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Annual Financial
Report
2024
Joint-Stock Company
Registered Office in Milan – Piazzale Cadorna, 14
Share Capital EUR 230,000,000.00 fully paid up
FNM S.p.A. Consolidated financial statements
and Separate financial statements
as at 31 December 2024

| FNM Group

Joint-Stock Company
Annual Financial
Report
2024
Registered Office in Milan – Piazzale Cadorna, 14
Share Capital EUR 230,000,000.00 fully paid up
Joint-Stock Company
Registered Office in Milan – Piazzale Cadorna, 14
Share Capital EUR 230,000,000.00 fully paid up
FNM S.p.A. Consolidated financial statements
and Separate financial statements
as at 31 December 2024
CORPORATE BODIES

Board of Directors
Chair | Andrea Gibelli
Deputy Chair | Gianantonio Battista Arnoldi
Directors | Fulvio Caradonna
| Ivo Roberto Cassetta
| Paola Panzeri
| Francesca Pili
| Maria Teresa Tomaselli
Board of Statutory Auditors
Chair | Marco Gurioli
Statutory Auditors | Massimo Codari
| Paola Luretti
General Manager | Marco Piuri
Executive in charge of financial reporting | Eugenio Giavatto
Independent Auditor | PricewaterhouseCoopers S.p.A.

CONTENTS

Corporate bodies |  |
1. Letter to the Shareholders | page | 1
2. Vision | page | 3
3. Mission | page | 3
4. Strategic Plan | page | 3
5. Summary performance indicators | page | 5
6. Group structure and business segments as at 31 December 202 4 | page | 7
7. Information for investors | page | 20
8. Consolidated operating and financial performance | page | 25
9. Operating performance of business sectors | page | 40
10. FNM S.P.A. Operating and financial performance | page | 51
11. Regulatory Framework | page | 53
12. Main risks and uncertainties | page | 55
13. Most relevant litigation and other information | page | 66
14. Real estate activity | page | 69
15. Employees: numbers, costs and training | page | 76
16. Research and development activities | page | 77
17. Sustainability Reporting - General Disclosures | page | 79
18. Sustainability Reporting - Environmental Information | page | 108
19. Sustainability Reporting - Social Information | page | 150
20. Sustainability Reporting - Governance Information | page | 178
21. FNM S.p.A. Corporate Governance | page | 185
22. FNM S.p.A. transactions with related parties | page | 186
23. Financial instruments | page | 186
24. Equity investments held by Directors, Auditors and General Managers | page | 187
25. Significant events during the year | page | 187
26. Significant events after the closing of the year | page | 188
27. Management outlook | page | 188
Glossary of terms and alternative performance indicators used | page | 190
Certification of Sustainability Reporting |  |
Consolidated balance sheet | page | 196
Consolidated Income Statement | page | 198
Consolidated Statement of Comprehensive Income | page | 199
Statement of Changes in Consolidated Shareholders' Equity | page | 200
Consolidated Statement of Cash Flows | page | 201
Notes to the consolidated financial statements for the year ended 31/12/202 4 | page | 203
Certification of the consolidated financial statements pursuant to art. 154-bis of Legislative Decree 58/98 |  |
Statement of Financial Position | page | 315
Income Statement for the year | page | 317
Statement of comprehensive income | page | 318
Statement of changes in shareholders' equity | page | 318
Statement of Cash Flows | page | 319
Notes to the separate financial statements for the year ended 31/12/202 4 | page | 321
Certification of the separate financial statements pursuant to Art. 154-bis of Legislative Decree 58/98 |  |

Financial Report as at 31 December 2024 | page 1

| FNM Group

REPORT ON OPERATIONS
for the year 2024
1 LETTER TO SHAREHOLDERS AND STAKEHOLDERS
Dear Shareholders, Dear Stakeholders,
it is with great satisfaction that I present the first Financial Report integrated with the FNM Group's
Sustainability Report , a milestone in the evolution and transparency of our corporate communication.
This document integrates financial and non-financial aspects, providing a comprehensive view of our
strategy, business model, performance achieved, future prospects and risks to be addressed. It is an
essential tool to clearly outline the Group's path towards the creation of value over time, in economic,
social and environmental terms, and fosters a broader and more nuanced understanding of our
activities.
The 2024 Financial Report represents a starting point that we are committed to progressively improving
and enriching in the coming years, in line with the evolution of the Group, the regulations and market
expectations.
HIGHLIGHTS OF 2024
2024 was a year of significant milestones and strategic changes. The main events include:
The acquisition of Viridis Energia S.p.A.
The acquisition of 80% of Viridis Energia S.p.A. marked the FNM Group's entry into the renewable
energy sector. Viridis is a leading integrated producer of energy from renewable sources, photovoltaics
and biogas in Italy.
The transaction was a key step in expanding and diversifying the Group's business portfolio,
strengthening our infrastructure strategy alongside sustainable mobility and positioning us as a major
player in highly profitable sectors with low operating risks. In the context of the Strategic Plan
2024-2029, the planned investments aim to increase Viridis' installed production capacity from 38 MW
at the beginning of 2024 to around 350 MW in 2029. This goal testifies to our commitment to
sustainable energy generation, making a concrete contribution to the national energy transition and
reducing CO2 emissions.
MISE Concession and Economic and Financial Plan 2020-2024
At the same time, Addendum No. 2 concerning the Milano Serravalle - Milano Tangenziali (MISE)
Motorway Concession was finalised, which includes the Economic and Financial Plan for the regulatory
period 2020-2024, concluding a long updating process. This key step reintroduces into the Concession
the right of MISE to receive payment of a terminal value equal to the value of non-depreciated
investments and provides greater visibility of future investments. These elements form the basis for
the approval of Addendum No. 3, which is crucial for the implementation of the Strategic Plan
2024-2029 and for ensuring the most appropriate financial structure.
2024-2029 Strategic Plan
In November 2024, the Strategic Plan 2024-2029 was presented, which maps out our path for the next
five years. Against the backdrop of concentrated growth in large metropolitan areas and with
Lombardy confirmed as the national economic driving force, our Group plays a key role in supporting
the country's ecological transition and the development of sustainable mobility, in line with national
and European targets for the reduction of greenhouse gas emissions and infrastructure development.
The FNM Group presents itself as a promoter of growth and competitiveness in the metropolitan and
regional areas in which it operates, creating development opportunities for businesses and value for
communities through investments in innovative, safe and sustainable infrastructure and services. With

Financial Report as at 31 December 2024 | page 2

| FNM Group

our vision, we aim to foster the development of cities and communities, improving the quality of life of
people and businesses by promoting accessible and inclusive connections geared towards creating
value. Our mission is to develop and manage infrastructure and services for a world in motion and for
the energy transition, with innovation, safety, and economic, social, and environmental sustainability.
The strategy is based on two fundamental pillars: sustainable mobility and renewable energy. In line
with these guidelines, the 2024-2029 Strategic Plan defines the future evolution of the Group,
strengthening its financial structure and consolidating its role as a reference for the development of the
local area with total investments of EUR 1.3 billion, 78% of which will be allocated to mobility and 22%
to renewable energy. The goal is to generate revenues in excess of EUR 850 million and Adjusted
EBITDA of EUR 320 million by 2029.
Investments are aimed at ensuring sustainable growth, maintaining a solid financial structure and
offering a competitive return to shareholders, with a dividend per share estimated between a minimum
of 2.3 and a maximum of 3.2 euro cents.
On the environmental front, the Group is also committed to reducing total CO2 emissions generated by
its public road transport services and corporate consumption by 35% by 2029, and to generating
around 650 GWh of energy from renewable sources.
LOOKING TOWARDS THE FUTURE: THE CHALLENGES OF 2025
The year 2025 will be a crucial year to consolidate achievements and face new challenges to ensure the
financial and operational sustainability of the Strategic Plan.
A priority will be the finalisation of Addendum No. 3 of the MISE concession, which will ensure a stable
regulatory framework and the precise quantification of the takeover value, which are fundamental for
the implementation of the 2024-2029 Strategic Plan and to ensure visible and concrete future cash
flows.
At the same time, it will be essential to secure the refinancing of the EUR 650 million bond , maturing in
October 2026, and to ensure financial support for future investments. Our goal is to lengthen the
average maturity of debt, further strengthen the Group's financial structure and consolidate the
investment grade rating by increasing the confidence of our stakeholders.
By confirming the soundness of the Strategic Plan and our confidence in the growth path outlined, we
have already obtained the formal support of three leading banks for the definition of the new long-
term financial strategy. The willingness of the banking system is an important sign of confidence in our
future prospects and will allow us to tackle the challenges of the next five years with peace of mind.
CONCLUSIONS
Looking ahead, I am confident that through our strategy, our investments and the commitment of our
people, we will continue to create sustainable value for all stakeholders, contributing to the progress of
the communities in which we operate and supporting our country's ecological transition.
The confirmation of a solid financial structure and a clear strategic vision will enable the Group to meet
future challenges and consolidate its role as a leading player in sustainable mobility and the country's
energy transition.
I thank you for the trust you continue to place in us and I invite you to enthusiastically share in the
growth path we have embarked upon.
With best regards,
Andrea Angelo Gibelli
The Chair of the Board of Directors

Financial Report as at 31 December 2024 | page 3

| FNM Group

2 VISION
To be a driving force for the development of metropolitan and regional areas, improving the quality of
life of people, cities and businesses, in an accessible and inclusive way, creating connections that
generate value.
3 MISSION
To develop and manage infrastructure and services for a world in motion and for the energy transition,
guided by innovation, safety, and economic, social, and environmental sustainability.
4 FNM GROUP’S DEVELOPMENT STRATEGY AND
EVOLUTION
In recent years, the Group has experienced significant growth, continuing to invest in sustainable
mobility, infrastructure development, fleets, and energy in line with the 2021-2025 Strategic Plan, while
demonstrating resilience despite the turbulence that characterised the period. Compared to 2021,
motorway traffic has surpassed pre-pandemic levels, resulting in a more stable operating environment.
In addition, the signing of the Trenord and ATV Service Contracts in the previous two financial years
was recorded, significant progress was made on MISE's recognition of a terminal value for the
concession. The Strategic Plan 2024-2029 continues in line with the outlined path and lays the
foundations for the future evolution of the Group towards more profitable businesses and the
strengthening of the financial structure, with the ambition of simultaneously achieving a 35% reduction
in the total CO2 emissions generated by the offer of public road transport services and corporate
consumption by 2029.
Over the next five years, the FNM Group aims to establish itself as a benchmark for promoting
territorial development and competitiveness, strengthening its strategy around two fundamental
pillars: Sustainable mobility and renewable energy.
Sustainable mobility
In the field of Sustainable Mobility, which includes Motorways, Railway Infrastructure, Ro.S.Co. and
Mobility and Services, the main objective of the FNM Group is to consolidate its position as a hub for
integrated and multimodal mobility, with a special focus on Lombardy.
The Group intends to consolidate its presence in motorway concessions and strengthen its offer of
public transport services by rail and road, favouring the integration of innovative digital systems
developed through partnerships based on the Mobility as a Community approach. The Plan also provides
for the overhaul of the fleets and the strengthening of the infrastructure, also as the implementing
entity of the investments financed by Regione Lombardia.
The Group is committed to making the transport system more accessible, safe, technologically
advanced, and sustainable, with the goal of improving the quality of public and private mobility while
contributing to decarbonisation and the evolution of mobility models in Italy.
The gross investments planned for the period 2024-2029 amount to about EUR 1 billion and are
dedicated to upgrading and improving the safety of motorway infrastructures (EUR 550 million), the
development of railway infrastructures (EUR 65 million, mainly in the area of intermodal transport and
freight logistics), as well as fleet renewal (EUR 115 million for road mobility and EUR 280 million for
Ro.S.Co., partly earmarked for increasing the fleet with the purchase of 13 new electric trains).

Financial Report as at 31 December 2024 | page 4

| FNM Group

In addition to its own investment plan, the FNM Group confirms its implementation of the Lombardy
Region's development plan to strengthen the railway infrastructure and revamp the fleets dedicated to
regional rail transport.
EBITDA is estimated to grow in the main segments: Motorways from EUR 153.6 million to EUR 190
million (CAGR +4%), Railway Infrastructure from EUR 6.3 million to EUR 13 million (CAGR +13%), Ro.S.Co.
up slightly to EUR 46 million (CAGR +1%) and Mobility and Services from EUR 6.6 million to EUR 18
million (CAGR +19%). The Plan incorporates the technical extension of the MISE concession beyond
2028 under the current terms of the Agreement and quantifies the takeover value at the end of the
motorway concession corresponding to the investment plan envisaged for the period. Measures are
also in place to manage concessions and service contracts for public road transport under a technical
extension until the end of the Plan.
Renewable Energy Segment
The FNM Group aims to actively contribute to Italy's energy transition by becoming a key player in
photovoltaic and wind energy production, as well as in developing hydrogen solutions to support
transport networks.
The Plan envisages a significant expansion of installed photovoltaic and wind power capacity, from 38
MW at the end of 2023 to 350 MW by 2029, which will entail investments of around EUR 290 million. A
further contribution to the energy transition and decarbonisation of mobility will come from the
production of around 830 tonnes of hydrogen per year by 2029, replacing an annual consumption of
1.5 million litres of diesel in Trenord's rail services.
The target EBITDA to 2029 is about EUR 53 million in line with the development of generation capacity,
seeking to maximise plant productivity by using the best available technologies. With regard to
dispatching, the Group plans to participate in GSE auctions for incentivised models (FER1 and FERX) in
order to stabilise revenues. The segment's EBITDA also includes contributions from the start of
hydrogen production and sales activities, mainly aimed at rail transport, from 2026.
Financial sustainability and shareholder remuneration
The total planned gross investments of EUR 1.3 billion are mainly geared towards low-volatility
activities, such as motorways, public transport and photovoltaic and wind power generation, to ensure
high predictability, balanced redistribution of risk as well as economic, social and environmental
sustainability.
The distribution of investments towards higher-margin segments, such as motorways and energy, will
drive revenue growth from EUR 618 million in 2023 to approximately EUR 850 million in 2029 (CAGR
+5%). Additionally, EBITDA is expected to increase to about EUR 320 million in 2029 from EUR 211
million in 2023 (CAGR +7%).
The net profit for the period is expected to average between EUR 60-65 million, mainly due to
increasing depreciation and amortisation and higher debt cost following the refinancing of the bond
maturing in October 2026. From a financial point of view, the 2024-2029 Strategic Plan aims to maintain
a solid structure supported by resilient cash flows, capable of containing the debt exposure even
without considering the positive effect of the valuation of the takeover value of the MISE concession.
The Adjusted NFP is expected to increase from EUR 642.8 million at 31 December 2023 to about EUR 1
billion at the end of 2029, with an average Adjusted NFP/EBITDA ratio in the range of 3.0-3.5x.
To support this growth path and refinance the EUR 650 million bond maturing in 2026, FNM has already
obtained the formal support of three leading banks, confirming their confidence in the strategic vision
and underlying economic assumptions.
At the same time, FNM is committed to guaranteeing an attractive remuneration for shareholders,
providing a minimum dividend per share of 2.3 euro cents, with the possibility of a gradual increase up
to a maximum of 3.2 euro cents, aligning value creation to the implementation of the Strategic Plan.

Financial Report as at 31 December 2024 | page 5

| FNM Group

5 SIGNIFICANT INDICATORS FOR THE YEAR
5.1 FNM GROUP

Amounts in EUR millions | 2024 | 2023 | Change | Change %
Revenues | 651.0 | 618.1 | 32.9 | 5.3%
Adjusted EBITDA | 220.5 | 211.4 | 9.1 | 4.3%
EBITDA | 210.6 | 210.6 | — | —%
EBIT | 74.3 | 104.7 | (30.4) | -29.0%
Profit/(loss) before tax | 60.0 | 99.1 | (39.1) | -39.5%
Adjusted net profit | 36.6 | 75.6 | (39.0) | -51.6%
Operating result | 59.6 | 82.0 | (22.4) | -27.3%
Shareholders' equity (A) | 410.5 | 376.2 | 34.3 | 9.1%
Net Financial Position (Cash) (B) | 615.1 | 549.8 | 65.3 | 11.9%
Adjusted net financial position (Debt / (-Cash)) | 668.5 | 642.8 | 25.7 | 4.0%
Net invested capital (A+B) | 1,025.6 | 926.0 | 99.6 | 10.8%
Market capitalisation at 31.12 | 189.2 | 196.6 | -7.4 | -3.8%
Investments | 759.4 | 554.7 | 204.7 | 36.9%

Market capitalisation as at 31.12.2024: 189.2 million
as at 31.12.2023: 196.6 EUR millions
Credit Ratings

Moody's |
Long term | Baa3
Outlook | negative
Date of last revision | 5/4/2024
Fitch |
Long term | BBB
Outlook | stable
Date of last revision | 23/5/2024

Financial Report as at 31 December 2024 | page 6

| FNM Group

5.2 FNM S.p.A.

Amounts in EUR thousands | 2024 | 2023 | Change | Change %
Revenues | 79.3 | 85.8 | (6.5) | -7.6%
EBITDA | 33.0 | 45.3 | (12.3) | -27.2%
EBIT | 1.4 | 13.2 | (11.8) | -89.4%
Net profit | (0.4) | 14.2 | (14.6) | -102.8%
Shareholders' equity (A) | 407.0 | 417.3 | (10.3) | -2.5%
(Net financial position)/Net financial debt (B) | 819.0 | 706.2 | 112.8 | 16.0%
Net invested capital (A+B) | 1,225.9 | 1,123.5 | 102.4 | 9.1%
Investments | 25.0 | 18.0 | 7.0 | 38.9%

Financial Report as at 31 December 2024 | page 7

| FNM Group

6 GROUP STRUCTURE AND BUSINESS SEGMENTS AS
AT 31 DECEMBER 2024
The FNM Group is an operator active in sustainable mobility services, in the management and
development of motorway and railway infrastructure as well as in the renewable energy and logistics
sectors. The common objective across all its activities is to contribute to the growth and
competitiveness of the metropolitan and regional areas where it operates, improving the quality of life
for individuals, cities, and businesses, creating connections that generate value. Economic, social and
environmental sustainability, safety and innovation are the principles underpinning its activities. FNM
S.p.A. is a Joint-Stock Company that has been listed on the Italian Stock Exchange since 1926. The
majority shareholder is Regione Lombardia, which holds a 57.57% stake.
The FNM Group operates in five sectors, grouped into four segments:

Financial Report as at 31 December 2024 | page 8

| FNM Group

The FNM Group is present in each sector through controlling interests and/or equity investments in
companies subject to joint control or associates, highlighted in the table below.
(a) Companies subject to joint control and/or associates consolidated with the equity method. It should be noted that, as a result
of the valuation using the equity method, the contribution of the associated companies and jointly controlled companies has no
impact on the individual items of the consolidated statement of financial position and the consolidated income statement, with
the exception of the items "Investments" and "Net profit/loss of companies measured with the equity method", respectively.
(b) Companies offering innovative mobility services but considered in the Ro.S.Co. segment as they are part of the corporate
venture capital activities carried out by FNM as the Group's Holding Company .
For a detailed list of all subsidiaries and investee companies, please refer to Annex 1 to the
Consolidated Financial Statements.

Financial Report as at 31 December 2024 | page 9

| FNM Group

GEOGRAPHICAL PRESENCE OF THE FNM GROUP'S ACTIVITIES

Financial Report as at 31 December 2024 | page 10

| FNM Group

6.1 MOBILITY INFRASTRUCTURE
The Group's main area of activity is the management of key infrastructures for the transport of people
and goods, with a strategic focus on Lombardy. In this context, the segment "Mobility Infrastructure"
includes both motorway and railway infrastructures and was identified in the 2024-2029 Strategic Plan
with the aim of grouping together functionally similar activities, ensuring an integrated and synergic
representation of them.
These businesses operate predominantly in regulated or contracted environments, and share common
characteristics in the financial nature of operations, based on significant upfront investments that
generate recurring and predictable cash flows over time. However, profitability and underlying
regulations may vary depending on the specifics of the industry, reflecting different operational
dynamics and contractual or regulatory requirements.
Below is a more detailed examination of the individual operating sectors:
6.1.1 MOTORWAYS
Through its subsidiary Milano Serravalle - Milano Tangenziali S.p.A. ('MISE'), the Group manages the
development, maintenance and operation of toll motorway infrastructure for a stretch of
approximately 185 km with 19 service areas, as follows:

| Section | Km
A7 | Milano Serravalle Motorway from Milano Piazza Maggi to Serravalle Scrivia | 86.3
A53 | Bereguardo - Pavia link road | 9.1
A54 | Pavia bypass | 8.4
A50 | Milan West bypass motorway with Fiera Rho-Pero link | 33.0
A51 | Milan East bypass motorway | 29.4
A52 | Milan North bypass motorway | 18.7
| TOTAL | 184.9

MISE operates under a concession expiring on 31 October 2028, governed by the Single Concession
Agreement entered into with ANAS (now the Ministry of Infrastructure and Transport - MIT) and
subsequent Concession Addenda. On 5 November 2024, Addendum no. 2 to the Single Concession
Agreement was signed, covering the regulatory period 2020-2024. With this signature, it is expected
that it will soon come into effect, concluding the lengthy updating process started in 2018. The
Agreement includes the Economic and Financial Plan ("2020-2024 EFP"), which sets out the operational
and financial details. The approval process of Addendum No. 3 (see 'Renewal and Approval of the
2025-2028 EFP') was also started.
Users have to pay a toll fee for the use of the motorway, the quantification of which is the result of the
combined effect of mileage and tariffs. The determination of the unit tariff stems from the
development of a Regulatory Financial Plan ("RFP") according to the model defined by the Transport
Regulatory Authority (see "Tariff System and Regulatory Asset Base"). The updating of tariffs does not
occur automatically nor is it decided at MISE discretion, but requires the issuance of a special
ministerial decree by December of each year. If the approved tariffs are lower than those required to
maintain economic-financial equilibrium according to the regulatory model, the lower revenues
generate a notional credit that - appropriately capitalised - must be recovered by the expiry of the
concession or through a higher takeover value at the end of the concession.
Services are offered along the network including fuel distribution, electric vehicle recharging and
commercial and catering activities at the service areas. The management of the areas is entrusted to
sub-concessionaires selected through tender procedures, which provide for the return to MISE of
royalties on sales and the payment of a maintenance fee intended to cover the costs incurred by MISE
for activities relating to the common parts.
Upon the natural expiry of the concession, it will have to be awarded through a public tender, as
stipulated by current legislation. To this end, all motorway works completed by the date ("revertible
assets") shall be transferred free of charge in good condition to the Grantor. It is understood that, upon
expiry of the concession, MISE has the right to receive payment of the residual book value of the works

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("takeover value") and the balance of notional items, if any, both to be determined with the approval of
a Regulatory Financial Plan. If the immediate takeover of a new concessionaire is not possible, MISE will
be obliged to continue the ordinary management of the infrastructure under the current conventional
conditions, with maintenance obligations for traffic safety. In this case, the terminal value will have to
take into account any financial benefits obtained between the expiry of the concession and the actual
takeover of the new concessionaire.
The activities carried out by Milano Serravalle Engineering ("MISE Engineering"), an engineering
company that mainly deals with design, works management and safety coordination, also fall within the
scope of motorway management.
Tariff System and Regulatory Asset Base
Resolutions No. 69/2019 and No. 15/2024 of the Transport Regulatory Authority (ART) define the
current regulatory system for calculating the tariff applied to users. In particular, the tariff formula has
three specific components: (i) that for 'operation', which mainly aims to remunerate the operating costs
and ordinary maintenance of the infrastructure, using the price-cap method; (ii) that for 'construction',
which aims to remunerate the net investments included in the RFP; (iii) that for 'concession charges',
which allows for the recovery of other specific charges, including the compensation of the negative
economic effects resulting from Covid-19.
For existing concessions, after the entry into force of the Genoa Decree, the Transport Regulatory
Authority (ART) established different rates of return on invested capital (safeguard mechanism). This
mechanism distinguishes between investments already made or being made before 2020 (RAB 'ante'),
which are remunerated at the nominal IRR of the previous tariff system, and future investments not yet
contractually entrusted (RAB 'post'), which are remunerated at the regulatory WACC. In order to ensure
economic-financial neutrality, the balance of any notional items must be capitalised at a weighted
average rate between IRR and WACC, as indicated in ART Resolution No. 29/2020.
Renewal and approval of the EFP (Economic and Financial Plan) 2025-2028
The 2020-2024 EFP formally expired on 31 December 2024. In this regard, discussions have already
begun with the MIT for the updating of the EFP for the last regulatory period ('EFP 2025-2028'): an initial
proposal was sent to the Ministry on 31 July 2024, followed by an update on the basis of the publication
of some key parameters, sent on 13 December. In particular, the Regulatory Financial Plan (RFP) sent to
MIT includes:
– the recognition in the tariff of the positive balance of the notional items accrued to date;
– the updating of operating costs on the basis of the final results as at 31 December 2023;
– some revisions to the investment plan, bringing gross capex to EUR 530 million for the period
2024-2028 (EUR 430 million net of grants);
– the inclusion of the new planned inflation rate as per the DEF/NADEF 2024 projections;
– the WACC for the remuneration of new investments as per ART Resolution No. 124/2024.
The calculation of the tariff change - based on the assumption of no amortisation of investments since
2025 - follows the geometric progression established by ART Resolution No. 15/2024. This operation
results in the introduction of a takeover value as of 31 October 2028 of approximately EUR 430 million,
identified as the only way to lower the tariff and make it sustainable for the users, respecting the
investment plan and recovering the economic effects of Covid-19.
MISE's regulatory asset base (RAB) as of 31 December 2023 - also including notional items accrued to
the date - stands at EUR 480 million. The latter is split between (i) RAB ante and notional items from the
previous tariff regime for 66%, remunerated at the nominal IRR of 22.44%; (ii) RAB post for 7%,
remunerated at a WACC of 7.67%; (iii) notional items allowed in the construction tariff for 27%,
remunerated at the weighted average rate of 15.39%. The recovery of economic effects from Covid-19
is quantified at EUR 107 million and included in the calculation of the tariff component for
supplementary charges.
Activities outside the concession scope
MISE holds a number of assets outside the concession perimeter, including minority interests in a
number of motorway concessionaires in Lombardy. In particular, MISE owns 25.85% of the capital of
Autostrada Pedemontana Lombarda S.p.A. ("APL") and 22.55% of Tangenziali Esterne di Milano S.p.A.
("TEM"). It should be noted that the shareholding in APL was reduced from 36.66% in 2023 following a

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capital increase, which was fully subscribed by Regione Lombardia. MISE also provides support services
to its subsidiaries, including collection management for TEEM and technical and administrative service
activities for APL.
MISE also has a shareholder loan receivable from APL for a total nominal value of EUR 150 million, the
last tranche of which was disbursed in 2014. The repayment of this loan, including accrued interest, is
subordinated to the bank debt.
6.1.2 RAILWAY INFRASTRUCTURE
The FNM Group operates in the railway infrastructure sector, a domain that includes two main
activities: the management of the regional railway network under concession, which is the Group's
historical and traditional business, and the integrated management of terminal services, a business
launched in 2018 and currently under development and consolidation.
Management of the Regional Railway Network
FERROVIENORD S.p.A. ('FERROVIENORD') is entrusted with the management and maintenance of a
regional railway network in Lombardy consisting of 330 km of line, 553 km of tracks and 125 stations,
divided into two main branches: the Milan branch (222 km) in the provinces of Milan, Varese, Como,
Novara and Monza Brianza; and the Iseo-Brescia branch (108 km). The network operates 900 trains
daily, carrying approximately 200,000 passengers.
This activity is carried out on the basis of a concession valid until 31 October 2060 and two
implementing contracts stipulated with Regione Lombardia: the Programme Agreement for
investments (the "Programme Agreement") and the Service Contract for management (the "Service
Contract"), both in force until 2027.
The railway infrastructure is a complex system that must function properly in all its parts to ensure the
transit of trains and includes the railway infrastructure, signalling and traction equipment, stations, civil
structures and the technological infrastructure. As concession holder and manager of the railway
infrastructure, FERROVIENORD mainly performs the following tasks:
– safe management of train circulation, capacity allocation and use of the power supply system for
traction current;
– management of stations and interchange centres;
– ordinary and extraordinary maintenance to ensure the full usability of the network;
– upgrading and modernising the network;
– purchase, management and maintenance of rolling stock owned by Regione Lombardia, which is
made available to Trenord on free loan.
The activity performed by NORD_ING S.r.l., an engineering company that plans the realisation of all
infrastructural upgrades and modernisation of the railway network under management, also providing
support during the executive phase, falls as well within the scope of railway network management.
The Service Contract regulates activities related to the availability of the infrastructure and its routine
maintenance, along with the management of regionally owned rolling stock. For these services, there is
a fee for "catalogue" compensation. The fee is determined taking into account the payment by the
railway undertakings of the network access fee for the Milan Branch, in accordance with ART. The
consideration of the Service Contract also includes the regional fleet management service.
Starting in 2024, the financing system for the planned maintenance of the rolling stock made available
on loan for use to Trenord has been revised: the costs are now borne directly by Regione Lombardia,
which annually transfers to FERROVIENORD the amount defined according to the multi-year
maintenance costs planning. FERROVIENORD, in turn, makes payments to Trenord upon verification of
the supporting documentation for the expenses incurred. This model replaces the previous provisions-
based system and entails the progressive discontinuation of the current 'per fleet' fund, with no
offsetting between different categories of rolling stock. Any costs not covered by the fund are financed
through additional resources allocated by Regione Lombardia.
The Programme Agreement defines the framework of investments needed for the renewal, extension
and modernisation of the railway network, including both infrastructure developments and
extraordinary maintenance. The financial coverage of these activities is entirely supported by public
resources. FERROVIENORD obtains reimbursement of the costs incurred and lump-sum payment of
1 The amount was initially EUR 1.607 billion and was subsequently amended to take into account (i) the cancellation of the Cassa
Depositi e Prestiti loan and tender discounts; (ii) the redetermination of supply costs and the agreement for the economic
rebalancing of the 4th application contract for a total of 50 Caravaggio trains (Regional Council Resolution no. XII/1846 of 5
February 2024).

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“technical costs" and “general costs" calculated as a percentage of the value of the works and the amount
of the works. From the end of 2023, the reimbursement mechanism is based on project milestones
whereby advance payments are made upon achievement of specific milestones and a final balance of
5% upon project completion.
These activities are part of a multi-year investment plan, subject to frequent updates to adapt to
operational needs, available financial resources and technological innovations. Lastly, on 14 October
2024, Regione Lombardia approved the eighth update to the Programme Agreement. The update, in
the context of a general increase in material and construction costs, redefined a distribution of
resources between the planned initiatives from non-priority to non-deferrable actions, incorporating
EUR 90.0 million in new resources to ensure the implementation of priority projects and safety works.
Furthermore, in the new 2025-2027 budget, Regione Lombardia has included the provision of an
additional EUR 41.0 million, to be allocated in the next update of the Programme Agreement.
Rolling stock renewal programme for the regional railway service
FERROVIENORD provides for the purchase, management, maintenance and custody of the railway
rolling stock on behalf of Regione Lombardia on the basis of Article 7 (Fleet Acquisition and
Management) of the Concession and Part IV (Purchase and Management of the Fleet) of the Service
Contract. In particular, for the performance of the contracting authority service, FERROVIENORD
receives the payment of a commission set at 1% of the amount of the train supply contracts as
remuneration for the overhead costs of contract management. All trains are acquired by
FERROVIENORD thanks to funding from public resources, as summarised below, and assigned on free
loan to Trenord.
With the Regional Council Resolution X/6932 of 24 July 2017 laying down the "Rolling stock purchase
programme for the regional railway service for the years 2017-2032 and integration of the supply of the
rolling stock purchase programme in the regional government decree no. X/4177 of 16 October
2015" (hereinafter also “Original purchase programme”), Regione Lombardia decided to approve the
rolling stock supply programme for the regional rail service for the years 2017-2032 as follows: (i) 100
high-capacity 'Caravaggio' electric railcars, of which 60 are long configuration (5-body) and 40 are short
configuration (4-body); (ii) 31 medium-capacity 'Donizetti' electric railcars; 30 'Colleoni' diesel railcars;
for a total of 161 trains.
By means of Regional Council Resolution no. XI/1619 of 15 May 2019 Regione Lombardia also resolved
to approve, as an addition to the original Purchase Programme, the Supplementary Purchase
Programme consisting of: (i) 10 medium-capacity trainsets of the "Pop" type; (ii) 5 high-capacity
trainsets of the "Rock" type; with costs borne by the savings derived from the awarding of the first two
tenders for high-capacity trains and diesel trains. The Original Purchase Programme and the
Supplementary Purchase Programme (together referred to as the 'Rolling Stock Programme
2017-2032') therefore provide for the supply of 176 trains, corresponding to an expenditure of EUR
1.425 billion 1. For these orders, the financing method envisaged is at cost incurred. As of 31 December
2024, eight Caravaggio trainsets remain to be delivered for this programme, with deliveries scheduled
to be completed by March 2025.
Subsequently, under Regional Council Resolution no. XI/3531 of 5 August 2020 “Programme of activities
for economic recovery" ("Marshall Plan” or “Lombardy Plan”), in Annex 3, Regione Lombardia provided
funding of EUR 351 million for the "Acquisition of trains to upgrade services on the Milan/Sondrio/
Tirano and Milan/Airports routes", with the aim of putting the trains into service in time for the Milan-
Cortina 2026 Winter Olympics, assigning a purchase mandate to FERROVIENORD under subsequent
Regional Council Resolution no. XI/4421 of 17/03/2021, with resources for the economic recovery, for
46 of the following types of trains: (i) 10 Caravaggio to be allocated to the Malpensa Express airport
service; (ii) 20 Donizetti to be allocated to the Milan/Sondrio/Tirano route service; (iii) 16 Caravaggio to
be allocated to the Orio al Serio airport service, subsequently reduced to 8. For these orders, the
financing mode envisaged is milestone-based. Deliveries of these trainsets began in June 2023, with
completion scheduled for December 2025.
Lastly, with Regional Council Resolution no. XII/3474 of 25 November 2024 "Lombardy Plan - Rolling
stock purchase programme for the regional rail service: purchase mandate to Ferrovienord for Regio
2 The remaining portion of the share capital is 13.33% held by Lagi Energia 2006 S.r.l. and 6.67% by HNF S.p.A.

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| FNM Group

Express-type trains under FSC 2021-27 and Law 145/2018" Regione Lombardia awarded the purchase
mandate for a further 16 Regio Express-type trains, also suitable for cross-border service between Italy
and Switzerland, for a total of EUR 403 million. For these orders, too, the financing method envisaged is
milestone-based. In 2025, the tender procedure is expected to be activated with the aim of putting the
train sets into service by 2031.
For more detailed information on the progress of orders during the year, please refer to paragraph 8.3.
Management of the Sacconago Intermodal Terminal
The Intermodal Terminal of Sacconago, located in Busto Arsizio (VA) near Malpensa Airport, is managed
by Malpensa Intermodale S.r.l. and is a strategic hub for intermodal freight transport. Work on phase 0
was duly completed on 30 July 2024 with the handover of 95% of the site by the operating companies.
The completion of the works has been postponed to 2025, due to the delay by FERROVIENORD in
terminating the works on the railway yard, in particular with regard to the electric traction. Following
the finishing of the upgrading works, the infrastructure will have three operational tracks connected to
the "Sacconago" terminal of the FERROVIENORD network, with an area dedicated to intermodal
activities of about 90,000 sqm. It can handle up to more than 2,500 intermodal transport units per
week, connecting directly to important railway nodes such as Novara, Busto Arsizio, Gallarate and
Seregno to the tunnels and Southern Italy.
In addition, the facility has a large area of about 160,000 sqm for the development of advanced logistics
services, which are essential for improving intermodal connections in the cargo sector. The real estate
development and leasing of these areas are managed by Malpensa Distripark S.r.l., which has also been
operating as Multimodal Transport Operator (MTO) since September 2023. It is a brokerage service
that, by buying and reselling rail freight services, consolidates the terminal's role as an intermodal hu b .
6.2 ENERGY
The Group has recently expanded its activities in the renewable energy generation sector, integrating
itself in energy infrastructure as part of a broader strategy to strengthen its position as an infrastructure
company to support future profitability. This was achieved through the acquisition of 80% of the share
capital of Viridis Energia S.p.A. 2 and its wholly-owned subsidiaries (collectively 'Viridis'), which was
completed on 23 February 2024. The total consideration paid for the acquisition amounted to EUR 80.0
million and included the portion of the capital reserve originated as a result of the waiver of 80% of the
shareholders' loan made by the selling shareholders as well as the recognition of the capital
contribution provided by the existing shareholders prior to closing, to support the development of
future investments. The consideration also includes an advance payment of the earn-out agreed upon
for the development of a portfolio of plants to be completed within 6 years of the closing. The
transaction was financed by a credit line in the amount of EUR 85 million repayable in a lump sum by
no later than August 2025.
Active since 2010, Viridis is an integrated renewable energy company, mainly focused on photovoltaics,
but also on wind and biogas. Viridis operates in Italy and manages all the main stages of the industrial
value chain, including: (i) the development of new plants (greenfield), including the search and survey of
suitable sites, authorisation, construction and sale of energy; (ii) the acquisition of operating plants
(brownfield), including opportunity search activities, due diligence, project finance and possible plant
revamping/repowering; (iii) maintenance and management, including commissioning, monitoring,
reporting and supervision of health, safety and environmental aspects.
As at 31 December 2024, Viridis owns: (i) 25 photovoltaic plants in operation with a capacity of 69.9
MWp; (ii) 2 biogas plants in operation with a capacity of 2 MWp; (iii) 2 plants under construction with an
expected capacity of 15.5 MWp; (iv) 5 photovoltaic projects with construction sites underway with an
expected capacity of 26 MWp; (v) 8 projects already authorised with a capacity of 40 MWp, (vi) various
photovoltaic and wind projects under development, of which approximately 210 MWp with
authorisations underway. The growth strategy is focused on the organic development of proprietary
pipelines and flexible forms of partnership.
The following table shows the installed capacity as at 31 December 2024:
3 Trenord S.r.l. ("Trenord" - 50% jointly owned with Trenitalia S.p.A.) is the main operator of suburban and regional rail passenger
transport services in Regione Lombardia. DB Cargo Italia S.r.l. ("DB Cargo Italia" - 40% owned by FNM S.p.A. with DB Cargo Italy
S.r.l.) offers logistics and freight handling services.

