Vito gamberale presenting F2i

Vito Gamberale – Presenting F2i
Presenting F2i
Piacenza (Italy), April 29, 2011

2
Table of contents
1. The Fund and the fund management company Pg. 3
2. Fund investors Pg. 11
3. Development of the Fund Pg. 17
4. Accomplished investments Pg. 20
5. F2i as a co-shareholder of public entities – Advantages Pg. 23
6. F2i: an operational example Pg. 25

3
1. The Fund and the fund management company

4
 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 was created as a private, yet institutional tool by high standing sponsors, who
contributed to the establishment of the Fund’s solid reputation:
 the government, through CDP
 major Italian banks (Unicredit, Intesa SanPaolo)
 an important international bank (Merrill Lynch – BoA)
 the networks of former banking foundations and private welfare funds
 life insurance companies and pension funds.
 Following its mission and the institutional nature of its investors, F2i aims to build
long-term participations with an industrial understanding.
 The F2i management fees are among the lowest on the market: 0.6% – 0.9% vs.
2–2.5% on average.
The Fund and the fund management company

5
 Funds are managed by a «fund management company» (Italian: SGR, società
di gestione del risparmio), whose legal personality and assets are separated from
those of the fund itself. The members of F2i SGR are called sponsors.
 The F2i Fund is managed by F2i SGR, a joint-stock company. SGR’s role is to
select assets to invest the money raised by the Fund. Its objective is to give the
invested assets back to the investors with a specific return.
F2i Fund Investors
Sponsors − 938 mil €
(50.65%)
Limited Partners − 906 mil €
(48.92%)
SGR Sponsors & Managers − 8 mil €
(0.43%)
SGR
1,852 mil €
Management
Manager
Investments
Assets
Assets + returns
SGR shareholders (Sponsors)

6
F2i SGR F2i Fund
 Has exclusive jurisdiction on determining the investment decisions and
submitting them to the Board of Directors.
 9 members:
 4 members of the Investment Team (Chief Executive, Senior Partners
and Partners)
 5 infrastructure professionals appointed by the sponsors.
Investment Board
 Final approval of the investement operations proposed by the
Investment Committee.
 11 members:
 Chief Executive (Vito Gamberale)
 5 representatives of the main sponsors
 5 representatives of the institutional investors (Italian bank
foundations and welfare funds).
Board of Directors
Assembly of Participants
 Approves the following:
 amendments of the Fund regulations
 replacement of the SGR
 IPO of the Fund.
Advisory Committee
 Provides binding opinions to the SGR on key topics:
 exceeding investment limits
 approval of key manager replacement.
 Appoints the Conflict Committee.
 At least 7 members:
 each Core Investor (investors with minimum subscription of 60 mil €
of the Fund) can appoint one member.
Conflict Committee
 Provides binding recommendations on the correct applications of
procedures to manage conflicts of interest.
 3 members appointed by the Advisory Committee selected among the
committee members.
The Fund’s company «governance»

7
F2i Board of Directors
Ettore Gotti
Tedeschi
 President (among his assignments, President of the Institute for the Works of Religion, IOR [Italian:
Istituto per le Opere di Religione]; board member of the CDP and President of Banco di Santander Italy).
In office since April 2009.
Vito Gamberale  Chief Executive
Antonio
Branca
 Board Member (Secretary General of the Savings Bank Foundation in Forlì, Italy)
Riccardo
Conti
 Board Member (for 20 year Provincial Councillor, then Regional Councillor in Tuscany with powers over
infrastructures and logistics)
Giancarlo Giorgi  Board Member (Managing Director of Inarcassa)
Davide
Mereghetti
 Board Member (Head of Multinational Direction / Large Corporate at Unicredit Corporate & Investment
Banking)
Andrea
Montanino
 Board Member (General Director of the Treasury Department – Italian Ministry of Economy and
Finance)
Paolo Morerio  Board Member (Textile Entrepreneur and President of the Vismara Foundation)
Maurizio Pagani  Board Member (Head of the Infrastructure and Project Finance Department at Banca Intesa,
Infrastructures and Development)
Maurizio
Tamagnini
 Board Member (Head of Merrill Lynch Investment Banking Italy, Bank of America Group)
Fiorenzo Tasso  Board Member (40 years of experience at ENEA, the Italian Agency for new Technologies, Energy and
Sustainable Economic Development [Ente per le Nuove Tecnologie, l'Energia e l'Ambiente] and Member
of various Boards of Directors)
F2i SGR: Board of Directors

