid 2010 and to make significant distributions to its investors:
Investment in Interporto Rivalta Scrivia (IRS)
‒ On the other hand, the graphs below show draw down, capital gain and capital reimbursement related to the
investments in IRS and ENEL Stoccaggi, which have been dismissed between the end of 2011 and the first
quarter of 2012
29,029,0
6,5
+ 6,5 M€
IRR: 8,9%
Acquisition (May 2009) Disposal (October 2011)
Year Amount Drawn
Dividends Disposals Dividends Disposals
2008 116,2
2009 353,6
2010 39,6 53,0 23,4
2011 620,7 60,4 35,3 30 29
2012 89,9 21,3 2,4 * 8,7
Total 1.220,0 134,7 37,7 53,4 37,7
* Dividends of 2012 have been used to cover management fees and other operating costs
Proceeds to the Fund Distributions to investors
1,91,9
0,6
+ 0,6 M€
IRR: 11,7%
Acquisition (Oct 2008) Disposal (Feb 2012)
Acquisition (Oct 2008) Disposal (Feb 2012)
Capital
Gain

The Second F2i Fund

Pipeline and Investment Opportunities
F2i believes that the Italian infrastructure market will continue to offer significant
investment opportunities due to:
 The increasing fiscal constraints on the public sector and in particular local
authorities, which will lead to a new wave of privatisations. F2i’s recent acquisition
of a 29% stake in SEA (Milan airports) from the Municipality of Milan is expected to
represent an important benchmark for other local authorities to privatise their
infrastructure assets;
 The high leverage of Italian utilities, that is likely to lead them towards non core
asset disposals and spin-offs;
 The rationalisation and consolidation process within certain sectors with a high
level of fragmentation of players (e.g. gas distribution, water, Waste to Energy);
 Need of improvement in efficiency and infrastructure upgrades, which fosters
change in shareholdings (for example, optical fiber broadband networks, mobile
towers, water);
 Capital requirements by existing infrastructure companies to finance new
investments (e.g. toll roads)

2012 2013 2014 2015
Highways Airports Gas distribution Electric grid Water distribution TLC WTE
Pipeline and Investment Opportunities
Total 2012 - 2015: € 7.648 mln
932
3.288
2.811
617
Investment opportunities (data in € mln)
F2i I Residual to
invest : € 0 – 83 mln
F2i has conducted together with Boston Consulting Group an in-depth market study of Italian
infrastructures. The study, based on a bottom-up analysis of infrastructure players in the country, has
identified an equity investment opportunity in excess of € 7.5 bn in the next four years, focusing on
brownfield only within the infrastructure sectors identified as targets by F2i.

‒ In October 2012, F2i has therefore launched its Second Fund, in order to take advantage of
these significant and immediate investment opprtunities, in coordination with the portfolio
achieved by Fund I:
o Opportunities to increase the stake in companies where Fund I has invested, so as to achieve
majority or strenghthen F2i’s governance
o Make new investments in F2i sub-sectors, so as to continue in the creation of infrastructure
groups able to be leaders in Italy within their industry
o Invest in one/two new subsectors, focusing on core infrastructure
- The Second Fund has target size of €1,2 billion, and has already raised €575 MM from
its Sponsors
- It has already made two investments (WTE company TRM and Milan airports
concessionaire SEA) and is negotiating the acquisition of a stake in waste treatment
and disposal company Iren Ambiente
Support the growth in
selected , key portfolio
companies
Increase F2i presence
in current sectors
Enter new sectors
Fund II: Investment Strategy

‒ The First closing of the Second F2i Fund was achived with a group of Sponsors, including
existing and new shareholders of F2i SGR:
- F2i is planning to reach its target fund size of €1.2billion with a placement with Limited
Partners in Italy (€200-300MM) and an international fund raising (€300MM-400MM)
F2i Fund II: First Closing and Plan of Distibution
CDP 100
Banca Intesa San Paolo 100
Unicredit 100
Banks 300
Fondazione Cariplo 10
EnteCarifirenze 40
FCR Lucca (15+15) 20
Compagnia San Paolo 60
FCR Cuneo 30
FCR Sardegna 25
Bank Foundations 185
Cassa Geometri 30
Inarcassa 60
Pension Funds 90
Total A Units 575
Sponsor of Fund I participating in Fund II
Nuovi Sponsor
Fund II (€ MM)
AUnits - Sponsor