Financial Report as at 31 December 2024 | page 15

| FNM Group

Technology | Market regime | Tariff | MWp installed | COD | Incentive expiry
Solar photovoltaic | Energy Bill 2 | FIP | average 346 €/MWh | 5.7 | 4Q 2010 | 4Q 2030
Solar photovoltaic | Energy Bill 4 | FIP | average 257 €/MWh | 14.1 | 3Q 2011 | 3Q 2031
Solar photovoltaic | Energy Bill 4 | FIP | 189 €/MWh | 1.1 | 1Q 2012 | 1Q 2032
Solar photovoltaic | Energy Bill 4 | FIP | average 180 €/MWh | 2.4 | 4Q 2012 | 4Q 2032
Solar photovoltaic | FER | FIT | 65 €/MWh | 10.0 | Dec. 2022 | Dec. 2042
Solar photovoltaic | Market | — | — | 1.5 | Jun. 2021 |
Solar photovoltaic | FER (first 18 months at Market) | FIT | 65 €/MWh | 10.3 | Dec. 2023 | Dec. 2043
Solar photovoltaic | Energy Bill 2 | FIP | 318 €/MWh | 1.0 | May 2011 | May 2031
Solar photovoltaic | FER (first 18 months at Market) | FIT | 65 €/MWh | 7.4 | Sept. 2024 | Sept. 2044
Solar photovoltaic | PPA (5 years) | — | 84 €/MWh | 8.3 | Sept. 2024 |
Solar photovoltaic | FER (first 18 months at Market) | FIT | 65 €/MWh | 8.1 | Feb. 2025 | Feb. 2045
Biogas | Bio | FIT | 280 €/MWh | 2.0 | 1Q 2013 | 1Q 2028
Total operating plants | 71.9 |  |

The energy produced is sold to traders and wholesalers through PPAs (Power Purchase Agreements)
typically on an annual basis and more recently also on a multi-year basis. Plants connected during the
2010-2014 period benefit from former energy bill incentives Feed-in Premium – FIP), while newly built
plants, if eligible, can participate in auctions promoted by the GSE that guarantee a fixed selling price
(Feed-In Tariff – FIT) for 20 years through a contract for difference. Direct self-consumption of the
energy produced is not currently planned.
As part of the development of renewable energies, FNM Power's activity in the management of
hydrogen production and distribution plants is also included. The service is functionally linked to the
development of the H2iseO and serraH2valle projects aimed at introducing hydrogen as an energy
carrier for rail and road transport. The company's operational activities are expected to start in 2025.
As part of the H2iseO project, a first hydrogen production and distribution plant is under construction in
Iseo (with Steam Methane Reforming technology from biomethane and CO2 capture, with an
equivalent installed capacity of 2.8 MW); a second plant is under construction in Edolo (with electrolysis
technology and an equivalent installed capacity of 5 MW), and a third plant will be built later in Brescia.
The production of these plants is aimed at satisfying the demand of the 14 hydrogen trains that will
replace the current diesel trainsets along the Brescia-Edolo line, in line with the provisions of the
Trenord Service Contract. FNM Power will be responsible for plant management. As far as the
serraH2valle project is concerned (as specified in more detail in section 6.3), plans are in place for five
refuelling stations to be located along the motorway section under MISE's concession. In this case, FNM
Power will be responsible for the procurement and subsequent retail marketing of the hydrogen under
market conditions.
6.3 RO.S.CO.
The Parent Company FNM S.p.A. ('FNM') is the owner and lessor of rolling stock, acting as Rolling Stock
Company ('Ro.S.Co.') mainly in support of regional rail transport in Lombardy.
As of 31 December 2024, the fleet consisted of 98 trainsets divided between 71 trains and 27
locomotives owned by and leased to investee companies operating in local public transport and freight
transport (Trenord and DB Cargo Italia 3 respectively) as detailed below:

Financial Report as at 31 December 2024 | page 16

| FNM Group

Fleet | Number of trains | Type | User
TSR | 19 | Passengers | Trenord
CORADIA | 10 | Passengers | Trenord
CSA | 8 | Passengers | Trenord
FLIRT TILO | 9 | Passengers | Trenord
TAF | 25 | Passengers | Trenord
E483 | 8 | Freight | DB Cargo Italia
EFFISHUNTER EFF1000 | 4 | Rescue/Manoeuvre | Trenord
ES64 F4 | 1 | Freight | DB Cargo Italia
DE520 | 14 | Rescue/Manoeuvre/Freight | Trenord (4), DB Cargo Italia (9), Captrain (1)

The fleet in service has a total value of EUR 328.1 million and a weighted average seniority of about 9
years, the result of investments made in recent years for the expansion and renewal of Trenord's
passenger train fleet. The owned locomotives overall maintain a very low book value due to their age.
Of these, the E483s represent the Group's main asset, having ensured high levels of reliability over the
years, and proving to be a key element in freight rail operations.
The leasing contracts for rolling stock intended for public transport are long-term, mainly with a
duration aligned with the expiry of the Trenord Service Contract, and guarantee a fixed return of 5.5%.
However, the duration of these contracts is shorter than the technical useful life of the rolling stock. To
protect the investments made, the sector regulations stipulate that, in the event of a new operator
taking over rail transport services, the successor company is obliged to assume the obligations relating
to the leasing of rolling stock. If the contracts were not renewed, the takeover value would be
determined on the basis of the net book value of the trains on the takeover date. Locomotives for
freight transport, on the other hand, are leased on a commercial basis, with shorter time horizons.
The segment also includes the activities carried out by FNM – as the Group's Holding Company – mainly
vis-à-vis its investees or associates, which are broken down as follows:
– administrative services (accounting, payroll processing, purchasing, treasury, etc.) and support for
the development of extraordinary projects and initiatives;
– ICT services (Information & Communication Technology) provided through NordCom S.p.A.
("Nordcom"), an in-house IT consultancy company of the FNM Group, full control of which was
acquired as of 15 July 2024 (as described in paragraph 25). As a result of this transaction, Nordcom
was fully consolidated;
– leasing and management of owned properties, mainly referring to those located in Piazzale
Cadorna (Milan).
FNM is also involved - together with the subsidiary FERROVIENORD - in the development of the FILI
project dedicated to the redevelopment of the main connection centres on the Milan-Malpensa line.
Hydrogen projects for rail and road transport
FNM is involved in several innovative hydrogen-related projects with the aim of promoting sustainable
mobility. These projects mark a significant step towards energy transition and emission reduction,
promoting the use of hydrogen as an alternative to fossil fuels.
One of the main projects undertaken by the Group is called H2iseO, an initiative to develop a Hydrogen
Valley in Valcamonica, with a focus on the use of hydrogen in local public transport. The project includes
several strategic actions, including: (i) the commissioning of 14 new hydrogen-powered trains to replace
the current diesel trains; (ii) the construction of three plants dedicated to the production and
distribution of hydrogen located in Brescia, Iseo and Edolo; (iii) the implementation of infrastructure
works along the railway line, including precise adjustments along the section and a new maintenance
facility in Rovato intended for hydrogen trains, associated with a mobile hydrogen refuelling plant.
The investment for the railway part amounts to EUR 362.4 million and is fully financed by public
contributions. The infrastructure and plant section necessary for the overall operation of the hydrogen
system is managed by FERROVIENORD through the Programme Agreement. The purchase of the trains,
worth EUR 184.8 million, is fully financed with public funds, eliminating the initially planned investment
by FNM for 8 trains. FNM will manage the process of acquiring rolling stock as an implementing entity
on behalf of Regione Lombardia, receiving a 1% commission on the contract amount to cover the costs

Financial Report as at 31 December 2024 | page 17

| FNM Group

of awarding, testing and managing the order. The start-up of commercial train service and the
commissioning of the hydrogen production and distribution plants in Iseo and Edolo are scheduled for
the first half of 2026, the Brescia plant will be started up at a later date.
Another significant project is serraH2valle, which envisages the construction of Italy's first refuelling
network for hydrogen-powered vehicles. The project includes 5 filling stations (built on 3 disused
service areas and 2 former toll stations along the Tangenziale Est and Ovest of Milan, and the A7
motorway) for a gross investment of EUR 55.4 million. The latter is part of MISE's EFP 2020-2024 and
has received contributions from the European CEF programme and the NRRP (National Recovery and
Resilience Plan) totalling roughly EUR 20.4 million. Commercial operations are scheduled to start in the
second half of 2026 for all plants.
The subsidiary FNM Power S.r.l. ('FNM Power'), located within the Energy segment, manages the
hydrogen production and distribution plants and markets the hydrogen sold in the refuelling stations.
Mobility as a Community (MaaC)
The 2024-2029 Strategic Plan is also driven by continuous innovation and the development of new
business models through the implementation of a corporate venture capital strategy, investing in start-
ups that integrate the traditional mobility business with innovative, data-driven paradigms aligned with
emerging market trends. This approach is reflected in the investment of EUR 7.5 million in start-ups
with market-oriented business models, strengthening synergies with traditional activities and
increasing their value, through the creation of the innovative platform Flexymob, aimed at transforming
the paradigm of Mobility as a Service into that of Mobility as a Community.
Flexymob is a digital platform designed for B2B customers that aggregates mobility services to meet
the needs of specific communities (e.g. companies, large events and stadiums). The platform offers
centralised management to plan, book and pay for mobility solutions, providing customised options
based on users' specific habits and needs, while enhancing the community experience through service
integration.
Operationally, the MaaC strategy is developed through the equity investments in Busforfun.Com S.r.l.
('Busforfun') which provides mobility services for large events and develops the Flexymob platform;
Sportit S.r.l. ("Sportit"), which promotes sports and territorial tourism with integrated packages; and
Mbility S.r.l. ("Mbility"), which provides transport services for frail persons.
Finally, in 2023 FNM acquired a stake in the Corporate Partners I Fund of CDP Venture Capital Sgr, with
an investment of EUR 10.0 million in Infratech.
6.4 MOBILITY AND SERVICES
The FNM Group historically operates in the mobility sector where the 'core business' is local public
transport, referring to both the suburban and urban sectors. Operationally, the service is managed
through different companies depending on territorial competence:
– Lombardy: FNM Autoservizi S.p.A. ("FNMA") is concessionaire of public transport services by road
in the provinces of Varese and Brescia, and through Consorzio STECAV with ASF Autolinee S.r.l.
(49% owned by Omnibus Partecipazioni S.r.l., of which FNM holds 50%) and Autoguidovie,
manages a Service Contract in the Province of Como. FNMA offers private transport services,
including replacement services for Trenord, bus rental for tourism and school bus services. These
activities are carried out both with their own personnel and with subcontracted carriers. Currently,
the company operates under an extension of the original expired contracts.
– Veneto: Azienda Trasporti Verona S.r.l. ("ATV") manages the public transport service in the
municipalities of Verona and Legnago and extra-urban service throughout the Province of Verona,
on the basis of three Service Contracts, recently extended until 2026. In addition to public
transport, ATV operates in the commercial services sector, offering rental services with driver and,
particularly during the summer season, supplementing the ordinary service with tourist
connections connecting Verona, Lake Garda and Venice. Public transport services are carried out
both directly with our own personnel and through the coordination of third-party carriers under
subcontract.

Financial Report as at 31 December 2024 | page 18

| FNM Group

At 31 December 2024, the fleet consisted of 732 buses in service, of which 164 were owned by FNMA
and 568 by ATV, with a carrying value of EUR 51.2 million and an average age of approximately 9 and
13 years respectively.
The following table shows the situation of existing credit lines at 31 December 2024:

Company | Awarding body | Legal arrangement | Remuneration system | Expiration | LPT network extension (km)
FNMA (Varese) | Como - Lecco - Varese LPT Agency | Concession | Net Cost + Regulated tariff | 31/12/2025 | 223
FNMA (Brescia) | Brescia LPT Agency | Concession | Net Cost + Regulated tariff | 31/12/2025 | 331
FNMA (Como, temporary grouping with ASF) | Como - Lecco - Varese LPT Agency | Service Contract | Net Cost + Regulated tariff | 31/12/2025 | 196
ATV (Verona Area) | Province of Verona | Service Contract | Net Cost + Regulated tariff | 31/12/2026 | 3,828
ATV (Verona) | Municipality of Verona | Service Contract | Net Cost + Regulated tariff | 31/12/2026 | 417
ATV (Legnago) | Municipality of Legnago (VR) | Service Contract | Net Cost + Regulated tariff | 31/12/2026 | 32

The remuneration of local public transport (LPT) services follows the 'net cost' model, in which the
operator assumes both industrial and commercial risk and receives a predetermined fee. In Lombardy
LPT by road, remuneration modalities vary according to the Service Contracts and Concessions, with
differences in the provisions on public contributions depending on the basin and an annual update of
tariffs based on inflation trends. As far as Verona LPT is concerned, management is governed by the
2024-2026 EFP, prepared in accordance with the latest sector regulations, which guarantees a fair
return on capital of 7.26% pre-tax until 2026.
The road transport offer is complemented by the provision of mobility support services that include car
sharing provided by E-Vai S.r.l. ("E-Vai") and the provision of digital payment services through the
subsidiary FNMPAY S.p.A. (“FNMPAY”) which carries out acquiring services (payment acceptance
through physical/virtual POS) supporting MaaC, focusing firstly on the Group’s captive companies.
6.5 MAIN INVESTEES MEASURED WITH THE EQUITY METHOD
TRENORD
Trenord (50% jointly owned with Trenitalia S.p.A.) is one of the most important suburban and regional
local public rail transport companies in Europe, in terms of both size and widespread service: its 460
stations, located across 2,000 kilometres of railway network in Lombardy and some Provinces in
neighbouring regions under the jurisdiction of two operators (FERROVIENORD and RFI of the FS Group),
mean that 77% of Lombardy's Municipalities have a railway station within a radius of 5 km, serving 92%
of the region's residents. Trenord also manages passenger transport services on the Milan Railway Link
and connects seven provinces of neighbouring regions (Alessandria, Novara, Parma, Piacenza, Verbano-
Cusio-Ossola, Vercelli and Verona), as well as the Canton of Ticino, through TILO (50% owned jointly
with the Swiss Federal Railways) and operates the Malpensa Express airport connection to Malpensa
International Airport.
The railway service is managed under a new Service Contract for public rail transport with Regione
Lombardia effective from 1 December 2023 to 30 November 2033. The investee has a fleet of 467
trainsets, enabling it to make around 2,200 trips per day. Part of the fleet is leased for payment by FNM
and Trenitalia, while the remaining part is made available on a free loan basis – through
FERROVIENORD – by Regione Lombardia.
Trenord also guarantees traction and personnel for international train connections between Italy,
Germany and Austria on the Brenner line in cooperation with Deutsche Bahn and Österreische Bundes
Bahn. In this regard, it should be noted that at the end of April 2024 Trenord was awarded the
European tender for the international long-distance service via the Brenner Pass called by Deutsche
Bahn. Trenord will therefore manage the driving and security guard operations on the Italian part of
the link with Germany and Austria for the duration of 8 years, guaranteeing production of 1.2 million
train-km per year for a total value of more than EUR 50 million.
4 Category 'A' shares, introduced with the amendments to the Articles of Association resolved by the Extraordinary Shareholders'
Meeting held on 27 November 2024, are characterised by the provision of withdrawal rights.

Financial Report as at 31 December 2024 | page 19

| FNM Group

AUTOSTRADA PEDEMONTANA LOMBARDA (APL)
APL is the concessionaire for the design, construction and management of the motorway between
Dalmine, Como, Varese and the Gaggiolo Border Crossing for a total of roughly 188 km (including
junctions and associated works), 85 km of which have been in operation since 2015 (Section A and B1,
A59 and A60). The second part of the project, which includes the construction of motorway sections B2,
C and D, together with related works, remains to be completed. The concession has a duration of 30
years, starting from the commissioning of the entire motorway link. It is a complex project, from both
an engineering and environmental perspective, due to the development of the route, the importance of
the connected infrastructures and the type of territory crossed. APL is also the first motorway in Italy to
have the Free Flow Multi Lane collection system, which allows the amount of the toll to be calculated
according to the actual use of the infrastructure, avoiding the use of toll booths and physical barriers.
It should be noted that, as of December 2024, the shareholding in APL was reduced from 36.7% to
25.85% following MISE's failure to subscribe to the EUR 272 million capital increase through the issue of
new 'A' shares 4 , fully subscribed by Regione Lombardia. Regione Lombardia paid the first instalment of
EUR 68 million; the remainder is to be paid in 2025. A further share capital increase in the amount of
EUR 159 million, which will be paid up to 2029, is also envisaged and regulated in the Senior Financing 1
agreements.
The relations between APL and the Grantor (Concessioni Autostradali Lombarde S.p.A. or "CAL") are
governed by the Sole Convention signed in 2007 and the relevant Addendums (most recently,
Addendum No. 3, which became effective on 10 January 2024). APL defined a draft of Addendum No. 4
for the regulatory period 2024-2028, including - among other things - a rebalancing and updating EFP.
On 29 May 2024, the CIPESS issued a favourable opinion on the proposed revision, withdrawing its
previous resolution No. 7 of 21 March 2024. The resolution passed the legitimacy check and was
published in the Official Journal on 19 July 2024.
In June 2024, the BoDs of APL and CAL approved the Executive Project for the construction of Stretches
B2 and C, enabling the complete handover of the works to the General Contractor in December 2024.
This step meant that the conditions precedent of the Senior Loan 1 were satisfied, allowing the first
drawdown of the loan and the consequent repayment of the Bridge Loan Bis. In addition, in line with
the conditions set forth in the loan agreement, on 28 March 2024 MISE's Board of Directors approved
the contract for the assignment of the Operation & Maintenance (O&M), service, which provides for the
outsourcing to MISE of all operational activities of APL. Based on the current projections for the
completion of the sections, the new contractual arrangement will start to produce significant effects as
of 2027. Finally, administrative activities and relations with the authorities continued in order to ensure
the future realisation of the Section D variant (the “D-short”) is set in stone.
TANGENZIALI ESTERNE DI MILANO (TEM)
TEM (in which MISE holds a stake of22.55%) in turn holds a single shareholding of 48.4% of the capital
of the motorway concessionaire Tangenziale Esterna S.p.A. ("TE"), responsible for the design,
construction and management of the Milan East Outer Ring Road ("TEEM"), entrusted to it under a
concession by public tender with a negotiated project financing procedure. The duration of the
Concession is particularly long, set at fifty years starting from the entry into operation of the entire
motorway link in May 2015.
The TEEM motorway route has a length of 32 km, from Melegnano (A1 Milan-Bologna Motorway) to
Agrate Brianza (A4 Milan-Venice Motorway). Together with the motorway section, important work was
also carried out on the ordinary road network, for a total of 38 km of associated newly constructed
road works and 15 km of upgraded existing roads.
The EFP for the period 2024-2028 is currently being updated. At its meeting of 7 November 2024, the
CIPESS issued its favourable opinion on the update of the EFP and related Addendum No. 4. TE is
currently waiting for the CIPESS resolution to be registered by the Court of Auditors, in order to
proceed with the completion of the approval process.
In May and June 2024, some shareholders notified their intention to sell their shares in TEM and TE to
other shareholders. MISE did not exercise its right of first refusal in respect of the TE share transaction
notified in May. The shares were all purchased from ASTM S.p.A..
5 Sources: Economic Bulletin 4/2024 and 1/2025, Istat, Ance, Factset, Ministry of Environment and Energy Security

Financial Report as at 31 December 2024 | page 20

| FNM Group

7 INFORMATION FOR INVESTORS
FNM is a joint-stock company listed since 1926 on the Euronext Milan market (EXM, formerly Mercato
Telematico Azionario - MTA) organised and managed by Borsa Italiana.
The FNM share is also present in the general indexes of Borsa Italiana (FTSE Italia All Share, FTSE Italia
All Share Capped e FTSE Italia Small Cap) and is part of the sector FTSE Italia Travel and Leisure super
sector.

Market on which the shares are listed | EXM (formerly MTA)
ISIN Code | IT0000060886
Ticker | FNM

7.1 THE MACROECONOMIC SCENARIO IN 2024 5
Despite the various and partially overlapping adverse shocks in recent years, the global economy was
resilient in 2024. The scenario remains characterised by solid labour market conditions and falling
inflation, which in most economies is approaching (or has already reached) central bank targets. At the
moment, moreover, despite some volatility and continuing geopolitical tensions, the risks of new price
increases linked to rising commodity prices remain moderate. Looking ahead the possible economic
effects of the outcome of the US presidential election (i.e. the introduction of duties and tariffs on many
countries) represent a considerable element of uncertainty for international trade in goods and
services.
The Eurozone showed expected GDP growth of 0.8 %. The disinflation process that started in late 2022
continues despite a slight increase in inflation in October, mainly driven by energy prices. Overall
inflation is expected to decrease from 5.4% in 2023 to 2.4% in 2024. Although growth in employment
and real wages increased net income, household consumption remained subdued due to the high cost
of living, uncertainty and incentives to save due to high interest rates. Investment contracted sharply in
the first half of 2024. However, investment growth is expected due to strong corporate balance sheets,
the recovery in earnings, improved credit conditions and EU recovery and resilience funds.
Italy's GDP is expected to grow by 0.5% in 2024, supported solely by the contribution of net foreign
demand. The Italian economy is suffering from the weakness of domestic demand and the declining
trend in industrial production, fuelled by the weakness of the German economy, the main market for
our exports, and by the crisis in some production sectors (automotive above all), which has negatively
affected gross fixed investments and imports.
The average change in the Harmonised Index of Consumer Prices (HICP) increased by +1.1% compared
to +5.9% the previous year. The development of the overall index has been impacted in particular by
the deceleration in energy prices, while the services component slows down more slowly. The ANCE
data also confirm the downward trend in the prices of building materials, although a break in the
marked decline in prices that had marked 2023 can be observed. A separate discussion can be made
for bitumen, whose development is heavily linked to the increase in oil prices. Despite a scenario of
moderate price reductions, it is important to note that the cost of the main construction materials still
exceeds the averages of the immediate post-pandemic period, which was already characterised by
significant price increases due to the disruption of supply chains.
With regard to the labour market, the latest available data on Q4 2024 indicate an increase in the
number of employed persons (+170 thousand compared to 2023) as well as hours worked (+0.5%
compared to 2023): the employment rate in December stood at 62.4%, while unemployment stood at
6.1%. Labour costs show an annual increase in average hourly wages of 3.2%, continuing the recovery
phase of contractual wages with respect to inflation, which took hold in October 2023. The wage trends
are more favourable in the industrial sector, with an increase of +4.4% compared to 2023; for private
services, the figure is +2.6%.
6 Factset, Gestore Mercati Energetici (Energy Markets Operator) Ministry of Environment and Energy Security - Energy and Mining
Statistics.
7 Terna, Monthly Electricity System Report (December 2024).
8 ECB (December 2024) - Eurosystem staff macroeconomic projections for the euro area, Bank of Italy (January 2025) - Economic
Bulletin 1/2025

Financial Report as at 31 December 2024 | page 21

| FNM Group

After the cuts in June and September, the ECB reduced the interest rate on deposits at the central bank
again in December to 3%. The decision stems from the updated assessment of the inflation outlook,
core inflation dynamics and monetary policy transmission. Markets expect a further reduction of about
75 basis points in the course of 2025. The previous reductions are being passed on to the cost of
borrowing for businesses.
Energy market trends
With reference to the price development of automotive energy, the average price of Brent oil was
around $80/barrel, slightly lower than the prices recorded in 2023, reflecting weaker than expected
global demand. The natural gas reference price for European markets (Title Transfer Facility – TTF) was
around EUR 32 per megawatt hour in 2024, down from the average values in 2023 (EUR 38 per
megawatt hour). The price reduction was favoured by both above-average winter temperatures – which
limited heating consumption – and weak industrial activity. The high level of stored gas in Europe has
also helped to reduce the need for additional supplies. More recently, the price of gas has risen to
around EUR 40 per megawatt-hour, driven by geopolitical tensions in the Middle East. In December, the
expiry of agreements for the transit of Russian gas through Ukraine could create further pressure on
supply and increase price volatility. As regards the Italian market specifically, the VTP index – the main
reference in Italy for defining the wholesale gas price – shows a similar trend: the average gas price was
EUR 0.39 per cubic metre in 2024, lower than the average values in 2023 (EUR 0.43 per cubic metre). On
the other hand, the price of diesel fuel for cars was around EUR 1.7 per litre, slightly below the average
value for the previous year 6.
As far as the national electricity market scenario is concerned, Italy's net electricity demand in 2024 was
312,285 GWh, an increase of 2.2% compared to the demand in 2023. Net energy production for
consumption in 2024 amounted to 261,286 GWh, an increase of 2.7% compared to 2023. Production
from Renewable Energy Sources (RES) increased by 13.4% year-on-year to 128,661 GWh. In particular,
photovoltaic production showed an increase of +5,828 GWh (+19.3%), the result of higher installed
capacity (+6,856 GWh), which compensated for the lower sunlight-related production (-1,028 GWh).
With the increase in production from renewable sources, there was a simultaneous drop in
thermoelectric generation, which fell by -5.9% to 132,625 GWh compared to 2023. Domestic
production, net of pumping consumption, covered 83% of electricity demand, while net imports met
the remainder 7.
The average value of the PUN (Single National Price) Base Load in 2024 stood at EUR 108.4/MWh, a
decrease compared to 2023 (EUR 127.4 /MWh). This trend was part of a framework of decreasing
thermoelectric generation costs, as a result of weakening gas prices and CO2 emission rights, and was
favoured by increased production from renewable sources, as well as high import flows. An analysis of
the changes in the PUN on a monthly basis shows, similarly to what was observed in the gas market, a
drop in January and February, and a slight rise from March, then aligning with levels in the previous
year from the middle of 2024. The trend is influenced by extremely positive hydroelectric generation
which, combined with weak demand, led to less reliance on thermoelectric production, supporting the
fall in prices.
7.2 OUTLOOK 2025 8
According to the ECB's December 2024 projections, Eurozone GDP will grow by 1.1% in 2025, 1.4% in
2026 and 1.3% in 2027, revised downwards compared to September 2024 due to weaker investment
data and export growth expectations. The Bank of Italy forecasts GDP growth of around 1% for Italy
between 2025 and 2027, with a slow start in 2025 but a subsequent momentum thanks to consumption
and exports. Investment will slow down due to the reduction of construction incentives, partially offset
by the National Recovery and Resilience Plan. Inflation is estimated at 1.5% in 2025. However, estimates
remain subject to significant uncertainty due to protectionist trade policies and international tensions,
which could affect demand and consumer prices.

Financial Report as at 31 December 2024 | page 22

| FNM Group

7.3 SHAREHOLDER STRUCTURE
31 December 2024, the share capital amounted to EUR 230,000,000.00, corresponding to 434,902,568
ordinary shares with no par value.
At the same date, to the best of the Company’s knowledge based on the communications received in
accordance with Article 120 of the Consolidated Law on Finance ("TUF") and other available
information, the shareholder structure of the Company showed the following material shareholdings:
The graph shows the composition of shareholders who own stakes of over 5% of the total share capital
and who have voting powers. Regione Lombardia is the majority shareholder with a 57.57%
shareholding. A further 14.74% of the share capital is owned by Ferrovie dello Stato Italiane S.p.A.,
while the remaining shares are owned by private parties, as the Company is listed on the stock
exchange.
7.4 FNM STOCK PERFORMANCE
The FNM share price at 31 December 2024 was EUR 0.44, which corresponds to a market capitalisation
of EUR 189.2 million, marking a decrease of -3.8% compared to the end of 2023. During the year under
review, the stock was characterised by moderate price volatility, mainly in May in connection with
certain corporate events involving TEM, an FNM Group investee, which fluctuated between a high of
EUR 0.54 and a low of EUR 0.41. Average daily trading of the shares amounted to approximately 207.7
thousand shares traded daily. A total of 52.8 million shares, or approximately 12.1% of the share
capital, were traded during 2024 (61.3 million shares, or roughly 14.1% of the share capital, in 2023).

Financial Report as at 31 December 2024 | page 23

| FNM Group

The share price performance during the year 2024is shown below:

Key share and stock market data 2024
Closing price on 31/12/2024 | 0.44
Number of ordinary shares (million) | 434.9
Market capitalisation (EUR million) | 189.2
Average price | 0.44
Maximum price | 0.54
Minimum price | 0.41
Average volumes traded (thousand) | 207.7
Maximum volumes traded (thousand) | 2,132.9
Minimum volumes traded (thousand) | 7.0

Source: FactSet Prices
The FNM stock performance is in line with the Small Cap index, which underperformed the main market
indices, deviating significantly in May for the reasons outlined above. The FNM stock performance
compared to the main reference indexes in 2024 is shown below:

Financial Report as at 31 December 2024 | page 24

| FNM Group

Source: FactSet Prices
7.5 RATING
The Company's creditworthiness has been evaluated as “investment grade” by two leading rating
agencies, with Fitch assigning it a rating of BBB with stable outlook and Moody's assigning it a rating of
Baa3 with negative outlook, both updated on 23 May and 5 April 2024, respectively.
Both ratings also apply to the EMTN Programme Euro Medium Term Note Programme), whose
constitution was approved on 16 September 2021, and the EUR 650 million bond issue placed on 13
October 2021.
For further information, please refer to the notes published on the Agencies' websites, and in the
Investor > Debt and Credit Rating > Credit Rating section of the Group's website.

Financial Report as at 31 December 2024 | page 25

| FNM Group

8 CONSOLIDATED OPERATING AND FINANCIAL
PERFORMANCE
8.1 ECONOMIC DATA SUMMARY
The reclassified income statement for the year is shown below, compared with that of 2023. For the
sake of a complete disclosure, in the following reclassified income statement the items "costs of
construction services - IFRIC 12" and “revenues from construction services - IFRIC 12”, relating
exclusively to the concessionaire companies FERROVIENORD and MISE in which, in application of IFRIC
12, the amounts of the investments infrastructures under concession made during the year are
recorded, are stated net in “Other revenues and income”. Comments on the gross values of
investments are provided in section 8.3.
The item "Adjusted EBITDA" was determined by excluding non-recurring items from the previous items
in the income statement, which were reclassified under "non-ordinary income and expenses".
As indicated in sections 6.2 and 6.3, the year 2024, indicated hereunder, includes the economic effects
arising from the line-by-line consolidation of Viridis and its subsidiaries as of 23 February 2024 and of
Nordcom as of 15 July 2024. The year of comparison represents the scope of consolidation prior to the
acquisitions.

Amounts in EUR millions | 2024 | 2023 | Differenza | Differenza %
Revenues from sales and services | 604.4 | 579.6 | 24.8 | 4.3%
Other revenues and income | 46.6 | 38.5 | 8.1 | 21.0%
TOTAL REVENUES AND OTHER INCOME | 651.0 | 618.1 | 32.9 | 5.3%
Operating costs | (247.5) | (242.7) | (4.8) | 2.0%
Personnel costs | (183.0) | (164.0) | (19.0) | 11.6%
ADJUSTED EBITDA | 220.5 | 211.4 | 9.1 | 4.3%
Extraordinary income and expenses | (9.9) | (0.8) | (9.1) | n.d.
EBITDA | 210.6 | 210.6 | — | —%
Depreciation, amortisation and write-downs | (136.3) | (105.9) | (30.4) | 28.7%
EBIT | 74.3 | 104.7 | (30.4) | -29.0%
Financial income | 16.6 | 14.3 | 2.3 | 16.1%
Financial expenses | (30.9) | (19.9) | (11.0) | 55.3%
NET FINANCIAL INCOME (LOSS) | (14.3) | (5.6) | (8.7) | n.d.
PROFIT/(LOSS) BEFORE TAX | 60.0 | 99.1 | (39.1) | -39.5%
Income taxes | (23.4) | (23.5) | 0.1 | -0.4%
ADJUSTED COMPREHENSIVE INCOME | 36.6 | 75.6 | (39.0) | -51.6%
Profit/Loss of companies measured with the equity method | 13.2 | 6.4 | 6.8 | n.d.
Income/expenses from valuation of equity investments | 9.8 | — | 9.8 | —%
COMPREHENSIVE INCOME | 59.6 | 82.0 | (22.4) | -27.3%
PROFIT ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 0.3 | 1.1 | (0.8) | -72.7%
COMPREHENSIVE GROUP INCOME | 59.3 | 80.9 | (21.6) | -26.7%

In 2024, revenues increased by 5.3% and adjusted EBITDA by 4.3%. Excluding the effects of the
consolidation of Viridis Energia and its subsidiaries as of 23 February 2024 and of Nordcom from 15 July
2024, therefore on a like-for-like basis compared to 2023, revenues rose by 0.8%, while adjusted
EBITDA fell by 2.22%.
The adjusted EBITDA/revenue ratio is 33.8% (34.2% in 2023).
In order to better represent the changes in the period, the pro-forma reclassified Income Statement is
shown below, considering the consolidation of Viridis from 1 January 2024. The 2023 comparison
period was similarly pro-rated as if Viridis had been consolidated with effect from 1 January 2023.

Financial Report as at 31 December 2024 | page 26

| FNM Group

The income statement is shown below with only the pro-forma balances for 2024 and the year 2023.

Amounts in EUR millions | 2024 PRO-FORMA | 2023 PRO- FORMA | Difference | Difference %
Revenues from sales and services | 606.7 | 598.1 | 8.6 | 1.4%
Other revenues and income | 46.7 | 39.1 | 7.6 | 19.4%
TOTAL REVENUES AND OTHER INCOME | 653.4 | 637.2 | 16.2 | 2.5%
Operating costs | (248.1) | (250.1) | 2.0 | -0.8%
Personnel costs | (183.3) | (166.1) | (17.2) | 10.4%
ADJUSTED EBITDA | 222.0 | 221.0 | 1.0 | 0.5%
Extraordinary income and expenses | (9.9) | (0.8) | (9.1) | n.d.
EBITDA | 212.1 | 220.2 | (8.1) | -3.7%
Depreciation, amortisation and write-downs | (137.9) | (113.1) | (24.8) | 21.9%
EBIT | 74.2 | 107.1 | (32.9) | -30.7%
Financial income | 18.1 | 14.4 | 3.7 | 25.7%
Financial expenses | (31.0) | (22.7) | (8.3) | 36.6%
NET FINANCIAL INCOME (LOSS) | (12.9) | (8.3) | (4.6) | 55.4%
PROFIT/(LOSS) BEFORE TAX | 61.3 | 98.8 | (37.5) | -38.0%
Income taxes | (23.4) | (23.6) | 0.2 | -0.8%
ADJUSTED COMPREHENSIVE INCOME | 37.9 | 75.2 | (37.3) | -49.6%
Profit/Loss of companies measured with the equity method | 13.2 | 6.4 | 6.8 | n.d.
Income/expenses from valuation of equity investments | 9.8 | — | 9.8 | —%
COMPREHENSIVE INCOME | 60.9 | 81.6 | (20.7) | -25.4%
PROFIT ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 0.6 | 1.0 | (0.4) | -40.0%
COMPREHENSIVE GROUP INCOME | 60.3 | 80.6 | (20.3) | -25.2%

The comments below refer to the pro-forma Income Statement, which considers both years on a like-
for-like basis.
The revenues from sales and services, inclusive of public grants, recorded a net increase of EUR 8.6
million, i.e. approximately 1.4%, for the following reasons:
• motorway toll revenues of EUR 282.5 million (EUR 271.0 million in 2023) increased by EUR 11.5
million, or 4.2%, as a result of the 2.3% toll adjustment effective 1 January 2024 and the traffic
trend (+2.31% compared to 2023), in terms of vehicle/km; it should be noted that the change in
tolls is also affected by the composition of traffic between light and heavy vehicles;
• revenues from public contracts and grants related to the public road transport service, showed a
net increase of EUR 7.5 million, mainly attributable to the settlement of compensatory measures
related to lost traffic revenues and the additional services activated in the LPT sector following the
Covid-19 emergency, in order to guarantee the capacity offered in the pandemic period as a result
of the regulatory limits imposed on vehicle occupancy, equal to EUR 6.7 million (0 in 2023);

Financial Report as at 31 December 2024 | page 27

| FNM Group

• service revenues increased by EUR 6.2 million due to the consolidation of Nordcom as of 15 July
2024;
• the consideration for the Service Contract for the management of the railway infrastructure with
Regione Lombardia increased by EUR 5.3 million due to the increase in production, the adjustment
to inflation, the increase in the number of trains in the managed fleet, as well as higher revenues
related to historical assets;
• replacement services provided by FNMA increased by EUR 3.5 million during the year;
• ticketing revenue from public road transport increased by EUR2.5 million, or 7.57%, due to the
effect of the tariff manoeuvre affecting tickets from July 2023 and season tickets from January
2024, as well as the different sales mix;
• revenues from energy sales increased by EUR 2.4 million in connection with the commissioning of
new plants;
• network access revenues increased by EUR 0.9 million due to the 2024 inflation adjustment and
increased kilometres travelled;
• revenues from the lease of rolling stock decreased by EUR 30.1 million mainly due to lower
revenues, for EUR 21.4 million, on trains made available to Trenord under free loan for use as of 1
January 2024, following the amendments made to the FERROVIENORD 2023-2027 Service Contract,
as well as to the reduction in revenues after new contracts were signed for TSR, CSA and CORADIA
trains leased to Trenord for EUR 8.7 million;
• revenues related to design activities, site safety and expenses for site security guards for railway
network projects decreased by EUR 1.1 million.
Other revenues and income increased by EUR 7.6 million compared to 2023 mainly due to income
from the recovery of general expenses for railway infrastructure modernisation and rolling stock
renewal orders (+EUR 3.5 million), from insurance indemnities (+EUR 2.3 million) and from the sale of
inventory materials (+EUR 1 million).
Total revenues and other income thus showed an overall increase of 2.5% and is thus broken down
into the five areas of business:

Amounts in EUR millions | 2024 | 2023 | Change | Chg %
Motorways | 311.3 | 297.2 | 14.1 | 4.7%
Railway infrastructure | 145.3 | 157.0 | (11.7) | -7.5%
Energy | 21.5 | 19.1 | 2.4 | 12.6%
Ro.S.Co. | 87.5 | 83.2 | 4.3 | 5.2%
Mobility and Services | 125.9 | 107.5 | 18.4 | 17.1%
Intercompany eliminations | (38.1) | (26.8) | (11.3) | 42.2%
Total | 653.4 | 637.2 | 16.2 | 2.5%

Operating costs recorded a net decrease of EUR 2.0 million (0.8%) for the following main reasons:
• decrease in the provisions for cyclical maintenance due to the application of the amendments to
the FERROVIENORD 2023-2027 Service Contract, for EUR 21.4 million;
• lower provisions for risks and charges, in the amount of EUR 5.4 million, related to railway
infrastructure maintenance;
• an increase in expenses for outsourcing third-party services due to the additional services
performed during the year, amounting to EUR 6.0 million;
• increase in sundry third-party services of EUR 5.8 million, mainly due to higher charges for design,
technical services, safety coordination and project management entrusted to third parties for the
execution of projects within the scope of the integrated railway infrastructure maintenance
contracts;
• Nordcom's contribution of EUR 4.7 million to the consolidated financial statements, mainly
attributable to IT expenses of EUR 1.9 million, legal advice and services of EUR 1.2 million, and
hardware and software maintenance fees of EUR 0.9 million;

Financial Report as at 31 December 2024 | page 28

| FNM Group

• increase of EUR 2.2 million in motorway infrastructure maintenance costs, net of allocations to and
releases of the renewal fund;
• increase of EUR 1.4 million for maintenance work on the railway infrastructure;
• increase in commercial expenses and commissions to third parties by EUR 1.3 million in relation to
higher advertising expenses during the year;
• higher employee expenses, in the amount of EUR 1.2 million, mainly related to corporate welfare,
the recruitment and selection of managers and personnel training;
• higher expenses for advisory services and professional services for EUR 1.2 million;
• an increase of EUR 0.8 million in motorway infrastructure management charges, including
collection charges related to the increase in traffic.
Personnel costs rose from EUR 166.1 million to EUR 183.3 million, an increase of EUR 17.2 million, due
to the combined effect of the higher average units in the year, up from 2,565 to 2,768, of which 125 FTE
contributed by the consolidation of Nordcom, of the application of the higher remuneration policies
applied as part of the renewal of the National Collective Bargaining Agreement for Motorway and
Tunnels Companies and Consortia, which took place in the second half of 2023, as well as of provisions
made for the contractual holiday of the National Collective Bargaining Agreement for the Railway/Tram
sector, which expired on 31 December 2023, amounting to EUR 2,376 million.
Adjusted EBITDA (excluding extraordinary items) equal to EUR 222.0 million increased by 0.5% as
illustrated below in the five areas of business:

Amounts in EUR millions | 2024 | 2023 | Change | Chg %
Motorways | 156.0 | 153.6 | 2.4 | 1.6%
Railway infrastructure | 7.2 | 6.3 | 0.9 | 14.3%
Energy | 13.8 | 9.6 | 4.2 | 43.8%
Ro.S.Co. | 34.1 | 44.7 | (10.6) | -23.7%
Mobility and Services | 10.9 | 6.8 | 4.1 | 60.3%
Total | 222.0 | 221.0 | 1.0 | 0.5%

Non-ordinary income/expenses for the year are attributable for EUR 8.9 million to the non-recurring
operating expense arising from the adjustment of the Earn Out Debt related to the acquisition of the
subsidiary Viridis, in relation to the increased capacity in terms of MW, which is expected to be installed
by the subsidiary by 2029, as per the latest approved plan; and for EUR 1.0 million (EUR 0.8 million in
2023) to non-ordinary expenses arising from development projects related to the acquisition of Viridis
Energia.
Depreciation, amortisation and write-downs showed a net increase of EUR 24 .8 million , mainly due
to the amortisation of the motorway infrastructure following the commissioning of the Rho-Monza
section, which took place at the end of 2023 (+EUR 16.2 million), the amortisation of capital gains
deriving from the Purchase Price Allocation carried out following the purchase of the equity investment
held in Viridis (+EUR 2.7 million), and the write-downs recognised on property and rights of use (+EUR
2.6 million).
Comprehensive EBIT amounted to EUR 74.2 million, compared with EUR 107.1 million in 2023, a net
decrease of EUR 32.9 million compared to the previous year.
The overall result of financial operations in 2024 was negative at EUR 12.9 million, compared to EUR
-8.3 million in 2023, in relation to higher financial expenses deriving from the loans subscribed and the
discounting of the debt for the Viridis Put Option, partially offset by higher financial income obtained in
relation to the increase in the rates of return on liquidity. The previous year also included income from
the rescheduling of the loan granted to APL by MISE.
Earnings before taxes , that do not include the result of the companies accounted for using the equity
method, and income and expenses deriving from the measurement of equity investments, amounted
to EUR 61.3 million, down compared to EUR 98.8 million in 2023.
Income taxes, amounting to EUR 23.4 million, fell by EUR 0.2 million compared to 2023, in relation to
lower taxable income.

Financial Report as at 31 December 2024 | page 29

| FNM Group

The profit/(loss) of companies valued by the equity method recorded a profit of EUR 13.2 million,
compared with a profit of EUR 6.4 million in 2023, mainly due to the trend in the result of the investees
Trenord and APL. This item is broken down as follows:

Amounts in EUR thousands | 2024 | 2023 | Change
Trenord S.r.l. * | 10,673 | 8,335 | 2,338
Autostrada Pedemontana Lombarda | 2,123 | (2,895) | 5,018
Tangenziali Esterne di Milano S.p.A. ** | (2,255) | (2,127) | (128)
NORD ENERGIA S.p.A. in liquidation | 979 | 563 | 416
DB Cargo Italia S.r.l. | 1,065 | 1,360 | (295)
Omnibus Partecipazioni S.r.l. *** | 759 | 1,332 | (573)
NordCom S.p.A. **** | 220 | 580 | (360)
Busforfun.Com S.r.l. | — | (447) | 447
Mbility S.r.l. | (137) | — | (137)
SportIT | (151) | (343) | 192
Profit/Loss of companies measured with the equity method | 13,276 | 6,358 | 6,918
* includes the result of TILO SA |  |  |
** includes the result of Tangenziale Esterna S.p.A. |  |  |
*** includes the result of ASF Autolinee S.r.l. |  |  |
****includes the result of Nordcom until 14 July 2024. Following the purchase of 42% of the share capital, FNM holds control and the company is therefore fully consolidated from 15 July 2024.