8
Investment Committee
Members of the Investment Committee
Vito Gamberale  F2i Chief Executive
Carlo Michelini  F2i Senior Partner and Chief Investment Officer
Mauro Maia  F2i Senior Partner
Corrado Santini  F2i Senior Partner
F2i Manager  Manager of the Investment Team, Head of Project
Cesare Buzzi
Ferraris
 Head of the Principal Investment Activity at Unicredit in Italy; former Head of the Italian team of
Corporate Finance and M&A
Barnaba
Ravanne
 Managing Director, Partner and Member of the Merrill Lynch Global Private Equity Investment
Committe. Joined ML Investment Banking in 1997, adding more than 10 years of experience in PE
Anna Molinotti  Head of the CDP Shareholdings (succceeding to Matteo Del Fante, upon resignation)
Stefano
Lodigiani
 Head of the Credit Department at Banca Intesa Infrastructures and Development
Angelo
Rampinelli Rota
 President of Gas Plus, former President of ASM Brescia, Councillor for the Brescia Municipality and
Councillor for the Province of Brescia

9
Advisory Committee and Conflict Committee of F2i Fund
F2i Fund Advisory Committee
1. Carlo Dolci President, effective member since January 16, 2008 (appointed as member of the Advisory Board
by the Italian National Welfare and Assistance Fund for Lawyers)
2. Raffaele Bartoli Effective member since January 15, 2008 (Head of Development at Generali Investments Lux.)
3. Bonaventura Canino Effective member since January 17, 2008 (Senior Banker at Calyon, head Project Finance)
4. Maria Bianca Farina Effective member since December 12, 2008 (Chief Executive at Poste Vita)
5. Roberto Ferrario Effective member since January 9, 2009 (Director of BPM Corporate Finance Services)
6. Francesco Mannoni Effective member since January 16, 2008 (Board Member of the Banco di Sardegna Foundation);
Also President of F2i Conflict Committee
7. Jacopo Mazzei Effective member since March 19, 2008 (Councillor for SB Florence)
8. Vincenzo Miceli Effective member since January 17, 2008 (President of ENPACL);
Also Member of F2i Conflict Committee
9. Mario Schiavon Effective member since September 19, 2008 (President of ENPAPI);
Also Member of F2i Conflict Committee
10. Bruno Boco Effective member since October 6, 2010 (President of the Enasarco Foundation)
11. Claudio Albertini Effective member since October 6, 2010
Members of the Conflict Committee

10
2. Fund investors

11
Fund investors
Investor categories
CDP
SGR managers
the 2 biggest
Italian banks
Other
foundations
1 international
bank
Life insurances
Welfare and pension
funds
Life insurance
companies
BanksOther banksItalian assets
International
assets
7 of the major
foundations
2 welfare funds
SGR shareholders
(Sponsors)
(Limited Partners)
F2i –
Infrastructure
Italian Fund
(Managers)