F2i II: Terms
Fund F2i II – Secondo Fondo Italiano per le Infrastrutture
Management Company F2i – Fondi Italiani per le Infrastrutture SGR
Investment Strategy Mainly brownfield infrastructure, through majority or relevant
minority stakes
Coordinated investment strategy vis-à-vis Fund I, with a view to
common creation of value where possible
Target Amount €1.2bn
Term 15 years from last closing
Investment Period 4 years from last closing (extendible 1+1)
Brownfield / Greenfield 80% / 20%
Limits:
Single Investment 20% (25% with Advisory Board) approval; 25% (30% with Advisory
Board) for sectors with regulated tariffs
Foreign Investments Max 20% (European Union) (25% with Advisory Board approval)
Listed Companies Max 20% (30% with Advisory Board approval)
Commissions 90bp
Target Returns 12-15% gross
Hurdle Rate: 8%
Carry (Sponsors and Management) 20%; catch up 80%
Co-investment Rights Sponsors and Core Investors have co-investment rights

F2i I and F2i II: Exit Strategy
‒ F2i has a long term holding strategy for its participations, aiming at growing the
EBITDA by virtue of organic and external expansion, fostering efficiencies, and
managing the capital structure with the objective to obtaining a stable dividend flow.
‒ At the time of exit, F2i will look at various disposal alternatives for its participations in
its Funds, including trade sales and IPOs.
‒ However, F2i portfolio is emerging as a strong group of assets focused on key sectors
of the Italian infrastructure space, with important synergies and growth opportunities
within each individual sectors. The current portfolio of F2i I had in 2011 an aggregate
EBITDA in excess of € 650 million, potentially growing to over € 1.1 billion by 2017.
‒ One exit strategy could therefore involve the listing of the Fund, or the contribution of
all or part of its portfolio to a newly created company, that could be listed, thus
creating a new, major player in the European infrastructure sector, that could continue
the management and development philosophy of F2i:
o Focus on operational excellence
o Growth orientation, through cap-ex explansion plans and M&A
o Synergies acros the various participations
‒ At that point, investors in F2i Fund I and II may decide whether to liquidate their
investment, or become part of a core shareholder group of the newly created entity.
The newly created entity should continue F2i’s strategy to grow its investments, acting
as a consolidator in its sectors of activity and potentially expanding to other markets.

Being a Core Investor in F2i II
‒ Enter the infrastructure market of the third largest European economy through the most
important specialized player in the country
‒ Benefit from the link with the institutional network of F2i’s Sponsors
‒ Contribute to the growth of the unique existing asset portfolio, with growth prospects through
internal growth and potential add-on acquisitions (cumulated organic capex of the portfolio
companies in 2012-2022 almost € 5.0 bn)
‒ Potential IPO of the Fund (possibly combining Fund I and Fund II) and consequent
possibility to become a cornerstone shareholder of one of the largest and most dynamic
infrastructure players listed in Italy (and one of the largest in Europe)
‒ Co-investment rights in potential “jumbo” deals
‒ Commission rebate of 40 bp after achievement of hurdle rate

Role of Core Investors in the F2i Strategy
F2i Fund I F2i Fund II Core Investor
Sponsors
Investors
Sponsors
Investors
Focused Portfolio of Infrastructure Investments
Investment in Units of the Fund
Gas
distribution
Water Airports Telecoms Renewables WTE
Potential new sector
Under review if Core
Co–Investments/lending

F2i I Investments – Selected Case Studies

Investments – Selected Case Studies
ENEL RETE GAS 2i GAS (EX EON RETE)
‒ Transaction date: May 2009
‒ Equity Stake: 60%
‒ Project Type: Brownfield
‒ Partner: AXA Private Equity
‒ Project EV: ~ €1,550MM
‒ Acquisition of a 100% stake in E.On
Rete alongside AXA PE
‒ Transaction date: I quarter 2011
‒ Project EV: ~ €280MM
‒ Acquisition of a 80% stake in Enel
Rete Gas alongside AXA PE
‒ Second largest gas distributor with
11% market share in terms of gas
distributed in 2009
‒ 29,500 Km pipe network
‒ Over 1,200 municipalities covered
‒ Predictable revenue streams from
regulated activities
‒ Strong cash generation
‒ Seventh largest gas distributor with
3.3% market share, in terms of gas
distributed in 2009
‒ 9,000 Km pipe network
‒ Over 300 municipalities covered
‒ With this add on acquisition, F2i
reached over 13% of the market
share in the sector
G6 RETE GAS
‒ Acquisition of a 100% stake in G6
Rete Gas alongside AXA PE
‒ Transaction date: October 2011
‒ Sixth largest gas distributor with 4.5%
market share, in terms of gas
distributed
‒ More that 990,000 clients served
‒ Over 470 municipalities covered
‒ With this add on acquisition, F2i
reached over 17% of the market share
in the gas distribution sector
Consolidated Revenues: € 609 mln
Consolidated EBITDA: € 331 mln
EBITDA Margin: 54%