For more information on the results of the investees Trenord and APL, please refer to section 9.5 "Main
investee companies", in the chapters dedicated to Trenord and APL, respectively.
Income/expenses arising from the valuation of equity investments are attributable for EUR 9.7
million to the valuation performed on the investee APL following the change in the percentage of
ownership from 36.66% to 25.85%, due to the non-subscription of the share capital increase resolved
by the Shareholders' Meeting on 27 November 2024, partially offset by the impairment test performed.
In the FY 2024, as in the comparative year 2023, there were no profits from discontinued operations.
The consolidated net result for 2024 was a profit of EUR 60.9 million, versus a profit of EUR 81.6
million in 2023, due to the effects described above.
8.2 RECLASSIFIED STATEMENT OF FINANCIAL POSITION
Below is the reclassified Statement of Financial Position as at 31 December 2024, compared with that
as at 31 December 2023.
Please note that, in order to improve the representation of balance sheet trends, as of the first quarter
of 2022 the net financial position for funded investments includes only the funded investment items
(cash and financial payables) relating to the "Rolling Stock Purchase Programme for the regional rail
service for the years 2017 - 2032 and integration of supplies of the rolling stock purchase programme
as per Regional Government Decree no. X/4177 of 16/10/2015" (hereinafter the "2017 - 2032 Rolling
Stock Programme"), illustrated in detail in paragraph 6.1.2. Likewise, in net working capital, the items
"Other receivables - Rolling Stock 2017 - 2032", "Receivables for funded investments - Rolling Stock

Financial Report as at 31 December 2024 | page 30

| FNM Group

2017 - 2032" and "Trade payables - Rolling Stock 2017 - 2032", again relating to funded investments in
the renewal of rolling stock, have been shown separately.

Amounts in EUR millions | 31/12/2024 | 31/12/2023 | Change
Inventories | 15.7 | 13.1 | 2.6
Trade receivables | 143.1 | 171.0 | (27.9)
Other current receivables | 127.5 | 95.9 | 31.6
Current financial assets | 4.7 | 3.3 | 1.4
Receivables for funded investments | 117.3 | 49.2 | 68.1
Current contract assets | 23.9 | 10.5 | 13.4
Trade payables | (361.5) | (220.2) | (141.3)
Other current payables and current provisions | (157.5) | (152.1) | (5.4)
Operating Net Working Capital | (86.8) | (29.3) | (57.5)
Other receivables - Rolling Stock 2017 - 2032 | 4.5 | 41.2 | (36.7)
Receivables for funded investments – Rolling Stock 2017-2032 | 128.0 | 161.6 | (33.6)
Trade payables – Rolling Stock 2017-2032 | (182.3) | (293.5) | 111.2
Net Working Capital – Funded Investments | (49.8) | (90.7) | 40.9
Net Working Capital – Total | (136.6) | (120.0) | (16.6)
Fixed assets | 947.5 | 808.5 | 139.0
Equity investments | 188.0 | 173.7 | 14.3
Non-current receivables and contract assets | 151.0 | 189.3 | (38.3)
Non-current payables | (41.0) | (36.7) | (4.3)
Provisions | (83.3) | (88.8) | 5.5
NET INVESTED CAPITAL | 1,025.6 | 926.0 | 99.6
Own funds | 410.5 | 376.2 | 34.3
Adjusted Net Financial Position: Debt/ (Cash) | 668.5 | 642.8 | 25.7
Net Financial Position for funded investments (Cash) | (53.4) | (93.0) | 39.6
Total Net Financial Position Debt/ (Cash) | 615.1 | 549.8 | 65.3
TOTAL SOURCES | 1,025.6 | 926.0 | 99.6

Net operating working capital, net of changes for funded investments, decreased by EUR 57.6 million
as a result of the following changes:
• trade receivables decreased by EUR 27.9 million, mainly due to the decrease in gross receivables
from related parties, for fees invoiced to Trenord for locomotive rental and administrative
services, as well as the decrease in receivables from interconnected motorway companies ; these
effects are partially offset by higher receivables related to design services for the maintenance of
the railway infrastructure to be charged back to Regione Lombardia;
• other current receivables were up by EUR 31 .6 million due to (i) the rise in advances paid
against the start-up of new job orders for the extraordinary maintenance of the railway
infrastructure and other rolling stock (+EUR 16.9 million) (ii) the increase in receivables for current
taxes, deriving from higher advances paid with respect to taxes accrued for the year;
• receivables for funded investments and current contract assets grew by EUR 68.1 million and
EUR 13.4 million respectively, in connection with the progress of funded railway infrastructure
orders;
• trade payables increased by EUR 141.3 million in connection with higher payables for
investments to modernise railway infrastructure and other rolling stock and for investments made
with own funds.
As concerns net working capital for funded investments:
• Other receivables – Rolling Stock 2017-2032, amounting to EUR 4.5 million, fell by EUR 36.7
million in connection with the uses in the year due to the progress of orders;
• receivables for funded investments – Rolling Stock 2017-2032 decreased by EUR33.6 million
due to the collection of grants for the period amounting to EUR 257.4 million, higher than the
recognition of the portion of accrued revenues corresponding to the funded investments made
and measured according to the percentage of completion for the period, amounting to EUR 220.8
million;

Financial Report as at 31 December 2024 | page 31

| FNM Group

• trade payables - Rolling Stock 2017 - 2032 decreased due to lower cumulative progress on
orders at the end of the year; payments made during the year amounted to EUR296.7 million
(EUR275.0 million in 2023). These investments were paid with the available funds allocated by
Regione Lombardia, excluded from the Adjusted NFP .
The item fixed assets comprises mainly tangible assets of EUR 566.8 million, of which EUR 328.2
million pertain to rolling stock, intangible assets for EUR 319.0 million, of which EUR 276.8 million
relating to the motorway infrastructure freely revertible to the Grantor (MIMS), goodwill deriving from
the acquisition of Viridis and Nordcom of EUR 39.4 million and rights of use of EUR 22.3 million.
The increase in tangible and intangible assets is attributable mainly to the consolidation as of 23
February 2024 of the subsidiary Viridis in the amount of EUR 91.1 million and EUR 33.5 million,
respectively. More in detail, the subsidiary contributed the following to the consolidated property, plant
and machinery: photovoltaic plants for EUR 47.2 million, biogas plants for EUR 9.5 million, land and
buildings for EUR 9.5 million, and work in progress on photovoltaic plants for EUR 24.5 million.
The value of equity investments increased by EUR 14.3 million due to the positive result for the year
contributed by the companies accounted for using the equity method, amounting to EUR 13.3 million,
and the investments made, amounting to EUR 3.0 million. These effects are partially offset by dividends
distributed by the investee companies Nord Energia in liquidation and Omnibus , amounting to EUR 3.0
million, as well as by other changes in the statement of comprehensive income, amounting to EUR 0.8
million.
Non-current receivables include contractual assets arising from investments made on the motorway
network up to 31 December 2024, amounting to EUR 38.2 million, but not yet entered into operation or
not yet recognised in the tariff; loans to investees amounting to EUR 69.2 million, up EUR 9.9 million,
plus deferred tax assets of EUR 34.2 million.
Provisions include primarily non-current provisions related to cyclical maintenance, the Motorway
Infrastructure Renewal Fund and post-employment benefits.
Below is the breakdown of the Group's Net Financial Position as at 31 December 2024, compared with
31 December 2023.
In order to better represent the ability to generate cash as well as the Group NFP, an adjusted NFP was
also calculated, which excludes the effects deriving from adoption of IFRIC 12, for investments in
Rolling Stock 2017-2032 of the subsidiary FERROVIENORD:

Amounts in EUR millions | 31/12/2024 | 31/12/2023 | Change
Liquidity | (442.7) | (302.3) | (140.4)
Current financial debt | 317.1 | 178.0 | 139.1
Net current financial position: Debt/(Cash) | (125.6) | (124.3) | (1.3)
Non-current financial debt | 794.1 | 767.1 | 27.0
Adjusted Net Financial Position: Debt/(Cash) | 668.5 | 642.8 | 25.7
Net Financial Position for funded investments: Debt/(Cash) | (53.4) | (93.0) | 39.6
Net Financial Position: Debt/(Cash) | 615.1 | 549.8 | 65.3

As at 31 December 2024, the total Net Financial Position was EUR 615.1 million, compared to a balance
of EUR 549.8 million as at 31 December 2023.
Isolating the amount relating to funded investments (EUR 53.4 million), the Adjusted Net Financial
Position was EUR 668.5 million, compared to a balance of EUR 642.8 million at 31 December 2023.
Please also note that as at 31 December 2024 the Group had liquidity headroom of around EUR
140million in uncommitted lines.

Financial Report as at 31 December 2024 | page 32

| FNM Group

The adjusted net financial position reflects the cash flow changes in the reference year:

Amounts in EUR millions | 31/12/2024 | 31/12/2023
Adjusted EBITDA | 220.5 | 211.4
Tax paid | (34.1) | (30.9)
Financial expenses/income | (11.9) | (9.3)
Cash flow from operations - FFO | 174.5 | 171.2
Change NWC | 5.0 | 6.4
Operating cash flow | 179.5 | 177.6
Gross investments paid with own funds | (88.2) | (47.3)
Motorway infrastructure investments paid with own funds | (32.9) | (23.9)
Change in NWC – Investments with own funds | 21.6 | (30.0)
Investments hydrogen rolling stock | (31.4) | —
Change NWC investments hydrogen rolling stock | 26.0 | —
Funded investments – Railway infrastructure | (385.5) | (195.3)
Change in NWC – Funded investments for railway infrastructure | 109.9 | 48.2
Public grants collected – Own funds | 10.6 | 4.6
Collection of hydrogen rolling stock investment funding | 24.0 | —
Collection of railway infrastructure investment funding | 341.0 | 221.3
Collection of motorway infrastructure investment funding | 22.1 | 8.9
Available cash flow | 196.7 | 164.1
Dividends – cash-in | 3.0 | 4.6
Time Deposit collections | — | 6.8
Investments in other equities | (3.0) | —
Acquisition of equity investments net of cash held | (64.3) | (1.3)
Loan disbursement to investees | (2.8) | (3.0)
Loan repayment by investees | 0.1 | 6.9
Financial investments | 0.8 | —
Divestments | 0.3 | 6.1
Cash flow before dividend payments | 130.8 | 184.2
Dividends – cash-out | (10.0) | (10.0)
Net cash flow | 120.8 | 174.2
PFN Rettificata (Debito/-Cassa) INIZIALE 01.01 | 642.8 | 766.9
Net cash flow | (120.8) | (174.2)
Recognition of Viridis financial debt | 62.4 | —
Recognition of Viridis Put Option and Earn Out | 51.8 | —
Other changes in financial payables | 21.7 | 47.3
IFRS 16 effect | 10.6 | 2.8
Total change in NFP | 25.7 | (124.1)
PFN Rettificata (Debito/-Cassa) FINALE 31.12 | 668.5 | 642.8

The available cash flow for the year was positive at EUR 196.7 million and resulted from operations as
well as from advances received of investment grants net of payments made during the year.
The operating cash flow from operations was positive by EUR 179.5 million, due to the adjusted
EBITDA of EUR 220.5 million, which was partly negatively impacted by the payment of taxes and
financial interest.
During the year, net investments paid, both with own funds and on funded railway infrastructure,
totalled roughly EUR 17.1 million (compared to EUR 13.6 million in 2023).
The net cash flow for the period, positive by EUR 120.8 million, was greatly influenced by the cash
outflow related to (i) the purchase of the 80% stake in Viridis, for EUR 80.0 million, net of the cash held
by the subsidiary Viridis, amounting to EUR 26.5 million, which resulted in a net cash outflow of EUR
53.5 million; (ii) the acquisition of companies operating in the energy sector by Viridis, after entering the
consolidation area, for EUR 2.5 million.

Financial Report as at 31 December 2024 | page 33

| FNM Group

The adjusted Net Financial Position also reflects the amounts arising from: (i) the change in the scope of
consolidation due to the recognition of bank debt and financial liabilities related to the acquired scope;
and (ii) the recognition of the liability for the put option granted to minority shareholders and the
contractualised earn-out portion.
The item "Other changes in financial payables" includes the portion of grants received in advance with
respect to the progress of the orders, shown under the item "Receipt of railway infrastructure
investment financing".
Existing loans at the date of approval of the financial statements
• FNM Loan - European Investment Bank ("EIB")
On 21 December 2017, the FNM Board of Directors approved the signing of a loan with EIB to
guarantee the financial coverage of the investment totalling EUR 95.1 million for purchase of nine 6-
body electric trains to be used for the development and enhancement of the cross-border services
connected with the opening of the Monte Ceneri base tunnel. The contract signed with the EIB makes
provision for the commitment to grant FNM financial resources for a maximum amount of EUR 50.0
million, and in any event not exceeding 50% of the cost of acquiring the rolling stock. The funding was
fully utilised in the course of 2020. In particular, on 20 March 2020, the first tranche of EUR 10.0 million
was used, and on 12 October 2020 the second tranche of EUR 40.0 million was drawn down. The first
tranche of the loan has a fixed rate of 0.377%, with six-year maturity and repayment plan in constant
annual instalments with the first due date on 1 February 2021.
The second tranche of the loan has a fixed rate of 0.446%, with six-year maturity and repayment plan in
constant annual instalments with the first due date on 12 October 2021. The financial covenants
calculated on the Group's consolidated financial statements (annual and half-year), amended as of the
monitoring date of 31 December 2021 to take into account the MISE acquisition transaction, are as
follows:
• NFP/Shareholders’ Equity ≤ 4.5 at the calculation dates of 31 December 2021 and 30 June 2022, ≤
3.5 at the calculation dates of 31 December 2022 and 30 June 2023, ≤ 3.0 at the calculation dates
of 31 December 2023 and 30 June 2024, ≤ 2.5 for subsequent calculation dates;
• NFP/EBITDA ≤ 5.85;
• EBITDA/Financial expenses ≥ 5.77.
At the closing date of 31 December 2024 all financial covenants were met.
As at 31 December 2024, the remaining amount to be repaid is EUR 16.8 million.
• FNM bridge loan - Banca Intesa Sanpaolo
On 19 February 2024, FNM signed a bridge loan agreement ("Bridge") for the acquisition of a majority
stake (80%) in the capital of Viridis Energia S.p.A..
The main terms of the Bridge are as follows:
• amount: EUR 85.0 million ;
• expiry date: 12 months from the date of signing the Bridge; in February 2025, the option to extend
the maturity date for a period of 6 months was exercised;
• purpose: to cover the needs associated with the acquisition transaction and related expenses;
• method of use: in a lump sum with bullet reimbursement on the expiry date;
• interest: variable and equal to the sum of the 3-month Euribor rate and margin, with an initial
margin of 0.90% per annum until the 6th month, and then subject to quarterly increments as
follows
◦ 7 – 9 months: 1.50% p.a;
◦ 10 – 12 months: 2.10% p.a;
◦ 13 – 15 months: 2.70% p.a;
◦ 16 – 18 months: 3.30% p.a;
• fees:
◦ upfront fee of 0.25% on the Bridge amount, to be paid on a one-off basis for the
structuring of the financing;

Financial Report as at 31 December 2024 | page 34

| FNM Group

◦ ticking fee of 0.30% on the amount of the Bridge with effect from the fifteenth day
following the signing of the commitment letter until the date of conclusion of the Bridge;
◦ commitment fee equal to 33% of the initial margin on the amount of the undrawn line,
with effect from the date of the Bridge to the date of utilisation;
◦ extension fee of 0.075% on the Bridge amount, to be paid if the option to extend the final
maturity date for a period of six months is exercised;
• cases of compulsory early redemption: in line with market practice for transactions of this type,
such as, for example, issues on the capital market, change of control by Regione Lombardia, loss or
downgrade of FNM's rating below investment grade;
• representations and warranties, material events, general obligations: in line with market practice,
including pari passu, limits on the completion of extraordinary transactions except those that will
be permitted and defined, prohibition of changes in business, disclosure requirements.
On 23 February 2024 the Bridge was disbursed in full.
The financial covenants: calculated on the consolidated financial statements of the Group (annual and
half-yearly), are as follows:
• NFP/SE ≤ 3.0 at the calculation date of 30 June 2024, ≤ 2.5 for subsequent calculation dates;
• NFP/EBITDA ≤ 5.85;
• EBITDA/Financial expenses ≥ 5.77.
At the closing date of 31 December 2024 all financial covenants were met.
As at 31 December 2024, the remaining amount to be repaid is EUR 85 million.
• FNM revolving loan - Banca Intesa Sanpaolo
On 25 July 2024 FNM entered into a Revolving Credit Facility ("RCF") with Banca Intesa Sanpaolo S.p.A. for
a maximum amount of EUR 40.0 million .
The main terms and conditions of the RCF are set out below:
(i) expiry date: 24 months from the date of signature of the RCF;
(ii) purpose: covering general liquidity needs;
(iii) Method of use: in several tranches, on a revolving basis, with a duration of 3 or 6 months at the
choice of FNM;
(iv) repayment: by the expiry date of the relevant use, unless renewed for a similar period of 3 or 6
months;
v) interest: variable and equal to the sum of Euribor and margin of 0.90% per annum;
(vi) fees:
– Commitment fee equal to 33% of the margin on the amount of the undrawn line, commencing
from the date the RCF is entered into until 3 months after the maturity date;
– Upfront fee of 0.25% on the RCF amount, payable on a one-off basis for the structuring of the
financing;
– Utilisation fee to be paid on amounts drawn with increasing amount according to the degree of
utilisation of the line (0.10% per annum if drawn less than 33%, 0.20% per annum if drawn less
than 66% and 0.35% per annum if drawn more than 66%);
(vii) cases of compulsory early redemption: in line with market practice for transactions of this type,
such as, for example, change of control by Regione Lombardia, loss or downgrade of FNM's rating
below investment grade;
(viii) representations and warranties, material events, general obligations: in line with market
practice, including pari passu, limits on the completion of extraordinary transactions other than
those that will be permitted and defined, prohibition of change of business, disclosure
requirements.
The financial covenants: calculated on the consolidated financial statements of the Group (annual and
half-yearly), are as follows:

Financial Report as at 31 December 2024 | page 35

| FNM Group

• NFP/SE ≤ 3.0 at the calculation date of 30 June 2024, ≤ 2.5 for subsequent calculation dates;
• NFP/EBITDA ≤ 5.85;
• EBITDA/Financial expenses ≥ 5.77.
At the closing date of 31 December 2024 all financial covenants were met.
As at 31 December 2024, the remaining amount to be repaid is EUR 35 million.
• MISE Funding
As at the date of this report, the Group, through its subsidiary MISE, has the following outstanding bank
loans:
1) Loan from a pool of financial institutions (Intesa San Paolo, former UBI Banca and Banco BPM)
underwritten on 13 December 2010 for a total of EUR 90 million with a duration of 15 years.
The loan has been fully drawn down and its interest rate is equal to the 6-month Euribor (without floor)
plus a margin of 2%.
The financial covenants are as follows:
• NFP/Shareholders' equity ≤ 2
• NFP/EBITDA ≤ 5.
As at 31 December 2024, the remaining amount to be repaid is EUR 7.5 million.
2) Loan from a pool of financial institutions (BNL and MPS) underwritten on 13 December 2010 for a
total of EUR 150 million with a duration of 15 years.
The loan has been fully drawn down and its interest rate is equal to the 6-month Euribor (without floor)
plus a margin of 2.25%.
The financial covenants are as follows:
• NFP/Shareholders' equity ≤ 2
• NFP/EBITDA ≤ 5.
As at 31 December 2024, the remaining amount to be repaid is EUR 12.5 million.
3) Loan from BPER, former Banca Carige (brokered by the European Investment Bank) underwritten on
2 March 2012 for a total of EUR 20 million with a duration of 13 years. The loan has been fully drawn
down and has a fixed interest rate of 3.617%. It has no financial covenants.
As at 31 December 2024, the remaining amount to be repaid is EUR 2 million.
4) Loan from a pool of financial institutions (Intesa Sanpaolo, UBI Banca, Banco BPM, Unicredit and
BNL) underwritten on 18 December 2019 for a total of EUR 150 million with a duration of 7 years.
The loan has been fully drawn down and its interest rate is equal to the 6-month Euribor (without floor)
plus a margin of 1.80%.
The financial covenants are as follows:
• NFP/Shareholders' equity ≤ 2
• NFP/EBITDA ≤ 4.
As at 31 December 2024, the remaining amount to be repaid is EUR 50 million.
5) On 2 December 2022, a bilateral loan was underwritten with Intesa Sanpaolo for an amount of EUR
4.7 million, aimed at supporting the project to build 5 hydrogen fuelling stations on motorway sections
under concession.
The subscription of the new facility was required because the underlying project provides that, in order
to access the grant from the European Commission, it must be co-financed by a loan from a Financial
Intermediary, for at least 10% of the total amount of the initiative.
The loan taken out provides for straight-line principal amortisation starting on 30 June 2024 and ending
on 31 December 2026, the final repayment date of the loan. The loan has been fully drawn down on 20
November 2023 and its interest rate is equal to the 6-month Euribor (without floor) plus a margin of
2.35%. It has no financial covenants.

Financial Report as at 31 December 2024 | page 36

| FNM Group

As at 31 December 2024, the remaining amount to be repaid is EUR 3.16 million .
The loans referred to in points 1 to 5 were in compliance with all the covenants as at the calculation
date of 31 December 2024.
• Viridis Energia Group Loans
VBIO1 S.r.l.
1) Loan agreement with BPM S.p.A. signed on 9 Novmber 2022 for a total amount of EUR 3.7 million ,
composed as follows
1. Basic Line: EUR 3.1 million , fully disbursed, provides for an annual interest rate comprised of 6-
month Euribor plus a margin of 2.15% with 70% hedging and a final repayment date of 30 June
2027;
2. Working Capital Line: EUR0.2 million , fully disbursed, provides for an annual interest rate
comprised of the 6-month Euribor plus a margin of 1.85% and a final repayment date of 31
December 2026;
3. DSR Line: EUR0.4 million , not yet disbursed, provides for an annual interest rate comprised of
the 6-month Euribor plus a margin of 2.15% and a final repayment date of 30 June 2027.
The loan agreement provides for the following financial covenants:
• Distribution covenant:
◦ DSCR: 1.20 x
◦ LLCR: 1.20 x
◦ D/E: 80/20
• Default covenant:
◦ DSCR: 1.05 x
◦ LLCR: 1.10 x
◦ D/E: 80/20
As at 31 December 2024, the remaining amount to be repaid on the three lines is EUR 2.1 million .
2) Loan agreement with BPM S.p.A. signed on 9 November 2022 by VBIO2 S.r.l. (merged by
incorporation into the company VBIO1 S.r.l.) for a total amount of EUR 3.25 million, composed as
follows:
1. Basic Line: EUR 2.65 million , fully disbursed, provides for an annual interest rate comprised of
6-month Euribor plus a margin of 2.15% with 70% hedging and a final repayment date of 30
June 2027;
2. Working Capital Line: EUR0.2 million , fully disbursed, provides for an annual interest rate
comprised of the 6-month Euribor plus a margin of 1.85% and a final repayment date of 31
December 2026;
3. DSR Line: EUR0.4 million , not yet disbursed, provides for an annual interest rate comprised of
the 6-month Euribor plus a margin of 2.15% and a final repayment date of 30 June 2027.
The loan agreement provides for the following financial covenants:
◦ Distribution covenant:
▪ DSCR: 1.20 x
▪ LLCR: 1.20 x
▪ D/E: 80/20
◦ Default covenant:
▪ DSCR: 1.05 x
▪ LLCR: 1.10 x
▪ D/E: 80/20
As at 31 December 2024, the remaining amount to be repaid on the three lines is EUR 2.0 million .
VRD 28.1 S.r.l.

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| FNM Group

1) Loan agreement with BPER S.p.A. signed on 20 September 2022 by VRD 25.5 S.r.l. (merged by
incorporation into the company VRD 28.1 S.r.l.) for a total amount of EUR19.96 million , composed as
follows:
1. Basic Line: EUR 17.23 million, fully disbursed, provides for an annual interest rate comprised of
6-month Euribor plus a margin of 1.90% with 75% hedging and a final repayment date of 31
December 2031;
2. Construction Line: EUR1.22 million , not disbursed, provides for an annual interest rate
comprised of the 6-month Euribor plus a margin of 1.90% and a final repayment date of
31December 2031;
3. DSR Line: EUR1.5 million , not yet disbursed, provides for an annual interest rate comprised of
the 6-month Euribor plus a margin of 2.15% and a final repayment date of 31December 2031.
The loan agreement provides for the following financial covenants:
◦ Distribution covenant:
▪ DSCR: 1.15 x
▪ D/E: 85/15
◦ Default covenant:
▪ Historical DSCR: 1.05 x
▪ Prospective DSCR: 1.10 x
▪ D/E: 85/15
As at 31 December 2024, the remaining amount to be repaid on the three lines is EUR 12.7 million .
2) Loan agreement with BPER S.p.A. signed on 17 June 2022 by VRD 1 S.r.l. (merged by incorporation
into the company VRD 28.1 S.r.l.) for a total amount of EUR7.37 million , composed as follows:
1. Basic Line: EUR 6.2 million , fully disbursed, provides for an annual interest rate comprised of 6-
month Euribor plus a margin of 2.30% with 80% hedging and a final repayment date of 30 June
2038;
2. VAT Line: EUR0.85 million , disbursed for EUR 0.81 million, provides for an annual interest rate
comprised of the 6-month Euribor plus a margin of 1.50% and a final repayment date of
31December 2025;
3. DSR Line: EUR0.32 million , not yet disbursed, provides for an annual interest rate comprised of
the 6-month Euribor plus a margin of 2.40% and a final repayment date of 30 June 2038.
The loan agreement provides for the following financial covenants:
◦ Distribution covenant:
▪ DSCR: 1.15 x
▪ D/E: 85/15
◦ Default covenant:
▪ Historical DSCR: 1.05 x
▪ Prospective DSCR: 1.10 x
▪ D/E: 85/15
As at 31 December 2024, the remaining amount to be repaid on the three lines is EUR 6.1 million .
The loans referred to in points 1 to 2 above of both subsidiaries have complied with all the covenants
as at the calculation date of 31 December 2024.
• Bond loan
On 13 October 2021, FNM successfully completed the placement of a non-convertible senior unsecured
bond for EUR 650 million, with a duration of 5 years. The bond represents the inaugural issue under
the Euro Medium Term Non-Convertible Note Programme (the "EMTN Programme") of up to EUR 1 billion,
the establishment of which was approved by the FNM Board of Directors on 16 September 2021. The
Bond was offered for subscription to Italian and foreign institutional investors in accordance with
current regulations (except for limitations relating to certain countries, including the United States of
America) and is listed on the regulated market of the Irish Stock Exchange – Euronext Dublin. The

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| FNM Group

settlement of the issue took place on 20 October 2021. The securities were placed at an issue price of
99.824% and have a fixed rate with an annual coupon of 0.75% and an annual yield of 0.786%,
corresponding to a spread of 88 basis points with respect to the mid-swap reference rate. The securities
representing the bond have been assigned a Baa3 rating by Moody’s and a BBB- rating by Fitch, which
was upgraded to BBB at the end of 2021, in line with those of the issuer.
The proceeds of the bond loan were used for the early repayment of the outstanding debt assumed in
connection with the acquisition of MISE, maturing in early 2022, and to maintain adequate levels of
liquidity to meet operating and investment needs.
The third coupon of EUR 4.875 million was settled on 20 October 2024.
The Company is committed to defining the most suitable financial structure to guarantee the
repayment of the bond at maturity, also considering the evolution of the investments envisaged in the
2024-2029 Strategic Plan.
8.3 INVESTMENTS
Investments in the year amounted to a total of EUR 759.4 million compared to the EUR 554.7 million of
the previous year.
In particular, investments made with own funds by the FNM Group gross of collections of the
consideration for construction services attributable to the year globally amount to EUR 121.7 million,
compared to EUR 72.1 million in the previous year, and are itemised as follows:
• investments in the Motorways segment for EUR 38.4 million (EUR 26.5 million in 2023), mainly
attributable to revertible assets realised on motorway infrastructure for EUR 32.9 million (EUR 23.9
million in 2023) and other investments for EUR 5.6 million(EUR 2.6 million in 2023);
• investments classified in the Railway Infrastructure segment of EUR 16.3 million (EUR 5.7 million
in 2023), mainly attributable to investments in the expansion of the Sacconago Terminal (EUR 10.2
million) and plant and machinery for railway infrastructure maintenance;
• investments in the Energy segment for the construction of plants of EUR 35.7 million;
• investments relating to the Ro.S.Co. for EUR 21.1 million (EUR 18.0 million in 2023) , of which in
rolling stock leased to Trenord and DB Cargo for EUR 13.4 million, which mainly refer to the
advance paid for the supply of 13 Caravaggio trainsets, the revamping and refurbishment of TAF
rolling stock, cyclical maintenance of CORADIA, TAF, TSR and E483 locomotives, and the
modernisation of DE520 locomotives;
• investments in the Mobility and Services segment of EUR 10.2 million (EUR 21.9 million in 2023),
mainly attributable to the purchase of 32 buses, of which 13 electric buses .
The investments financed gross of contributions collected and managed by the FNM Group in 2024 ,
on behalf of Regione Lombardia, in accordance with the Programme Agreement and the Service
Contract include:
• Investments in Railway Infrastructure of EUR 268.0 million (EUR 134.7 million in 2023) relating
to the modernisation of railway infrastructure;
• Investments in airport rolling stock and cyclical maintenance on financed rolling stock
amounting to EUR 117.5 million (EUR 60.6 million in 2023);
• Investments in hydrogen-powered airport rolling stock of EUR 31.4 million (not present in
2023);
• Investments for the renewal of 2017-2032 rolling stock for EUR 220.8 million (EUR 287.3 million
in 2023). Please note that these investments do not contribute to the determination of the
Adjusted NFP.
As far as rolling stock is concerned, the following were delivered during 2024:
– 18 "Caravaggio" type (EMU) high-capacity trains;
– 8 "Donizetti" type (EMU) high-capacity trains;

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| FNM Group

– 5 “Colleoni” diesel trains;
– 11 Marshall Plan "Donizetti" type (EMU) high-capacity trains;

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| FNM Group

9 OPERATING PERFORMANCE OF BUSINESS SECTORS
The following table shows the economic performance of the consolidated business segments in the two
years in question, before intercompany eliminations:

2024 PRO-FORMA
Amounts in EUR millions | Motorways | Railway infrastructure | Energy | Ro.S.Co. | Mobility and Services | Eliminatio ns | Total
Revenues from third parties | 307.7 | 128.5 | 21.5 | 64.3 | 121.1 | — | 643.1
Intercompany revenues | 3.6 | 6.8 | — | 22.9 | 4.8 | (38.1) | —
Revenues from construction services net of funded investment costs | — | 10.0 | — | 0.3 | — | — | 10.3
Segment revenues | 311.3 | 145.3 | 21.5 | 87.5 | 125.9 | (38.1) | 653.4
Adjusted EBITDA | 156.0 | 7.2 | 13.8 | 34.1 | 10.9 | — | 222.0
Adjusted EBITDA % | 70% | 3% | 6% | 15% | 5% | —% |
EBITDA | 156.0 | 7.2 | 13.8 | 24.2 | 10.9 | — | 212.1
EBITDA % | 74% | 3% | 7% | 11% | 5% | —% |
EBIT | 77.0 | 2.5 | 4.3 | (8.1) | (1.5) | — | 74.2

2023 PRO-FORMA
Amounts in EUR millions | Motorways | Railway infrastructure | Energy | Ro.S.Co. | Mobility and Services | Eliminatio ns | Total
Revenues from third parties | 294.8 | 143.2 | 19.1 | 66.7 | 106.6 | — | 630.4
Intercompany revenues | 2.4 | 7.0 | — | 16.5 | 0.9 | (26.8) | —
Revenues from construction services net of funded investment costs | — | 6.8 | — | — | — | — | 6.8
Segment revenues | 297.2 | 157.0 | 19.1 | 83.2 | 107.5 | (26.8) | 637.2
Adjusted EBITDA | 153.6 | 6.3 | 9.6 | 44.7 | 6.8 | — | 221.0
Adjusted EBITDA % | 70% | 3% | 4% | 20% | 3% |  |
EBITDA | 153.6 | 6.3 | 9.6 | 43.9 | 6.8 |  | 220.2
EBITDA % | 70% | 3% | 4% | 20% | 3% |  |
EBIT | 91.7 | 3.7 | 2.4 | 12.2 | (2.9) |  | 107.1

As a result of the extraordinary transactions described above, the Ro.S.Co. segment also includes the
values of the activities of NordCom S.p.A., while the values of the activities of Viridis Energia S.p.A. are
reported in the 'Energy' segment.

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| FNM Group

9.1 MOBILITY INFRASTRUCTURE

Amounts in EUR millions | 2024 | 2023 | Chg | Chg %
Total revenues | 456.6 | 454.2 | 2.4 | +0.5%
Adj. EBITDA | 163.2 | 159.9 | 3.3 | +2.1%
EBIT | 79.5 | 95.4 | (15.9) | -16.7%

Below is a more detailed examination of the individual operating sectors:
9.1.1 MOTORWAYS
Traffic and tariff trends

Paying traffic |  | 2024 | 2023 | Chg %
Light vehicles | mln vehicle-km | 2,595.3 | 2,534.5 | +2.4%
Heavy vehicles | mln vehicle-km | 633.2 | 621.2 | +1.9%
Total | mln vehicle-km | 3,228.5 | 3,155.7 | +2.3%

The table above shows that traffic volumes recorded a generalised increase in 2024, also benefiting
from the conventional route adjustment of North Ring Road on 1 March 2023, following the opening to
traffic of the upgraded S.P. 46 Rho-Monza.
The A7 motorway, which accounts for about 50% of traffic volumes, recorded an increase of 2.56%,
slightly above the average for the concession network. A52 North Ring Road achieved the best result
among Milan's ring roads, with an increase of 2.77%, due to the use of the Rho-Monza junction to avoid
the urban section of the A4. The West Ring Road saw a 2.45% increase in traffic compared to 2023,
despite its maximum vehicular flow capacity during certain hours of the day.
Looking at the monthly evolution of the paying traffic, it can be seen that the traffic trend can be
divided into two periods: in the first quarter of the year, there is a significant increase in vehicle
kilometres, attributable to the adjustment of the conventional mileage of the North Ring Road, which
took place from 1 March 2023 and the extra day in February as the year 2024 was a leap year; while in
the following period, the comparison with 2023 is based on equivalent mileage values for all the
sections, therefore, the result replicates the traffic trend.
In 2024, the total number of accidents recorded on the concession network decreased by 3.4%
compared to 2023. There were 4 fatal accidents (1 in 2023). The accident rate, calculated as the number
of accidents per 100 million vehicle-km, stood at 54.4 in the period, a decrease of 3.2 points compared
to 57.6 in 2023.

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| FNM Group

With regard to the preliminary analysis concerning the 2024 tariff adjustment, it should be noted that
by virtue of the regulatory provision included in the “Milleproroghe” Decree Law of 28 December 2023
and the communication sent by the Grantor, MISE's motorway tariffs were adjusted by 2.3% as of 1
January 2024.
As far as the 2025 tariff adjustment is concerned, the granting authority confirmed the orientation that
there are no prerequisites for the recognition of tariff changes with respect to motorway
concessionaires with an expired regulatory period. Therefore, as of 1 January 2025, there was no
adjustment of the average unit tariff applicable to users. This is subject, in any case, to compliance with
the principle of financial equivalence on the occasion of the next update of the Economic and Financial
Plan.
Economic performance

Amounts in EUR millions | 2024 | 2023 | Chg | Chg %
Toll revenues | 282.5 | 271.0 | 11.5 | +4.2%
Other revenues | 28.8 | 26.2 | 2.6 | +9.9%
Total revenues | 311.3 | 297.2 | 14.1 | +4.7%
Adj. EBITDA | 156.0 | 153.6 | 2.4 | +1.6%
Adj. EBITDA % | 50.1% | 51.7% |  |
EBIT | 77.0 | 91.7 | (14.7) | -16.0%

Revenues amounted to EUR 311.3 million, up EUR 14.1 million compared to 2023. The improvement is
mainly driven by the increase in toll revenues (EUR +11.5 million) due to the 2.3% tariff increase as of 1
January 2024 and the positive traffic trend. Other revenues increased by EUR 2.6 million compared to
2023, mainly due to higher revenues from planning, compensation for motorway damage following
accidents, and royalties on sales of oil and food products, which more than offset the recognition of the
tax credit received in 2023 for the electricity bonus.
Adjusted EBITDA for the period was EUR 156.0 million, up EUR 2.4 million on 2023, due to the revenue
trend and higher costs (EUR 11.7 million). The latter are, however, the result of varying trends across
the different cost items, which are also influenced by net changes in provisions, as described below.
Maintenance costs on the motorway infrastructure decreased by EUR 9.0 million compared to 2023,
mainly due to the completion of non-recurring works - in particular those on the Po viaduct and the
Zerbolò integrated barrier completed in 2023 - only partially offset by the increase in works on
pavements for the recovery of activities not carried out in 2023, by higher restoration works made
necessary as a result of bad weather damage and higher costs for equipment due to the upgrading of
cameras and lighting in service areas. The change in the provision for renovation is negative for EUR
13.8 million due to the effect of the lower net utilisation in line with the renovations carried out (2023
included utilisations related to the work on the Po bridge and the integrated barrier at Zerbolò).
Other operating costs showed an increase of EUR 3.0 million, mainly related to the increase in
variable costs resulting from the rise in tolls (including concession and sub-concession fees and
collection commissions), higher expenses incurred for the ASECAP event held in May, and greater costs
related to IT fees and insurance premiums. These changes were partially offset by the greater release
of the provision for delayed maintenance authorised by the MIT (a fund set aside in previous years for
less maintenance performed with respect to the corresponding forecasts of the current EFP, which
have been fully recovered) and the utilisation of a fund following a legal opinion on an expropriation
case on the Pavia Bereguardo job order.
Personnel costs increased by EUR 3.9 million as a result of contractual adjustments and the increase in
the workforce (+23 FTE), as well as a rise in redundancy incentive policy. The new hires are also needed
to manage new design orders and fill missing specialist skills, helping to reduce the reliance on external
contracting.
9 They include contributions arising from the Service Contract and the Programme Agreement for the rail network under
concession, as well as the consideration for the purchase of rolling stock on behalf of Regione Lombardia.

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| FNM Group

9.1.2 RAILWAY INFRASTRUCTURE
Operational data:

Mobility indicators |  | 2024 |  | Diff. %
Production capacity | Mln Trains-km | 10.6 | 10.1 | +5.0%
Use of the network |  |  |  |
- Number of trains | Trains/day | 870.0 | 780.0 | +11.5%
- Number of | Pax/day | 248,000 | 230,000 | +7.8%

In 2024, the train paths produced were 10.6 million train-km (9.3 million on the Milan Branch and 1.3
million on the Iseo Branch), an increase of 5.0% compared to 2023. This increase is due to the
resumption of service on a section of the Iseo-Brescia line from March 2024 and increases in services
on lines S12, S13, S3 and S4 of the Milan Branch.
With regard to the implementation of the rolling stock renewal programme acquired on behalf of
Regione Lombardia and provided on free loan to Trenord, 42 new trains were delivered in 2024 (58
trains in 2023).
Economic performance

Amounts in EUR millions | 2024 | 2023 | Chg | Chg %
Public contracts and grants | 96.0 | 89.0 | 7.0 | +7.9%
Revenues from network access | 26.7 | 25.8 | 0.9 | +3.5%
Lease of rolling stock | — | 21.4 | (21.4) | -100.0%
Other revenues | 22.6 | 20.8 | 1.8 | +8.7%
Total revenues | 145.3 | 157.0 | (11.7) | -7.5%
Adj. EBITDA | 7.2 | 6.3 | 0.9 | +14.3%
Adj. EBITDA % | 5.0% | 4.0% |  |
EBIT | 2.5 | 3.7 | (1.2) | -32.4%

Revenues amounted to EUR 145.3 million, down EUR 11.7 million compared to 2023. The trend is
almost entirely attributable to the absence of the item "Lease of rolling stock" due to the different
treatment of cyclical maintenance costs for rolling stock owned by Regione Lombardia following the
updating of the Trenord Service Contract, with a neutral impact at EBITDA level (rental revenues or the
associated provisions for cyclical maintenance are no longer registered). Revenues related to public
contracts and grants 9 were up by EUR 7.0 million compared to 2023: the main changes are
attributable to higher revenues from the Service Contract (EUR +8.5 million) due to increased
production, inflation adjustment and recovery of overhead costs for financed investments, partially
offset by lower revenues for design activities and cost recoveries on network initiatives (EUR -2.3
million). Revenues from network access rose by EUR 0.9 million due to the 2024 inflation adjustment
and the increase in kilometres travelled on the Milan Branch. Other revenues rose by EUR 1.8 million
due to higher insurance claims and the sale of inventory materials.
Adjusted EBITDA for the period was EUR 7.2 million, up by EUR 0.9 million compared to 2023. If the
trend is stripped of revenues from rolling stock rental and related provisions for cyclical maintenance,
EBITDA reflects the growth in revenues of EUR 9.7 million and the increase in costs of EUR 8.8 million.
Operating costs were up by EUR 4.6 million mainly due to higher design costs and technical services
outsourced to third parties for railway infrastructure maintenance activities, higher withdrawals of
stock materials related to the replacement of switches, and for shunting activities in the Sacconago
Terminal area. In particular, shunting costs are related to delays in the positioning of the overhead
contact line, which necessitated manoeuvring with diesel vehicles through an external company.
Personnel costs rose by EUR 4.2 million compared to 2023 due to the increase in the workforce (+28
FTE) and the adjustment of the national collective labour agreements.