12
Note: F2i SGR represents
an «atypical» example of
Private Equity and non-
banking FMCs, as its
management is not a
shareholder of the company
but invests directly in the
Fund.
Fund investors
Investor categories
Quote Amount
SGR members
14 Share A - Sponsors (S) 938 € 938,000,000.00 50.65% of 1,050,000,000.00 € from the budget
Market
10 Share B – Core investors 610 € 610,000,000.00 32.94% Average success rate:
30 Share B – Other investors 296 € 296,000,000.00 15.98%
40 Share B - Limited Partners (LP) 906 € 906,000,000.00 48.92% of 950,000,000.00 € from the Budget
Sponsors and management
1 Sponsors/SGR 103 € 5,150,000.00 0.28%
1 Company of the managers 57 € 2,850,000.00 0.15%
2
Share C - SGR/sponsors
& managers 160 € 8,000,000.00 0.43%
56 F2i Fund capital and reserves 2,004 € 1,852,000,000.00 100%
Average LP + S investment:
Average LP investment:
(Success Rate = 89.33%, following
LB failure and partial takeover
of CIPAG and Inarcassa)
€ 34,148,148.15
€ 22,650,000.00
%
Fund
92.20%
(Success rate = 95.37%)
n.
Category

13
Fund investors
F2i SGR shareholders (sponsors)
 Attend the SGR Board of Directors meetings
 Appoint experts of the Fund Investment Committee among
its members
Powers of the
sponsors
(€ mil) (% Fund)
1 CDP 15.99% € 150.00 8.10%
2 Unicredit 15.99% € 150.00 8.10%
3 Biis 15.99% € 150.00 8.10%
4 Merrill Lynch (BoA) 15.99% € 150.00 8.10%
5 Cariplo Foundation 6.40% € 60.00 3.24%
6 MPS Foundation 6.40% € 60.00 3.24%
7 SB Foundation Turin 6.40% € 60.00 3.24%
8 Surveyors Fund 6.40% € 60.00 3.24%
9 Inarcassa 4.05% € 38.00 2,05%
10 SB Foundation Bologna 1.60% € 15.00 0.81%
11 SB Foundation Padova e Rovigo 1.60% € 15.00 0.81%
12 SB Foundation Cuneo 1.60% € 15.00 0.81%
13 SB Foundation Forlì 1.60% € 15.00 0.81%
Total 100.0% € 938.00 50.6%
F2i SGR shareholders
Share %
SGR
F2i Fund share

14
 The Limited Partners that invested in F2i include some of the major
institutional bodies from the following categories:
 «Limited partners» are non-promoting partners, who are not SGR members.
«Limited» indicates that the powers of such investors are limited compared to
those of the sponsors.
Fund investors
Limited Partners
Of which 2 are also sponsors
Of which 2 are not Italian
Of which 1 is not Italian
Limited Partners Subscribed
amount
% on the Fund N. of
investors
Banks 143 mil € 7.72% 4
Welfare funds 389 mil € 21.00% 13
Foundations 199 mil € 10.75% 19
Insurance companies 175 mil € 9.45% 4
Total 906 mil € 48.92% 40

15
 The Limited Partners are:
Fund investors
Limited Partners
 4 Banks (2 Italian and 2 international)
 13 Italian welfare funds, representing the different professional categories of
workers
 19 Italian bank foundations (of the 84 members of ACRI)
 4 major insurance companies (3 Italian, 1 international)

16
 To further guarantee transparency and sobriety, a fund share of 8 mil € is
committed to co-investment by the SGR managers and sponsors:
 managers are not SGR members, therefore they don’t share the SGR
gains, that are assigned to SGR members (i.e. the sponsors)
 managers take their own share of risk in co-investing in single
investments together with the investors.
Fund investors
Sponsors & managers

17
3. Development of the Fund

18
1. According to the Fund regulations, investments could be only be initiated after the minimum
expected asset was achieved (= 1.5 bil €), which F2i achieved on December 19, 2007 (First Closing).
2. In 2008 F2i could start investments, proceeded with particular caution however to avoid hasty
operations in an environment of: a) great uncertainty; b) progressive worsening of the global crisis;
c) still elevated prices; d) ongoing commitment of the management team in the fundraising.
20142013 2015
Fund IPO
Investment period extension
2010 2011 20122007 2008 2009
Project /
Authorization
Fund Raising Investment period
Management
and disposal
Today
An asset of 1,852 bil € implies an average yearly
investment of 463 mil €
An asset of 1,852 bil € implies an average yearly investment of 309 mil €
Development of the Fund
Initial programme