Ranking European LBOs in 2009
ENEL Rete Gas has been the biggest LBO finalised in Continental Europe
during the 2009 and deal of the year for the Project Finance Magazine (see
Bloomberg table below):
10 Largest LBO in Europe YTD

ENEL RETE GAS – Summary Data
‒ 2.256.000 Clients
‒ 3.800 Mln mc of gas distributed (+17% since 2009 - 3.233 Mln mc gas)
‒ 33.090 Km of pipeline
‒ RAB €1.645 MM
‒Revenues 2010: €359MM
‒ EBITDA 2010: €192MM
Presence Previsional data for 2011

2i GAS (EX EON RETE) – Summary Data
2i Gas Enel Rete Gas + 2i Gas
‒ 698.000 Clients
‒ 1.200 Mln mc of gas distributed
‒ RAB €320MM
‒ Revenues 2010: €99MM
‒ EBITDA 2010: €49MM
‒ 2.864.000 Clients
‒ 5.000 Mln mc of gas
distributed
‒ RAB €1.965MM
‒ EBITDA 2010: €241MM
+27% clients
+32% volumes
+27% pipeline
+20% RAB
+27% Revenues
+26% EBITDA
Consolidation as second national operator

G6 RETE GAS – Summary Data
G6 Rete Gas Enel Rete Gas + 2i Gas + G6 Rete Gas
‒ 1.008.000 Clients
‒ 1.500 Mln mc of gas distributed
‒ RAB €771MM
‒ EBITDA 2010: €89MM
‒ 3.872.000 Clients
‒ 6.500 Mln mc of gas
distributed
‒ RAB €2.736 MM
‒ Revenues2010: €622MM
‒ EBITDA 2010: 330MM
+72% clients
+71%% volumes
+74% pipeline
+66% RAB
+73% Revenues
+72% EBITDA
The consequence of the acquisitions of 2i Gas (ex E.On Rete) and G6 is
an important dimensional upgrade:
Doble Volumes compared to those of Enel Rete Gas stand alone in 2009

60 70
1301
6
54
22
24
41
10
8
18
2009 2010 2011
Growth
Transparency
Safety and Quality
Improvement
Total investments of the Group F2i Rete Italia
Investments € mln Benchmark €/client
Tot. 243
Tot. 93
Tot. 108
+ + +
Other operators ~47
Group
F2i Rete Italia
~63

Pipeline Inspection and Rapid Troubleshooting Time
Pipeline inspected (%) Average troubleshooting time (minutes)
Fonte: AEEG
Anno 2010
AEEG target
requirement
~30’
Group
F2i Rete Italia
60’
78%
77%
63%
57%
54%
41%
36%
29%
Enel Rete Gas
Hera
A2A
Iren
G6 Rete Gas
Eni (Italgas)
E.On Rete
Toscana Energia
Media
Italia: 55%

Technical Quality
AEEG safety incentives(1) (€’000)
(1) Refers to incentives distributed in 2010
50%
22%
12%
2%
14%
% incentives
on total
distributed
% market
share
844
114
696
1.314
273
Altri
2.9632.311 379 17%
29%
2%
5%
47%

Airport sector investments
Gesac (Naples)
Sea (Malpensa / Linate / Bergamo)
Sagat (Turin / Florence / Bologna)
NAP
TOR
MXP
LIN
BER
FIR
Controlling interest (>50%)
Controlling interest (33.4%<>50%)
BOL
Noncontrolling interest