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| FNM Group

It should be noted that the above result includes the negative contribution of the terminal business in
the amount of EUR 2.8 million (EUR -0.6 million in 2023), as it is still in the development phase. In
addition, operations in 2024 were affected by the temporary interruption of the railway line serving the
terminal and the delay in the airport's upgrading works. With the completion of the extension works
and the conclusion of the technical administrative acceptance of the extension, estimated in March/
April 2025, full operational readiness in the new configuration will be achieved. In this regard,
negotiations are currently in progress for the start of new rail traffic. The procedures for obtaining
planning permission for real estate development are also ongoing.
9.2 ENERGY
Service performance
Viridis is active in the power generation sector in Italy, with a nominal installed capacity of 69.9 MW in
solar and 2.0 MW in biogas, an increase over the previous year of about 35.1 MW due to the completion
of construction of 4 photovoltaic power plants as of December 2023 and the acquisition of a
photovoltaic plant of roughly 1 MW in June 2024.
Operational data concerning installed capacity and electricity production for the whole of 2024 and the
corresponding comparative period are provided below:

| INSTALLED CAPACITY IN OPERATION (MW) | PRODUCTION (MWh)
| 31/12/2024 | 31/12/2023 | Diff. % | 2024 |  | Diff. %
Photovoltaic plants | 69.9 | 34.8 | +100.9% | 64,433 | 49,591 | +29.9%
Biogas plants | 2.0 | 2.0 | —% | 17,294 | 16,938 | +2.1%
Total | 71.9 | 36.8 | +95.4% | 81,727 | 66,529 | +22.8%

In 2024, electricity production amounted to 81,727 MWh, of which 64,433 MWh from photovoltaic
plants and 17,294 MWh from biogas. Photovoltaic generation is up 29.9% compared to 2023 due to the
increased capacity, the effect of which is partly offset by less sunlight (-5.9% compared to the seasonal
average of the last 25 years and -3.0% compared to 2023 on a like-for-like basis) and a power limitation
imposed by the grid operator for one of the two new plants (limitation lifted as of March 2024). Energy
production from biogas plants, on the other hand, improved slightly compared to 2023 due to some
efficiency measures that avoided problems with biology in the summer months.
A breakdown is provided below of the average prices by zone and the Single National Price (PUN) for
2024 compared with 2023:

| 2024 |  | Diff. %
Italy PUN – single national electricity price | 108.4 | 127.4 | -14.9%
North Zone electricity price | 107.3 | 128.0 | -16.2%
Central North Zone electricity price | 109.3 | 128.7 | -15.1%
South Zone electricity price | 109.0 | 125.2 | -12.9%
Sardinia electricity price | 106.1 | 123.5 | -14.1%

In 2024, the PUN (Single National Price) decreased by 14.9% compared to 2023; prices by zone also
followed a broadly similar trend. The drop in energy prices reflects the Italian energy market trend
discussed in section 7.1 – Energy market trends.
However, the market price trend does not directly impact the results for the period due to the
mitigating effect deriving from fixed-price energy sales contracts in place with the traders and the
revenue base deriving from plants benefiting from the Energy Bill.
Economic performance
10 Revenues include those from administrative services to investee companies for centralised corporate activities, as well as
income from real estate management and Nordcom's IT design and technical assistance services.

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| FNM Group

Amounts in EUR millions | 2024 PRO- FORMA | 2023 PRO- FORMA | Chg | Chg %
Revenues from the sale of electricity | 12.0 | 9.8 | 2.2 | +22.4%
Other revenues | 9.5 | 9.3 | 0.2 | +2.2%
Total revenues | 21.5 | 19.1 | 2.4 | +12.6%
Adj. EBITDA | 13.8 | 9.6 | 4.2 | +43.8%
Adj. EBITDA % | 64.2% | 50.3% |  |
EBIT | 4.3 | 2.4 | 1.9 | +79.2%

Revenues in 2024 amounted to EUR 21.5 million, up by EUR 2.4 million compared to 2023. Specifically,
revenues from the sale of electricity rose by EUR 2.2 million compared to 2023. This result is due to
the higher energy production and better actual sales prices due to the absence of the compensation
paid to the GSE for the extra-profits rule (“Sostegni” Decree ter). The latter had imposed a cap on energy
prices around 57 €/MWh in 2023 and resulted in refunds of EUR 1.3 million, which are absent in 2024.
Other revenues mainly refer to subsidies received for incentive tariffs under the Energy Bill recognised
by the GSE and are substantially stable compared to 2023, in line with the trend of incentivised
production.
Adjusted EBITDA is EUR 13.8 million, an increase of EUR 4.2 million compared to 2023 due to the
revenue trend described above and lower costs of EUR 1.8 million due to the surplus of biomass in
inventory, lower overheads and lower personnel costs.
Hydrogen production will begin in 2025 with the start of the first refuelling of a train during hydrogen
train testing and homologation runs along the Brescia-Edolo line. Then the activities of selling hydrogen
and operating the mobile refuelling plant will begin.
9.3 RO.S.CO.

Amounts in EUR millions | 2024 | 2023 | Chg | Chg %
Lease of rolling stock | 46.5 | 55.2 | (8.7) | -15.8%
Other revenues | 41.0 | 28.0 | 13.0 | +46.4%
Total revenues | 87.5 | 83.2 | 4.3 | +5.2%
Adj. EBITDA | 34.1 | 44.7 | (10.6) | -23.7%
Adj. EBITDA % | 39.0% | 53.7% |  |
EBIT | (8.1) | 12.2 | (20.3) | -166.4%

Revenues for this segment amounted to EUR 87.5 million, down EUR 4.3 million compared to 2023.
Revenues from leasing of rolling stock amounted to EUR 46.5 million, down EUR 8.7 million
compared to 2023 due to the reduction in rental fees on TSR, Coradia, Tilo and CSA trains leased to
Trenord, spread over a longer time horizon in line with the expiry of the Service Contract in 2033.
Other revenues 10 increased by EUR 13.0 million compared to 2023, mainly due to the full
consolidation of Nordcom as of 15 July 2024 (+EUR 11.1 million).
Adjusted EBITDA amounted to EUR 34.1 million, down EUR 10.6 million from 2023 due to higher costs,
which more than offset higher revenues for the year. In particular, expenses increased due to the line-
by-line consolidation of Nordcom (+EUR 9.0 million), the increase in operating costs (+EUR 3.4 million)
related to IT services, consultancy, commercial expenses and employee expenses, and the increase in
personnel costs (+EUR 2.5 million) due to the growth in the average workforce (+8 FTE) and the
adjustment of the national collective labour agreement.
11 They include revenues from ticketing, train replacement services, subcontracted activities and revenues from car sharing.

Financial Report as at 31 December 2024 | page 46

| FNM Group

9.4 MOBILITY AND SERVICES
Operational data

Mobility indicators |  | 2024 | 2023 | Chg %
Passengers | million | 68.5 | 69.9 | -2.0%
- ATV | million | 64.8 | 66.2 | -2.1%
- FNMA | million | 3.7 | 3.7 | —%
LPT | mln bus/km | 23.3 | 23.5 | -0.9%
- ATV | mln bus/km | 18.8 | 19.0 | -1.1%
- FNMA | mln bus/km | 4.5 | 4.5 | —%

In 2024, the number of travellers transported was 68.5 million, down by 2.0% compared to 2023, mainly
due to the end of the 'transport bonus', which affected the mix of tickets. In fact, the demand for LPT by
road remains 3.7% lower than in 2019. Service output stands at 23.3 million bus-km, down 0.9%
compared to 2023 and 3.7% compared to 2019, due to the persistent shortage of drivers that has
forced further reductions in ATV service.
As far as the development of tariffs is concerned, after the increase applied to tickets as of July 2023, it
should be noted that as of 1 January 2024, a tariff increase of approximately 15% also came into force
for ATV season tickets.
Economic performance

Amounts in EUR millions | 2024 | 2023 | Chg | Chg %
Public contracts and grants | 57.7 | 51.6 | 6.1 | +11.8%
Transport services | 58.5 | 49.9 | 8.6 | +17.2%
Other revenues | 9.7 | 6.0 | 3.7 | +61.7%
Total revenues | 125.9 | 107.5 | 18.4 | +17.1%
Adj. EBITDA | 10.9 | 6.8 | 4.1 | +60.3%
Adj. EBITDA % | 8.7% | 6.3% |  |
EBIT | (1.5) | (2.9) | 1.4 | -48.3%

Revenues for the period amounted to EUR 125.9 million, up EUR 18.4 million compared to 2023.
Revenues from public contracts and grants increased by EUR 6.1 million compared to 2023 due to
the recognition in the income statement of EUR 6.7 million related to compensation for lost traffic
revenues from the Covid-19 period, partially offset by lower revenues from the Service Contract due to
the reduction in traffic volumes. Revenues from transport services 11 rose by EUR 8.6 million compared
to 2023 due to (i) higher fee invoiced for train replacement services of EUR 3.5 million; (ii) higher
revenues from passenger transport for EUR 2.5 million in relation to tariff increases and the different
sales mix; (iii) the higher intercompany services invoiced for the outsourcing to third parties of
additional runs of EUR 2.7 million (offset by the related costs). Other revenues increased by EUR 3.7
million compared to 2023, driven by the recovery of excise duty on diesel fuel, the higher collection of
fines on tickets and the increase in reimbursements for the use of owned buses by sub-contractors.
Adjusted EBITDA for the period was EUR 10.9 million, up EUR 4.1 million on 2023, due to the growth in
revenues from transport services mentioned above and higher costs for EUR 14.3 million. Operating
costs were up by EUR 10.7 million compared to 2023, mainly due to the increased use of
subcontracting to third parties (+EUR 8.7 million), which was necessary to guarantee the provision of
the service as a result of the chronic shortage of drivers and the demand for train replacement
services, as well as maintenance and cleaning costs. Personnel costs rose by EUR 3.6 million
compared to 2023 due to the increase in average cost, partially offset by the reduction in average
headcount (-20 FTE). In 2024, the new second-level company contract came into force, which

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| FNM Group

significantly adjusted wages. In addition, the higher cost takes into account a provision of EUR 1.9
million in 2024 for the economic recognition of past holidays enjoyed by staff.
It should be noted that the result described above includes the negative contribution of the car sharing
and payment services business in the amount of EUR 3.1 million (EUR -3.5 million in 2023), also due to
structural and governance costs that have not yet been offset by the development of the business. In
2024, FNMPAY handled 3 million payment transactions worth approximately EUR 37 million, with plans
to further increase volumes in 2025 by completing the activation of the service on the Group's main
companies. The process of optimising the number of less performing E-Vai stations - both in terms of
revenue generated and rentals made - located in the most difficult areas to serve also continued.
9.5 MAIN INVESTEE COMPANIES
TRENORD
Service performance

|  | 2024 | 2023 | Chg %
Passengers transported | million | 201.0 | 189.9 | +5.8%
Production | mln train-km | 41.5 | 40.7 | +2.0%

The recovery in the number of travellers continued in 2024, up 5.8% compared to 2023, but still 6.3%
lower than 2019 (pre-pandemic values).
Production is up by 2.0% compared to 2023, a trend heavily influenced by the infrastructure upgrading
and renovation works that already started at the end of the first quarter of the year. The construction
sites significantly affected the quality of the service in terms of punctuality and led to an increased use
of replacement bus services.
The Lombardy Regional Council also approved, with Resolution No. XII/2660 of 01 July 2024, the tariff
adjustment for regional public transport services for the year 2024 equal to 0.175% and decided not to
apply it for the year 2024, postponing its recognition to coincide with the adjustment planned for 2025.
Economic and financial data summary

Amounts in EUR millions | 2024 | 2023 | Change | Change %
Ticketing revenues | 403.5 | 383.2 | 20.3 | +5.3%
Service Contract revenues | 490.0 | 438.4 | 51.6 | +11.8%
Other revenues and income | 66.1 | 75.5 | (9.4) | -12.5%
TOTAL REVENUES AND OTHER INCOME | 959.6 | 897.1 | 62.5 | +7.0%
Operating costs | (464.3) | (394.5) | (69.8) | +17.7%
Personnel costs | (316.5) | (301.8) | (14.7) | +4.9%
EBITDA | 178.8 | 200.8 | (22.0) | -11.0%
Depreciation, amortisation and write-downs | (130.0) | (165.6) | 35.6 | -21.5%
EBIT | 48.8 | 35.2 | 13.6 | +38.6%
Net financial income (loss) | (13.7) | (7.9) | (5.8) | +73.4%
PROFIT/(LOSS) BEFORE TAX | 35.1 | 27.3 | 7.8 | +28.6%
Income taxes | (13.8) | (8.3) | (5.5) | +66.3%
NET COMPREHENSIVE INCOME (LOSS) | 21.3 | 19.0 | 2.3 | +12.1%

Revenues amounted to EUR 959.6 million, up EUR 62.5 million compared to 2023. In detail, ticketing
revenue increased by EUR 20.3 million compared to 2023, mainly due to the increase in passenger
volume, especially in the airport and leisure sectors, and the change in the mix of tickets with a shift
towards higher unit value products. Service Contract revenues increased by EUR 51.6 million, and
incorporated the new Service Contract from December 2023 as well as extraordinary items pertaining
to the final termination of the previous Service Contract in the amount of EUR 7.8 million. Other
revenues and income decreased by EUR 9.4 million compared to 2023, and included EUR 12.2 million
of Covid-19 refunds attributable to previous years, related to adjustments calculated on the basis of the

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| FNM Group

resources currently allocated to the regions (EUR 11.1 million in 2023). It should also be noted that in
2023 there were extraordinary items concerning the damages resulting from the disruptions that
occurred in 2013 and 2022 on part of the suburban railway link, for a total value of approximately EUR
9 million, and income recognised for the “electricity bonus”, amounting to EUR 5.2 million.
Personnel costs show a rise of EUR 14.7 million compared to 2023, mainly due to the increased
number of staff employed (+124 FTE), which was necessary to strengthen mainly the operational
processes (drivers, train conductors and ticketing staff).
Operating costs were up by EUR 69.8 million compared to 2023: the main changes concern traction
energy (+EUR 20.8 million), external maintenance services (+EUR 17.4 million), replacement services
(+EUR 14.5 million), toll fees (+EUR 4.4 million) and lease payments (+EUR 4.0 million).
The combined effect described above resulted in an EBITDA of EUR 178.8 million, down by EUR 22.0
million compared to 2023.
Depreciation, amortisation and write-downs amounted to EUR 130.0 million, down by EUR 35.6
million compared to 2023 mainly as a result of lower amortisation on rights of use related to leased
rolling stock due to the redefinition of the relevant contracts.
The overall result of financial operations shows a deterioration of EUR 5.8 million compared to 2023,
mainly due to higher interest expenses accrued on financial liabilities for leased assets in application of
IFRS 16. The result of financial operations also takes into account financial income of EUR 5.2 million
related to the financial effect of the recognition of a constant instalment fee with respect to the variable
compensation accrued on the new Service Contract .
The period therefore closed with a net income of EUR 21.3 million, an improvement of EUR 2.3 million
compared to 2023.
The following table shows the reclassified Balance Sheet as at 31 December 2024 compared to 31
December 2023:

Amounts in EUR millions | 31/12/2024 | 31/12/2023 | Change
Inventories | 109.0 | 112.0 | (2.9)
Trade receivables | 193.9 | 237.5 | (43.6)
Trade payables | (260.7) | (237.1) | (23.6)
Contractual liabilities | (95.5) | (62.1) | (33.4)
Other net current assets (liabilities) | (123.5) | (100.8) | (22.7)
Net Working Capital | (176.7) | (50.4) | (126.3)
Net non-current assets | 788.3 | 856.1 | (67.8)
Non-current contract assets | 74.8 | 7.8 | 66.9
Other net non-current assets | 77.8 | 81.3 | (3.5)
Provisions for risks and charges | (34.3) | (43.5) | 9.2
NET INVESTED CAPITAL | 729.8 | 851.3 | (121.5)
Own funds | (120.2) | (98.9) | (21.4)
Total net financial position (Debt / -Cash) | (609.6) | (752.5) | 142.9
TOTAL SOURCES | (729.8) | (851.3) | 121.5

Net Invested Capital amounted to EUR 729.8 million, down EUR 121.5 million due to the decrease in
Net Fixed Assets of EUR 67.8 million mainly due to the payment of leasing instalments for rolling stock
that expired during the year and the decrease in Net Working Capital of EUR 126.3 million reflecting (i)
the collection of Covid-19 emergency receivables, (ii) the increase in trade payables due to third parties,
(iii) the increase in net contractual liabilities related to the advances received from Regione Lombardia
with reference to the Service Contract fee and the recognition of higher contractual penalties, (iv) the
increase in other liabilities for the re-crediting of traffic revenues collected on behalf of other transport
carriers. Non-current contractual assets increased by EUR 66.9 million compared to 2023 and refer to
the amount of the difference between the variable component and the fixed instalment of the Service
Contract fee, including the financial component accrued on this difference, recognised in application of
IFRS 15.
The Net Financial Position amounted to EUR 609.6 million, with a decrease compared to 31 December
2023 of EUR 142.9 million essentially due to the reduction of financial liabilities on rolling stock leasing

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| FNM Group

contracts for EUR 76.7 million and the repayment of short-term credit lines outstanding at 31
December 2023 amounting to EUR 72 million.
AUTOSTRADA PEDEMONTANA LOMBARDA
Traffic and tariff trends

Paying traffic |  | 2024 | 2023 | Chg %
Light vehicles | mln vehicle-km | 262.0 | 257.2 | +1.8%
Heavy vehicles | mln vehicle-km | 61.5 | 60.5 | +1.6%
Total | mln vehicle-km | 323.5 | 317.8 | +1.8%

With regard to the adjustment for financial year 2024, taking into account that the conditions of the
Milleproroghe Decree also apply to APL, the MIT confirmed the adjustment of the average unit tariff in
the amount of 2.30% as of 1 January 2024.
Economic data summary
The following data are reported in accordance with the regulations of the Italian Civil Code, interpreted
and supplemented by the accounting principles issued by the Italian Accounting Body (OIC). The net
result recorded in " Result of companies accounted for using the equity method" includes accounting
adjustments for the application of IAS 28.

Amounts in EUR millions | 2024 | 2023 | Change | Change %
Toll revenues | 46.1 | 44.4 | 1.8 | +4.1%
Other revenues and income | 22.4 | 5.9 | 16.5 | n.d.
TOTAL REVENUES AND OTHER INCOME | 68.5 | 50.3 | 18.2 | +36.2%
Operating costs | (20.5) | (17.0) | (3.5) | +20.6%
Personnel costs | (12.7) | (10.8) | (2.0) | +18.5%
EBITDA | 35.3 | 22.5 | 12.9 | +57.3%
Depreciation, amortisation and write-downs | (5.9) | (5.7) | (0.1) | +1.8%
EBIT | 29.4 | 16.8 | 12.6 | +75.0%
Net financial income (loss) | (29.9) | (28.0) | (1.9) | +6.8%
PROFIT/(LOSS) BEFORE TAX | (0.5) | (11.2) | 10.7 | n.d.
Income taxes | (1.3) | (0.7) | (0.6) | +85.7%
COMPREHENSIVE INCOME (LOSS) | (1.8) | (11.9) | 10.1 | n.d.

Revenues amounted to EUR 68.5 million, rising by EUR 18.2 million, mainly due to the increase in the
item "Increase for internal work" for EUR 16.5 million related to the capitalisation of the financial
expenses of the Senior Loan 1 (+EUR 15.8 million) - possible due to the substantial start of the
construction of Stretches B2 and C - and the cost of personnel whose activities are directly related to
the construction of the works. As far as core business is concerned, toll revenues increased by EUR 1.8
million due to traffic growth and tariff adjustments.
EBITDA therefore amounted to EUR 35.3 million, up by EUR 12.9 million compared to 2023. The trend
reflects higher operating costs of EUR 3.5 million mainly related to maintenance activities, software
licence fees related to technology upgrades and costs of the new corporate headquarters, partially
offset by savings on electricity. Personnel costs also increased by EUR 2.0 million due to the increase in
technical personnel (+13 FTE), aimed at strengthening the structure for the start-up of works and the
internalisation of works management activities.
The overall result of financial operations worsened by 1.9 million mainly due to the increase in
interest rates, which led to higher financial expenses on the Bridge Loan Bis (repaid on 6 December
2024) and the Shareholders' Loan granted by MISE at a variable rate. In addition, there are charges
related to the Senior Loan 1 lines disbursed in December and the effect of amortised cost. This increase
is partially offset by higher interest income on cash (+ EUR 1.0 million).

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| FNM Group

The year therefore closed with a net loss of EUR 1.8 million, marking a significant improvement over
the loss of EUR 11.9 million recorded in 2023.

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| FNM Group

10 FNM S.P.A. OPERATING AND FINANCIAL
PERFORMANCE
10.1 ECONOMIC DATA SUMMARY
The reclassified income statement for the year is shown below, compared with that of 2023, with an
indication of the differences in absolute and percentage terms.

Amounts in EUR millions | 2024 | 2023 | Change | Change %
Revenues from sales and services | 75.7 | 81.5 | (5.8) | -7.1%
Other revenues and income | 3.6 | 4.3 | (0.7) | -16.3%
TOTAL REVENUES | 79.3 | 85.8 | (6.5) | -7.6%
EBITDA | 33.0 | 45.3 | (12.3) | -27.2%
EBIT | 1.4 | 13.2 | (11.8) | -89.4%
Net financial income (loss) | (3.0) | 2.5 | (5.5) | -220.0%
COMPREHENSIVE INCOME (LOSS) | (0.4) | 14.2 | (14.6) | -102.8%

Revenues from sales and services decreased compared to 2023 by EUR 5.8 mainly due to lower
revenues from the leasing of rolling stock on trainsets leased to Trenord.
Other revenues and income amounted to EUR 3.6 million compared to EUR 4.3 million in 2023.
External operating costs increased by EUR 3.6 million from EUR 21.9 million to EUR 25.5 million,
mainly due to EUR 1.6 million more services and higher costs for IT services.
Personnel costs amounted to EUR 20.8 million, an increase of EUR 2.2 million compared to EUR 18.6
million at 2023, mainly due to the different composition of the average number of employees (+8 FTE),
as well as to the renewal fund of the national collective labour agreement, and higher retirement
benefits.
EBITDA, which fell from EUR 45.3 million to EUR 33.0 million, decreased by 27.2% due to the combined
effect of a decrease in revenues and an increase in operating costs and personnel costs.
Depreciation and provisions decreased by EUR 0.5 million compared to 2023 in connection with the
early termination of the contract for 3 Bombardier E494 TRAXX DC locomotives.
Operating income, determined by the combined effect of the performance of the previously discussed
revenue and cost categories, amounted to EUR 1.4 million compared to EUR 13.2 million in 2023,
declining by EUR 11.8 million, or -89.4%.
The overall result of financial operations was negative for EUR 3.0 million, down by EUR 5.5 million
compared to EUR 2.5 million in 2023 , due to the combined effect of:
• higher non-recurring charges, amounting to EUR 8.9 million, arising from the updating of the Earn-
Out related to the acquisition of the subsidiary Viridis compared to the initial recognition, in
relation to the higher capacity in terms of MW, which is expected to be installed by the subsidiary
by 2029, as per the latest approved plan;
• higher financial expenses, in the amount of EUR 4.1 million, arising from the Bridge loan and RCF
credit line, entered into during the year to finance the acquisition and development of Viridis;
• the financial expense arising from the fair value adjustment of the equity financial instrument held
in Busforfun, amounting to EUR 1.4 million (not present in 2023);
• the recognition in the previous year of income from the sale of equity investments in the amount
of EUR 2.1 million (not present in 2024);
• positive liquidity management (+EUR 0.5 million), both due to higher average available funds and
better rates of return;
• lower dividends received from subsidiaries and investee companies (EUR -1.6 million) offset by
lower write-downs of equity investments (EUR -13.1 million).
Earnings before taxes amounted to EUR -1.6 million, compared to EUR 15.7 million in 2023.

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| FNM Group

Income tax proceeds of EUR 0.8 million decreased by EUR 2.7 million due to lower taxable income in
the year.
The profit for the year amounted to EUR (0.4) million, a reduction on the result of EUR (14.6) million
recorded for FY 2023.
10.2 RECLASSIFIED FINANCIAL POSITION AND SUMMARY
INDICATORS OF RESULT
Below is the reclassified financial position of the financial year and the previous one:

Amounts in EUR millions | 31/12/2024 | 31/12/2023 | Change
Current receivables | 78.7 | 68.0 | 10.7
Current provisions and payables | (72.5) | (45.5) | (27.0)
Net Working Capital | 6.2 | 22.5 | (16.3)
Fixed assets | 366.7 | 398.8 | (32.1)
Equity investments | 795.5 | 693.2 | 102.3
Non-current receivables | 64.5 | 16.3 | 48.2
Non-current provisions and payables | (6.9) | (7.3) | 0.4
NET INVESTED CAPITAL | 1,226.0 | 1,123.5 | 102.5
Own funds | 407.0 | 417.3 | (10.3)
Net financial position: Debt / (Cash) | 819.0 | 706.2 | 112.8
TOTAL SOURCES | 1,226.0 | 1,123.5 | 102.5

The net financial position went from EUR 706.2 million to EUR 819.0 million, mainly due to the effect of
equity investments, amounting to EUR 97.2 million, and loans to investees net of repayments received,
amounting to EUR 51.6 million, partially offset by dividend receipts of EUR 26.4 million.
The Company manages the liquidity of the other Group companies through cash pooling; therefore,
against cash deposits of EUR 391.0 million, FNM correspondent current account receivables of EUR 0.9
million (EUR 1.2 million at 31 December 2023) and current account payable of EUR 398.7 million (EUR
298.3 million at 31 December 2023).
As shown in the cash flow statement, to which reference should be made, operating activities
generated cash of EUR 51.4 million, investing activities absorbed financial resources of EUR 112.3
million, and financing activities generated cash of EUR 183.6 million due to cash flows from the
subscription of loans and cash pooling current accounts with investee companies.

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11 REGULATORY FRAMEWORK
11.1 RAILWAY INFRASTRUCTURE
By Decree of the Minister of Infrastructure and Transport of 5 August 2016, the FERROVIENORD - Milan
Branch network was transferred as of 15/09/2016 under the National Agency for Railway Safety (ANSF),
with the termination of all responsibilities that had been assigned to the Ministry of Infrastructure and
Transport.
FERROVIENORD has developed its own safety management system in accordance with regulations in
force and the provisions issued by ANSF, implementing the provisions of Legislative Decree no.
162/2007, now replaced by Legislative Decree no. 50 of 14 May 2019.
On 17 April 2018 ANSF issued to FERROVIENORD Safety Authorisation no. IT2120180001, renewed in
June 2019 until 2021 (reference no. IT2120190004 of 11/06/2019) and in June 2021 until April 2023
(reference no. IT2120210002 of 28/06/2021), in April 2023 and until November 2024 (reference no.
IT2120230001 of 14/04/2023) and updated in November 2024 until April 2028 (reference no.
IT2120240005 of 21/11/2024).
The Decree of the Ministry of Infrastructure and Transport of 2 August 2019 identified - in accordance
with Art. 2, Paragraph 4, of Legislative Decree no. 50 of 14 May 2019, “Implementing Directive 2016/798 of
the European Parliament and of the Council of 11 May 2016 on railway safety” - the Brescia Iseo Edolo line
(Iseo Branch) between the railway networks functionally isolated from the rest of the railway system,
subject to the application of the rules defined by the ANSF Decrees no. 1/2019 and no. 3/2019 with
consequent cessation of all competence of the Ministry of Infrastructure and Transport.
FERROVIENORD obtained in June 2021 the issue of the Certificate of Fitness to Operate (reference
no. GI2021001 of 28/06/2021), valid until April 2023, renewed in April 2023 until November 2024
(reference no. GI2023001 of 14/04/2023) and updated in November 2024 until April 2028 (reference no.
GI2024002 of 21/11/2024).
11.2 LOCAL PUBLIC TRANSPORT
Updates are provided below on national legislative developments relating to the LPT sector. Investee
companies operate in a sector that has always been heavily regulated. However, the almost 'flood-like'
succession of directives, laws and regulations make their interpretation and consequent application,
especially as regards timing, very uneven throughout the country and to a lesser extent also in the
various 'basins' of the Lombardia and Veneto regions where the companies operate.
As far as Regione Lombardia is concerned, even the approval of Regional Law No. 6/2012, subsequently
amended and supplemented up to the latest Regional Law No. 15/2019, has not yet produced the
results expected and established in the law itself. In addition to the precarious elements that have
characterised the service for the financial year 2024, this has led to the need for a further extension of
existing contracts and concessions until 31 December 2025.
The first quarter of the financial year 2025 also saw no publication of calls for tenders for the awarding
of LPT services in Regione Lombardia: this circumstance will make further extensions for the
performance of the service in 2026 inevitable.
As regards the Veneto region, ATV proposed to the Governing Body the possibility of an extension to 31
December 2026 in application of the provisions of Art. 24, paragraph 5-bis of Decree Law No. 4/2022 or
following the presentation of an economic and financial plan for the following years that calls for
significant investments, including partial self-financing. Work on the project lasted throughout the
second half of the year and at the end of 2023 ATV was granted an extension of the management of
Verona's LPT until 31 December 2026. During the course of 2024, the first meetings were held for
documentation in preparation for the next LPT tender to be held after the end of the extension period.
At the same time, it will also be necessary, after the first year of implementation of the Economic and
Financial Plan, to monitor the results and open a dialogue with the governing body for a revision of the
EFP itself.

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11.3 MOTORWAY INFRASTRUCTURE
Law No. 193 of 16 December 2024 on the 'Annual Market and Competition Law 2023' was published in
Official Journal No. 295 of 17 December 2024. This measure introduces provisions on the
reorganisation of motorway concessions, the simplification and rationalisation of administrative
procedures relating to the approval and revision of economic-financial plans, and the specification of
criteria for the termination of concession contracts.
Part of the regulation only applies to future concessions, whereas, with regard to existing concessions,
there are special rules in Article 14. In this regard, note should be taken of the following:
– the time-line for preparing and finalising proposals for updating the economic-financial plan;
– the investigation, during the updating of the economic-financial plans, by the Grantor, of the
amount of the investments to be made by the concessionaires;
– any prescriptions formulated by the Transport Regulatory Authority when issuing its opinion
shall be considered binding;
– the acknowledgement, pending the conventional updates, of the tariff adjustment
corresponding to the inflation index recorded for the relevant year, without prejudice to any
adjustments in excess or under those tariff increases when the economic-financial plans are
subsequently updated.
In relation to the measures issued by the Transport Regulatory Authority during the year under review,
in addition to Resolution No. 124/2024, concerning the setting of the rate of return on invested capital
to be adopted for the updating of economic-financial plans, we note:
– on 8 February 2024, the Authority issued Resolution No. 15/2024 concerning issues of
clarification and precision in the area of: i) the application of the notional items mechanism, i.e.
the tariff component used to ensure a gradual evolution of the tariff over time, and ii) the tariff
adjustment related to the implementation of investments;
– on 8 March 2024, the Authority initiated, with Resolution No. 29/2024, a fact-finding
investigation by requesting information from all motorway concession companies concerning: i)
the actual useful life of the revertible assets realised, under construction or to be realised,
broken down into homogeneous categories, regardless of the expiry of the concession and the
amortisation methodology used; ii) the components of the cost of debt and related valuation.
On 22 March, within the deadline set by the Transport Regulatory Authority, MISE sent the
requested information. In Resolution No. 56/2024 of 8 May 2024, the Authority decided to close
the fact-finding investigation;
– on 15 May 2024, the Authority initiated, by means of Resolution No. 62/2024, proceedings
concerning the 'Update of the Toll Tariff System relating to the concessions referred to in Article
37, paragraph 2, letter g), of Decree-Law No. 201 of 6 December 2011, converted, with
amendments, by Law No. 214 of 22 December 2011'. The proceedings should be closed by 31
May 2025;
– on 26 September 2024, the Transport Regulatory Authority published Resolution No. 132/2024,
with the subject 'Proceedings initiated by Resolution No. 16/2023. Approval of the measures
concerning the minimum content of the specific rights, also of a compensatory nature, that
users may claim from motorway concessionaires and managers of the services provided in the
service areas of the motorway networks'. The pronouncement follows a consultation phase
initiated by Resolution No. 130/2023, and introduces a series of rights/items of information that
users can demand from motorway concessionaires and operators of services provided in the
service areas of motorway networks. The resolution also provides for forms of compensation
that users can claim from motorway concessionaires.
11.4 ENERGY
The Agriculture Decree Law (63/2024) published in the Official Journal on 15 May 2024, no. 112,
converted, with amendments, by Law no. 101 of 12 July 2024, published in the Official Journal on 13 July
2024 contains provisions on agriculture and enterprises of strategic interest and introduces with article
5 amendments to article 20 of Legislative Decree no. 199/2021 aimed at limiting the use of agricultural

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| FNM Group

land for photovoltaic systems with ground-mounted modules, allowing their installation only in certain
areas, already defined as suitable pursuant to law. During parliamentary scrutiny, Article 5-bis was also
introduced, which provides for the extension of the definition of self-consumed biomethane in
Ministerial Decree 224/2023 on Guarantees of Origin (GO) also to that self-consumed at a distance, for
the purpose of calculating the incentive tariff for the plants concerned.
The Decree Law on the Environment (153/2024) converted, with amendments, by Law No. 191 of 13
December 2024, a provision makes changes to Part II of the Consolidated Environmental Act
(Legislative Decree. 152/2006), introduces priority criteria for EIA applications under state competence,
with a maximum of 3/5 of the processing. Priority projects are identified pending the identification by
the MASE of priority types, including green hydrogen, refurbishments, upgrades and reconstructions of
wind and solar power plants, new PV and wind power plants above certain capacities, and projects for
new hydroelectric pumped storage plants or hydroelectric derivations up to 10 MW.
The measure Legislative Decree Reorganisation of RES (190/2024) aims to promote the spread of
renewable energy plants through the rationalisation, reorganisation and simplification of authorisation
procedures relating to the construction, operation and modification, upgrading and refurbishment of
such plants, as well as related works and indispensable infrastructure. Regions and local authorities are
obliged to adapt to the principles of the decree within 180 days of its entry into force. The Decree
reforms the regulations in force and distinguishes three authorisation regimes (Free Activity, Simplified
Authorisation Procedure - PAS - and Single Authorisation - AU), for which application cases are
identified. Finally, the previous provisions listed in Annex D of the measure are repealed, allowing the
application of the new rules also to ongoing procedures, at the proponent's discretion.
Decree Suitable Areas (of 21 June 2024 of the Ministry of the Environment and Energy Security),
establishes the rules for the identification of surfaces and areas suitable for the installation of
renewable energy plants, identifying the distribution among the Regions and Autonomous Provinces of
the national 2030 objective of additional power equal to 80 GW and establishing uniform principles and
criteria for their identification of areas suitable and not suitable for the installation of RES plants key in
achieving this objective. In particular, four types of areas are identified: suitable surfaces and areas;
unsuitable surfaces and areas; ordinary surfaces and areas; and areas in which the installation of
photovoltaic systems with ground-mounted modules is prohibited as provided for in Decree-Law
63/2024.
Decree Energy Release (No. 268 of 23 July 2024 of the Ministry of the Environment and Energy Security),
defines a mechanism for the realisation of new electricity generation capacity from renewable sources
by energy-intensive end customers, through the performance of one or more procedures for the
advancement of electricity in the availability of the GSE and its subsequent return
Decree RES 2 (of 19 June 2024 of the Ministry of the Environment and Energy Security), establishes an
incentive mechanism dedicated to renewable energy plants that are innovative or characterised by high
operating costs, in particular thermodynamic solar, zero-emission geothermal, floating photovoltaic,
offshore wind, certain types of biomass or biogas plants, and plants for the production of tidal, wave
and other forms of marine energy. Access to the incentives will be linked to participation in competitive
public procedures by type of plant (with dedicated quotas) for the five-year period 2024-2028.
12 MAIN RISKS AND UNCERTAINTIES
In carrying out its activities, the Group is exposed to external risks and uncertainties, deriving from
external factors connected to the general macroeconomic context in addition to those specific to the
operating segments in which the operations are carried out, to which the risks deriving from strategic
and internal management choices are added.