19
~ 977 mil
First
Closing of
fundraising, st
art of
investments
Development of the Fund
Final timeline
• After 26 months out of 48/72 of the Investment Period (54/36%)
• Committed 977 mil € out of 1,852 mil € raised (53%)
• Delivered 568 mil € out of 1,852 mil € of the capital committed to date (31%)
Gen Feb Mar Apr Mag Giu Lug Ago Set Ott Nov Dic Gen Feb Mar Apr Mag Giu Lug Ago Set Ott Nov Dic
2008 2009
2013 2015
Fund IPO
2010 2011 2012 20142007 2008 2009
Project /
Authorization
20142013 2015
Fund IPO
2010 2011 20122007 2008 2009
Project /
Authorization
Management
and disposal
Today
Management
and disposal
3th
invest.
53.5 mil €
Today
6th
invest.
294.9 mil €
First Closing
€ 1,55 mld
Final Closing
€ 1,852 mld
First
dividendPlanned
Actual
First
dividend
1th
investment
79.4 mil €
2th
invest.
35.2 mil €
5th
invest.
59.7 mil €
4th
invest.
50.1 mil €
7th
invest.
237.5 mil €
Gen Feb Mar Apr Mag Giu Lug Ago Set Ott Nov Dic
2008
2009
2010
8th
invest.
92.9 mil €
9th
invest.
742 mil €
President Gotti
Tedeschi takes
office
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

20
4. Accomplished investments

21
 To date, the Fund has already committed 977 mil € (53% of the raised funds) in
9 industrial activities, creating a structured group in the process:
Accomplished investments
Committed
GAS
RENEWABLES
TRANSPORTATION
WATER
AIRPORTS
404.3 mil € (41.4%)
237.5 mil € (24.3%)
129.5 mil € (13.2%)
113.2 mil € (11.6%)
92.9 mil € (9.5%)
75% 80%
75% 100% 100.0%
49%
100% 40.0%
15.7%
100%
49.8%
100% 22.7%
26%
100% 100% 70.0%
F2i
Reti Italia
ENEL
Rete Gas
ENEL
Stoccaggi
Alerion
CleanPower
F2i
Renewables
EON
Rete Gas
F2i Rete
Idrica Italiana
Mediterranea
delle Acque
F2i
Reti Italia 2
F2i
5 networks
GESACF2i airports
F2i SGRCampania
regional airport
network
HFV
F2i
Logistics
Interporto
Rivalta Scrivia
Infracis

22
 F2i acts as a «public company»: each project develops with the objective to
create an industry within a specific sector and foster cooperation among
subsidiaries:
Accomplished investments
GAS
Objective: to represent the first independent manager of gas distribution
networks and act as an aggregating entity in a currently strengthening sector.
Objective: to contribute to Italy’s energy reliability and to start removing the
Stogit (ENI) monopoly, as urged by the AEEG and the anti-trust body.
RENEWABLES
Objective: to initiate two strong independent operators in both crucial segments
(eolic and fotovoltaic), benefiting from the supporting actions of different
governments regarding renewable energy.
TRANSPORTATION
Objective: to contribute to intermodal growth through one of the few players
actually acting as an industrial entity (not just real estate).
Objective: to access the closed sector of highways as reference stakeholders for
companies with extremey fragmented public shareholders.
WATER
Objective: to create a «national champion» in a crucial sector for Italy, which
requires great investments to modernise the existing plants.
AIRPORTS
Objective: to create an aggregation focus in a strongly fragmented, mainly
publicly managed sector.
ENEL Rete Gas
E.On Rete
ENEL
Stoccaggi
Alerion
HFV
Interporto
Rivalta Scrivia
Infracis
Mediterranea
delle Acque
GESAC
Naples