GESAC SEA
‒ Acquisition of a 70% stake in Gesac
‒ Transaction date: December 2010
‒ Partner: None
‒ Gesac holds the concession to manage the business of the
Capodichino Airport until the year 2043
‒ With 5.5 mln passengers transported in 2010, Capodichino is
the third Italian airport for number of passengers transported
(excluding Rome and Milan hubs)
‒ In 2009 the company signed a new contract with ENAC that
states an increase up to 25% of the tariffs
‒ Gesac represents the entry point in the airport sector for F2i
‒ The majority stake acquisition will grant different exit
strategies
‒ Acquisition of a 44,3% stake in SEA
‒ Transaction date: December 2011 and December 2012
‒ Equity Stake: 44,3%
‒ Partner: None
‒ Project EV: ~ €1,830MM
‒ SEA holds the concession of Milan Linate and Malpensa
Airports until 2041. SEA also holds a 30% stake in Bergamo
Airport.
‒ With over 28 mln passengers in 2011, the Milan hub represents
the second “airport system” in Italy after the Rome hub
‒ In April 2012, SEA has obtained by the Ministry of the
Infrastructure, Transport and Economy the approval for the new
Contratto di Programma (signed by ENAC in Sept 2011 and
become law in Sept 2012), that has granted significant tariff
increases (+25%)
‒ SEA represents a relevant step in F2i’s investment strategy in
airports, as well as an important partnership with the Milan
Municipality, which might represent a benchmark for other
privatisations in Italy
Revenues 2011: € 67 mln
EBITDA 2011: € 22 mln
EBITDA Margin: 33%
EBITDA Margin: 26%

SAGAT
‒ Acquisition of 50,8% stake in Sagat (with the possibility to increase until 69,3%)
‒ Transaction date: December 2012
‒ Partner: None (corporate agreements with Equiter, Finpiemonte, SAB and
Tecnoinvestimenti)
‒ Sagat has the concession to manage the Turin Airport until 2035. Furthermore,
through Aeroporti Holding S.r.l. (of which it owns 55,45% stake), it controls
33,4% in Aeroporto di Firenze S.p.A. and 7,21% in SAB S.p.A. – Aeroporto di
Bologna
‒ The services offered by Sagat are mainly in the domestic sector (61,8%), while
those in the international and charter flights sectors are respectively equal to
33,6% and 4,6%. The busiest route is Turin-Rome, with almost 900k pax
registered in 2011, and the most requested airline is Alitalia, with 1mln pax.
‒ The main flight reasons are: work (65%), tourism (29%) and other (6%)
Revenues 2011: € 64,0 mln
EBITDA 2011: € 15,5 mln
EBITDA Margin: 24,2%

METROWEB
‒ Transaction date: 30 June 2011 (signing on 31 May 2011)
‒ Partner: IMI Investimenti
‒ The company manages a fiber optic network in the Milan
metropolitan area
‒ 3,272 km of infrastructures
‒ 7,254 km of cables
‒ approximately 311,000 km of fiber optics
‒ In addition, the company controls approximately another 13,000
km of long distance cables.
‒ Acquisition of a 87% stake in Metroweb. Subsequent co-
investment by Fondo Strategico Italiano
MEDITERRANEA DELLE ACQUE
‒ Transaction date: May 2010
‒ Partner: None
‒ The company operates water services in Genova and in 39
municipalities nearby.
‒ As at December 2009, it provided water to approximately
700,000 citizens
‒ 1,700 Km water pipes
‒ 1,200 Km sewage system
‒ 72 mc of drinking water in 2009
‒ Predictable revenue streams from regulated activities
‒ Acquisition of a 40% stake in Mediterranea delle Acque
EBITDA Margin: 80%
EBITDA Margin: 30%

F2i II Investments – Current Portfolio

F2i II Investment Portfolio
44,3% (35,7% Fund I; 8,6% Fund II)
60,0%
100%
49,0%
345 87 25%
* The commitment amount only represents the investment of the Fund II
** Projects already approved by F2i's Board of Directors, now ongoing
Impegnato
(€M)
Erogato
(€M)
%
SEA (M alpensa / Linate
/ B ergamo ) *
87 87 100%
T R M 122 0 0%
Iren A mbiente ** 136 0 0%
F 2i
A mbiente
AIRPORTS
WASTETO
ENERGY