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FNM S.p.A. prepared and adopted, as an integral part of its Internal Control and Risk Management
system, a Risk Management process aimed at identifying and managing the various types of risk to
which the Company and its subsidiaries are exposed, both in relation to the external context of
reference and to the specific technical and operational characteristics of the sector in which the Group
operates. The main purpose of the process is to adopt a systematic approach to the identification of
priority risks, to assess their potential negative effects and to take the appropriate actions to mitigate
them in order to ensure the sustainable success of the Group. To this end, the Group has adopted a
risk management model, based on standard UNI ISO 31000:2018, and a recognition methodology that
assigns an index of relevance to risk based on the assessment of the overall impact, probability of
occurrence and level of control. Under the coordination of the Risk Manager of FNM S.p.A., the Risk
Owners identify and assess the risks under their remit through a Risk Self-Assessment process and
provide a first indication of associated mitigation actions. The risks identified are prioritised on the
basis of the resulting scoring and aggregated to allow for the coordination of mitigation plans in an
integrated risk management perspective. During the year and as part of the periodic Risk Assessment
activities carried out by FNM S.p.A., in coordination with the Group companies, threshold values are
defined, parameterised and proportionate to the activity and size of the companies; situations where
these are exceeded is not deemed compatible with the risk appetite established by the Parent
Company’s Board of Directors. The risk scenarios thus identified qualify as "priority” (also defined as
“top” and “relevant"), against which the Group's management has mitigation plans in place to bring risk
values within limits consistent with the identified threshold values.
During 2024, the annual business Risk Assessment was updated and the 2024 Risk Assessment plan was
approved on 1 August 2024 by FNM S.p.A.’s Board of Directors. The activity concluded with a
presentation to the Board of Directors of FNM S.p.A. on 24 March 2025.
The main risk scenarios are provided below, separately identifying those common to the various
operating segments and those of each sector.
Finally, in relation to specific financial risks and more detailed analyses of credit and liquidity risk,
please refer to the Notes to the separate financial statements (Note 35) and the consolidated financial
statements (Note 51).
12.1 MAIN RISKS
Uncertainty of the legislative and regulatory framework
The FNM Group operates in the railway and automotive local public transport (LPT) segment. This
segment is characterised by considerable legislative and regulatory complexity and, for over ten years,
has been the object of a deep and radical transformation process, not always without interpretative
and applicative uncertainties and far from being considered stabilised. However, several positions were
settled during the previous year.
In relation to railway transport specifically, on 23 November 2023, Regione Lombardia and Trenord
signed the new Service Contract for regional and local public rail transport for the period from 1
December 2023 to 30 November 2033.
In relation to road transport and, consequently, to the LPT activities of the Group through FNM
Autoservizi S.p.A. and ASF Autolinee S.r.l., despite the uncertainty stemming from the management of
the concessions for the provinces of Brescia and Varese extended to 31 December 2025 or the date
when the new operator takes over the service (only relating to FNM Autoservizi S.p.A.) and of the
Service Contract for the province of Como extended to 31 December 2025 or the date when the new
operator (for both investee companies) takes over the service, the risk of non-assignment/renewal is
shared by all competitors as, in this hypothesis, the costs of the Group would be reduced due to the
regulatory provisions for the new operator to take over the use of vehicles and personnel.
The same considerations apply in relation to road-based LPT activity carried out by ATV S.r.l. in Verona
and the province, which in December 2023 however obtained a 3-year extension until 31 December
2026.
On the other hand, on 15 February 2016 the concession to FERROVIENORD was renewed to 31 October
2060, on 21 December 2022 the new Service Contract was signed, with a duration from 1 January 2023
to 31 December 2027, to the same company, while on 28 July 2016 the new Programme Agreement was
signed, with a term from 28 July 2016 to 31 December 2022, later extended to 31 December 2027 with

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Regional Government Decree of 14 December 2020, as previously described in paragraph 6.1.2
“Railway infrastructure”.
Failure to comply with the commitments to the Grantor
Inability to comply with contractual commitments or an impairment of the Group's image from a
reduction of the service quality provided represents a significant risk for maintaining the cost-
effectiveness of the Service, Programme and Concession Agreements due to the risk of contractual
penalties being debited.
Faced with this risk, the Group continuously monitors the quality of the service provided to the
Awarding body (with reference to the quantitative and qualitative parameters defined in the Contracts)
and to the Customer (with reference to their perceived level of satisfaction with service quality and
safety), both through continuous checks on procedures and processes, carried out by the relevant
internal departments and by external bodies, and through staff training activities to ensure high service
standards, as well as through systematic reviews of procedures and operating processes aimed at
maintaining the efficiency and effectiveness of the service provided and the safety of Group personnel.
Employee-related risks
Labour costs represent a significant and irreplaceable production factor for the four main operating
segments. The need to maintain service levels consistent with the Grantor and Customer's expectations
and the complexity of labour law regulations lead to limited flexibility in the management of labour
resources; therefore, significant increases in staff unit costs could significantly affect the Group's
profitability, since the possibility downsizing the workforce and ensuring the same level of quality and
efficiency of operations is limited.
From this point of view, as described in paragraph 15 below “Employees: Numbers, costs and training”,
the Group considers it a priority to maintain a constructive dialogue with staff and trade unions to
guarantee the satisfaction of efficiency and effectiveness objectives for production processes with full
assumption of social responsibility, job security and guaranteed employment even in recession periods.
In addition, there is difficulty in finding specialised personnel, a phenomenon influenced by several
factors including: the rising cost of obtaining qualifications and professional licences and an extremely
dynamic and competitive labour market. In this sense, companies in the Mobility and Services and
Motorway sector offer specific categories of workers specific training courses and development plans.
Cyber security Risk
With respect to the risk of cyber attacks, also in view of a context in which the number of hacker
attacks is constantly increasing in terms of both frequency and impact, the Group has adopted
significant measures to protect both software and hardware infrastructures (e.g. by activating a
Security Operation Centre (or “SOC”) service), in addition to setting up Disaster Recovery and IT
Business Continuity systems. Finally, the Group has implemented pervasive training of all personnel
exposed to this risk, as outlined in the Sustainability Statement, ESRS G1.
Climate change risk
Assessing the impact of the Company's and the Group's businesses on climate change is a priority
today, as also reflected in the Sustainability Statement, paragraph 18.1.
The FNM Group operates in an institutional and highly regulated context that, while favouring
alignment with public objectives of sustainability and territorial development, also significantly
influences the definition and implementation of corporate strategies. Strategic decisions must
therefore be integrated with public policies and the existing regulatory framework. Within the
framework of the 2024-2029 Strategic Plan, FNM aims to consolidate its role as an enabling actor for
energy transition and sustainable mobility, in line with the objectives of the Paris Agreements and
Delegated Regulation (EU) 2020/1818.
In this context, the Group is committed to defining a structured pathway for climate change mitigation
and supporting the European targets for limiting global warming by 2050. The objectives outlined in the
2024-2029 Strategic Plan reflect the Group's commitment to environmental sustainability, the
decarbonisation of the transport system and the reduction of greenhouse gas emissions, through a
strategy that encompasses the entire scope of operations. The economic effects of the pursuit of these

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objectives, which are included in the 2024-2029 strategic plan and thus in the plans of the individual
subsidiaries, have been taken into account in the estimates of the separate and consolidated financial
statements, which are based on the projections of the subsidiaries' financial results. Although it has not
yet formally adopted a transition plan, the Group is conducting analyses to align its climate targets with
international scenarios, such as the International Energy Agency's (IEA) 'Net Zero Emissions by 2050', and
has included key elements in the 2024-2029 Strategic Plan that will form the basis for its future
formalisation, expected by 2026.
Inflation risk
The recovery in demand, in the presence of tensions in the supply chains of raw materials and
intermediate goods hampering manufacturing production, and the rise in the price of energy goods led
to a rise in inflation as early as 2021, which, aggravated by the serious uncertainties linked to the
conflict between Russia and Ukraine that broke out on 24 February 2022 and the economic sanctions
imposed, then stabilised in 2024; nevertheless the war on tariffs could lead to a resurgence of this risk.
The Group is also exposed to these risks.
With reference to the risk of an increase in energy costs, in particular for the fuels (diesel and methane)
used for local public transport by road and for utilities (which include headquarters and railway
infrastructure lighting), as well as for the costs incurred by Trenord for railway traction, mixed price
(fixed and variable component) purchase contracts are assigned on the basis of auctions with a
maximum duration of one year. MISE's power purchase contracts, on the other hand, are variable
price. Finally, for Nordcom there is a possible price increase for the purchase of IT, whether hardware or
software.
Regarding maintenance costs, which are exposed to increases in the prices of raw materials, as well as
other production cost items, it should be noted that, in line with market trends, in all segments,
suppliers are requesting a review of contract prices.
It should be noted that in order to cope with the exceptional increases in the prices of certain
construction materials as well as fuels and energy products to be used in the execution of public works,
art. 26 of Decree Law no. 50 of 17 May 2022 was introduced into the legal system, containing “Urgent
measures on national energy policies, business productivity and the attraction of investments, as well
as on social policies and the Ukrainian crisis” (“Aid Decree”, converted into Law no. 91 of 15 July 2022),
which, in order to allow for the performance of contracts awarded on the basis of bids covering the
years 2021 and 2022, makes provision for the application of updated price schedules, also as an
exception to the specific contractual clauses, for all works accounted for in 2022.
With Law no. 197 of 29 December 2022 ("State Budget for the 2023 financial year and multi-year budget
for 2023-2025"), the Aid Decree mechanism was substantially extended also with reference to the year
2023, subsequently further prolonged to 2024. For 2025 , the government has allocated an additional
EUR 100 million to the fund but has not yet formally extended the measure.
In view of the above, operators may request extraordinary support from the authorities in order to
guarantee the provision of the public service, also taking into account the principle laid out in art. 4 of
EU Regulation no. 1370/2007, which establishes that public service operators must maintain economic
and financial balance.
Lastly, as already noted in previous years, in addition to price increases, production chains continue to
be negatively impacted by delays in the supply of raw materials and semi-finished goods. The Group
could therefore be affected by this situation, which could lead to delays in the delivery of materials,
rolling stock and vehicles.
The Group remains flexible in the effective management of variable and discretionary costs and
carefully monitors developments in order to understand whether and to what extent price increases
could have an impact on the Group's expected results.
Risk of rising interest rates
The rapid rise of inflation to extraordinarily high levels in 2022, and a faster-than-expected post-
pandemic recovery, have prompted central banks to initiate the withdrawal of monetary stimulus
measures in order to pursue price stability and safeguard financial stability. After the rate increase in
2023, the ECB has gradually reduced interest rates since June 2024, announcing in March 2025 the sixth

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consecutive reduction. The deposit rate goes from 2.75% to 2.5%. The rate on main refinancing
operations dropped from 2.9% to 2.65% and the rate on marginal loans from 3.15% to 2.90%.
The FN Group currently has limited exposure to the risk of rising interest rates. Thanks to the issue of
the EUR 650 million fixed-rate bond maturing in October 2026, 79% of the Group's gross debt at 31
December 2024 is represented by fixed-rate loans. The remaining 21% of debt is represented by loans
held by MISE taken out at variable rates. As highlighted in chapter 51, a 100 bps increase or decrease in
interest rates represents a net increase or decrease in the incidence of financial expense on the net
profit of EUR 0.7 million, net of the tax effect. The refinancing of the maturing bond, contracted on
particularly favourable terms, will bring the cost of the new sources of financing in line with current
market conditions.
The average cost of debt for the Group in 2024 is 2.24%.
Compliance Risks
The risk pursuant to Legislative Decree 231/2001 is that the Company (and the Group) may incur
sanctions related to the regulation of the liability of entities for the commission of offences under
Legislative Decree 231/2001.
The Company, always aware of the need to guarantee the conditions of transparency and fairness in
the conduct of business activities, also to protect its image and reputation, considered it appropriate to
adopt an Organisation, Management and Control Model as required by Legislative Decree 231/2001
('231 Model'), most recently updated on 16 September 2021, supplementing it with reference to
organisational changes and the new predicate offence of the administrative liability of entities whose
introduction by the legislator took place after the date of adoption of the model itself, verifying its
consistency with the company's situation. At the date of this report, a significant Group risk assessment
and gap analysis activity is in progress aimed at a comprehensive review and update of the 231 Model
of the Company and its subsidiaries.
Furthermore, the FNM Group has maintained the UNI ISO 37001:2016 ”Anti bribery management system”
certification, having successfully passed the audit of the IMQ certification body on 15 April 2024. The
certification perimeter includes not only FNM, but the companies, FNM Autoservizi S.p.A., NORD_ING
S.r.l., E-Vai S.r.l., Nord Energia S.p.A., NordCom S.p.A., Malpensa Intermodale S.r.l., Malpensa Distripark
S.r.l. and ATV - Azienda Trasporti Verona S.r.l.. FERROVIENORD S.p.A. obtained confirmation of the UNI
ISO 37001:2016"Anti bribery management system" certification of its management system having
successfully passed the surveillance audit of the IMQ body on 5 December 2024. Most recently, the
subsidiary Milano Serravalle - Milano Tangenziali S.p.A. obtained its own UNI ISO 37001:2016 “Anti
bribery management system” certification in February 2024.
The certification attests the adoption by the companies of the FNM Group of management standards
for corporate processes and activities, governed by procedures in line with national and international
best practices , aimed at promoting and fostering a culture of integrity and transparency and at
combating phenomena of corruption, both active and passive.
There is also a rapidly changing and evolving regulatory environment in the area of cyber security,
which is reflected in particular in the transposition of Legislative Decree no. 138/2024 on 1 October
2024 of Directive (EU) 2555/2022, known as “NIS 2”(Network and Information Security).
The Group is subject to other specific risks of the individual operating sectors, as described below:
12.2 TYPICAL RISKS OF THE MOTORWAY OPERATING SEGMENT
Operational risk
With regard to operational and management risks, the subsidiary has set up preventive procedures and
controls that can be traced back to plans for monitoring maintenance operations, as well as an
insurance coverage plan to limit the economic impact that may arise as a result of motorway accidents.
In particular, an increase has been noted in the occurrence of thefts of critical technologies during
2024. For this risk, the company has adopted innovative measures to mitigate the probability of
occurrence, such as the replacement of alternative components, the securing of access points, and the
introduction of a plan to upgrade video surveillance systems.

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Regulatory risk
By offering a public utility service, the subsidiary operates under a concession regime and is subject to
specific regulations issued by the Regulatory Body, therefore it is exposed to regulatory provisions that
may affect the determination of the motorway toll and revenues in general with consequences on
economic and financial balance as well as the implementation of the investment program, without
prejudice to the conventional provisions relating to the updating of the Economic and Financial Plan in
the presence of extraordinary events or at the end of the regulatory period.
12.3 TYPICAL RISKS OF THE RAILWAY INFRASTRUCTURE OPERATING
SEGMENT
Railway network maintenance management by FERROVIENORD on the basis of a Service Contract as
already described in the comments on activities of the segments, does not present particular areas of
risk as it is a service governed by extremely stringent regulations relating to the safety of stations and
the network and by precise planning of financed initiatives agreed with the Grantor.
However, it should be noted that, in relation to the planning of improvement activities on the network
aimed at increasing service efficiency and the cost of renewing the network itself, the Group faces a risk
of low availability of long-term loans and dependence on financial resources from the public operator,
which are also influenced by external variables that are difficult to control.
Service and network security
Security risk must be separated into that linked to traffic safety and of the security of people and
assets.
For both areas, the operating segments of the Group are subject to a high level of regulation from the
point of view of operations management and numerous inspections carried out by the competent
supervisory bodies.
Failure to comply with the regulations in force, in addition to exposing the Group to the risk of litigation,
may result in the loss of reputation with Licensers and Customers, at the risk of compromising the cost
of the Service Contracts.
With specific reference to FERROVIENORD, the progressive installation of Train Stop Systems (SCMT and
SSC) across the entire network significantly increased the level of safety guaranteed.
The progressive availability of new technologically advanced rolling stock than that currently in use will
also contribute to the further increase in traffic safety.
The safety of people and property is constantly monitored with reference to assaults, acts of vandalism
and terrorist acts, but also taking into account the perception of the safety of passengers and
employees.
As part of its plans for the technological evolution of its Security, Safety and passenger assistance
systems, in 2024 FERROVIENORD continued:
• the executive phase of the "Renewal of video surveillance systems" in the station areas and
associated sensitive areas;
• the implementation phase of the "Integrated Supervision Software Platform (PIS) for controlling
FERROVIENORD stations”;
• the development of the "FERROVIENORD Single Operations Room" project - in implementation of
the specific "Digitalisation Process” pillar of the Business Plan - with the aim of improving the
operational management processes of the railway network, making the maintenance process
more efficient and the management of railway traffic more effective, also thanks to the use of
innovative technologies.
Risk of a reduction in the resources provided by Regione Lombardia for the implementation of
the investments envisaged in the Programme Agreement
In 2024, the design phase of the numerous major initiatives financed in the years 2020 and 2021 was
substantially completed. The changed macroeconomic scenario and the rules of state measures ( “Aid
Decree”) have entailed:

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• an increase in construction costs, in some cases by as much as 70%;
• difficulty in the management of the contracts currently in place, since the “Aid Decree” will erode -
in the first instance - the sums available for any unforeseen events during the works;
• subsequent uncertainty as to how the price increase will be compensated from 2025 onwards (the
“Aid Decree” measure is, at present, only confirmed until 2024; for 2025 the government has
allocated an additional EUR 100 million to the fund but has not yet formally extended the
measure).
The in-depth discussions with Regione Lombardia, which began in April 2023 and ended with the
updating of the Programme Agreement of 14 October 2024, substantially guaranteed the resources for
the most urgent initiatives, with particular reference to the safety of operations (renewal of equipment
and mitigation works for hydro-geological instability).
During the course of 2025, a further update of the Programme Agreement is planned in order to define
the methods of utilisation of an additional EUR 41 million recently identified by Regione Lombardia
within the framework of a regional law. Discussions are still ongoing with the Ministry of Infrastructure
and Transport to verify the availability of national funding in the short and medium term. At the
moment, however, no additional funding has been announced.
The combination of the increase in the necessary requirements and the decrease in the available
resources therefore made it necessary to define an operational plan with Regione Lombardia for the
implementation of the Programme Agreement, which will be incorporated in the Programme
Agreement update.
FERROVIENORD has also taken certain measures to mitigate risks such as:
• price monitoring: purchase of commodity market forecasting services to monitor price and list
dynamics in a structured manner;
• Aid Decree: the decree provides cover for tariff variations between the date of the call for tenders
and the contractual SAL (works in progress);
• provision for raw material risks recorded in the balance sheet as at 31 December 2024.
There is also a further risk linked to the possible loss of funding related to meeting milestones and
deadlines.
The current orders with these constraints are:
• Railway connection of the Malpensa T2 station with the RFI “del Sempione” line for the portion
relating to EU funding (EUR 63.4 million), which provides for a constraint on activation by 31
December 2025; at present, given the progress of the work site, the agreed timetables and the
discussions with Ansfisa, there are no risk profiles that would justify the inclusion of specific items
in the financial statements;
• Renovation of stations in the Milan Metropolitan City area using NRRP funds of the Municipality of
Milan with a 30% work progress constraint by 30 September 2024 and completion by 30 June
2026:
– Milan Bovisa Station (EUR 6.0 million);
– Milan Domodossola Station (EUR 2.0 million);
At present, works have been completed at the Milan Domodossola station and are in progress in
the Milan Bovisa station; therefore, there are no risk profiles such as to justify the inclusion of
specific items in the financial statements.
• ACCM Milan Branch under the National Plan for Complementary Investments (PNC) with a
restriction on completion by 30 June 2026:
– ACCM Busto Arsizio (EUR 20.6 million);
– ACCM Laveno (EUR 18.0 million);
– ACCM Asso (EUR 20.7 million)
At present, in view of the construction progress and the agreed timetables, there are no risk
profiles to justify the inclusion of specific items in the financial statements.

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• Production and distribution plants related to the H2IseO project (EUR 97.0 million) using NRRP
funds with a 50% work progress restriction by 31 December 2025 and completion of works by 30
June 2026; at present, considering the reshaping of the plants subject to NRRP financing, the start-
up of the Rovato plant, the start-up of works at the Iseo and Edolo plants and the reference time
schedules, there are no risk profiles such as to justify the inclusion of specific items in the financial
statements.
On this point, provision has been made for careful monitoring of orders to be able to take remedial
action quickly if necessary.
12.4 TYPICAL RISKS FOR THE MOBILITY AND SERVICES OPERATING
SEGMENT
Risks related to fare policies and traffic developments
Historically, the companies operating in LPT in Italy have had a fare system that has not allowed for a
progressive approach to fares as seen in other European countries with the result that the fares
currently in force, recognised by the Service Contracts, are considerably low with respect to
international rates.
The reduction in the demand for mobility, also in view of the evolution of the economic context and the
changes in travellers' habits resulting from the pandemic crisis, the rising cost of the main production
factors and a failure to adjust tariffs could pose a risk to the continued profitability of existing Service
Contracts.
Service scheduling management processes and careful management of cost trends enable the
maintenance of income balances. The investee companies are also engaged in negotiations with the
Awarding Bodies to revise tariff trends consistent with cost dynamics.
Risk of increased fuel costs
The variable “diesel and methane fuel price” significantly affects the profitability of auto mobile
transport, as shown by the performance of the investee companies FNMA, ATV, La Linea and ASF
Autolinee, as fuel represents a fundamental production factor; in the context of the uncertainty set out
in the previous paragraph "Main risks - Uncertainty of the legislative and regulatory framework", the
impossibility of governing this exogenous variable can only be countered with service revision
proposals consistent with the dynamics of diesel and methane costs.
Labour market risk
There is an endemic risk for the sector related to the difficulty of procuring travelling or specialised
personnel on the market in the field of road-based LPT (e.g. mechanics). This scenario is mitigated by
the implementation of specific actions aimed at facilitating the hiring of talented people in the
company, such as the Academy route, which consists of a 6-month paid internship aimed at obtaining
the D-E and CQC driving licence - with costs fully borne by the company - which provides, in addition to
permanent employment, a joining bonus.
12.5 TYPICAL RISKS IN THE ENERGY SECTOR
Time and cost risks for project implementation
Viridis is exposed to risks arising from possible delays in the procurement of plant components and
project implementation, consistent with the need to maintain adequate technology standards to
ensure market competitiveness. Supply bottlenecks can be related to geopolitical reasons, market
accessibility, increasing global demand for the construction of renewable plants, rising raw material
costs and inflation. These factors can also lead to increased procurement costs. The increase in
investments and the delay in the start-up of plant operations, caused by the delay in the budgeted
time-frame, could result in lost revenues.
Risks associated with the plant authorisation process

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Viridis, when carrying out the technical study and administrative procedures to obtain the necessary
authorisations for the construction of renewable energy parks, is exposed to the risk of not obtaining
the authorisations or suffering delays due to lengthy bureaucratic processes and/or possible appeals
brought by third parties against the authorisations.
Risks related to market competition
The renewable energy market is booming and characterised by relatively low barriers to entry. Viridis is
exposed to the risk that new competitors may enter the market, making suitable areas for plant
construction less available and limiting the ability to negotiate direct supply contracts, such as the
Power Purchase Agreements (PPA), and to sell products on the market at adequate prices to guarantee
expected margins.
Risks associated with plant management
Viridis is exposed to the risk of being unable to guarantee the continuation of expected plant
performance due to maintenance difficulties or extreme weather events that may impact productivity.
Increased maintenance costs or difficulties in procuring maintenance services could lead to increased
costs for the Group and a delay in maintenance work, with repercussions on the operating standards of
the plants.
Availability of renewable resources
Viridis could incur financial damages from the volatility of power generation volumes, with particular
reference to renewable generation and the availability of natural resources such as wind and sun.
Weather conditions that are not in line with forecasts and less sunshine, less windiness could negatively
affect plant productivity.
Market and Commodity risks
Viridis is exposed to fluctuations in the commodities that can generate adverse changes in economic
results (price risk). During the course of its business, Viridis is mostly exposed to fluctuations in
electricity prices for all production plants for which energy is to be sold on the market.
Viridis is also exposed to the risk of a possible worsening of the Italian and global economic conditions
and the resulting fluctuations in energy prices, with a consequent possible contraction in energy
demand (volume risk). The excess of supply over demand or over access capacity to the distribution
network may lead to fluctuations in the energy sale prices, with impacts on revenues and cash flow
generation.
Risks related to legislation and regulations in the business sector
Viridis operates in an ever-changing and highly regulated sector, especially with regard to incentive
activities. Viridis' operations are affected by regulations that affect plant development (obtaining
construction permits and further administrative authorisations), plant commissioning, environmental
protection (landscape and noise pollution regulations), and electricity sale prices.
Risks related to changes in incentive policies for renewable energy production
The profitability of renewable power production depends significantly on national and international
incentive policies. Although incentive policies have been applied continuously in recent years, some of
them have a fixed duration and may run out in the coming years. There is no guarantee that these
policies will continue in the future and that Viridis' plants will be able to benefit from the incentives
currently in place.
12.6 TYPICAL RISKS FOR RAIL PASSENGER TRANSPORT
Risks related to fare policies
Historically, the companies operating in LPT in Italy have had a fare system that has not allowed for a
progressive approach to fares as seen in other European countries with the result that the fares
currently in force, recognised by the Service Contracts, are considerably low with respect to
international rates.

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A contribution to the resolution of this problem is provided by the tariff policy envisaged by the LPT
Pact signed in 2009 by Regione Lombardia with segment operators, which provides for increases not
only linked to inflation recovery, but also to an effective improvement in service quality.
A significant portion of revenues in the rail Passenger Transport segment is from tickets and season
tickets, even in the context of a segment heavily influenced by social needs and therefore supported by
public grants. Revenues deriving from fares only cover a part of the service management costs. The
national legislator defined at least 35% of traffic revenue as an adequate level a coverage of transport
management costs.
Trenord, however, continues along the path of continuous streamlining of its production processes, as,
among other things, provided for in the operating mechanisms of the new Service Contract.
Risk of fare evasion
Fare evasion represents a significant risk for Trenord, given the size of the company's business and the
number of travellers who use the Trenord fleet every day to get around.
In 2024 Trenord continued its objectives of combating fare evasion through the implementation of
actions that provide for the adoption of greater supervision and controls in the stations considered
most critical through the hiring of personnel also dedicated to on-the-ground checks and checks on
board trains (“Assistance and Control” project), the adoption of ticket issuing methods capable of
combating this phenomenon (e.g. implementation of STIBM and SBME, introduction of new automatic
ticketing machines) and introducing daily ticket validity.
Risk of traffic evolution
Market revenues are affected by the change in demand for rail services in terms of volumes on some or
all of the routes served and the type of passenger, also taking into account the evolution of the
economic context and any changes in traveller habits connected, for example, to the effects of the
institutionalisation of smartworking policies.
Trenord pursued its continuous monitoring process in terms of traffic flow and trends during 2024, and
further investments are planned to analyse market demand and as a result define an appropriate
mobility offer.
Specifically, this includes initiatives such as Automatic People Counting – - which makes it possible to
know in real time who is on board the train, providing useful information for both the company and its
passengers - as well as analysis and evaluation tools based on big data aimed at studying demand for
mobility in order to ensure offer flexibility and service effectiveness.
Risk of delay in fleet renewal
In order to improve the quality of service, an investment plan was launched by Regione Lombardia to
renew the fleet of rolling stock in operation. As part of the required continuous increase in production,
it is more important than ever to monitor the plan for the development and entry into operation of new
rolling stock in order to avoid repercussions on service quality in the event of delays in deliveries from
the manufacturers.
The company monitors the rolling stock renewal plan, compliance of new rolling stock delivery with
contractual specifications and any delivery delays. During 2024, there were some delays in the delivery
schedule for the new rolling stock.
To date, production planning is such as to use the available and maintained rolling stock with the
consequent mitigation of the risk in question.
12.7 TYPICAL RISKS FOR RAIL FREIGHT TRANSPORT
Reduced traffic flow
Any exogenous or endogenous variable that determines a reduction in freight traffic flows has an
impact on the operating segment under consideration. Uncontrollable exogenous factors that can
affect traffic flow are recession, oil price trends and in general the cost of transport which have an

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effect on the propensity to move goods. The impact of the risk in question is chiefly economic with a
reduction in sales and profitability.
12.8 TYPICAL RISKS OF THE GROUP’S OTHER AREAS OF OPERATION
Risk of deterioration of the macroeconomic situation and cuts in public spending
In relation to operational risks of IT consulting activities developed by the Group through NordCom it
should be noted that the development of IT activities with third-party customers and government is
conditioned by uncontrollable external variables such as the macroeconomic situation and government
spending power: given the impossibility of controlling this variable, NordCom maintains a flexible cost
structure in order to be able to reduce any impact on profitability connected to the fall in revenues
from these counterparties.

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13 MOST RELEVANT LITIGATION AND OTHER
INFORMATION
The most relevant litigations for FNM and Group companies are summarised below. It should be noted
that, also based on the opinion of appointed consultants, additional charges are not expected with
respect to those already reflected in the separate and consolidated financial statements as at 31
December 2023.
13.1 FERROVIENORD
In relation to the status of the ongoing litigation with the supplier Cogel S.p.A. in liquidation, which was
noted in the Management Report to the Financial Statements as at 31 December 2022, it should be
noted that actions to protect the subsidiary's interest continue, with the monitoring of the liquidation
situation of the counterparty. The dispute was decided in the third instance by the Court of Cassation's
ruling No. 17453/2021, but it has been partially resumed before the Court of Appeal of Milan.
It should also be noted that, as a result of a positive judicial decision, the guarantee relating to these
contracts was collected for an amount of EUR 0.7 million.
The judgement was concluded in the first instance with the Court of Milan decision recognising the
legitimacy of all three resolutions of the contracts agreed with Cogel (also ordering the contractor to
pay the Affori contract penalty equal to EUR 887,239 and make the insurance payment in the Busto
contract equal to EUR 63,194). At the same time, though, it rejected the FERROVIENORD’s damage
claims and ordered the railway company (in relation to the Affori contract) to repay to Cogel – by way of
restitutio ad integrum – the value of the contract works already carried out, i.e. EUR 7,468,694.96. The
decision was appealed by FERROVIENORD and on 1 February 2018 decision No. 534/2018 of the Court
of Appeal was published: it confirmed Cogel's right to the value of the works, as already decided in the
Court of first instance, but unlike the Court, the Court of Appeal quantified the sum due, resulting from
the work progress report, as EUR 8,398,737.40 (and not EUR 7,468,694.96 as claimed by Cogel). The
Court of Appeal amended the Court's judgement to the extent that it had not taken into account the
fact that most of the value of the works executed at the time of the resolution had already been paid
for by FERROVIENORD in the amount of EUR 7,087,783.68. The Court of Appeal therefore ordered
FERROVIENORD to pay Cogel the residual value of the works, amounting to EUR 1,310,953.72 and not
EUR 7,468,694.96 as ordered by the first Court. The Court of Appeal also confirmed the first instance
judgement to the extent in which it ordered Cogel to pay the Affori penalty and the Busto Arsizio
insurance. Finally, FERROVIENORD, jointly and severally with Cogel, must pay legal fees in favour of
Generali Italia S.p.A., for the total amount of EUR 25,560.00 with any additional sums as required by law
and flat-rate reimbursement.
The Court of Appeal's judgement was challenged before the Court of Cassation by Generali Italia S.p.A.,
which asked for FERROVIENORD jointly and severally with Cogel or exclusively to be ordered to repay
the amount of EUR 680,406.91 plus interest and revaluation (equal to the amount already paid to
FERROVIENORD as a guarantee). Subsequently, Cogel also challenged the same judgement requesting
with respect to FERROVIENORD the recognition of default interest pursuant to Legislative Decree No.
231/2002 for an amount of EUR 963,368.99 (in addition to the legal interest already recognised in the
second-instance decision in its favour). FERROVIENORD defended the proceedings and in turn
challenged the second-instance judgement to, among other things, the extent in which it rejected the
claim for compensation for the damages quantified as EUR 3,332,154.54. On 17 June 2021, ruling No.
17453/2021 was issued in which the Court of Cassation: i) rejected the demand of Generali Italia S.p.A.
seeking an order requiring Ferrovienord to pay EUR 680,406.91; ii) rejected the cross-appeal of Cogel
seeking an order requiring FERROVIENORD to pay EUR 963,638.99; iii) upheld the second grounds of
FERROVIENORD's cross-appeal (relating to the damages suffered due to the higher amount paid to the
new contractor for the Saronno-Seregno works); iv) referred the case back to the Milan Court of Appeal
for the continuation of the proceedings between Ferrovienord and Cogel for the damages referred to in
the previous point and for legal costs; v) ordered Generali Italia S.p.A. to pay the legal fees in favour of
FERROVIENORD, amounting to EUR 11,200.00 plus additional sums as required by law. With regard to
the quantification of the damages suffered by FERROVIENORD for the higher amount paid to the new
contractor for the Saronno-Seregno works (see point iii) above), the case was resumed by Ferrovienord

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before the Milan Court of Appeal. On 10 January 2024, ruling No. 463/2024 was issued whereby the
Court of Appeal of Milan ordered Cogel to pay FERROVIENORD the sum of EUR 3,332,154.54, plus
revaluation and interest, by way of damages, as well as to pay the legal expenses quantified in EUR
44,000.00 plus accessory legal fees and EUR 2,529.00 for advance payment. The time limits for appeal
in Cassation have expired, and consequently, the judgment has become res judicata.
In two separate appeals, 41 contractor workers filed an application for the order for FERROVIENORD
(acting jointly and severally) to make a contribution to INPS, respectively of EUR 99,363 and EUR 88,001
for social security contributions accrued under the procurement contract. Subsequently, five other
workers also lodged appeals with two further appeals with which an additional EUR 18,294 was
requested.
Having declared their lack of jurisdictional competence due to the applicants' residence, the cases were
sent to the various courts of the workers’ places of residence. There are currently three cases pending
in first instance, while twelve cases were adjudicated against FERROVIENORD jointly and severally with
Lucentissima, subject to the benefit of prior enforcement against Lucentissima. FERROVIENORD has
appealed to amend the ten first instance rulings. The appeals have already been concluded with rulings
which, while upholding the joint and several liability of FERROVIENORD and La Lucentissima, partially
reduced the amounts awarded to workers. La Lucentissima was declared bankrupt by a judgment
dated 28 April 2021 and, consequently, as the declaration of bankruptcy is brought to the attention of
the Judge in accordance with procedural formalities, the proceedings still pending will be discontinued.
They will therefore need to be resumed by the applicants against the bankruptcy.
FERROVIENORD did not file for bankruptcy of La Lucentissima because the bankruptcy estate is not
sufficient. The two proceedings still in progress were concluded in a similar manner to the others with
judgments nos. 286/2023 and 287/2023 rendered by the Court of Milan on 17.10.2023, declaring
FERROVIENORD's contribution obligation and sentencing it to pay INPS as contributions and to pay the
applicants' legal costs, plus general expenses and accessory legal costs.
Although the proceedings have been concluded, it is deemed appropriate to continue to bind the
amount already indicated in the previous financial statements (with reference to all proceedings
initiated including those concluded) at least until it appears that INPS has recovered its credit from the
La Lucentissima bankruptcy, because, since FERROVIENORD is jointly and severally liable, if INPS does
not recover the entire credit from the bankruptcy, it may have to claim against FERROVIENORD.
ISTAT List Appeal
On 05 December 2023, before the Court of Auditors, FERROVIENORD challenged the ISTAT List,
published in the Official Journal No. 242 of 30.09.2020, in the part relating to its inclusion among Public
Administrations.
The case was referred to the Court of Justice of the European Union for a preliminary and pre-judicial
ruling on a possible conflict between internal Italian legislation (Art. 23-quater of Decree Law No. 137 of
28 October 2020, converted into law by Law No. 176 of 18 December 2020) and European legislation
(Regulations No. 473/2013 and No. 549/2013, Directive 2011/85, ESA 2010). Pending the ruling of the
European Court of Justice, the Court of Auditors, by order of 07 April 2021, accepted the precautionary
petition filed by FERROVIENORD and suspended the effects of its inclusion in the ISTAT List for the year
2021.
In a judgement filed on 13 July 2023, the European Court of Justice ruled out the existence of a conflict
between Italian law, which identifies the competence of the accounting judge to rule on the validity of
the registration of an entity in the ISTAT List, and European law, provided that the principles of the
latter are respected, considering the issue to be of exclusively national relevance.
The case was then resumed before the Court of Auditors, which set the hearing for 06 December 2023,
at which the Avvocatura dello Stato (State Attorney) requested a postponement of the hearing in order
to be able to examine the additional grounds of the other Lists with reference to the appeal notified by
FERROVIENORD on 05 December 2023. With this further appeal, in fact, FERROVIENORD initiated new
proceedings before the Court of Auditors (RG 817/SR/RIS) concerning the challenge of the ISTAT List
published in the Official Journal No. 225 of 26 September 2023 in the part relating to the inclusion of
FERROVIENORD among Public Administrations. At the hearing of 06 December 2023, the Court of
Auditors, upholding the above-mentioned request of the State Attorney, adjourned the case to the
hearing of 20 March 2024.
At the hearing of 20 March 2024, the Court of Auditors joined the judgement RG 817/SR/RIS with the
judgement RG 719/SR/RIS already pending and, accepting the precautionary petition formulated by

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FERROVIENORD, suspended for all effects, including those on public finance balances, the inclusion of
FERROVIENORD in the ISTAT List of Public Administrations for the year 2024. The Court of Auditors also
suspended the aforementioned joined judgements pending the Court of Cassation's ruling on a
judgement (No. 17/2023/RIS) issued by the same Court of Auditors in a case brought by Autostrade del
Brennero S.p.A., based on similar assumptions to the aforementioned joined judgments.
The Court of Cassation, Joint Sections, in its judgment no. 30220 of 25 November 2024, contrary to all
expectations, affirmed that in the matter of challenging the ISTAT annual list of public administrations
prepared pursuant to the ESA 2010, Article 23-quater Decree-Law no. 137/2020, in delimiting the
jurisdiction of the Court of Auditors, Joint Sections, to the sole application of the national regulation on
the containment of public expenditure, did not result in a lack of protection or the failure to respect the
intended purpose of the European Union regulation, with the jurisdiction remaining attributed, for any
further domain, to the Administrative Judge.
According to the Court of Cassation, therefore, the removal of the protection of annulment from the
Accounting Judge entails the 'reallocation' of the general jurisdiction of legitimacy of the Administrative
Judge. With this in mind (and in order to justify such a perspective), the Court of Cassation recognised
the nature of the ISTAT List as an administrative measure, which, however, had been peacefully denied
more recently on the grounds of the nature of a mere 'recognition' of ISTAT's activity.
On the basis of the reasoning followed by the Court of Cassation, subjects who consider that they have
been improperly included in the ISTAT List could choose between bringing an action before the Court of
Auditors to obtain the exclusion of the provisions on the containment of expenditure only, or bringing
an action before the Administrative Judge to obtain the annulment of the ISTAT List, or bringing both.
Therefore, as a more prudential and protective measure, on 24 January 2025 FERROVIENORD appealed
against the ISTAT lists relating to the years 2021, 2022, 2023 and 2024 also before the Regional
Administrative Court of Lazio, requesting their annulment and at the same time resumed the pending
proceedings before the Court of Auditors (which had declared the suspension pending the decision of
the Court of Cassation). The setting of the hearing in both proceedings is pending.
Tax inspections and assessments
With reference to the dispute with the Customs Agency, originating from the import of Stadler
Bussnang AG trains, in relation to which the Customs Agency requested the application of VAT, the case
has developed over the years and is now pending before the Supreme Court of Cassation. The Regional
Tax Commission of Lombardy, with sentence no. 1815/7/2021, rejected the Office's appeal concerning
the recovery of the tax, but declared the sanction claim legitimate, redetermining it at EUR
1,333,076.44.
The Customs Agency appealed against this judgment at the Court of Cassation. FERROVIENORD, for its
part, resisted by filing a counter-appeal and cross-appeal on 4 October 2021, contesting the points of
the unfavourable decision for the Company.
In 2022 and 2023 discussions continued with the State Attorney in charge of the case, who expressed
willingness to consider proposals for an out-of-court settlement of the dispute. However, despite the
efforts to reach an amicable settlement, the Customs Agency did not express any concrete interest in
the proposal received, making the continuation of the litigation inevitable to ensure the full protection
of the Company's interests.
FERROVIENORD's lawyers are actively urging the Court of Cassation to set the date of the hearing, also
by filing motions for a hearing.

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14 PROPERTY ASSETS
As at 31 December 2024, the FNM Group owned some areas in proximity to railway stations and the
related construction rights, the main ones relating to the area of Milan Cadorna, Milan Bovisa, Saronno,
Milan Affori and the Sacconago, Garbagnate Milanese and Novara Terminals. Information about the
main initiatives pursued by the Group to develop these areas is provided below.
FILI PROJECT
FNM, FERROVIENORD and Trenord, together with Regione Lombardia, are committed to “FILI”, an
innovative project for the redevelopment of FERROVIENORD's main connection centres. On the Milan-
Malpensa axis, the largest urban and suburban regeneration project in Europe is planned: a corridor for
the Milan-Cortina 2026 Olympics, with new green, modern and high visibility urban scenarios, which
connects the stations of Milan Cadorna, Milan Bovisa, Saronno, Busto Arsizio and Malpensa with an
unprecedented technological and environmental journey.
For the urban part, the creation of a "synthetic forest” of around 72,000 square metres from Milano
Cadorna station to Domodossola station, which will produce oxygen for Milan thanks to the use of
advanced biotechnologies, will be of fundamental importance. In 2022, a public-private partnership
proposal was received from an international financial group that was positively evaluated in terms of
relevance and consistency with the strategic objectives of urban redevelopment and sustainability, as
included in the FNM Group's 2021-2025 Strategic Plan. The proposal was then forwarded to Regione
Lombardia in order to complete the evaluation process.
A programme of urban and environmental redevelopment in Busto Arsizio will involve the relocation of
car parks to a multi-storey building, allowing large areas of green space to be used for collective
activities, thus connecting the north and south of the city. Technical discussions with the municipal
administration began in 2022.
For the extra-urban part, reforestation is planned with the planting of 800,000 trees for the “Piantalalì”
project in the Lombardy industrial triangle between Milan, Varese and Como, which includes an area of
about 41 thousand hectares crossing 24 municipalities in two provinces of Lombardy.
The project will not only focus on forestation work or the creation of tree and shrub belts in uncultivated
areas, but will also involve nature-based work to be carried out in stations (pertinence and proximity
areas) aimed at improving the comfort of railway service users, as well as more general environmental
resilience, without reducing the function of modal interchange.
Furthermore, FERROVIENORD's project to upgrade the main connection centres includes a 72.7 km non-
stop super cycle track that will connect Cadorna station to Malpensa airport. In 2022, the cycle track saw
the completion of both the technical and governance feasibility project.
Finally, as described in more detail below, the project includes activities by FERROVIENORD for the
redevelopment of the Bovisa Hub with innovative and sustainability-oriented criteria within the
framework of the Reinventing Cities call for tenders and for the reorganisation of the technological and
maintenance infrastructure hub of Saronno Centro, with a view to achieving high standards of
functionality and safety, in addition to improving accessibility and the road network.
Joint working groups involving Regione Lombardia, the Municipality of Milan, FNM and FERROVIENORD
were set up in 2023.
MILAN BOVISA
In March 2018, FERROVIENORD, implementing the provision updating the Programme Agreement,
presented the feasibility study for the modernisation and strengthening of the Bovisa hub, which
envisages the installation of four new tracks and a series of activities on the plant to improve its
potential and flexibility and to allow for the extension of some existing railway services and the
establishment of two new suburban lines.
The Zoning Plan (PGT), approved with Municipal Council resolution no. 34 of 14 October 2019, placed a
portion of areas of FERROVIENORD inside the perimeter of one of the “Interchange hubs”, for which the
Plan identified a specific set of rules because of the specific role attributed to the interchange function
and of the need to promote initiatives for the redevelopment of the system of public spaces and, in the

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specific case of the Bovisa Hub, of the transformation areas present near the station and the railway
embankment. The areas under FERROVIENORD’s competence obtained a building ratio index of 0.35/
sqm.
On 2 December 2019, the regulatory agreements of the partnership between FERROVIENORD and the
Municipality of Milan were formalised for participation in the “Reinventing Cities” call for tenders, an
infrastructure enhancement and urban redevelopment initiative promoted by C40. By decision of 18
May 2021, the Municipality of Milan appointed as winner and definitively awarded the “Bovisa
Interchange Hub” Site to the Mo.Le.Co.La. Team - represented by the lead company Hines Italy RE S.r.l. -
whose proposal also included the construction of the FNM Group headquarters.
FERROVIENORD announced the positive outcome of the verification of the fairness of Mo.Le.Co.La.'s
economic offer, particularly with reference to the economic balance between the offer for the
concession of surface rights and the costs for the construction of the headquarters. However, by note
dated 27 July 2022, FERROVIENORD informed the Municipality of Milan and HINES Italy RE that it was no
longer interested in the construction of the FNM Group's headquarters, which will be located in the
neighbouring Bovisa-Goccia area, affected by the expansion project of the Polytechnic University of
Milan Campus developed by the firm RPBW with Renzo Piano. Following HINES Italy RE's request dated
29 November 2022, on 30 November 2022 the Municipality of Milan confirmed the extension from 30
November 2022 to 30 March 2023 of the terms set forth in the call for tenders for the signing of the
preliminary contract for the establishment of the surface right, while keeping the tender offer
unchanged. Following additional requests received during the financial year, further extensions were
made until 28 February 2025.
In consideration of the fact that the initiatives concerning the railway plan, which are fundamental for
the development of the railway service, constitute substantially independent choices, while the
remaining activities are also related to the development of other important projects in progress/under
development in the area (Mo.le.co.la. project, Goccia project/“Renzo Piano” Master Plan, light rail), the
determination of the conclusion of the Services Conference established the possibility that the project
may also be implemented by functional lots.
On 12 January 2024, the tender for the award of a Framework Agreement for the executive design and
execution of the works was awarded.
SARONNO
The project calls for the reorganisation and move of the FERROVIENORD workshops and facilities from
the areas adjacent to the Saronno Centro station to the FNM areas of Saronno Sud, which represents
the necessary condition to definitively identify the areas available for the presentation of an urban
requalification proposal.
With Resolution no. 3 of 18 February 2021, the Saronno Municipal Council approved the Guideline for
the upgrading of Saronno Centro railway station and reorganisation of the technological - maintenance
infrastructure hub, expressing its approval of the request to Regione Lombardia to initiate and convene
the Services Conference pursuant to art. 19 of Regional Law no. 9 of 4 May 2001.
Municipal Council Resolution no. 34 of 11 March 2021 decided on the “Approval of the Memorandum of
Understanding for the upgrading of Saronno Centro railway station and reorganisation of the technological -
maintenance infrastructure hub”, in implementation of the guidelines expressed by the Municipal Council
in Resolution no. 3 of 18 February 2021.
On 5 March 2021, FERROVIENORD sent Regione Lombardia the documents constituting the technical
and economic feasibility project for the job in question, while also requesting that the Conference of
Services be convened pursuant in particular to Regional Law 9/2001. On 29 October 2021, Regione
Lombardia began the procedure for the approval of the technical and economic feasibility project with
the convening of a Services Conference, pursuant to arts. 14, paragraph 3, and 14-bis of Law 241/1990,
art. 3 of Regional Law 20/2020 and art. 19 of Regional Law 9/2001.
On 26 January 2022, Regione Lombardia transmitted the final report of the Services Conference and with
Regional Government Decree no. XI/6340 of 2 May 2022 approved the technical and economic feasibility
project.