23
5. F2i as a co-shareholder of public entities – Advantages

24
 participate in the aquisition of brownfield assets also sold by public bodies, to support
its own development. As an important innovation, selling institutional parties are often
granted an earn-out, a protection against future valorisations above specific limits
 involve both national and local financial systems in management companies, as real
international public companies
 ensure an industrial management, aiming for effectiveness and management
development of the companies. To be able to actively take action on management, F2i
aims to obtain majority stakes in the subsidiaries
 foster aggregation processes in sectors characterised by great fragmentation and high
national and European development potential
 ensure management enhancement of the subsidiaries by involving the management in
corporate development and personal improvement projects.
F2i as a co-shareholder of public entities – Advantages
 The institutional characteristic of F2i guarantees a stable long-lasting
partnership with no financial speculations, thus making the fund the ideal
partner for public bodies. Indeed, F2i can:

25
6. F2i: an operational example

26
F2i operational example
Gas: F2i Reti Italia
Storage
National
transportation
Wholesale
Distribution
Retail
Import
(Gas pipeline
/ GNL)
Production
Focus
F2i Reti Italia
• Enel Rete Gas
• E.On Rete
F2i Reti Italia: plain distributor and
only independent group within the distribution.

27
Source: adapted by F2i Reti Italia from the latest available AEEG data
Gas: positioning
Volumes
(ML m3)
Hera A2A G6 Rete GasIren
Network
(Km)
Eni
Customers
(/1,000)
Enel Rete Gas
+ E.On Rete
6.5%29% 14.0% 6.5% 6.1% 4.6%
9751,2331,1901,097
2,734
7,100
33% 12.6% 5.0% 5.5% 5.6% 4.5%
14,745
7,6228,729
13,252
40,431
60,000
9,700
3.572
2,184 2,179 2,048
1,533
1,106
4,678
2,132
602
Hera A2AIrenEni
Hera A2AIrenEni
31,300
9,131
G6 Rete Gas
G6 Rete Gas
5.4% 3.6% 3.1% 6.0%16.5%24%
Enel Rete Gas
+ E.On Rete
Enel Rete Gas
+ E.On Rete

28
Gas: economic results
EBITDA(1)
Proceeds(1)
2010 B2011
453
470
241 252
EBITDA
margin
53% 54%
+4%
+5%
F2i Reti Italia Group
(1) Pro-forma data

29
Gas: investments
Growth
Others
70
96
24
27
6
36
8
9
2010 B2011
108
Quality and
safety
F2i Reti Italia Group (mil €)
168
Benchmark (€/customer)
~63
~47
F2i
Reti Italia Group
Other operators
• Physiological
growth: 51
• Tenders: 28
• Grant
requirements: 17
• Regulations and
quality: 15
• Network
modernisation: 12
Investments agreed
with previous manager
• Remote meter
reading: 36
Transparency
• Others: 9

30
Gas: network inspection and emergency services
Inspected network (%)
78%
77%
63%
57%
54%
41%
36%
29%
Enel gas network
Hera
A2A
Iren
G6 Rete Gas
Eni (Italgas)
E.On Rete
Toscana Energia
Average in
Italy: 55%
Average real time for emergency
support (minutes)
Source: AEEG
60'
~35'
AEEG
requirement
Enel Rete Gas
Year: 2010

31
Gas: technical quality
2,690
1,534
696
273
114
812
F2i Reti Italia
Group
Eni (Italgas)
Gas Natural
G6 Rete Gas
Hera
Others
44%
25%
11%
4%
2%
14%
% incentives
compared to total
Incentives distributed by AEEG for safety recoveries(1) (thousands €)
13%
33%
2%
5%
5%
48%
% clients
compared to total
(1) Includes incentives distributed during 2010 per number of odorization measurements and dispersion in the network

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