SEA S.p.A. – Milan Malpensa and Linate Airports
4242
Company Profile
 SEA holds the concessions of Milan Linate and Milan
Malpensa airports until 2041. SEA also owns a 30,98% stake
in SACBO, company which manages the Bergamo airport (50
km far from Milan center).
 In 2012, Linate and Malpensa airports have registered a
passenger traffic over 28 mln, whereas Bergamo airport has
had around 9 mln passengers (total for «Milan Area» is about
37 mln passengers).
 Lombardy is one of the region with the highest GDP per-capita
in Europe, with a strong potential growth. Malpensa airport is
approximately 48 km far from Milan center, whereas Linate
airport is only 8 km far (it is the closest European airport to the
city center, focused on a frequent flyer customer on domestic
and intra-EU routes).
 As shown in the graph on the right, SEA has been able to
respond to two significant shocks in 2008 and 2009 (Alitalia de-
hubbing and the introduction of the high-speed rail on RM-MI),
attracting new carriers and opening up new destinations
(despite the negative situation of these last years).
 In 2012, SEA has had a turnover of € 600 mln and an EBITDA
of € 145 mln. The new rates have become active on 24
September 2012, allowing a substantial increase in profitability.
Traffic Data
Key Financials SEA Group
7,8 8,8 8,9 9,1 9,7 9,9 9,3 8,3 8,3 9,1 9,2
17,3
17,5 18,4 19,5
21,6
23,8
19,0
17,4 18,7 19,1 18,3
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012P
Linate Malpensa
25,1 26,3 27,3
28,6
31,3
33,7
28,3
25,7 27,0
28,1 27,5
Alitalia de-
hubbing from
Malpensa
High speed rail
introduction on the
MI-RM route
CAGR 2002-07
6,1%
 In 2013-2016, it is expected a significant increase of the Group
profitability due both to the full implementation of the new
charges, stipulated in the “Contratto di Programma”, and to the
expected development plan (also with a view to the Expo 2015),
with several investments in infrastructure, attraction of new
international carriers and an efficiency increase.
CAGR 2009-12
2,3%
SEA
€/mln 2010 2011 2012PC
Revenues 550,2 579,3 601,7
EBITDA 132,8 151,5 144,4
EBITDA margin 24,1% 26,2% 24,0%
Net Income 63,1 53,9 53,1
Equity 393,8 242,8 283,5
NFP 344,7 467,7 490,9

F2i’s investment in SEA
4343
 The disposal of 14,56% share in SEA has been started by ASAM following the failure of the SEA's IPO. The purchase
price of this 14,56% has considered the fair value identified in the IPO process and it amounted to € 147 mln,
corresponding to approximately € 1,010 mln for 100% (vs. fair value range of € 970-1070 million) and representing an
EV/EBITDA 2012 multiple of 8.3x (considering the EBITDA 2012 pro-forma to include the new rates for the entire
year). Then, the Second Fund’s commitment was around € 87 mln.
 SEA’s implicit value, recognised in this operation, is less then about 22% of that (€ 1.294 mln) recognised for the
29,75% share, as the 14,56% share does not bear the governance rights.
 Recently, F2i has been in contact with the Milan’s Municipality in order to revise and extend the governance rights
recognised on the 29,75% share and/or on the entire 44,3%. This should be also done in the context of new
development and appreciation strategies of SEA, after the IPO failure. In the medium term, it cannot be excluded that
Municipality decides to sell the SEA's majority: this investment opportunity should be valued by the Second Fund.
 In any case, this investment presents a possible high return, even only at a stand alone level, so without assuming
the joint exit with the First Fund F2i. In addition, for the Second Fund, it represents the launch of the investment
strategy in the airport sector, where new exciting opportunities are growing up, as indicated in the slide below.
 Currently F2i SGR owns a 44,31% stake in SEA, partly by the First Fund
F2i (35,69%) and partly by the Second Fund F2i (8,62%). In particular:
 A first tranche (equal to 29,75%) has been bought at the end of 2011
by the First Fund F2i from the Municipality of Milan (which still owns a
54,81% stake in SEA). Referring to this share, the shareholders
agreement (F2i-Municipality) considers the right for F2i to nominate
two directors (out of 7), included the vice-President, and the right of
co-sale (tag alone) in case of disposal of the majority by the
Municipality.
 A second tranche (equal to 14,56%) has been purchased at the end of
2012 from ASAM S.p.A. (Province of Milan) partly by the First Fund
F2i (5,94%) and partly by the Second Fund F2i (8,62%).