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In 2022, the final planning began with an optimisation of the planimetric/volumetric and functional
layout of the project.
At the same time, dialogue continued with the owner of the adjacent Isotta Fraschini area and the
municipal administration in order to coordinate the two redevelopment projects and provide a site for
the relocation of the railway museum.
In March 2023, FERROVIENORD and Saronno - Città dei Beni Comuni S.r.l. submitted to the Municipality
of Saronno an initial proposal for an integrated intervention programme as a variant to the Zoning Plan
for the Transformation Areas ATUa1, ATUa3 and ATR1 ("PII Proposal").
The final project was approved by Regione Lombardia with Decree no. 17612 of 9 November 2023
following the services conference. The executive project is being developed.
During 2024, the executive project was developed and on 5 December 2024, following regional
approval, the tender was published.
MILAN AFFORI
Approximately 54,000 square metres are involved in the project, of which 53% is owned by FNM and
47% by FERROVIENORD. The approved Integrated Intervention Program ("PII") made provision for the
construction of a total floor area of 27,700 square metres, of which 24,700 sqm for reception and
tertiary activities and 3,000 sqm for commercial and other compatible uses.
The procedure for the selection of an operator interested in the execution of the PII resulted in the
signing of a real estate purchase and sale contract for a total of EUR 14 million with the company GDF
SYSTEM S.r.l. (a company of the Della Frera S.p.A. Group) with deferred payment until 2018.
Having obtained the building permit from the Municipality of Milan on 25 May 2017, FERROVIENORD
proceeded with the call for tenders for joint assignment of the executive design and execution of the
building works for the underground parking lot as envisaged in Art. 6 of the Recognition and
Specification Deed of 26 June 2014. The tender procedure for the joint award of the executive design
and execution of the works ended with the tender being awarded to the company Paolo Beltrami
Costruzioni S.p.A., and the relative contract was signed on 18 July 2018. In 2019, the Contractor
developed the executive design and, on 15 April 2019, work started on the car park. The works under the
responsibility of the company Paolo Beltrami Costruzioni S.p.A. were completed in December 2022. The
final cost of the works - taking into account the 2 Submission Documents and 1 Amicable Agreement
signed as well as price revisions - amounted to EUR 7.5 million, with an increase of EUR 2.9 million
compared to the contractual amount.
However, in the absence of the project for the square above the car park, intended to host the market
(“Market Square”), which is the responsibility of the operator GDF SYSTEM and the Municipality of Milan,
it has not been possible to definitively complete the emergency exits of the car park on the square and
obtain the necessary authorisations, inevitably compromising its full usability.
Therefore, also considering the time elapsed from the stipulation of the 2014 Recognition Deed, the
Municipality, FNM and GDF System agreed on the need to activate a coordinating round-table group to
prepare all documents for the stipulation of a new revision document amending and/or reformulating
some conventional obligations. Furthermore, noting that the economic framework used as a reference
when the Agreement was signed has changed radically, FERROVIENORD commissioned the Polytechnic
University of Milan to carry out a study to assess the economic sustainability of the investment in light of
all the relevant elements. The Polytechnic study showed that parking occupancy rate is a decisive
variable and is considered highly volatile and uncertain. In the case of parking with rotating parking
spaces at municipal rates, it is not possible to reach economic balance, as set forth in the Affori PII
Recognition Deed, and in case of the exclusive application of municipal rates, it is destined to be
managed at a loss.
The Municipality was sent the Polytechnic study and amendments were requested to art. 6 of the
Recognition Deed in order to give FERROVIENORD maximum flexibility in managing the car park. The
Municipality did not provide any feedback.
On the other hand, on 21 September 2021, the Municipality signed a deed with GDF SYSTEM updating
the Agreement and the Recognition Deed, without involving FERROVIENORD and FNM, by virtue of which
GDF SYSTEM was granted a change in the functional mix, or the transformation of 5,000 square metres
of floor space from hotel accommodation to residential. This deed adversely affects FERROVIENORD's

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position in that (i) it makes it jointly and severally liable for the obligations assumed by GDF SYSTEM and
(ii) it significantly reduces the occupancy capacity of the car park, since the construction of a 5,000 sqm
hotel has been eliminated.
In view of this, on 26 November 2021 FERROVIENORD, together with FNM, notified the Municipality and
GDF SYSTEM of an appeal before the Milan Regional Administrative Court to annul the executive
decision approving the above-mentioned deed, with the aim of inducing the Municipality to take
FERROVIENORD's requests into consideration, initiating a review of art. 6 of the Recognition Deed, which
governs the interchange car park.
The Affori interchange car park for public use (hereinafter, the "Car Park") was built by FERROVIENORD
as part of the "Affori Integrated Intervention Programme" (hereinafter, the "PII Affori"), in order to
comply with the commitments set out in the Urban Planning Agreement of 23 June 2010, signed by the
Municipality of Milan, FNM S.p.A. and Ferrovienord S.p.A, and by the subsequent "Recognition and
specification deed of the commitments relating to the Northern Intervention Unit" of 26/06/2014,
entered into by Ferrovienord, FNM, the Municipality of Milan and GDF SYSTEM S.r.l., for the
implementation of the aforesaid PII Affori (the Convention of 23/06/20210 and the Recognition Deed of
26 June 2014 hereinafter jointly referred to as the "Urban Convention").
Further meetings were held with the Mobility Directorate of the Municipality of Milan in 2022 to propose
and share a mechanism to ensure economic and financial balance. By note no. 10029 of 2 November
2022, FERROVIENORD wrote to the Municipality of Milan pointing out the imminent completion of works
for the construction of the car park and the possible harm caused to FERROVIENORD from the delay in
the opening of the car park and asking for: (i) the rapid approval of the Market Square project; (ii) the
formalisation of the already agreed compensation mechanism for car park costs and revenues
necessary to guarantee its economic and financial balance, as inferred from the EFP of 23 September
2022.
On 11 September 2023, the works under the responsibility of the company Paolo Beltrami Costruzioni
S.p.A. were completed and tested. The final cost of the works amounted to EUR 7,594,317 with an
increase of EUR 2,940,926.98 compared to the contractual amount due to 2 Submission Deeds and 1
Amicable Agreement, in addition to the price revision.
During 2023, the following were also created: (i) temporary escape routes that will allow the car park to
be used even before the work is carried out on the square above and destined to host the market
('Market Square'); (ii) the access and payment facilities for the car park; (iii) the video surveillance
systems.
The General Management of FERROVIENORD, in note no. 63-2022, set up a working group with the aim
of planning and managing the activities necessary for the opening of the car park to the public,
scheduled for the first half of 2024.
The Municipality of Milan, FNM and GDF established a joint working group to settle all pending issues
related to the implementation of the PII. The aim of the joint working group is to sign a further act of
recognition and specification of the town-planning agreement.
In fulfilment of its contractual obligations, FERROVIENORD, to the extent relevant here:
a. built, at its own expense, the car park, consisting of a two-storey underground building and a
waterproofed upper slab;
b. on 1 August 2024, Ferrovienord handed over the areas above the car park to the Municipality of
Milan, which at the same time handed them over to GDF SYSTEM S.r.l., for the construction of
the market square.
The car park was opened to the public in June 2024, after the relevant management agreement was
signed with the Municipality of Milan.
The car park consists of two underground levels for a total of approximately 13,500 square metres, has
380 parking spaces and 31 covered motorbike parking spaces, and is located at the interchange
between the regional railway service and Line 3 of the Milan Metro (entrance and exit from Via Ettore
Ciccotti, 5), as well as near the high-speed urban road network in continuation of the 'Milano-Meda'
road route (Viale Rubicone - Via Fermi).
The car park is equipped with vehicle number plate recognition and search systems to speed up entry
and exit as well as contactless payment systems (at the cash desk and at the barriers).

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For security purposes, the car park is equipped with more than 200 cameras and 7 help points, which
are connected to the Ferrovienord operations centre and can be used to request rescue or medical
assistance.
There are communication systems at the cash desks and barriers at the entrance and exit of the car
park, through which one can speak to an operator in the event of a malfunction of the entrance and
exit lanes or the payment system at the cash desks.
The management agreement requires, in particular, that:
a. it is manned 24 hours a day, 365 days a year.
b. the spaces are allocated partly on a rotating basis with hourly rates, partly with both day and
night passes;
c. tariffs, both for rotating parking and for season tickets, are aligned with the other car parks
affiliated with the Municipality of Milan.
The Car Park was opened to the public on 18 June 2024 in "pre-operational" mode; during the first
opening phase, i.e. until 31 August 2024, only hourly rate entrances were made available to the public
in order to better monitor the efficiency of the entire management system and to be able to better
manage any criticalities, thus being able to suspend the service in the event of serious criticalities
without inconveniencing users with forms of subscription (a situation that never occurred).
During the aforementioned first phase, expressions of interest were monitored regarding the uptake of
the types of subscriptions envisaged for Car Park use (annual 24-hour, monthly 24-hour, monthly day
and monthly night subscriptions) and at the same time subscriptions valid from 1 September 2024
were offered on a pre-sale basis.
In the period from 18 June to 31 December 2024, there was a constant increase in the volume of access
to the car park. In fact, accesses grew steadily over the months, reaching 1,495 registered entrances in
December (around 80 daily accesses on weekdays) compared to 268 in July (+458%).
Compared to the EFP forecast, in these first few months:
a. the expected occupancy rates for subscribers are broadly in line;
b. expected occupancy rates for rotating parking have fallen significantly.
SACCONAGO TERMINAL
The construction and management of the Sacconago railway terminal (in the municipality of Busto
Arsizio) was governed by the "Programme Agreement" of 15/05/2006 between the Province of Varese
and FERROVIENORD and by the "Implementation Agreement of the Programme Agreement entered into
between FERROVIENORD S.p.A. and the Province of Varese for the management of the Busto Sacconago
railway terminal" dated 25 June 2009, which called for - at the expiry of the twenty-year period following
the completion of the construction works (2009) - the transfer of ownership from the Province of Varese
to FERROVIENORD, which was already required to manage the Terminal during the twenty-year period in
return for the payment of a six-monthly fee.
FERROVIENORD - following the guidance and coordination deed of FNM S.p.A. dated 15 May 2018
regarding the acquisition of ownership of the Terminal in advance of the term established by the
agreements (2029) - by deed dated 28 December 2018 acquired ownership of the Terminal from the
Province of Varese against the payment of the amount of EUR 4,352,907.50, resulting from the
difference between the total price of EUR 5,291,269.39 and the amounts paid by FERROVIENORD by way
of advance payment pursuant to the agreements.
At the same time, FERROVIENORD signed with the company Malpensa Intermodale S.r.l., a subsidiary of
FNM S.p.A., the lease agreement on the Terminal and the connection contract for the use of the section
of infrastructure connecting the tracks serving the Terminal with the regional railway infrastructure.
The company Malpensa Intermodale S.r.l. is managing the project to upgrade the Sacconago intermodal
terminal, which calls for an expansion on an area of 40,000 square metres, next to the current terminal
in operation. With the expansion project, the following will be created: (i) a new buffer area (for the
storage of goods and for the organisation of loading and unloading operations and interchange by road)
of approximately 20,000 square metres to improve goods handling; (ii) the second module of the
terminal, which will consist of a single operational track; (iii) a three-track area for parking and carriage

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gauge; (iv) work to widen the platforms of the two existing tracks to facilitate train loading and unloading
activities. To compensate for the expansion, a green area of about 11,000 square metres will be created
in the immediate vicinity of the terminal.
From the point of view of the terminal's impact, the expansion will not affect its maximum capacity,
which is currently 3 trains per day for 70 truck entries per day. Indeed, the aim is to make the currently
under-utilised freight terminal more efficient. The works to be carried out, particularly the third track,
will make it easier to accommodate longer trains with semitrailers and avoid queuing outside the
terminal compared to the current situation.
The project Master Plan, which is broken down into three phases (0, 1 and 2), was submitted to the
Municipality on 20 December 2019 and calls for the expansion of the existing Terminal by approximately
45,000 sqm by laying a third operational track as well as building a buffer area where incoming/outgoing
goods can be handled. During 2020, the Company focused on the approval process for obtaining building
permits, which resulted in a new version of the Master Plan being drafted, on which the Municipal
Council passed a positive resolution on 11 November 2020. By virtue of this resolution, on 23 December
2020 an application was filed for an approved building permit for Phase 0.
The building permit was prepared in the course of 2021 in order to proceed to the negotiation phase
with the Municipality to define the content of the Agreement, which will also govern subsequent Master
Plan developments, particularly with reference to the compensatory works in connection with Phases 1
and 2.
In the course of 2022, Malpensa Distripark completed the process of defining the Agreement, including
compensatory works, to be signed with the Municipality of Busto Arsizio in order to be able to begin
Phase 0 works. At the end of this procedure, the Municipality approved the final text of the Agreement.
This Agreement also governed the value of the land owned by the Municipality, to be acquired by
Malpensa Distripark, and the Municipality agreed to undertake to revalue residual building rights in
areas adjacent to the planned development.
As at 31 December 2022, Malpensa Distripark has acquired over 80% of the development areas for
logistics use, as well as all the areas already owned by FERROVIENORD in order to be able to proceed in
the course of 2023 with the execution of Phase 0 and began the process for the implementation plan
and the necessary environmental impact assessments for Phase 1 and Phase 2 works, as well as the
construction of the "life path" to partially complete the compensatory environmental works.
With regard to Phase 0, a contract was signed in May 2023 for the removal of the heaps, which is in
preparation for the start of the Terminal expansion works for which a building permit was issued. The
moving of the heaps was completed on 9 August 2023.
On 4 July 2023, the call for tenders was opened for the terminal expansion works, which was concluded
on 28 July with the submission of two bids, following which the contract was awarded and the works
started on 13 December following the completion of the administrative formalities: the expected
duration of the construction site is 165 days.
With regard to Phases 1 and 2, on 12 October 2023, the delivery of the design mandate for the
implementation plan, i.e. SUAP procedure, took place.
During the financial year 2024, Malpensa Distripark mainly implemented three activities:
• the construction site for phase 0, i.e. the extension of the Sacconago terminal;
• the procedures for obtaining planning permission for the development of phases 1 and 2 and the
related compensatory works, the 'Percorso Vita';
• the continuation of activities as MTO for the development of intermodal traffic to and from the
Sacconago Terminal.
The Phase 0 construction site was duly completed on 30 July with the handover of 95% of the site by
the operating companies. The completion of the works has been postponed, due to the delay by
FERROVIENORD in completing the works on the railway yard, in particular with regard to the electric
traction.
The work was completed in full compliance with the contractual design and costs, with the exception of
some variants related to design changes that became necessary and to plant modifications and
additions required to harmonise the pre-existing systems in the FERROVIENORD-owned terminal.

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On completion of the work carried out in phase 0, today the Sacconago terminal has a total area of
more than 90,000 square metres, three operational tracks of more than 600 m.l., three support tracks
for conventional traffic and two operational tracks for maintenance work on rolling stock.
The entire facility is equipped with LED lighting and a storage area of over 22,000 square metres, where
it is possible to carry out ancillary intermodal activities such as maintenance, repairs and also customs
inspections.
As far as real estate development is concerned, it should be noted that in August 2024 Regione
Lombardia issued new regulations on logistical real estate development. In line with these new
prescriptions, Malpensa Distripark proceeded to fine-tune the master plan and submit it to the Busto
Arsizio municipal administration, while at the same time working with the competent offices of the
Region to define the most appropriate and possibly rapid procedure for the start-up of the
development.
The new master plan, which conforms to the current regulatory plan, was prepared and shared with the
relevant offices of the municipality of Busto Arsizio.
The SEA phase and the traffic study requested by the administration itself were also initiated.
A first phase of commercialisation of the spaces was started, with excellent results.
There was notable and concrete interest in a real estate development within the Sacconago terminal
complex from logistics operators, through the signing of expressions of interest for the lease of the
project properties.
The MTO activity, handled by Malpensa Distripark, focused on the development of traffic between the
Sacconago terminal and the Ferentino terminal, 90 km south of Rome.
The market's response was positive, despite the difficulties that the works and related disruptions on
the FERROVIENORD network and in particular on the terminal outside the terminal produced.
Despite these problems, which reduced the estimated and forecast results by more than 30%,
Malpensa Distripark generated more than 96,500 train-km during the year.
This value, as Malpensa Distripark has been admitted to the recognition of the Ferrobonus
contribution, both at national and regional level, will lead to the recognition of a value of between EUR
90,000 and EUR 100,000 by the Ministry of Transport in the first half of 2025.

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15 EMPLOYEES:
NUMBERS, COSTS AND TRAINING
15.1 NUMBERS AND COSTS
The average number of FTEs of the FNM Group's employees increased from 2,565 (net of the number
of FTEs of the subsidiaries sold during the year, i.e. 224 FTEs) in 2023 to 2,768 in 2024, an increase of
7.9%.
In particular, the Parent Company FNM had an average number of FTEs of 211 compared to 203 for the
previous year (+0.4%).
15.2 INDUSTRIAL RELATIONS
The national collective labour agreement for bus and coach operators, which expired at the end of
2023, was first renewed in December 2024. During the contractual holiday period, the FNM Group
companies, which apply the aforementioned national collective labour agreement, set aside an amount
of EUR 100 to the bargaining benchmark for the first eight months of the year, increased to EUR 200 in
the last four months. The agreement reached at the national level envisages a salary increase of EUR
200 to be recognised in the two-year period 2025/2026, with a one-off contribution, to be paid in 2025,
worth EUR 500 to the benchmark, to cover the year 2024.
On the other hand, the national collective labour agreement for trade, also applied in FNM Group
companies, was renewed in April 2024. This renewal provided for an increase of EUR 70 per month at
the reference level and a subsequent progression that will be applied in the three-year period
2025/2027, for a total of EUR 240 (including the advance already recognised in 2023, worth EUR 30). A
one-off contribution to be paid in two parts (July 2024 and July 2025) worth EUR 175 each was also
envisaged.
At company level, negotiations with the trade unions present in the Group were focussed in particular
on corporate welfare issues. In April 2024, a framework agreement was signed that redefined the
welfare governance system and the structure of the bilateral bodies to which companies belong. In this
context, the agreement recognised the importance of welfare from a broader welfare perspective, in
which companies recognise attention to employees' needs as a strategic tool in personnel
management. The FNM Group's historical bilateral bodies, Fondo Pensione FNM, Cassa di Mutuo
Soccorso FNM, Circolo Ricreativo FNM, have been joined by a fourth body, Alma - Il welfare FNM per le
persone-, with the mandate of responding in an increasingly effective and modern manner to the
needs of people working in the Group's companies, with particular regard to issues such as services for
families, scholarships for children, and support for care activities.
At company level, the FNM Autoservizi company was affected by a company agreement that provided
for the recognition of a one-off contribution for company welfare and the revaluation of some existing
contractual entitlements.
In November 2024, on the other hand, the National Collective Labour Agreement (CCNL) for Industry
Managers was renewed, which applies to FNM Group managers. Consistent with its provisions, in
December the economic treatment applied to FNM Group executives was updated, with a revaluation
of the minimum guaranteed entitlements.
With regard to the National Collective Labour Agreement for Motorway and Tunnel Companies and
Consortia, the Company Delegation, the R.S.A. and the regional/provincial trade union representatives,
taking into account the difficulties generated by the complex structure of the Agreement of 15
December 2022, revised the section on the performance bonus, in order to resolve the problems
generated by the lack of tax exemption for the performance bonus paid in May 2024. The Agreement
was signed on 16 July 2024 and is valid until 31 December 2025; however, while some targets are valid
for two years, others will need to be revised by the first quarter of 2025.

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15.3 TRAINING
During 2024, training initiatives were implemented to enhance relational and managerial skills for
certain professionals, including the provision of some English courses. The activities were always
planned in support of the organisational changes that took place as well as on the basis of the
guidelines received from the management during the annual training needs survey.
The courses organised in e-learning mode on topics related to the code of ethics, relations with the
public administration and the provisions of Legislative Decree 231/2001 are continuing; in-depth
courses were delivered using the same methods, on the subject of ESG and anti-corruption.
Finally, all safety training and refresher courses have been ensured as stipulated in Legislative Decree
81/08 and subsequent amendments and additions.
On the whole, the training activities engaged the employees of the group companies in a total of about
seventy thousand hours of training, as planned in the training plan.
16 RESEARCH AND DEVELOPMENT ACTIVITIES
In June 2022, FNM was awarded, as industrial partner , the “National Centre for Sustainable Mobility”
project funded by the PNRR, which will last for 36 months. Specifically, the project consists of 14 macro-
activities, called “Spokes”, within which the FNM subsidiaries will have to carry out certain tasks aimed at
developing sustainable mobility and national decarbonisation by developing digital solutions with
cutting-edge technologies and a strong interconnection with the industrial fabric. E-Vai was placed
within spoke 9 “ Urban mobility”, which will involve the creation of physical living labs where shared and
100% sustainable mobility services are to be offered.
During the financial year 2024, MISE supported activities aimed at researching and testing innovative
solutions, aimed at the continuous improvement of infrastructures and the evolution towards an
increasingly safe and sustainable mobility. The investee was involved in activities relating to Spoke 7
(CCAM, Connected Networks and Smart Infrastructure). The Spoke 7 project is set to last three
(2023÷2025).
In particular, collaborations with some of Italy's leading universities, established in recent years, have
enabled the launch and consolidation of internship and PhD programmes with the aim of enriching the
company's skills and nurturing the technological and scientific development necessary to meet the
challenges of the future, including the University of Milan Bicocca and the University of Bologna.
At the same time, a number of activities continued in the area of digitisation of the infrastructure,
including the use of machine learning and artificial intelligence technologies for monitoring and
maintenance management. The 'Serravalle Future Drive' project on the development of the Fiat 500e
self-driving car was undertaken in cooperation with the Milan Polytechnic.
In addition, studies in the field of cognitive psychology are underway to explore the relationship
between the driver and the road environment, with the aim of promoting and improving road safety.
As regards the investee E-Vai, during the financial year 2024, the operational activities of Spoke 9 of the
'National Centre for Sustainable Mobility' project, financed by the PNRR and supervised by the Sapienza
University of Rome, continued. Specifically, E-VAI is involved as an industrial partner in three macro-
activities within Work package 2 and 4:
• management support and dataset sharing for the experimentation of the digital twin model,
developed by the Milan Polytechnic, aimed at creating forecasting and predictive models of
mobility flows within railway stations;
• management support and sharing mobility technology for the experimentation of a vehicle,
equipped with remote control sensors, within a specific area located in the Fiorenza depot of the
Trenord company;
• testing of photocatalytic films, which capture and break down nanometric polluting particles,
inside a Trenord train and E-VAI fleet vehicles.

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In May 2024, E-Vai S.r.l. took part in the innovative project 'TUSS - The ultimate sharing system', promoted
and led by the Department of Mechanics of the University of Florence, as a technological partner for
station-based car sharing of full electric 'Golf cars' in the city of Sesto Fiorentino (FI).
With reference to the IT development of the application map, during 2024 E-Vai S.r.l. continued with the
following activities:
• updating the intent map and developing the basic features of the EVA application software , which
led to the automated management, through the use of artificial intelligence ('AI') technology, of the
call centre and customer service process. Specifically, the subsidiary replaced its in-house staff, who
managed the service during the night shift, with the EVA advanced switchboard;
• completion of business and technical requirements gathering activities by the supplier, who is in
charge of the development of the new IT platform for sharing mobility. In addition, IT development
activities have started and should be completed by the first quarter of 2025, which will be followed
by system and user tests.
The Framework Agreement for scientific cooperation between FERROVIENORD and the POLITECNICO
DI MILANO continued to be in place in 2024, with the aim of developing joint training and research
initiatives in areas such as the study of electrical quantities, systems for reducing particulate matter in
tunnels, work spaces and mobility.

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17 SUSTAINABILITY REPORTING - GENERAL
DISCLOSURES
17.1 Drafting Criteria
17.1.1 BP-1 - General basis for preparation of Sustainability Reporting
Starting with the financial year 2024, the FNM Group will prepare its Sustainability Reporting in
accordance with the European Sustainability Reporting Standards (ESRS), following the requirements of
the Corporate Sustainability Reporting Directive (CSRD) with a commitment to provide transparent and
comprehensive reporting on the Group's main sustainability initiatives.
The objective is to ensure a clear view of the environmental, social and governance (ESG) impact of its
business activities and value chain, providing stakeholders with relevant, verifiable and understandable
information. The FNM Group is committed to maintaining high standards of accuracy and consistency
in the presentation of its sustainability performance, so that the data reported are not only relevant,
but also consistent with the reporting standards adopted.
In particular, the scope of ESG data is the same as the Group's 2024 Consolidated Financial Statements,
including all operating entities and also considering value chain activities.
Following their acquisitions, the companies NordCom S.p.A. and Viridis Energia S.p.A. became part of
the Group's consolidation scope as of 15 July 2024 and 23 February 2024, respectively. The acquisition
of NordCom S.p.A., which sees FNM hold 100% of the share capital, allows the Group to optimise the
management of IT systems and information services, while the acquisition of 80% of Viridis Energia
S.p.A. allows the FNM Group to enter the renewable energy sector, establishing its presence on the
market for the generation and sale of green electricity. Through an analysis along the value chain, the
Group has also identified and mapped its relevant impacts, risks and opportunities (IROs) with the aim
of understanding its context and assessing the effects generated on key business relationships. This
analysis includes upstream and downstream activities in the value chain, with a focus on progressively
improving the quality and availability of data to ensure increasingly complete and transparent
reporting.
The FNM Group did not make use of the exemption provided for in Articles 19a(3) and 29a(3) of
Directive 2013/34/EU to omit the disclosure of upcoming developments or matters under negotiation. It
also did not make use of the option to omit specific information concerning intellectual property, know-
how or innovation results.
17.1.2 BP-2 - Disclosure in connection with specific circumstances
Time horizons
The short, medium and long term definitions adopted by the FNM Group are as follows:
• Short term (0-1 years): corresponds to annual planning.
• Medium-term (1-5 years): refers to the five-year Strategic Plan.
• Long-term (>5 years): considers long-term scenarios.
The time horizons are defined on the basis of the timing dictated by strategic considerations and
decisions and are in line with the relevant regulations.
Value Chain Estimates
To ensure an accurate representation of performance, estimates are only used in limited cases, where
complete data were not available, and was carried out according to conservative criteria and
established methodologies. In particular, the information provided on Scope 3 emissions is subject to
greater inherent limitations than Scope 1 and 2 emissions, due to the limited availability and accuracy
of information, both quantitative and qualitative, related to the value chain. Full details of the
methodology adopted, the sources used and any assumptions applied are described in detail in
chapter ESRS E1 - Climate Change. For further information, please refer to the relevant section. This
Sustainability Report provides a comprehensive view of the entire value chain, covering procurement,
production, operations, maintenance and service, as well as relations with external stakeholders. The

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Group is committed to a progressively more detailed description of the most relevant sustainability
issues along the entire supply chain, both upstream and downstream.
Causes of uncertainty in estimates and results
Where material data and information reported in this Sustainability Report are subject to estimations
and uncertainties in the results, this circumstance is disclosed in the relevant section of the Content
Index in paragraph 17.4.1 IRO-2 - Disclosure requirements of the ESRS covered by the company's
Sustainability Statement and corroborated by additional contextual information, in accordance with
paragraph 11 of ESRS 2, in order to ensure maximum transparency on the information value of such
data.
Disclosures required by other legislation or generally accepted sustainability reporting
requirements
The Group has specified in this Sustainability Report and in the respective sections whether the
information has been included in accordance with any other legal provisions or recognised standards
and schemes for sustainability reporting.
Inclusion by reference
In preparing this Report, some of the required information is included by reference to other sections of
this Annual Financial Report. In particular, a reference has been made to Note 39 of the Consolidated
Financial Statements in relation to the paragraph on personnel costs.
Use of transitional arrangements in accordance with Appendix C of the ESRS
As required by paragraph 10.3 of ESRS 1, the Group is not required to disclose the comparative
information required by section 7.1. Therefore, this information is not provided, as this is the first year
of preparing Sustainability Reporting under ESRS.
As stipulated in ESRS 1 - Appendix C, the phase-in measures envisaged for the adoption of the new
standards were evaluated to support the transition from the previous ones. For more details, please
refer to the Content Index in paragraph 17.4.1 IRO-2 - Disclosure requirements of ESRS subject to the
company's Sustainability Statement.
17.2 Governance
17.2.1 GOV-1 - Role of the Administrative, Management and Supervisory Bodies
The Corporate Governance system represents the foundation of FNM's business model, significantly
contributing to the achievement of the company's results, supported by a specific governance system
dedicated to sustainability. Over the years, FNM has constantly adapted its corporate model, moving
towards best practices and basing its management on the principles of ethics, integrity and
transparency.
The Corporate Governance structure of FNM S.p.A. is set up according to the traditional Italian model,
with a Board of Directors (BoD) and a Board of Statutory Auditors appointed by the Shareholders'
Meeting. Appointments are made on the basis of lists submitted by shareholders with a shareholding
equal to that established by CONSOB pursuant to Article 147-ter, paragraph 1, of Legislative Decree
58/1998 and in compliance with the provisions of the Issuers' Regulation approved by CONSOB by
means of resolution No. 11971 of 14 May 1999, as amended. The lists must be filed at the registered
office at least 25 days prior to the date of the Shareholders' Meeting called upon to approve the
appointment of the Directors and Statutory Auditors.
Representatives of employees and other workers do not sit on the Board of Directors, as this is not
provided for by the regulations in force. The Board of Directors and the Board of Statutory Auditors in
office at the end of the financial year 2024 ('Financial Year 2024') were appointed by the Shareholders’
Meeting on 22 April 2024. The Shareholders' Meeting also appointed the corporate bodies for the
financial years 2024-2026, expiring on the date of the Shareholders' Meeting convened to approve the
financial statements for the year ending 31 December 2026.

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The Board of Directors, as the central body of the Company's corporate governance system: (i) is
responsible for defining, applying and updating the rules of corporate governance, in compliance with
the laws and regulations in force and for developing the Company's strategic and organisational
guidelines; (ii) is vested with the broadest powers for the ordinary and extraordinary management of
the Company, without exception (iii) in guiding the Company, pursues the objective of sustainable
success, as the creation of value in the medium-long term for the benefit of shareholders, taking into
account the interests of other stakeholders relevant to the Company and its Group; (iv) defines the
strategies of the Company and the Group in accordance with this objective and ensures their effective
implementation.
The Board of Directors consists of seven directors, one of whom is drawn from a list submitted by
minority shareholders. At the time of appointment, five directors declared themselves independent,
representing 71.42% of the total number of board members. Following the 2024 Shareholders' Meeting
and as illustrated in the table below, the number of independent members was reduced to 3, or 42.85%
of the total number of members.
The Board of Directors delegated Group management powers to the Chair, without establishing an
Executive Committee or appointing a Chief Executive Officer, ensuring that the Chair has adequate
experience and authority within the Group's business sectors.
It also resolved to grant one Director specific powers pertaining to the promotion, supervision,
coordination and implementation of initiatives of a strategic nature for the FNM Group in the
infrastructure sector and one Director specific powers pertaining to the identification, promotion,
supervision and coordination of initiatives of a strategic nature for the FNM Group in the sector of
technological innovation and development of digital platforms.
The Board of Directors is supported by four committees set up within the Board, with investigative,
advisory and proposal-making tasks:
• Committee for Social and Ethical Responsibility,
• Remuneration Committee,
• Control, Risk and Related Party Transactions Committee
• Committee for the Designation of the Corporate Bodies of the FNM Group Companies.
These committees play an important role in advising and proposing, with a focus on risk management,
sustainability, transparency and remuneration. To complete the governance structure, the Board of
Statutory Auditors, consisting of three full auditors and two alternates, supervises compliance with the
law and the articles of association, administrative correctness and the adequacy of the organisational,
administrative and accounting structure.
Minority members of the Board of Statutory Auditors are responsible for the election of 1 Standing
Auditor, who will be the Chair of the Board of Statutory Auditors, and 1 Alternate Auditor.
The Board of Statutory Auditors is responsible, in particular, for ensuring that the Company complies
with the law and the Articles of Association, with the principles of proper administration and
adequately instructs its internal departments and subsidiaries. The Board of Statutory Auditors must
also supervise the adequacy of the Company's organisational structure, for the aspects under its
responsibility, the internal control and risk management system and the administrative-accounting
system, as well as the reliability of the latter to correctly represent operating events, carrying out the
necessary checks to this end.
The tables below summarise the main data on the composition of the Board of Directors and the
relevant Internal Board Committees:
12 The procedure usually followed by the Board in order to check independence establishes that the fulfilment of the independence
requirements set out in the Consolidated Law on Finance and in the Corporate Governance Code must be declared by the Director upon
appointment at the Shareholders' Meeting and assessed and, if necessary, confirmed by the Board during the first meeting held
after such appointment and subsequently, at least once a year, based on an assessment inspired by the principle of substance
over form.

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Board of Directors

Name | Role | Executive | Independence 12 | Gender | Year of birth | List | Date of first appointment
Andrea Angelo Gibelli | P / CEO | x |  | M | 1967 | M | 25/05/2015
Gianantonio Arnoldi | VP |  | x | M | 1958 | M | 25/05/2015
Fulvio Caradonna | Director with delegated powers | x |  | M | 1962 | M | 22/4/2024
Francesca Pili | Director with delegated powers | x |  | F | 1980 | M | 22/4/2024
Maria Teresa Tomaselli | C / LID |  | x | F | 1986 | M | 22/4/2024
Ivo Roberto Cassetta | C |  |  | M | 1962 | M | 30/04/2021
Paola Panzeri | C |  | x | F | 1972 | m | 22/4/2024

CEO: Chief Executive Officer of FNM
C: Director
C/VC: Chair/Deputy Chair of the Board of Directors
LID: Lead Independent Director
M/m: Taken from the list that obtained the majority (M)/minority (m) of the votes cast by the capital represented at the
shareholders’ meeting.
Committees in the Board of Directors

Name | CCR-OPC | CRS | CR | CCG
Andrea Angelo Gibelli |  |  |  | C
Gianantonio Arnoldi | P | C | C | P
Fulvio Caradonna |  |  |  | C
Francesca Pili |  |  |  |
Maria Teresa Tomaselli | C |  | P |
Ivo Roberto Cassetta | C | C | C |
Paola Panzeri |  | P |  |

CCR-OPC: Control, Risk and Related Party Transactions Committee
CRS: Committee for Social and Ethical Responsibility
CR: Remuneration Committee
CCG: Committee for the Designation of the Corporate Bodies of the FNM Group Companies:
P: Committee Chair
C: Director
Board of Statutory Auditors

Name | Role | Gender | Year of birth | List | Date of first appointment
Marco Gurioli | P | M | 1978 | m | 2024
Paola Luretti | E | F | 1967 | M | 2024
Massimo Codari | E | M | 1961 | M | 2018

P: Chair of the Board of Statutory Auditors
E: Standing Auditor
M/m: Taken from the list that obtained the majority (M)/minority (m) of the votes cast by the capital represented at the
shareholders’ meeting.
FNM has adopted criteria on diversity, including gender diversity, in the composition of the Board of
Directors and the Board of Statutory Auditors, thus ensuring an adequate level of competence and
professionalism among their members.

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In particular, on 18 March 2025, FNM confirmed the diversity criteria set out in the Board of Directors'
diversity policy approved on 18 March 2021 (the Diversity Policy). The Diversity Policy aims to identify
the optimal features of the qualitative and quantitative composition of the Board of Directors so that it
can effectively fulfil its duties, taking decisions that can concretely benefit from the contribution of a
range of qualified, diverse points of view, which enables it to examine issues for discussion from
different perspectives. That said, the Diversity Policy requires the number of Directors belonging to the
less represented gender to be at least no less than 40% of the total number of Board members, both at
the time of appointment and during the term of office. The current Board is composed of 43% female
members, with a male to female ratio of 4/3. With regard to the other diversity criteria and without
prejudice to the fundamental Director requirements of skill and professionalism, the Company has
identified criteria aimed at guaranteeing an adequate composition for the performance of the tasks
assigned, in the conviction that a balanced and harmonious composition of the Board of Directors is a
fundamental prerequisite for effective company management.
With reference to the Board of Statutory Auditors, the Company has identified criteria aimed at
ensuring that the composition of the control body is adequate for the performance of the supervisory
tasks entrusted to it.
In particular, the Board of Statutory Auditors, which met on 3 March 2025, confirmed the Diversity
Policy in relation to the composition of the control body, as approved on 4 April 2018 and subsequently
updated on 28 February 2023.
This Board Diversity Policy aims to identify the optimal features of the composition of the Board of
Statutory Auditors so that it can effectively fulfil its supervisory duties, taking decisions that can
concretely benefit from the contribution of a range of qualified, diverse points of view, which enables it
to examine issues for discussion from different perspectives.
The members of the BoD have diverse experience in sectors relevant to the company's work, including
public transport, infrastructure management, local public services and the administration of public and
private entities. The members' diverse backgrounds include legal, economic, administrative and
architectural expertise, as well as significant skills in the management of complex infrastructure
projects, both at national and local level.
Some members have gained direct experience in government and regulatory affairs, working with
regional and national institutions. Others, with managerial and leadership roles in public and private
companies, bring to the board skills in administrative coordination and management strategy for public
utility sectors. In addition, the Board of Directors has established and specialised expertise in the
management of environmental issues. Thanks to a strong presence in decision-making and technical
circles, participating in strategic scientific committees such as that of Regione Lombardia's Department
for the Environment, the BoD is distinguished by its profound sense of awareness of the challenges and
opportunities related to sustainability, which are particularly relevant in the infrastructure and large-
scale works sectors. In the environmental field, these skills translate into the ability to lead the Group
towards advanced solutions for the energy transition, ensuring a proactive and environmentally aware
approach to the challenges. On a social and governance level, the Board's knowledge enables it to
responsibly manage the dynamics of rights protection, human capital enhancement and transparency,
while successfully addressing the related risks and promoting the Group's compliance with
international sustainability standards. Thanks to this vision, the Board is able to seize strategic
opportunities that strengthen its ability to respond to complex scenarios and promote sustainable and
integrated growth.
Sustainability is a key element of the FNM Group's long-term business strategy, aimed at ensuring
lasting and sustainable success. The Board of Directors oversees ESG issues, including sustainability
risks and opportunities. Supported by the Audit and Risk Committee, it examines in particular periodic
non-financial information relevant to the internal control and risk management system. To strengthen
its commitment to corporate social responsibility, the Group has implemented a Sustainability
Governance System, in line with the new Corporate Governance Code. The main actors in this system
are two internal board committees: the Social Responsibility and Ethics Committee and the Control,
Risk and Related Party Transactions Committee, as well as the FNM CSR-Sustainability Function.
The CSR-Sustainability Function also has the task of monitoring the integration of sustainability
principles in the Group's activities and overseeing the process of drafting the Sustainability Report, pre-
approving the findings on impacts, risks and opportunities of the Double Materiality analysis and the

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correlation with the main risks and practices adopted, a joint activity with the FNM's Control, Risk and
Related Party Transactions Committee.
The Chair of FNM oversees, with the support of the Social and Ethical Responsibility Committee, the
Board's decisions on issues related to sustainability as well as strategic and industrial planning
activities, taking care of their implementation and any updates, and verifying their implementation
status, together with the Director responsible for the infrastructure sector. In fact, the Plan includes the
management of initiatives to reduce climate-changing emissions, the monitoring of social and
environmental performance through specific KPIs, the promotion of sustainability and the
management of key risks and opportunities, integrated into the SCIGR and presented regularly to the
Bo D.
To ensure that the administrative, management and supervisory bodies have the necessary expertise
on sustainability issues, the Board of Directors has established a governance system that includes
specific structures to supervise, guide and coordinate ESG issues, with a focus on the CSR-Sustainability
Function, which is in charge of monitoring the integration of sustainability principles into activities.
In view of regulatory updates, the Group promotes training activities for corporate bodies, ensuring
that boards and committees acquire and maintain the necessary skills to address ESG-related risks and
opportunities. These skills are essential to assess the impact of strategic decisions also with regard to
ESG objectives, thus contributing to the mitigation of risks and the enhancement of opportunities for
the company.
17.2.2 GOV 2 - Information provided to and sustainability matters addressed by the
undertaking's administrative, management and supervisory bodies
With reference to the activities carried out by the Board of Directors, in 2024 it met 21 times, with
meetings averaging about 110 minutes and attended regularly and diligently by its members.
Also in the year 2024, the Committees established in the Board of Directors met periodically on their
respective issues in order to report to the Board on their assessments and/or express their opinions on
the items on the agenda. The Committees report to the Board on their activities at the next meeting of
the Board of Directors on a half-yearly/annual basis, depending on the nature of the Committee and
the topics.
Material IROs, presented in the Sustainability Report under section G1 IRO-1 - Description of the
processes to identify and assess material impacts, risks and opportunities, are subjected every two
years to the Double Materiality analysis process, which involves the administrative, management and
supervisory bodies for assessment and approval. Specifically, the results of this analysis are submitted
for approval and evaluation by the FNM Social Responsibility and Ethics Committee and the FNM
Control, Risk and Related Party Transactions Committee, and subsequently approved by the FNM Board
of Directors.
17.2.3 GOV-3 - Integration of sustainability-related performance in incentive schemes
The incentive schemes of FNM and the Group are detailed in the Remuneration Policy and in the
regulations and plans for the implementation of this policy. This document ensures transparency in the
incentive system by establishing a distinction between fixed and variable components of remuneration,
linked to the achievement of clear and measurable objectives. The document defines the guidelines,
criteria and rules that all corporate bodies must observe in order to determine the remuneration of the
Directors, the General Manager and the Key Management Personnel, employees and, in compliance
with Article 2402 of the Italian Civil Code, the members of the Control Body of the Company.
The Remuneration Policy contributes to the pursuit of the Company's strategy and is key in the
achievement of the objective of creating value in the medium/long-term for the benefit of
shareholders, taking into account the interests of other stakeholders relevant to the Company and its
group (the "Sustainable Success"). It is based on a fixed component and a variable incentive component
(short-term and medium-long term), linked to the achievement of predetermined performance
objectives of a financial and non-financial nature that can be objectively measured, and which may

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consist of a cash remuneration (bonus or other monetary incentives) and/or the assignment of financial
instruments and/or a share in the year's profits.
In 2024, no variable remuneration was approved for members of the Board of Directors.
The performance objectives, on which the payment of the short-term variable component (Management
by Objectives, MBO) to the General Manager and the other Key Management Personnel depends, are
divided into annual objectives (i) of an economic-financial-income nature, of a corporate nature and to
be calculated on a consolidated and adjusted basis; (ii) of an ESG non-financial nature, at individual or
corporate level; and (iii) connected with the implementation and realisation of strategic projects, at
individual or corporate level. ESG objectives are set with a variable weight on the total.
Starting in 2022, the Long-Term Incentive (LTI) plan was also launched to increase the focus on
sustainability goals. The performance targets in the LTI Plan adopted from time to time have a four-
year duration based on the term of the Strategic Plan and will be updated consistently with the new
Plan. The General Manager and Key Management Personnel are assigned 2 objectives (one objective of
an economic/financial/corporate nature different from the one referring to the MBO system and the
other ESG objective, of an individual or corporate nature, different from the one referring to the MBO
system, the ESG objective has a weight of 15%). The terms and conditions of the incentive schemes are
approved and updated at company level by the Board of Directors, with the support of the delegated
bodies, the Remuneration Committee, the Head of Human Resources and, where applicable, after
obtaining the opinion of the Board of Statutory Auditors.
Although there are currently no specific incentives linked to the reduction of greenhouse gas (GHG)
emissions, the Group recognises the importance of integrating climate considerations into its incentive
mechanisms. For this reason, an evaluation is in progress to include GHG emission reduction targets in
the remuneration policy in the future, thus strengthening the alignment between corporate strategy
and sustainability commitments.
17.2.4 GOV-4 - Statement on Due Diligence
The following table shows the practices adopted with regard to Due Diligence and the relevant
paragraphs within the Sustainability Report.
With reference to the UN Guiding Principles on Business and Human Rights and the OECD Guidelines,
the following elements of Due Diligence are applied:

ESRS 2, GOV-4, RA10 Core elements of Due Diligence | Paragraphs in Sustainability Reporting
Embedding due diligence in governance, strategy and business model | General disclosures ESRS 2 GOV-1, GOV-2, GOV-3, GOV-5 General disclosures ESRS 2 SBM-1, SBM-3 General disclosures ESRS 2 IRO-1
Engaging with affected stakeholders in all key steps of the due diligence | General disclosures ESRS 2 SBM-2 General disclosures ESRS 2 IRO-1 Social information S1-2
Identifying and assessing impacts | General disclosures ESRS 2 IRO-1
Taking action to address negative impacts | Social information S3-1, S3-2, S3-3 Social information S4-1, S4-2. S4-3 Governance Information G1-2, G1-3
Tracking the effectiveness of efforts and communicating | Social information S3-4 Social information S4-4 Governance Information G1-6

17.2.5 GOV-5 - Risk Management and Internal Controls over Sustainability Reporting
The system of internal controls is a fundamental element of the overall governance system of the
Company. It plays a central role in the organisation and makes it possible to ensure effective control of
risks, in order to guarantee that the activity is in line with the company's strategies and policies and is
characterised by sound and prudent management. To this end, FNM adopts an integrated and
13 AMM PO 21 Drafting of Sustainability Reporting, 25 February 2025.