F2i’s investment strategy in the airport sector
4444
TOR
MXP
LIN
BER
BRE VER
TRE
VEN
CAG
NAP
GEN
FCO
CIA
 SEA is the first investment of the Second Fund F2i in the airport
sector, with the aim to pursue the strategy begun by F2i with
the First Fund and to take advantage of the new opportunities
that may arise, in order to develop this sector even
independently from the First Fund.
 Currently, in addition to a 35,69% stake in SEA , the First Fund
F2i also owns a 70% stake in Gesac (Naples airport) and a
50,8% stake in Sagat (Turin airport). SEA and SAGAT,
respectively, hold a 30,98% stake in Bergamo airport and a
33,4% stake in Florence one (as well as a noncontrolling
interest in Bologna airport equal to 7,21%). Overall, the market
share of these six airports is equal to the 36,4% of the domestic
traffic.
 After the takeover of a 8,62% stake in SEA (it has been a co-
investment with the First Fund), further investment opportunities
in the airport sector may include: (i) additional shares of SEA (if
the Municipality of Milan decided to sell), Bologna, Catania,
Palermo or Apulia airports, and also potentially the Venice
one. These airports have a market share equal to the 54,7% of
the domestic traffic.
 The F2i strategy is supported, on the one hand, by the need to
rationalize the sector, in order to ensure a long-term
coordinated strategy to the entire system and, on the other
hand, by the expected privatizations of several airport
companies, so as to allow their public shareholders to raise
funds for their needs.
Airports directly holded by F2i
Airports indirectly holded by F2i
Possible target for F2i in the medium term
TOR
MXP
LIN
BER
BRE VER
TRE
VEN
CAG
NAP
GEN
FCO
CIA
FIR
BOL
CT
PA
ADP

TRM S.p.A. – Waste to energy plant
Plant description Final rendering
– The waste to energy plant TRM is the fourth in Italy and one
of the most important on European level for dimension and
disposal capacity.
– TRM has been realized in the south area of Turin, and it has
an authorized annual disposal capacity of 421.000
tons/year
– User base of more than 1,7 mln people
– Authorized to treatment of RSU and RS not
dangerous, produced in the Province of Turin
– Currently the plant is in the final construction phases and it
will probably be operative in the first half of 2013
– It will go full speed in 2014
– The total investment for the plant realization will be over
than € 400 mln
– The project has been supported by a pool of banks**
via a project finance realized to cover up to the 80%
of the total construction costs
– TRM will generate revenues around € 100 mln with an
Ebitda margin of 60% ca.
* It shows the plant’s electrical capacity in cogeneration mode (heat + power sale). In electric mode the maximum plant’s capacity would be
of 65,5 Mwe
** BNP Paribas SpA, UniCredit SpA, Banca Europea degli Investimenti, Banca Popolare di Vicenza SpA e Cariprato SpA
Technical characteristics
– Disposal Capacity 421.000 Tons/Year (RSU)
– Type of technology Air-cooled mobile grate
– Number of combustion lines 3
– Electrical Capacity* 41 Mwe
– Thermal Capacity 106 MWt
– Housing units to be heated 17.000 ca.

PC
PR RE
IS
TO
TRM S.p.A. – Acquisition process
Description of the acquisition process TRM SpA’s acquisition structure
– In August 2012, the Municipality of Turin has launched a
public tender procedure for the selection of an industrial
private partner, at which sell the 80% stake in TRM SpA
– The tender also provided the acquisition of 49%
stake in AMIAT, a company operating in the
collection of municipal solid waste
– F2i has partecipated to the public tender in partnership
with Iren Group, an Italian multi-utility company already
operative in the waste treatment and disposal sector in the
Provinces of Parma, Piacenza and Reggio Emilia through
Iren Ambiente SpA
– Under the agreements, F2i would only invest in TRM
and Iren would acquire the entire stake in AMIAT
– At the end of the process, F2i and Iren have been the
successful bidders and, on 21 December 2012, they have
acquired the 80% stake in TRM SpA
– The price paid by F2i and Iren for the 80% stake in TRM
has been equal to € 126 mln
– The acquisition was completed by F2i and Iren
through a corporate vehicle, participated by F2i for
75% and by Iren for 25%
– The F2i’s expense for the acquisition amounted to
approx. € 95 mln
Current presence of F2i – Iren joint venture
Iren Group’s current presence in
the waste sector through Iren
Ambiente SpA
Reference area of TRM SpA
TRM maintenance
contract assigned
to Iren Ambiente
IREN
Emilia
49%
SPV1
AMIAT
100%
IREN
Energia
District
heating
IREN
Ambiente
80%
Vehicle
TRM
TRM
75%
IREN
Emilia
IREN
Energia
IREN
SpA
F2i
25% 1 share 1 share 1 share
Contractual carve-out
from TRM to IREN