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widespread Internal Control and Risk Management System (SCIGR) at various levels of the
organisational and corporate structure, consisting of the set of rules, procedures and organisational
structures aimed at effectively identifying, measuring, managing and monitoring the main risks in order
to contribute to the sustainable success of the Company in line with the defined strategies.
In particular, there are two main Board-level committees dealing with risk management and internal
controls on sustainability issues: the Social Responsibility and Ethics Committee and the Control, Risk
and Related Party Transactions Committee. In addition, the CSR-Sustainability Function contributes to
the supervision and coordination of sustainability activities, including the drafting and management of
IROs in line with corporate policies. In addition, the Sustainability Report is pre-approved by the Social
and Ethics Accountability Committee.
To further strengthen the internal control system over the sustainability reporting process, the Group
prepares internal Letters of Attestation that formalise the assumption of responsibility at the head of
each Group Department/Function/Company included in the reporting perimeter on the reliability,
accuracy, timeliness and completeness of the data and information that are provided to the CSR-
Sustainability Function for their consolidation in the Sustainability Report. In addition, the internal
procedure 13 was updated to prepare the document that defines the process for drafting, approving and
publishing the FNM Group's Consolidated Sustainability Report, in compliance with CSRD and ESRS.
As an integral part of the SCIGR, the FNM Group prepares and adopts an Enterprise Risk Management
(ERM ) process, aimed at identifying, measuring, managing and monitoring the key risks of its business.
The process is structured according to international best practices and standards (e.g. UNI ISO
31000:2018, CoSo framework ) and governed by specific internal regulations approved by the Board of
Directors.
Prior to starting Enterprise Risk Management (ERM) activities, the Board of Directors defines the risk
appetite, indicating the level and types of risk the Group is willing to take on in order to achieve its
strategic objectives. The ERM process is structured into several steps, such as the context analysis and
assessment of external and internal factors, the comprehensive mapping of risk scenarios, the analysis
of inherent and residual risk, the weighting and identification of priority risks, management through
actions to address the risk, constant monitoring of the risk profile and the associated progress, and,
finally, the representation of the overall risk profile and its effects to the management bodies.
Relevant risks identified in the context of the Group's Sustainability Reporting include the non-receipt
or delayed receipt of the data necessary to complete the disclosure by corporate functions and
companies, as well as any errors or delays in the process of preparing, approving and publishing the
document, as required by Legislative Decree 125/2024, which requires compliance with specific
deadlines for submission and publication.
To mitigate the risk of delays and ensure the accuracy of data, the Group has adopted a series of
specific measures, such as the aforementioned Sustainability Reporting Operating Procedure, which
defines the time-lines, roles and responsibilities for all Functions involved, ensures the accuracy and
completeness of data and the relative promptness of the information flows transmitted. In addition,
regular meetings are organised with both corporate functions and the Social and Ethics Committee to
align time-lines, monitor progress, ensure constant oversight of all aspects of sustainability governance,
and facilitate the coordination of activities between different corporate functions.
FNM's CSR-Sustainability Function has also adopted a Cloud Computing platform to ensure an orderly
and accurate data collection process. This tool makes it possible to organise a clear and structured
information flow, starting from the person responsible for collecting the data and information (data
owner) to the person responsible for approving it (data approver), ensuring that each piece of
information is verified and confirmed before it is used. Within the specially prepared forms, key
information is collected, such as the identity of the person responsible for the compilation, the date of
inclusion, the reporting period and boundary, as well as the specific metrics for the area covered. This
system, therefore, not only facilitates transparency and traceability of data, but also ensures that each
step is documented and each piece of information approved. The adoption of the dedicated platform
enables the optimisation and traceability of the data management, information flow and
reporting process. Furthermore, the Group is progressively taking the opportunity to correlate the
information in the Sustainability Report with the financial data in the Financial Statements as much as
possible. In particular, an analysis of the current and expected financial effects of material risks and
opportunities is required. This solution centralises and automates processes, ensuring that information

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is consistent, accurate and up-to-date in real time, facilitating collaboration between teams and
improving efficiency and transparency in the management of sustainability-related business
information.
The platform guarantees ESRS compliance and is structured to comply with the characteristics of the
European Single Electronic Format (ESEF), allowing the creation of a document that complies with
European regulations, enabling transparency and comparability of information.
These measures improve the timeliness and accuracy of the data collection process, ensuring reporting
compliance. The Group integrates the results of risk assessment and internal controls into the
sustainability reporting process, using an established governance structure and following specific and
rigorous procedures.
17.3 Strategy
17.3.1 SBM-1 - Strategy, Business Model and Value Chain
FNM is an integrated player in the management of infrastructures, in the provision of mobility services
in Northern Italy and in the production of renewable energy, which aims to be a driving force for the
competitiveness of the metropolitan and regional areas in which it operates, with innovative, safe and
sustainable services.
The Group has a business model divided into four strategic segments:
• Infrastructure for Mobility : management of toll motorway infrastructure, including the Milan
ring road system and the section between Milan and Serravalle, management of the regional
railway infrastructure in Lombardy and an intermodal terminal, as well as the logistical
development of adjacent areas.
• Energy: production of renewable energy, development, construction and operation of
photovoltaic and wind power plants, production, storage and distribution of hydrogen.
• Ro.S.Co: leasing of rolling stock mainly for local public transport, corporate services, ICT and
corporate venture capital. Development of digital platforms and innovative services including
infrastructure management and technology integration solutions in the field of mobility.
• Mobility and Services: offering local public transport and contract services in the provinces of
Varese, Brescia, Como and the Veneto region, digital payment services and electric and hybrid car-
sharing .
The staff of the FNM Group operates entirely within the Italian territory, respecting agreements with
public authorities and acting with care with a view to continuous improvement of services in response
to customer needs. The expected results are reflected in a high level of stakeholder satisfaction
through constant monitoring of its own performance, continuous dialogue with stakeholders and
upgrading of infrastructure. In particular, the adoption of new technologies and innovative solutions
helps to improve the user experience, minimise the negative impact on the environment and ensure an
improved infrastructure for greater energy efficiency. The actions undertaken are also aimed at
generating a positive impact on the quality of life and well-being of users, while enhancing social and
relational capital.
The Strategic Plan 2024-2029, approved by the Board of Directors on 18 November 2024, steers the
Group towards innovative, sustainable and inclusive development, responding to the challenges of
sustainability and competitiveness. Aware of the importance of its role in supporting the country's
ecological transition and in a context where the population is increasingly concentrated in large
metropolitan areas, the Group has aligned its strategy on crucial topics such as sustainable collective
mobility, ecological transition and digitisation. In fact, the Plan identifies ecological transition as a driver
by providing initiatives that promote decarbonisation, urban regeneration and biodiversity protection.
In particular, it is structured around two fundamental pillars, namely Sustainable Mobility and
Renewable Energy, providing for the implementation of interconnected, advanced and digitised
transport infrastructures and ensuring greater safety, accessibility and digitisation of services. In
parallel, it highlights the commitment to the development of renewable energies and the creation of an

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innovative energy ecosystem based on hydrogen as a strategic vector for low-emission mobility. The
Strategic Plan includes operational assumptions geared towards stable and sustainable growth, while
ensuring financial solidity. The fundamental prerequisites for its drafting are transparency in decision-
making and the adoption of advanced governance practices aimed at strengthening commitment to
stakeholders.
Among the most relevant sustainability targets, to be achieved by 2029, are:
• a 35% reduction in CO2 emissions generated by the provision of public road transport services and
corporate consumption, compared to 2023 levels;
• the production of 650 GWh of renewable energy from photovoltaic and wind power sources.
In addition, strategic initiatives to support the energy transition include the projects:
• H2iseO for the introduction of hydrogen trains along the Brescia-Iseo-Edolo line;
• SerraH2Valle for the creation of a hydrogen refuelling network along the managed motorway
network contributes to the Group's sustainability goals especially in the area of low-emission
mobility. The initiative covers specific groups of products and services related to hydrogen
infrastructure, and involves different categories of users involving the geographical areas along
the motorway network
• FILI, a major urban and suburban regeneration of the main connection centres along the railway
network under management.
For more details, please refer to section E4-4 - Biodiversity and Ecosystem Targets.
In the field of Sustainable Mobility, which includes the segments Mobility Infrastructure, Ro.S.Co.
and Mobility and Services, the main objective of the FNM Group is to consolidate a hub for integrated
and multimodal mobility. The Group actually plans to expand and enhance its offering in rail and road
public transport, while also strengthening its presence in motorway concessions. This Plan therefore
includes the renewal of the fleet with lower environmental impact vehicles, infrastructure
enhancement, also in its role as the implementing body for investments funded by Regione Lombardia,
and the integration of innovative digital systems, also thanks to partnerships aligned with the Mobility
as a Community approach.
The Group is committed to making the transport system more accessible, safe, technologically
advanced, and sustainable, with the goal of improving the quality of public and private mobility while
contributing to decarbonisation and the evolution of mobility models in Italy.
In the field of Renewable Energy, the FNM Group aims to actively contribute to Italy's energy transition
by becoming a key player in renewable energy production with the construction of an additional 280
MW of photovoltaic and wind plants by 2029, as well as in developing hydrogen solutions to support
transport networks.
Innovation is confirmed as a defining element of the Group's strategies, which has focused on the
acquisition of stakes in strategic start-ups such as Sportit S.r.l., Busforfun.com S.r.l., and Mbility, with the
aim of integrating new mobility paradigms based on innovation and data exploitation. In addition, the
Group has committed to invest up to EUR 10 million in the InfraTech segment of CDP Venture Capital
Sgr's Corporate Partners I Fund.
Overall, in order to achieve the objectives of the Strategic Plan, the Group has planned an investment
with own funds of about EUR 1.3 billion over the 2024-2029 period, financed through a mix of financial
instruments consistent with its business profile, in addition to the management of investments
financed by Regione Lombardia for about EUR 1.8 billion. Each strategic pillar is associated with specific
metrics and clear targets.
For the purposes of analysing the FNM Group's value chain, physical and economic data relating to the
main supply sectors were taken into account, with the aim of taking advantage of and prioritising them.
This analysis made it possible to outline the weight of the different supply chains, in terms of impacts,
risks and opportunities, and to place them in the broader context of the Group's operations.
The upstream value chain is based on a diversified network of suppliers operating in the key sectors
identified to ensure the supply of raw materials essential to the company's activities. These sectors
provide crucial resources for the development of infrastructure, transport and energy systems,

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supporting the quality and efficiency of the Group's operations. The main resources relevant to the
value chain of the different divisions are summarised below:
• Construction: the construction and maintenance of road, rail and intermodal infrastructures are
based on the use of materials such as cement, crushed stone, aggregates and wood, in addition to
metals such as aluminium, steel and copper, which are indispensable to guarantee the strength
and durability of the works.
• Manufacture of other means of transport: the construction and maintenance of trains and
buses require a combination of innovative and high-performance materials, including plastics and
polymers for specific components, as well as steel, copper and aluminium, used for structures and
transmission systems. These resources are complemented by energy, which is indispensable to
power the production and technological processes of this supply chain.
• Energy generation: the energy sector contributes strategic resources such as electricity, natural
gas and petrol, as well as advanced materials such as ferromagnetic magnets and glass fibre.
These elements play a key role in the innovation of transport systems and production, ensuring
high performance and greater sustainability.
The 'downstream' value chain is closely linked to the provision of services and the value created for end
users. FNM's activities are in fact designed to offer safe, reliable and sustainable transport, meeting the
needs of customers, travellers and local communities. This phase is characterised by:
• constant attention to the passenger experience, with initiatives such as regular surveys and
awareness-raising campaigns;
• collaboration with local communities to improve infrastructure and reduce noise and
environmental impact;
• a commitment to mobility that is increasingly inclusive and respectful of travellers' needs.
Thanks to the integrated management of these activities, the FNM Group is a reference point for
sustainable mobility, contributing to improving the quality of life in the areas served.
17.3.2 SBM-2 - Interests and views of stakeholders
The FNM Group is committed to continuous and constructive dialogue with its stakeholders, involving
different categories through engagement and listening initiatives. The dialogue activity is extended to
the main stakeholders identified, including employees, trade union representatives, public bodies,
companies and strategic partners, other representatives of the local community and Regione
Lombardia, FNM's main shareholder.
Internally, the FNM Group with the FNM CSR-Sustainability Function organises training and
opportunities for engagement attended by Top Management and company representatives of the main
Departments/Functions involved in the reporting process. On these occasions, the main activities and
projects in the field of sustainability are shared, also in relation to the changing context. At the external
level, the engagement activity is developed on two fronts: direct listening, through meetings on the
territory with institutions and public bodies (including municipalities, provinces, Local Public Transport
Agencies and Regione Lombardia) and indirect listening, through an online communication to a group
of key stakeholders holding top positions within credit institutions, companies, foundations and non-
governmental associations, academia and journalism.
On a case-by-case basis, the Group evaluates the most effective methodology for engagement in order
to gather suggestions on internal and external expectations and needs. During these moments of
discussion, stakeholders have the opportunity to share their views on different topics.
In recent years, various engagement activities have highlighted the key role of LPT in sustainable urban
mobility, which provides a responsible alternative to individual travel and also offers economic, social
and environmental benefits to communities. In addition, integration between the different modes of
public, rail and motorway transport has been promoted, enabling the development of a mobility
system that is coherent, resilient and in line with the Group's sustainability goals. Most stakeholders
positively valued the impact that FNM can have in the energy transition, especially through long-term
investments in the areas of the hydrogen supply chain, urban regeneration, technological innovation
and the production of renewable energy.

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Below is a description of the FNM Group's main stakeholder categories:
• Shareholders, investors and lenders: the FNM Group aims to maximise the value of the
Company to protect its shareholders, investors and lenders, including Regione Lombardia, with
whom it establishes ongoing and transparent dialogue. Communication also takes the form of
institutional documents, such as annual and interim reports, the Corporate Governance Report,
financial press releases, road shows and corporate presentations.
• Public bodies: The FNM Group liaises with various administrations and stakeholders with the aim
of creating an integrated and sustainable transport system that takes into account the needs of
traveller customers. The main administrations and organisations involved include the Ministry of
Infrastructure and Transport, Provinces, Municipalities and Local Public Transport (LPT) Agencies.
Engagement takes place mainly through institutional discussion tables and initiatives.
• Employees: they represent one of the main categories of internal stakeholders as human capital is
a central element in company policies. The Group is committed to ensuring equal opportunities
and promoting an inclusive work environment, where personal and cultural diversity are
recognised and valued as key factors for collective success. The active involvement of employees is
a key aspect of the company's strategy: through listening and co-creation initiatives, the company
fosters the development of the technical and soft skills needed to meet future challenges. To
support this commitment, training activities are organised, accompanied by structured
performance evaluation systems. Communication with employees takes place through climate
surveys, awareness-raising campaigns, reporting channels (e.g. Whistleblowing Procedure) and
internal protocols, creating an environment of open and constructive discussion.
• Trade unions: they do important work in the area of bargaining and protection of workers' rights.
Their internal involvement is ensured through trade union discussion tables and regular meetings.
• Suppliers: they represent a fundamental stakeholder for the FNM Group, particularly in a complex
and strategic sector such as transport and potentially subject to negative impacts deriving from
the supply chain. In this regard, the FNM Group adopts a structured approach to managing
relations with suppliers, characterised by careful due diligence, the use of an e-procurement
platform to ensure transparency and traceability, and the organisation of periodic coordination
and cooperation meetings. The Group is committed to the continuous strengthening of the human
rights management model along the supply chain, with the aim of identifying, preventing and
mitigating risks related to plant construction activities and site work. This model is aimed at
ensuring compliance with regulations and ethical principles, creating an ecosystem of
collaboration with suppliers to promote safe and decent working conditions.
• Local communities: the FNM Group is constantly committed to fostering a constructive
relationship with local communities such as the media, universities, trade associations and sector
networks, with which it actively collaborates to create shared value. This commitment is realised
through public events, membership of national and international associations, participation in
discussion groups and initiatives with entities in the transport sector, and sponsorship activities.
For more details on the activities guiding the strategy and business model, please refer to Chapter
19.3 ESRS S3 Affected Communities, paragraph S3-2 - Processes for engaging with affected
communities about impacts.
• Strategic partners: consistent with the growth and development objectives that have seen the
Group committed to diversifying its activities, strategic partnerships have been established with
leading Italian and European companies (e.g. DB CARGO, Trenord).
• Customers and travellers: they are the focus of attention as recipients of the transport activity.
The Group ensures their involvement and consultation through communication campaigns to
disseminate the safety measures adopted, periodic surveys to evaluate the travel experience, and
infor mation on travel. For more details on activities guiding the strategy and business model,
please refer to chapter 19.4 ESRS S4 Consumers and end-users paragraph S4-2 - Processes for
engaging consumers and end-users about impacts.
• Environment: the FNM Group takes into consideration the negative impact that its activities
generate on the environment and is constantly committed to managing and reducing these
impacts.
The opinions and requests of stakeholders are regularly communicated to the FNM Group's
administrative, management and supervisory bodies, including through the process of Double Material

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analysis, to ensure that strategic decisions are aligned with the expectations of the various stakeholders.
This process facilitates transparent and sustainability-oriented governance, helping to maintain a
constructive relationship with all stakeholders.
17.3.3 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and
business model
As described in the previous chapter, in 2024 the Group conducted an in-depth analysis of its value
chain, identifying and mapping the main impacts, risks and opportunities at each stage. This work
made it possible to examine the operating context in detail, assessing the consequences of activities on
business relations, sustainability issues and ESG aspects, with a focus on stakeholder expectations,
taking into consideration short, medium and long term time horizons. The Group's corporate strategy
integrates and considers key areas such as sustainability in transport, innovation and responsible
management of natural resources. This approach makes it possible to develop low-emission solutions,
invest in staff training on topics such as sustainability and social inclusion, and generate positive effects
on employee well-being and user satisfaction. The Group is involved in assessing impacts both through
its own direct operations and indirectly through the supply chain.
The only current financial effects of material risks and opportunities on the financial position, results of
operations and cash flows, recorded in the Consolidated Financial Statements relate to the risk of an
increase in extreme natural events and adverse weather situations (ESRS E1-Climate Change) occurring
in 2023, which resulted in an impact on the income statement of approximately EUR 0.6 million. No
significant risks and opportunities have been identified for which there is a risk of material corrections
in the next fiscal year to the book values of assets and liabilities.
17.4 Management of impacts, risks and opportunities
17.4.1 Disclosure of the materiality assessment process
IRO-1 - Description of the process to identify and assess material impacts, risks and opportunities
For the FNM Group, the Double Materiality analysis is an important tool that not only defines the
contents of the Sustainability Report, but also guides the corporate strategy. CSRD and in particular the
new ESRS require information on sustainability issues to be identified from two perspectives:

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• Impact Materiality: refers to the significant impacts of business activities, positive or negative, on
people and the environment. The impacts considered include those arising from the company's
operations, its products and services, and relationships along the entire value chain, both
upstream and downstream. For the purposes of the analysis, the Group considers both current
and potential impacts over short, medium and long-term time horizons.
The list of impacts was evaluated by top management via a questionnaire during an internal
stakeholder engagement session held on 8 July 2024.
• Financial Materiality: refers to the areas of sustainability that involve risks or opportunities,
capable of generating significant effects on economic performance, financial position, cash flows,
access to finance or cost of capital.
Financial materiality took into account the findings of the ERM process and, in particular, the ESG
risks included in the Risk Register and the identification of opportunities and ambitions in the new
Strategic Plan 2024-2029.
The methodology applied included the steps defined by the ESRS 1 general requirements and the
further methodological guidelines 'IG 1 Materiality Assessment Implementation Guidance' .
The Impact Materiality Analysis was carried out according to the following steps:
• Understanding the context of the organisation and drawing up the list of potential topics
Following the analysis of the internal and external context, a Long List of ESG issues potentially relevant
to the Group was defined. The topics identified were adapted considering the topics and sub-topics
reported by the ESRS standards. In addition, an in-depth mapping of the value chain was carried out,
which considered both an analysis of internal procurement data and an analysis of international
platforms and rating agencies (S&P, MSCI, ENCORE) that identify priority impacts for each sector. During
this phase, particular attention was paid to the areas where the Group considered it most likely that
IROs could occur, based on the nature of the activities, business relationships, geographic areas and
other contextual factors.
• Definition of impacts
At this stage, impacts (positive and negative, actual and potential) were defined understood as the
effects it has or could have on the economy, the environment and people, including effects on human
rights, as a result of its activities or business relations. The impacts, each associated with a sustainability
topic or sub-topic identified by ESRS 1 - RA. 16, were the result of an analysis that considered, in
particular, the sector they belong to, the company's operations and activities that impact the upstream
and downstream value chain, as well as the outcome of interviews with company functions.
• Assessment of impacts
The assessment of impacts was carried out with the involvement of the Board of Directors and top
management and managed through an IT platform that allows each step of the process to be tracked.
The evaluation was carried out observing the ESRS guidelines, i.e. considering two main criteria:
• Probability, assessed only for potential impacts, represents the frequency with which an impact
could occur. The probability of occurrence of impacts is determined using a numerical scale from 1
to 5: this scale allows impacts to be ranked from unlikely events (value 1) to events with a high
probability of occurrence (value 5), based on data, scenarios and forecast analyses. For current
impacts, a maximum probability was considered according to the defined rating scale.
• Magnitude, assessed only for negative impacts, takes into account: (i) Magnitude, i.e. how severe
the impact is; (ii) Scope, i.e. how widespread the impact is; (iii) Irremediable character, i.e. how
difficult it is to mitigate or compensate for the resulting damage from adverse impacts. Again, the
model provides for an assessment of the magnitude of impacts based on a scale of 1 (not
significant) to 5 (very significant).
The combination of the assessments of the two dimensions, magnitude and probability, made it
possible to identify material impacts on stakeholders, also resulting above a specific defined quantitative
threshold.
The Financial Materiality assessment was carried out starting from the integration of the Risk
Management process with potentially material risks related to sustainability issues: the corporate
risk model used in the ERM process was integrated with the risks related to sustainability issues

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identified by the ESRS (ref. ESRS 1, RA. 16 - Sustainability issues to be included in the materiality
assessment). The identification of risks considered:
• the impacts associated with the sustainability issues found to be material, so as to explore the
interdependence between impact materiality and financial materiality;
• the review of business operations and value chain carried out in the Impact Materiality Analysis;
• the review of the risk assessment carried out in 2023, to identify the environmental, social and
governance issues already mapped out in the company's risk model and found to be priorities. This
analysis was revised and supplemented in 2024 by reviewing and updating the Risk Register.
The assessment of risks associated with sustainability issues was carried out by considering the
significance of the identified risk scenarios and the magnitude, calculated as the product of:
◦ frequency: probability of occurrence and
◦ impact: scope of effects.
The risks have been assessed consistently with the decisions taken by the Corporate Bodies in relation
to such cases. This made it possible to adopt a rigorous approach representative of the company's
priorities and to identify relevant inherent risk scenarios, which were therefore considered in advance
of any risk mitigation actions.
The identification, assessment and management of impacts and risks is an integral part of the
corporate risk management system, ensuring consistency with the overall risk profile and supporting
strategic and operational decisions.
The identification of opportunities derives from the internal impact and risk assessment process, which
was followed for the Double Materiality analysis. Started in July, as described above, it was also
supplemented following the presentation of the Strategic Plan. In particular, all possible business
developments were analysed, identifying and selecting the most relevant opportunities in which to
invest in the coming years and determining the effects in economic and financial terms.
The results of the Double Materiality analysis were presented to the Social Responsibility and Ethics
Committee on 20 January 2025 and shared with the Control, Risk and Related Party Transactions
Committee on 24 March 2025.
Through this well-structured and transparent process, the FNM Group not only identifies material
issues for sustainability reporting, but also ensures that these issues are integrated into strategic and
operational decisions, reinforcing its commitment to sustainable and responsible development.
The following tables summarise the findings of the Double Materiality analysis.

|  |  | IMPACT MATERIALITY
Topic | Sub-topic | Sub-sub-topic | Description of impact (+) positive, (-) negative, (P) potential, (A) actual | Time horizon | Value chain
E1 Climate change | Climate change mitigation Climate change adaptation | N/A | (-) (A) Contribution to climate change through greenhouse gas emissions generated in the course of its activities and along the value chain | Long-term (>5 yrs) | Own operations Upstream and downstream
E1 Climate change | Climate change mitigation | N/A | (+) (A) Greenhouse gas emissions avoided by users, through the offer of sustainable mobility services, such as LPT by road and rail and (electric) car sharing, the availability of electric charging columns along the Group's infrastructure, the supply of renewable energy to third parties, through the substitution of traditional fuel with hydrogen, and intermodal logistics (interchanges by rail rather than road) | Long-term (>5 yrs) | Own operations Downstream

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E2 Pollution | Air pollution | N/A | (+) (A) Pollutant emissions avoided through the use of LPT rail and road instead of the private car, car- sharing, the development of rail- road interchanges, logistics terminals and urban regeneration projects, as well as the use of hydrogen as an alternative fuel and renewable energy generation | Short-term (0-1 yrs) | Own operations Downstream
E4 Biodiversity and ecosystems | Direct impact drivers on biodiversity loss | Change of land use | (+) (A) Re-introduction and protection of urban biodiversity through environmental compensation works and urban regeneration projects (e.g. Project FILI) | Medium-term (1-5 yrs) | Own operations Downstream
E5 Circular economy | Resources outflows related to products and services | N/A | (+) (A) Recovery of raw materials through circular economy initiatives (e.g. revamping of trains) and circularity projects (e.g. introduction of sustainable pavement improvement products such as reuse of milled asphalt, biomethane for hydrogen production) | Medium-term (1-5 yrs) | Own operations
E5 Circular economy | Waste | N/A | (-) (A) Waste generated by the activities of the FNM Group, such as infrastructure modernisation and construction site activities | Short-term (0-1 yrs) | Own Operations Upstream and downstream
S1 Own workforce | Working conditions | Secure employment, Working time, Adequate wages, Social dialogue, Freedom of association, Collective bargaining, Work-life balance | (+) (A) Positive contribution to employees' well-being and work-life balance through corporate welfare initiatives (e.g. employee portals, parenting support, psychological support, health and prevention, school and career guidance services and study support pathways) and promotion of responsible behaviour and awareness-raising through the dissemination of sustainable mobility among employees | Medium-term (1-5 yrs) | Own operations
S1 Own workforce | Equal treatment and opportunities for all | Gender equality and equal pay; Employment and inclusion of people with disabilities; Measures against violence and harassment in the workplace; Diversity | (+) (A) Promotion of an inclusive work environment that generates a positive effect in terms of employees' physical and mental well-being and personal satisfaction, through the respect, protection and enhancement of diversity and the promotion of social inclusion within the Group | Medium-term (1-5 yrs) | Own operations
S1 Own workforce | Equal treatment and opportunities for all | Training and skills development | (+) (A) Strengthening the cross- company competences and soft skills of its employees through technical-professional training plans and training pathways | Medium-term (1-5 yrs) | Own operations
S3 Affected communitie s | Economic, social and cultural rights of communities | Territory- related impacts | (+) (A) Contribution to the social and relational development of the territory and local communities through the promotion of specific events and listening to stakeholders' expectations, participation in working groups and round-table groups promoted by trade associations, the third sector and administrations on transport and sustainability issues at national and international level | Medium-term (1-5 yrs) | Own operations Downstream

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S3 Affected communitie s | Economic, social and cultural rights of communities | Territory- related impacts | (-) (P) Impact related to noise pollution from the transit of the Group's means of transport, road and rail as well as from the operation of construction sites | Medium-term (1-5 yrs) | Downstream
S4 Consumers and end- users | Information- related impacts for consumers and/or end-users | Access to (quality) information | (+) (A) Change in customers' travel habits in terms of choosing the mode best suited to their journey, in order to facilitate travel and make efficient use of their time en route, through the promotion of different modes of transport, such as public rail and road transport and motorway infrastructure | Medium-term (1-5 yrs) | Own operations Downstream
S4 Consumers and end- users | Social inclusion of consumers and/or end-users | Non- discrimination , access to products and services | (+) (A) Contribution to the implementation of inclusive access to the Group's facilities and services (e.g. for vulnerable groups, disabled people) through specific quality management systems and the implementation of infrastructure works to reduce architectural barriers, as well as through digitised and inclusive communication channels and platforms (e.g. MaaS / MaaC), constantly updated road services (e.g. Traffic Call Centre, Interactive Map etc.) | Medium-term (1-5 yrs) | Own operations and downstream
S4 Consumers and end- users | Personal safety of consumers and/or end-users | Health and safety | (-) (A) Occurrence of injuries and accidents to users while travelling on means of transport, also due to a possible lack of maintenance of installations and sites (Safety) | Medium-term (1-5 yrs) | Own operations Downstream
S4 Consumers and end- users | Personal safety of consumers and/or end-users | Personal safety | (+) (A) Increasing the safety of the service offered through upgraded vehicles, R&D and appropriate security management in the Local Public Transport service (Safety & Security) | Medium-term (1-5 yrs) | Downstream
G1 Business conduct | Corporate culture, Protection of whistleblowers, Management of relations with suppliers including payment practices, Corruption and bribery | Prevention and detection including training, Incidents | (+) (A) Strengthening the undertaking's good conduct in the areas of anti-corruption, taxation and risk management, as well as enhancing transparency within its supply chain, through increased traceability of materials and the implementation of guidelines and platforms dedicated to the management of the supplier register | Medium-term (1-5 yrs) | Own operations and upstream
G1 Business conduct | Management of relations with suppliers including payment practices | N/A | (-) (P) Impact related to supplier relationship management resulting from non-compliance with tender requirements, including environmental and social requirements, as well as from a lack of transparency for the duration of the relationship and throughout the supply chain process | Medium-term (1-5 yrs) | Upstream and downstream

|  |  | FINANCIAL MATERIALITY
Topic | Sub-topic | Sub-sub-topic | Risks | Opportunities
E1 Climate change | Climate Change Adaptation, Climate Change Mitigation | N/A | Increase in extreme natural events and adverse weather conditions |

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E1 Climate change | Climate change mitigation, Energy | N/A |  | Contributing to the green transition with renewable energy production. Developing and operating renewable energy production facilities (solar and wind)
E1 Climate change | Climate change mitigation | N/A |  | Fleet overhaul and increased capacity to improve the quality of supply
E1 Climate change | Climate change mitigation, Energy | N/A | Unfavourable changes in fuel costs as a result of variations in the macroeconomic environment or the implementation of environmental policies |
E1 Climate change | Climate Change Adaptation, Climate Change Mitigation | N/A | Environmental impacts from the use of high emission construction equipment |
E2 Pollution | Air, water and soil pollution | N/A | Environmental pollution resulting from spills, the waste management process |
E2 Pollution | Air, water and soil pollution | N/A | Failure to comply with environmental regulations |
E2 Pollution | Air pollution | N/A | Fire at properties exposed to flammable material |
S1 Own workforce | Working conditions, equal treatment and opportunities for all | Working time, Adequate wages, Social dialogue, Freedom of association, Collective bargaining, Work-life balance and Health and safety. Gender equality and equal pay; Employment and inclusion of people with disabilities; Measures against violence and harassment in | Difficulties in obtaining specialised resources and personnel retention |
S1 Own workforce | Increased absenteeism |
S1 Own workforce | Working conditions | Health and safety | Occupational health and safety along managed infrastructure or at workshops |
S2 Workers in the Value Chain | Working conditions | Social Dialogue, Freedom of Association, Collective Bargaining and Health and Safety. | Safety and rights of workers in the value chain |
S3 Affected communitie s | Economic, social and cultural rights of communities | Territory- related impacts | Failure to implement territorial development projects |
S3 Affected communitie s | Economic, social and cultural rights of communities | Territory- related impacts, safety-related impacts | Noise pollution generated by rail and motorway infrastructure |

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S4 Consumers and end- users | Information- related impacts for consumers and/or end- users; Social inclusion of consumers and/ or end-users | Access to quality information, Responsible business practices | Negative perception of one's image by stakeholders |
S4 Consumers and end- users | Personal safety of consumers and/or end-users | Health and safety, Personal safety | Quality of service and security of the Group's infrastructure |
S4 Consumers and end- users | Personal safety of consumers and/or end-users | Health and safety, Personal safety | Health and safety for users | Investments in security, rectification and digitisation of networks and fleets
G1 Business conduct | Management of relations with suppliers including payment practices | N/A | Risks related to supply chain management |
G1 Business conduct | Management of relations with suppliers including payment practices |  | Errors or omissions in accounting and related financial and tax non- compliance |
G1 Business conduct | Corporate culture |  | Cyber attacks |
G1 Business conduct | Corporate culture, Supplier relationship management including payment practices, Corruption and bribery | Prevention and detection including training, Accidents | Non-compliance with applicable regulations |

IRO-2 - Disclosure requirements in ESRS covered by the undertaking's Sustainability Statement

ESRS 2, IRO-2, 56 Reference chapter | Disclosure requirement and/or corresponding information element | Obligations from other EU legislative acts[1];[2];[3];[4] | Page
17. | ESRS 2 – General disclosures |  | 79
17.1.1 | ESRS 2 BP-1 General basis for preparation of sustainability statements |  | 79
17.1.2 | ESRS 2 BP-2 Disclosures in relation to specific circumstances |  | 79
17.2.1 | ESRS 2 GOV-1 Role of the administrative, management and supervisory bodies |  | 80
17.2.1 | ESRS 2 GOV-1 Board’s gender diversity, paragraph 21(d) | Annex I, Table 1, Indicator No 13 Commission Delegated Regulation (EU) 2020/1816 (5), Annex II | 80
17.2.1 | ESRS 2 GOV-1 Percentage of board members who are independent, paragraph 21(e) | Commission Delegated Regulation (EU) 2020/1816, Annex II | 80
17.2.2 | ESRS 2 GOV-2 Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies |  | 84
17.2.3 | ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes |  | 84
17.2.4 | ESRS 2 GOV-4 Statement on Due Diligence |  | 85

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17.2.4 | ESRS 2 GOV-4 Statement on Due Diligence, paragraph 30 | Annex I, Table 3, Indicator No. 10 | 85
17.2.5 | ESRS 2 GOV-5 Risk management and internal controls over sustainability reporting |  | 85
17.3.1 | ESRS 2 SBM-1 Strategy, business model and value chain |  | 87
17.3.1 | ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities, paragraph 40(d)(i) | Annex I, Table 1, Indicator No 4 Article 449a of Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 (6), Table 1 - Qualitative Information on Environmental Risk and Table 2 - Qualitative Information on Social Risk Commission Delegated Regulation (EU) 2020/1816, Annex II | Not applicable for the Group
17.3.1 | ESRS 2 SBM-1 Involvement in activities related to chemical production, paragraph 40(d)(ii) | Annex I, Table 2, Indicator No 9 Commission Delegated Regulation (EU) 2020/1816, Annex II | Not applicable for the Group
17.3.1 | ESRS 2 SBM-1 Involvement in activities related to controversial weapons, paragraph 40(d)(iii) | Annex I, Table 1, Indicator No 14 Article 12(1) of Delegated Regulation (EU) 2020/1818 (7) and Annex II of Delegated Regulation (EU) 2020/1816 | Not applicable for the Group
17.3.1 | ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco, paragraph 40(d)(iv) | Article 12(1) of Delegated Regulation (EU) 2020/1818 and Annex II of Delegated Regulation (EU) 2020/1816 | Not applicable for the Group
17.3.2 | ESRS 2 SBM-2 Interests and views of stakeholders |  | 89
17.3.3 | ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model |  | 91
17.4.1 | ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities |  | 91
17.4.1 | ESRS 2 IRO-2 Disclosure requirements in ESRS covered by the undertaking's Sustainability Statement |  | 91
17.4.2 | ESRS 2 MDR-P Policies adopted to manage material sustainability matters |  | 104
17.4.2 | ESRS 2 MDR-A Actions and resources in relation to material sustainability matters |  | 104
17.5.1 | ESRS 2 MDR-M Metrics in relation to material sustainability matters |  | 107
17.5.2 | ESRS 2 MDR-T Tracking effectiveness of policies and actions through targets |  | 107
18.1 | ESRS E1 - Climate Change
18.1.3 | ESRS E1 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model |  | 111
18.1.3 | ESRS E1 IRO-1 Description of the processes to identify and assess material climate-related impacts, risks and opportunities |  | 111
18.1.2 | ESRS E1-1 Transition plan for climate change mitigation |  | 108
18.1.2 | ESRS E1-1 Transition Plan to achieve climate neutrality by 2050, paragraph 14 | Article 2, paragraph 1 of Regulation (EU) 2021/1119 | Not applicable for the Group
18.1.2 | ESRS E1-1 Companies excluded from benchmarks aligned with the Paris Agreement, paragraph 16(g) | Article 449a of Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453, Model 1: Banking book - Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity Article 12(1)(d) to (g) and (2) of Delegated Regulation (EU) 2020/1818 | Not applicable for the Group
18.1.3 | ESRS E1-2 Policies related to climate change mitigation and adaptation |  | 111
18.1.3 | ESRS E1-3 Actions and resources in relation to climate change policies |  | 111
18.1.4 | ESRS E1-4 Targets related to climate change mitigation and adaptation |  | 114