TRM S.p.A. – F2i’s investment
F2i’s expense
– The F2i’s investment for the acquisition of 60% stake in
TRM SpA has been of € 95 mln ca. (excluded transaction
costs)
– F2i has totally funded this amount through a Bridge-to-
Equity loan granted by Banca IMI and Unicredit
o Bullet repayment after 24 months
o Interest rate (average all-in): 4,7%
– The actual draw-down of the F2i’s investors will coincide
with the start of the TRM’s dividend distribution allowed
under the project finance contract
Board of directors TRM Vehicle - 5 members
- 3 members appointed by F2i, including the President
- 2 members appointed by Iren
Board of directors TRM S.p.A. - 5 members
- 2 members appointed by the Municipality of Turin, including the
President
- 2 members appointed by F2i
- 1 member appointed by Iren (Managing Director)
Key Managers TRM S.p.A.
- CEO appointed by Iren
- CFO appointed by F2i
- Head of management audit appointed by F2i
Agreement with Iren
Acquisition structure
– The F2i – Iren partnership in TRM is only a part of a wider
co-operation project in the waste sector
– In this context, F2i and Iren are negotiating the possible
entry of F2i (49%) in Iren Ambiente S.p.A. (“IAM”), the
environmental division of Iren Group
– In case of successful negotiation, TRM would be integrated
in IAM
– On the other hand, if the investment in IAM was not realized,
F2i would have the right to transfer to Iren its TRM stake, in
a predetermined date, at a specific price, consistent with the
performance goals of the Fund
TRMComune di
Torino
75%
€ 95 mln
25%
€ 31 mln
20%
Veicolo
TRM
80%
€ 126 mln
Gruppo IrenF2i Ambiente SpA
Banca IMI -
Unicredit
Finanziamento BtE a
F2i Ambiente SpA
Iren Group
F2i Ambiente
SpA
Municipality
of Turin
Vehicle
TRM
BtE loan to F2i
Ambiente SpA

TRM S.p.A. – Strategic considerations for F2i
Italian market and F2i position Leading Italian operators
– The national waste sector presents a high level of
fragmentation: in 2011, the first nine operators have only
managed the 7% of the total volumes
– On the other hand, in the European waste management
sector, particularly in France, Germany and UK, there are
several considerable operators
o France: extremely consolidated market where the first two
operators (Veolia and Sita Suez) control over than 60% of the
market
o UK: the first five operators manage more than 60% of the
market
o Germany: several large operators, as Remondis and Biffa,
have started strategies for an international growth
– The Italian market is in a transitional phase. Currently the
leading operators are mainly operating on a regional and/or
local level. Following the exemple of what happened in other
European countries, they should expand their activities on a
national and international level
– TRM’s acquisition is only a first step for F2i. It will be
followed by further add-on acquisitions finalized to the
creation of a national operator, leader in the waste sector
– In this context, the possible entry of F2i in the Iren
Ambiente SpA’s capital, already F2i’s partner in TRM,
could be the «platform» on which to consolidate the
sector on a national basis
Leading European operators
Source: Annual Reports. Boston Consulting Group’s analysis
3,4
2,8
1,8
1,5
1,1
0,6
0,3 0,2 0,1
Hera A2A AMA
Rome
Iren Veolia Acea APS
Acegas
Waste
Italia
ACSM
Mln of tons processed
Media escluso
perimetroF2i: € 113 ton
98
115
126
103
125
Rea
Dalmine
Acegas
Trieste
Acegas
Padova
Hera
Ferrara
Tecnoborgo
Piacenza
P
IAM (49% F2i) TRM (60% F2i in trasparenza)Included TRM SpA, acquired in December 2012
60
27
18
13
Veolia Remondis Sita Suez Biffa
Mln of tons processed
Source: The Boston Consulting Group

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