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18.1.4 | ESRS E1-4 GHG emission reduction targets, paragraph 34 | Annex I, Table 2, Indicator No 4 Article 449a of Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453, Model 3: Banking book - Climate change transition risk: alignment metrics Article 6 of Delegated Regulation (EU) 2020/1818 | 114
18.1.4 | ESRS E1-5 Energy consumption and mix |  | 114
18.1.4 | ESRS E1-5 Energy consumption from fossil fuels disaggregated by source (high climate impact sectors only), paragraph 38 | Annex I, Table 1, Indicator No. 5 and Annex I, Table 2, Indicator No. 5 | 114
18.1.4 | ESRS E1-5 Energy consumption and mix, paragraph 37 | Annex I, Table 1, Indicator No. 5 | 114
18.1.4 | ESRS E1-5 Energy intensity associated with activities in high climate impact sectors, paragraphs 40-43 | Annex I, Table 1, Indicator No. 6 | 114
18.1.4 | ESRS E1-6 Gross scope 1, 2, 3 and Total GHG emissions, paragraph 44 |  | 114
18.1.4 | ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions, paragraphs 53 to 55 | Annex I, Table 1, Indicators 1 and 2 Article 449a of Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453, Template 1: Banking book - Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity Article 5(1), Article 6 and Article 8(1) of Delegated Regulation (EU) 2020/1818 | 114
18.1.4 | ESRS E1-6 Intensity of gross GHG emissions | Annex I, Table 1, Indicator No 3 Article 449a of Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453, Template 3: Banking book - Indicators of potential climate change transition risk: Alignment metrics Article 8, paragraph 1, of Delegated Regulation (EU) 2020/1818 | 114
| ESRS E1-7 GHG removals and carbon credits, paragraph 56 | Article 2, paragraph 1 of Regulation (EU) 2021/1119 | No GHG mitigation projects financed with carbon credits
| ESRS E1-8 Internal Carbon Pricing |  | Not applicable to the Group
| ESRS E1-9 – Anticipated financial effects from material physical and transition risks and potential climate-related opportunities, paragraph 66 |  | phase-in
| ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks | Annex II of Delegated Regulation (EU) 2020/1818 and Annex II of Delegated Regulation (EU) 2020/1816 | phase-in
| ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk ESRS E1-9 Location of significant assets at material physical risk, paragraph 66(c) | Article 449a of Regulation (EU) No 575/2013; points 46 and 47 of Commission Implementing Regulation (EU) 2022/2453; Template 5: Banking book - Indicators of potential climate change physical risk: Exposures subject to physical risk | phase-in
| ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy efficiency classes, paragraph 67(c) | Article 449a of Regulation (EU) No 575/2013; paragraph 34 of Commission Implementing Regulation (EU) 2022/2453; Template 2: Banking portfolio - Indicators of potential climate change transition risk: Loans collateralised by immovable property - Energy efficiency of the collateral | phase-in
| ESRS E1-9 Degree of exposure of the portfolio to climate-related opportunities, paragraph 69 | Annex II to Delegated Regulation (EU) 2020/1818 | phase-in
18.2 | ESRS E2 - Pollution
18.2.1 | ESRS E2 IRO-1 Description of the processes to identify and assess material pollution-related impacts, risks and opportunities |  | 116

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18.2.1 | ESRS E2-1 Policies related to pollution |  | 116
18.2.1 | ESRS E2-2 Actions and resources related to pollution |  | 116
18.2.2 | ESRS E2-3 Targets related to pollution |  | 120
18.2.2 | ESRS E2-4 Amount of each pollutant listed in Annex II of E-PRTR (European Pollutant Release and Transfer Register) emitted to air, water and land, paragraph 28 | Annex I, Table 1, indicator No 8; Annex I, Table 2, indicator No 2; Annex 1, Table 2, indicator No 1; Annex I, Table 2, indicator No 3 | 120
| ESRS E2-5 Substances of concern and substances of very high concern |  | Not material for the Group as a result of the Double Materiality analysis
| ESRS E2-6 - Anticipated financial effects from material pollution-related risks and opportunities |  | phase in
| E3 - Water and Marine Resources | As suggested by the guidelines on Double Materiality, the Group extended its analysis by also considering issues and possible IROs related to the value chain through the use of the benchmark analysis method. This analysis found no positive or negative impacts related to the issue of water use.
18.3 | E4 - Biodiversity and Ecosystems
18.3.1 | ESRS E4-1 Transition plan and consideration of biodiversity and ecosystems in strategy and business model |  | 121
18.3.1 | ESRS E4 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model |  | 121
18.3.2 | IRO-1 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities |  | 122
18.3.2 | ESRS 2 IRO-1 - E4 paragraph 16(a)(i) | Annex I, Table 1, Indicator No. 7 | 122
18.3.2 | ESRS 2 IRO-1 - E4 paragraph 16 (b) | Annex I, Table 2, Indicator No. 10 | 122
18.3.2 | ESRS 2 IRO-1 - E4 paragraph 16 (c) | Annex I, Table 2, Indicator No. 14 | 122
18.3.2 | ESRS E4-2 Policies related to biodiversity and ecosystems |  | 122
| ESRS E4-2 Sustainable land/agricultural practices or policies, paragraph 24(b) | Annex I, Table 2, Indicator No. 11 | Not applicable for the Group
| ESRS E4-2 Sustainable oceans/seas practices or policies, paragraph 24(c) | Annex I, Table 2, Indicator No. 12 | Not applicable for the Group
| ESRS E4-2 Policies to address deforestation, paragraph 24(d) | Annex I, Table 2, Indicator No. 15 | Not applicable for the Group
18.3.2 | ESRS E4-3 Actions and resources related to biodiversity and ecosystems |  | 122
18.3.3 | ESRS E4-4 Targets related to biodiversity and ecosystems |  | 125
| ESRS E4-5 Impact metrics related to changes in biodiversity and ecosystems |  | Not material for the Group as a result of the Double Materiality analysis
| ESRS E4-6 Anticipated financial effects of biodiversity and ecosystem-related risks and opportunities |  | phase in
18.4 | E5 - Resource use and circular economy
18.4.1 | ESRS 2 IRO-1 E5 Description of processes to identify and assess material resource use and the circular economy-related impacts, risks and opportunities |  | 126
18.4.1 | ESRS E5-1 Policies related to resource use and circular economy |  | 126
18.4.1 | ESRS E5-2 Actions and resources related to resource use and circular economy |  | 126
18.4.2 | ESRS E5-3 Targets related to resource use and circular economy |  | 128

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18.4.2 | ESRS E5-4 Resource inflows |  | 128
18.4.2 | ESRS E5-5 Resource outflows |  | 128
18.4.2 | ESRS E5-5 Non-recycled waste, paragraph 37(d) | Annex I, Table 2, Indicator No. 13 | 128
18.4.2 | ESRS E5-5 Hazardous waste and radioactive waste, paragraph 39 | Annex I, Table 1, Indicator No. 9 | 128
| ESRS E5-6 Anticipated financial effects from resource use and circular economy- related impacts, risks and opportunities |  | Phase-in
18.5 | European Taxonomy |  | 130
19.1 | ESRS S1- Own workforce
19.1.1 | ESRS 2 SBM-3 S1 Material impacts, risks and opportunities and their interaction with strategy and business model |  | 150
19.1.1 | ESRS 2 SBM-3 S1 Risk of incidents of forced labour, paragraph 14(f) | Annex I, Table 3, Indicator No. 13 | 150
19.1.1 | ESRS 2 SBM-3 S1 Risk of incidents of child labour, paragraph 14(g) | Annex I, Table 3, Indicator No. 12 | 150
19.1.2 | ESRS S1-1 Policies related to own workforce |  | 150
19.1.2 | ESRS S1-1 Human rights policy commitments, paragraph 20 | Annex I, Table 3, Indicator No 9 and Annex I, Table 1, Indicator No 11 | 150
19.1.2 | ESRS S1-1 Due diligence policies on matters covered by core conventions 1 to 8 of the International Labour Organisation, paragraph 21 | Commission Delegated Regulation (EU) 2020/1816, Annex II | 150
19.1.2 | ESRS S1-1 Processes and measures for preventing trafficking in human beings, paragraph 22 | Annex I, Table 3, Indicator No. 11 | 150
19.1.2 | ESRS S1-1 Workplace accident prevention policy or management system, paragraph 23 | Annex I, Table 3, Indicator No. 1 | 150
19.1.2 | ESRS S1-2 Processes for engaging with own workers and workers' representatives about impacts |  | 150
19.1.2 | ESRS S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns |  | 150
19.1.2 | ESRS S1-3 Grievance/complaints handling mechanisms paragraph 32(c) | Annex I, Table 3, Indicator No. 5 | 150
19.1.2 | ESRS S1-4 Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions |  | 150
19.1.3 | ESRS S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities |  | 157
19.1.3 | ESRS S1-6 Characteristics of the undertaking’s employees |  | 157
19.1.3 | ESRS S1-7 Characteristics of non- employee workers in the undertaking’s own workforce |  | phase in
19.1.3 | ESRS S1-8 Collective bargaining coverage and social dialogue |  | 157
19.1.3 | ESRS S1-9 Diversity metrics |  | 157
19.1.3 | ESRS S1-10 Adequate wages |  | 157
19.1.3 | ESRS S1-11 Social Protection |  | phase in
19.1.3 | ESRS S1-12 Persons with disabilities |  | 157
19.1.3 | ESRS S1-13 Training and skills development metrics |  | phase in
19.1.3 | ESRS S1-14 Health and safety metrics |  | 157
19.1.3 | ESRS S1-14 Number of fatalities and number and rate of work-related accidents | Annex I, Table 3, Indicator No 2 Commission Delegated Regulation (EU) 2020/1816, Annex II | 157

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19.1.3 | ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness, paragraph 88 (e) | Annex I, Table 3, Indicator No. 3 | 157
19.1.3 | ESRS S1-15 Work-life balance metrics |  | phase in
19.1.3 | ESRS S1-16 Remuneration metrics (pay gap and total remuneration) |  | 157
19.1.3 | ESRS S1-16 Unadjusted gender pay gap, paragraph 97(a) | Annex I, Table 1, Indicator No 12 Commission Delegated Regulation (EU) 2020/1816, Annex II | 157
19.1.3 | ESRS S1-16 Excessive CEO pay ratio paragraph 97(b) | Annex I, Table 3, Indicator No. 8 | 157
19.1.3 | ESRS S1-17 Incidents, complaints and severe human rights impacts |  | 157
19.1.3 | ESRS S1-17 Incidents of discrimination paragraph 103(a) | Annex I, Table 3, Indicator No. 7 | 157
19.1.3 | ESR S1-17 Non-respect of UNGPs on Business and Human Rights and OECD paragraph 104(a) | Annex I, Table 1, Indicator No. 10 and Annex I, Table 3, Indicator No. 14 Annex II of Delegated Regulation (EU) 2020/1816 and Article 12(1) of Delegated Regulation (EU) 2020/1818 | 157
19.2 | ESRS S2 - Value chain workers
19.2.1 | ESRS 2 SBM-3 S2 Material impacts, risks and opportunities and their interaction with strategy and business model |  | 160
19.2.1 | ESRS 2 SBM-3 – S2 Significant risk of child labour or forced labour in the value chain 11(b) | Annex I, Table 3, Indicators Nos. 12 and 13 | 160
19.2.2 | ESRS S2-1 Human rights policy commitments | Annex I, Table 3, Indicator No 9 and Annex I, Table 1, Indicator No 11 | 161
19.2.2 | ESRS S2-1 Policies related to value chain workers paragraph 18 | Annex I, Table 3, Indicators Nos. 11 and 4 | 161
19.2.2 | ESRS S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines, paragraph 19 | Annex I, Table 1, Indicator No. 10 Annex II of Delegated Regulation (EU) 2020/1816 and Article 12(1) of Delegated Regulation (EU) 2020/1818 | 161
19.2.2 | ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labour Organisation Conventions 1 to 8, paragraph 19 | Commission Delegated Regulation (EU) 2020/1816, Annex II | 161
19.2.2 | S2-2 - Processes for engaging with value chain workers about impacts |  | Not applicable for the Group
19.2.2 | S2-3 - Processes to remediate negative impacts and channels for value chain workers to raise concerns |  | 161
19.2.2 | ESRS S2-4 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions |  | 161
19.2.2 | ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36 | Annex I, Table 3, Indicator No. 14 | 161
19.2.3 | ESRS S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities |  | 165
19.3 | ESRS S3 - Affected communities
19.3.1 | ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model |  | 165
19.3.2 | ESRS S3-1 Policies on affected communities |  | 165
19.3.2 | ESRS S3-1 Human rights policy commitments, paragraph 16 | Annex I, Table 3, Indicator No 9 and Annex I, Table 1, Indicator No 11 | 165

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19.3.2 | ESRS S3-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines, paragraph 17 | Annex I, Table 1, Indicator No. 10 Annex II of Delegated Regulation (EU) 2020/1816 and Article 12(1) of Delegated Regulation (EU) 2020/1818 | 165
19.3.2 | ESRS S3-2 Processes for engaging with affected communities about impacts |  | 165
19.3.2 | ESRS S3-3 Processes to remediate negative impacts and channels for affected communities to raise concerns |  | 165
19.3.2 | ESRS S3-4 Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions |  | 165
19.3.2 | ESRS S3-4 Human rights issues and incidents, paragraph 36 | Annex I, Table 3, Indicator No. 14 | 165
19.3.3 | ESRS S3-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities |  | 170
19.4 | ESRS S4 - Consumers and end-users
19.4.1 | ESRS 2 SBM-3 S4 Material impacts, risks and opportunities and their interaction with strategy and business model |  | 171
19.4.2 | ESRS S4-1 Policies related to consumers and end-users | Annex I, Table 3, Indicator No 9 and Annex I, Table 1, Indicator No 11 | 172
19.4.2 | ESRS S4-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines, paragraph 17 | Annex I, Table 1, Indicator No. 10 Annex II of Delegated Regulation (EU) 2020/1816 and Article 12(1) of Delegated Regulation (EU) 2020/1818 | 172
19.4.2 | ESRS S4-2 - Processes of engaging with consumers and end-users about impacts |  | 172
19.4.2 | ESRS S4-3 - Processes for remedying negative impacts and channels for consumers and end-users to raise concerns |  | 172
19.4.2 | ESRS S4-4 Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions |  | 172
19.4.2 | ESRS S4-4 Human rights issues and incidents, paragraph 35 | Annex I, Table 3, Indicator No. 14 | 172
19.4.3 | ESRS S4-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities (consumers and end-users) |  | 176
20.1 | ESRS G1 - Business conduct
20.1.1 | ESRS 2 GOV-1 G1 Role of the administrative, management and supervisory bodies |  | 178
20.1.2 | ESRS 2 IRO-1 G1 Description of the processes to identify and assess material impacts, risks and opportunities |  | 178
20.1.2 | ESRS G1-1 Corporate culture and business conduct policies |  | 178
20.1.2 | ESRS G1-1 United Nations Convention against Corruption, paragraph 10(b) | Annex I, Table 3, Indicator No. 15 | 178
20.1.2 | ESRS G1-1 Protection of Whistle-blowers, paragraph 10(d) | Annex I, Table 3, Indicator No. 6 | 178
20.1.2 | ESRS G1-2 Management of relationships with suppliers |  | 178

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20.1.2 | ESRS G1-3 Prevention and detection of corruption and bribery |  | 178
20.1.3 | ESRS G1-MDR-A Actions and resources related to business conduct |  | 182
20.1.3 | ESRS G1-4 Confirmed incidents of corruption or bribery |  | 182
20.1.3 | ESRS G1-4 Fines for violation of anti- corruption and anti-bribery laws, paragraph 24(a) | Annex I, Table 3, Indicator No 17 Annex II of Delegated Regulation (EU) 2020/1816 | 182
20.1.3 | ESRS G1-4 Standards of anti- corruption and anti- bribery, paragraph 24(b) | Annex I, Table 3, Indicator No. 16 | 182
20.1.3 | ESRS G1-5 Political influence and lobbying activities |  | Not applicable for the Group
20.1.3 | ESRS G1-6 Payment practices |  | 182

[1] Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability reporting in the financial services sector (SFDR) (OJ L 317, 9.12.2019, p. 1).
[2] Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending Regulation (EU) No 648/2012 (Capital Requirements Regulation) (OJ L 176, 27.6.2013, p. 1).
[3] Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (OJ L 171, 29.6.2016, p. 1).
[4] Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the framework for achieving climate neutrality and amending Regulation (EC) No 401/2009 and Regulation (EU) 2018/1999 ('European Climate Regulation') (OJ L 243, 9.7.2021, p. 1).

17.4.2 Minimum disclosure requirements regarding policies and actions
MDR-P Policies - Policies adopted to manage material sustainability matters
The FNM Group has adopted a structured set of policies to ensure responsible management of
sustainability issues. These policies provide a clear picture of the measures implemented to prevent,
mitigate and correct impacts, address risks and seize opportunities towards a sustainable, inclusive and
resilient business model.
The following table summarises the main policies adopted by the FNM Group.

# | Policy | Scope | ESRS | Description and objectives
1 | The Code of Ethics and Conduct | FNM and Subsidiaries | S1, S2, G1 | It defines the fundamental principles and values to which all addressees must adhere in carrying out their activities. Based on responsibility, integrity, transparency and efficiency, the Code promotes ethical behaviour and compliance with regulations, ensuring the protection of people, the environment and company assets.
2 | FNM Group’s Sustainability Policy | FNM and Subsidiaries (except Viridis and Nordcom) | S3, G1 | It outlines the Group's commitment to ensuring a combination of competitiveness, sustainability and responsibility, respecting ESG principles, by implementing Corporate Social Responsibility actions.
3 | Environmental Sustainability Policy | FNM and Subsidiaries (except Viridis and Nordcom) | E1, E2, E4 | It establishes and communicates corporate commitments and processes aimed at respecting environmental, social and governance issues and promoting sustainable mobility.
4 | Environmental Policy of the Environmental Management System (EMS) | MISE, FERROVIENORD, ATV, MISEeng, FNMA | E1, E2, E4 | It defines principles and commitments for environmental protection, ensuring regulatory compliance, reducing emissions, efficient use of resources and promoting the circular economy. It also integrates environmental criteria into business processes and actively involves employees and suppliers in sustainable management
5 | Diversity Policy | FNM | S1 | It promotes heterogeneous and qualified governance, fostering a balanced gender representation and ensuring a decision-making process enriched by diverse perspectives.
6 | Diversity and Gender Equality Policy | MISE, Nordcom | S1 | Promoting Diversity and Inclusion with the aim of obtaining the Certification for Gender Equality, Diversity and Inclusion according to UNI:PdR 125/2022

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8 | Health and safety policy | FERROVIENORD, E-Vai, NORD_ING, ATV, Malpensa Distripark, Malpensa Intermodale MISE, MISEeng | S1 | It defines measures and procedures to ensure high performance in occupational health and safety inside and outside the workplace.
10 | Remuneration Policy and Implementation Procedures | FNM and Subsidiaries | S1, G1 | It defines the guidelines that all corporate bodies must observe when determining the remuneration of members of the administrative body, of the General Manager and of Key Management Personnel.
15 | Anti-Corruption Policy | FNM and Subsidiaries | G1 | It lays down the principles and rules to be followed in order to prohibit and prevent the commission of any corrupt conduct, in accordance with the principle of "zero tolerance" of corruption, measures to prevent the risk of commission of corrupt acts and controls to adequately supervise the activities, business processes and relations with third parties identified as being at risk of corruption in the FNM Group's operations.

The Group's policies are supported and complemented in their operation by specific procedures that
govern their implementation and ensure constant monitoring of their effectiveness, and are detailed in
the chapters on thematic ESRS.
Management systems and certifications
The FNM Group continues its commitment to the implementation, certification and maintenance of
Management Systems adopted on a voluntary basis, with the aim of continuously improving its
performance and guaranteeing compliance with international reference standards. These tools are a
key element in strengthening risk management, particularly from an environment, occupational health
and safety, and service quality perspective. Through certification, the Group ensures greater control
over the management of operational risks and compliance with applicable regulatory and voluntary
requirements, with benefits for both the internal organisation and external stakeholders . The
management of certified systems is based on a process of regular review and updating, aimed at
ensuring the effectiveness of the tools adopted and constant improvement.
The following table provides an overview of the certification areas related to the Management Systems
adopted by the various Group companies.

| ISO 9001 | ISO 14001 | ISO 45001 | ISO 50001 | UNI EN 13816 | ISO 37001 | ISO 39001 | ISO/IEC 27001 | UNI/Pdr 125
FNM |  |  |  |  |  | x |  |  |
FERROVIENOR D | x | x | x |  |  | x |  |  |
FNMA | x | x | x | x | x | x | x |  |
E-Vai |  |  |  |  |  | x |  |  |
NORD_ING | x |  | x |  |  | x |  |  |
ATV | x | x | x |  |  | x | x | x |
Malpensa Intermodale and Malpensa Distripark |  |  |  |  |  | x |  |  |
MISE | x | x | x |  |  | x |  |  |
MISE Eng | x | x | x |  |  |  |  |  |
Nordcom | x |  |  |  |  | x |  | x | x

14 FNMPAY S.p.A. and Viridis Energia S.p.A. have no certification systems as at 31.12.2024.

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KEY: CERTIFIED MANAGEMENT SYSTEMS 14
ISO 9001 | Quality Management System
ISO 14001 | Environmental management system
ISO 45001 | Employee health and safety management system
ISO 50001 | Energy management system
UNI EN 13816 | Local public transport service quality management system
ISO 37001 | Anti-corruption management system
ISO 39001 | Road traffic safety management system
ISO/IEC 27001 | Information security management system
UNI/PdR 125 | Gender equality management system

In addition, Milano Serravalle Engineering S.r.l. is in the process of completing ISO 37001 certification
for corruption prevention, with achievement expected by the end of March 2025. At the same time,
Milano Serravalle - Milano Tangenziali S.p.A. started an important process to promote diversity and
inclusion, with the aim of obtaining the Certification for Gender Equality according to UNI/PdR
125:2022.
MDR-A Actions and resources related to material sustainability matters
The Group identifies the actions necessary to achieve the Sustainability goals defined in the 2024-2029
Strategic Plan and approved by the Board of Directors, whose short-, medium- and long-term time
horizons are defined in line with the provisions set forth in the ESRS1.
The Sustainability Action Plan is shared within the Social and Ethical Responsibility Committee, which
plays a directing and coordinating role in its implementation. The actions and programmes undertaken
are inspired by the principles of the United Nations Sustainable Development Goals (SDGs) expressed in
company policies according to different areas of competence. These actions are also set out in the ERM
and identified by the relevant corporate functions in response to the main material risks. For additional
details, please refer to the individual thematic chapters.
With regard to the financial resources allocated to actions related to material IROs and sustainability
areas, please refer to the discussion of the individual material topics within the document.
In particular, it is specified that:
• For current financial resources, the main reference is to the Group's capital expenditures (CapEx)
in the reporting year 2024 and, in some cases, to current operating expenditures (OpEx).
• For estimated future financial resources, reference is made to the most recent forecasts prepared
by the Group.
ESG rating
One measure of the effectiveness of the actions taken in the Group's sustainability journey is also its
ESG rating positioning. The FNM Group believes in the value of transparency towards its stakeholders
and is committed to reporting on all ESG aspects every year, constantly monitoring its progress.
Confirming this commitment, in 2024 Morningstar Sustainalytics , a global provider of ESG ratings, rated
the FNM Group's ESG risk profile as negligible, awarding it a score of 6.3. This result represents an
improvement over previous years (6.6 in 2023 and 7.4 in 2022), demonstrating the effectiveness of the
sustainability strategy adopted. FNM thus ranks among the top 50 top-rated companies globally out of
more than 15,000 assessed entities and 4th among 175 companies active in the transport
infrastructure sector. The analysis showed effective management of risks related to service
sustainability, community relations and occupational health and safety, with the level of residual risk
considered negligible. The awarding of the rating, which was requested voluntarily by the FNM Group,
testifies to the company's ongoing commitment to enhancing transparency and integrating ESG factors
into its processes.

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17.5 Metrics and targets
17.5.1 MDR-M Metrics on material sustainability matters
The FNM Group has defined a series of quantitative indicators related to material ESG issues, which are
monitored periodically through the timely collection of data from the various Group entities, their
aggregation and subsequent analysis at corporate level. Currently, the indicators are calculated in
accordance with ESRS standards. Until 31 December 2023, however, reporting referred to the
international standards issued by the Global Reporting Initiative (GRI) - Sustainability Reporting Standards.
17.5.2 MDR-T targets - Tracking the effectiveness of policies and actions through targets
The FNM Group's sustainability objectives are outlined in the 2024-2029 Strategic Plan, which defines
sustainable development targets in line with the policies adopted by the Group. These objectives aim to
guide development in the medium-term, ensuring consistency with the sustainable growth strategy and
the evolving regulatory and market environment.
In particular, the objectives cover key issues such as climate change, biodiversity protection, human
capital development, safety of users and transport infrastructure, as well as the strengthening of Group
governance . The specific objectives for each of these areas are discussed in more detail in the chapters
dedicated to the thematic ESRS.
15 IG 2 certification: Value Chain Implementation Guidance (VCIG), reference to the paragraphs "Operational control - ESRS E1, GHG
emissions" and "Compatibility with ESRS 1 and the GHG Protocol".

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18 SUSTAINABILITY REPORTING -ENVIRONMENTAL
INFORMATION
18.1 ESRS E1 - Climate Change
18.1.1 Governance
GOV-3 - Integration of sustainability-related performance in incentive schemes
Although there are currently no specific incentives linked to GHG emission reductions, the Group
recognises the importance of integrating climate considerations into its incentive schemes. For this
reason, an evaluation is in progress to take into account targets for reducing these emissions in the
remuneration policy, thus strengthening the alignment between corporate strategy and sustainability
commitments.
Disclosure of the integration of sustainability performance into incentive schemes is described in ESRS
2 GOV-3 of this document.
18.1.2 Strategy
E1-1 - Transition plan for climate change mitigation
Although it has not yet formally adopted a transition plan, the Group is conducting the necessary
analyses to align its climate targets with international scenarios, such as the International Energy Agency
's (IEA) Net Zero Emissions by 2050 , and has included key elements in the 2024-2029 Strategic Plan that
will form the basis for its future formalisation, in line with the time horizon of the 2024-2029 Strategic
Plan. In fact, within the framework of the Plan, FNM aims to consolidate its role as an enabler of the
energy transition and sustainable mobility, in accordance under the Paris Agreement and with
Delegated Regulation (EU) 2020/1818. Moreover, operating in an institutional and highly regulated
context, while the Group is encouraged to align with public sustainability and territorial development
objectives, it also understands its role in significantly influencing the definition and implementation of
corporate strategies.
In this context, the Group is committed to defining a structured pathway for climate change mitigation
and supporting the European targets for limiting global warming by 2050. The objectives outlined in the
2024-2029 Strategic Plan reflect the Group's commitment to environmental sustainability, the
decarbonisation of the transport system and the reduction of greenhouse gas emissions, through a
strategy that encompasses the entire scope of operations.
Among its objectives, FNM is committed to reducing CO₂ emissions generated by the provision of public
road transport services and corporate consumption by 35% by 2029 (compared to 2023 levels), through
a process of energy transition and technological innovation involving the renewal of the local public
road transport fleet - the main area of direct emissions impact - and initiatives involving company
premises. The formulation of this objective did not take into account what EFRAG defined in the IG 2
guidelines: Value Chain Implementation Guidance (VCIG)15 and the EFRAG draft document
'Implementation Guidance Transition Plan for Climate Change Mitigation', which impose the obligation to
include locked-in emissions in the calculation of Scope 2 emissions. See the following paragraphs for
more details.
The FNM Group aims to enhance the multimodal offer, integrating rail, bus and motorway, in order to
improve accessibility and service quality, while reducing the environmental impact of public transport.
With this in mind, the Group will further invest in the modernisation of the regional rail network,
consolidating its position in the local rail service in Lombardy through the revamping of infrastructure
and the purchase of new trains, some of which are hydrogen-powered, and in freight logistics. These
investments will be financed either with public funds or directly.
The plan for direct investments in the motorway sector makes provision, among other things, for the
construction of the five stations for the distribution of hydrogen for traction, as well as the installation
of charging stations for electric vehicles, along the managed sections, through investments by sub-

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concessionaires. These are augmented by the measures for the gradual replacement of the fleet used
in local public transport services, with the aim of increasing the share of zero-emission vehicles by
2029.
An increasingly central role is played by the Energy segment, with the consolidation of the Group's
presence in the renewables sector. In 2024, the FNM Group completed the acquisition of Viridis Energia
S.p.A., a company active in the production of renewable energy, which allows the company to diversify
its portfolio and increase its green energy production capacity.
The FNM Group, through a total investment plan of about EUR 1.3 billion (EUR 1.1 billion net of public
contributions), augmented by the investments financed by Regione Lombardia, pursues a strategy that
balances economic growth, environmental sustainability and innovation, with the aim of playing a
leading role in the sectors of sustainable mobility and renewable energy, managing assets and
providing services for mobility with a significant commitment to the ecological transition and the
digitalisation of services. In this context, the main areas of investment include:
Mobility infrastructure
For the Mobility Infrastructure segment, in relation to the Motorways sector, the Plan includes gross
investments totalling approximately EUR 550 million (EUR 450 million net of public grants) with
measures aimed at enhancing safety, digitalisation and the development of sustainable motorway
infrastructure. Approximately 11% of this investment will be earmarked for the development of
renewable energies, but above all for the SerraH2Valle project in the amount of EUR 55.4 million (EUR
35.0 million net of public grants), which envisages the construction of five hydrogen filling stations, with
the aim of promoting the introduction of hydrogen-powered heavy-duty vehicles, one of the main
challenges for reducing emissions in the transport sector. In addition, sub-concession contracts for
service areas provide for the installation of electric charging stations. During the financial year 2024,
the construction of five hydrogen filling stations saw an investment of EUR 24 million (CapEx), fully
financed.
Ongoing projects include a further EUR 65 million invested in the Railway Infrastructure sector,
mainly dedicated to the completion of the Sacconago (Busto Arsizio) logistics hub, designed to increase
intermodal capacity and make freight transport more efficient. Approximately EUR 10 million (CapEx)
were invested in the Sacconago logistics hub during the financial year 2024.
These investments are augmented by the management of the resources financed by Regione
Lombardia amounting to EUR 1.6 billion under the concession held by FERROVIENORD S.p.A.. The latter
is responsible for the implementation of more than EUR 870 million in investments to upgrade the
railway infrastructure and the purchase of new electric trains with a total value of around EUR 745
million.
During the 2024 financial year, the expansion of the railway infrastructure saw an investment of EUR
268 million (CapEx), fully financed; in addition, new electric trains were purchased for EUR 338 million
(CapEx), fully financed.
Ro.S.Co.
In the Ro.S.Co.segment, the Plan includes investments with own funds of about EUR 130 million for the
purchase of 13 new electric trains, which will contribute to the overhaul of the fleet and the
improvement of the quality of the regional railway service. The Group will also continue cyclical
maintenance and improvements on the existing fleet, including the revamping of TAFs, mainly aimed at
extending the life cycle of trainsets and improving energy efficiency, with total investments of more
than EUR 120 million. During the 2024 financial year, the purchase of hydrogen-powered trains saw an
investment of around EUR 31 million (CapEx), fully financed; in addition, new electric trains worth
around EUR 6 million (CapEx) were purchased, and around EUR 10 million (CapEx) for the revamping of
the TAFs.
At the same time, as part of the renewal of the public rail transport fleet operated by Trenord, the Plan
also calls for the purchase of hydrogen-powered trains fully financed through PNRR funds and other
resources made available by Regione Lombardia of approximately EUR 185 million, intended to
strengthen regional rail transport and increase service capacity.
Mobility and Services
The FNM Group continues to invest, with a special focus on fleet overhaul and integration with digital
services to improve service efficiency and sustainability. As a decarbonisation tool, the Plan makes
16 IG 2 certification: Value Chain Implementation Guidance (VCIG), reference to the paragraphs "Operational control - ESRS E1, GHG
emissions" and "Compatibility with ESRS 1 and the GHG Protocol".

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provision for a gross investment of about EUR 115 million (EUR 40 million net of public grants) in
expanding public road transport, a sector that represents the Group's main source of direct emissions.
In the 2024 financial year, the expansion of public road transport saw an investment of around EUR 8
million (CapEx).
The aim is to improve operational efficiency and service sustainability, reinforcing the Group's
commitment to reducing emissions and optimising service performance with innovative technologies.
The plan assumes the extension of the current local public transport Service Contracts until 2029,
ensuring business continuity and an increasingly efficient service. In particular, for public transport in
Verona, the Plan envisages the renewal of the bus fleet between 2026 and 2029.
Energy
On the renewable energy front, thanks to the installation of photovoltaic and wind power plants, the
Plan envisages investing about EUR 290 million for the development of installed capacity from 72 MW
at the end of 2024, to about 350 MW by 2029, with an estimated annual production of about 650 GWh
of green energy, entirely intended for sale to third parties. This development assumes access to feed-in
tariffs under the RES1 and FERX mechanisms with a potential pipeline of 700 MW as a project portfolio,
of which about 100 MW have already been authorised or are at an advanced stage of authorisation.
The investment in renewable energy will allow the FNM Group to expand its presence in the energy
sector and actively contribute to the energy transition. At the same time, the plan is to continue
operating biogas plants until the natural expiry of incentives in 2028. Approximately EUR 35 million was
invested in photovoltaic plants during 2024; for more details see Section 18.5 Disclosure pursuant to
Article 8 of Regulation (EU) 202/852 (Taxonomy Regulation).
The FNM Group will also engage in the production and distribution of hydrogen for both rail and heavy
road transport. In particular, the H2iseO project includes the construction of three hydrogen
production plants with an output of 830 tonnes/year, which will replace 1.5 million litres of diesel per
year currently consumed by the fleet.
In the context of defining the energy transition pathway, locked-in emissions represent a common
challenge for many industries. These emissions arise from existing infrastructure and assets that,
owing to their nature or particular operational requirements, generate a structural carbon footprint
that is difficult to eliminate in the short-term. This condition may slow down the decarbonisation
pathway, calling for policy measures to mitigate its impact and ensure alignment with global climate
goals.
These are emissions of 33,042 tCO2e(Market Based), resulting from the consumption of electricity
purchased for the operation of the FNM-owned train fleet, operated by third parties (rental): in
accordance with the aforementioned EFRAG VCIG guidelines 16 and the EFRAG document
'Implementation Guidance Transition Plan for Climate Change Mitigation', still in draft form at the
beginning of 2025. The financial control exercised by the FNM Group over these assets imposes the
obligation to include these emissions within the calculation of its Scope 2 emissions, see p aragraph
E1-6 Gross GHG emissions of Scope 1,2,3. These emissions are considered 'locked in' because, at the
moment, the FNM Group is constrained in its ability to operationally direct the choice of energy vectors
and the optimisation of rail transport services in order to limit their emission impact.
The FNM Group has integrated in its strategic plans initiatives aimed at aligning its economic activities
with the criteria established by the Delegated Regulation (EU) 2021/2139, a European Taxonomy
delegated act. These initiatives focus on key areas such as sustainable mobility and renewable energy
generation, both of which are taxonomy-eligible.
In 2024, the Group conducted an in-depth analysis of economic activities, identifying 18 of them to be
taxonomy-eligible related to the six objectives of the Regulation. Of these, 10 were eligible under the
Climate Change Mitigation (CCM) objective of which 4 were found to be aligned and compliant with
technical and DNSH requirements. This preliminary result highlights the ongoing work to improve the
Group's level of alignment and compliance with European regulations.
For further details, please refer to Chapter 18.5 Disclosure pursuant to Article 8 of Regulation (EU)
202/852 (Taxonomy Regulation).

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In its mission to promote sustainable mobility, decarbonisation and responsible innovation, the FNM
Group generates a positive impact on the community, both directly and indirectly, by consolidating its
approach and openness on sustainability issues.
18.1.3 Management of impacts, risks and opportunities
SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and
business model
The FNM Group has adopted a structured approach to identify, assess and manage climate change-
related impacts, risks and opportunities. This process is based, as for the other issues, on the Double
Materiality analysis performed by the Group, therefore, please refer to the general section ESRS 2
IRO-1, which describes the model adopted by the Group for the identification of IROs and the analysis
of their relevance in relation to business activities.
The assessment of Double Materiality, which was submitted to the relevant functions and the Board of
Directors of the Parent Company, revealed two material impacts, one of which was positive, realised
both in its own operations and in the downstream value chain. This impact relates to greenhouse gas
emissions avoided by users, through the provision of sustainable mobility services, such as LPT by road
and rail and (electric) car sharing , the availability of electric charging columns along the infrastructure,
the provision of renewable energy to third parties, through the substitution of traditional fuel with
hydrogen, and intermodal logistics (interchanges by rail rather than road). The impact of a negative
nature refers to the contribution to climate change through greenhouse gas emissions generated in the
course of its activities and along the value chain.
Recognising the importance of the challenges related to climate change, the Group adopts an
integrated and all-encompassing approach to assessing and managing these risks through a structured
Enterprise Risk Management process, based on a pervasive approach involving all Group businesses and
applying the principle of continuous monitoring. The analysis includes both the assessment of physical
risks, divided into chronic and acute, arising from the direct impact of extreme climate events, and
transition risks, related to regulatory, market, technological and social changes in the pathway to a low-
carbon economy. By doing so, it refines the assessment of climate risks within business strategies,
ensuring the resilience of infrastructure and the sustainability of its activities in the short- and long-
term.
At the same time, the following inherent risks were identified: an increase in extreme natural events
and adverse weather conditions, unfavourable changes in fuel costs as a result of changes in the
macroeconomic environment or the implementation of environmental policies, and the risk of
generating environmental impacts from the use of highly polluting construction equipment.
Alongside risk management, the Group has identified the following opportunities: fleet renewal and
increasing capacity to improve the quality of supply; contributing to the green transition with
renewable energy production including the development and operation of renewable energy facilities
(solar and wind).
In particular, in the area of local public transport by road, the renewal of the bus fleet and the related
investment plan are essential in order to guarantee the continuity of the service (in the technical and
regulatory terms) and therefore, although they are not investments that generate additional EBITDA,
they are necessary investments to maintain the segment EBITDA achieved in previous years.
As of 2023, the FNM Group has carried out a specific analysis of climate risks, identifying different types
of physical risks and transition risks.
Physical Risks
The physical climate risk analysis conducted focuses on assessing the potential exposure of company
assets to direct and indirect impacts from climate events. This process is integrated into the Group's
Risk Management (ERM) models, enabling the monitoring and assessment of the degree of exposure to
risks, as well as the identification of vulnerabilities related to acute weather phenomena, such as violent

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rainfall and flooding, and chronic phenomena, such as rising average temperatures and reduced water
availability.
The methodological approach adopted is based on internationally recognised climate indicators and
the climate scenarios developed by the Intergovernmental Panel on Climate Change (IPCC). These
scenarios, defined through Representative Concentration Pathways (RCP), outline possible developments
in greenhouse gas emissions and corresponding levels of global warming. The analysis conducted
considers three time horizons:
• short-term: within 5 years, a period encompassing the time-frame covered by the 2024-2029
Strategic Plan in which the Group's commitment to the sustainability strategy is outlined;
• medium-term: within 10 years, a period corresponding to the time-frame of the European goals
included in the '2030 Agenda';
• long-term: beyond 10 years, i.e. the entire future time-frame considered in the 'European Green
Deal', the deadlines defined by the IMO 2050 strategic guidelines and the results of the Net Zero
targets outlined by all major institutions.
The analysis identified defined vulnerable operational areas, which are exposed, according to the
assessment metrics adopted in the ERM, to potential criticality as a result of the impact of extreme
weather events. These events, such as floods, landslides and mudslides, could compromise the
functionality of rail and highway infrastructure, increasing operational risk and restoration costs. For
the railway network, hotspots exposed to potential flooding risks and landslides were identified along
the Iseo Branch sections. Similarly, along the motorway network, some operational sites are potentially
exposed to the risk of river flooding due to the presence of torrential watercourses in the surrounding
areas.
In assessing the resilience of its business model to climate change, the Group recognises factors of
uncertainty that may affect the accuracy and reliability of its analyses. One of the main elements of
uncertainty is related to the climate models used. Although based on internationally recognised
scenarios validated by the scientific community, the projections of these models are inherently variable,
especially for longer time horizons. Despite these uncertainties, the FNM Group adopts a
methodological approach based on the best available scientific evidence, combining advanced climate
models, historical data and economic assessments. The analysis allows risk mitigation and prevention
measures to be identified, supporting the definition of intervention plans and the prioritisation of
investments. These include infrastructure strategies for adaptation to current and future climate risks,
as well as advanced technological solutions for monitoring hazards in identified areas, with real-time
data transmission systems and predictive models based on machine learning.
Transition risks
Transition risks arise from the increasing regulatory and financial pressure of the environment,
changing expectations of investors and stakeholders, and changes in market demand and available
technologies. The context in which the FNM Group operates is heavily influenced by the energy
transition policies adopted at national and European level, which outline the path towards
decarbonisation in line with the objectives of the Paris Agreement and the commitments strengthened
within the COP28 'Global Stocktake'. For the first time, this agreement explicitly recognised the need to
reduce the use of fossil fuels, with direct implications for sustainable mobility strategies and the
evolution of transport infrastructure.
The evaluation was conducted over three time horizons: short-term (1-2 years), medium-term (2-10
years) and long-term (over 10 years) to estimate the impact of regulatory, market and technological
dynamics over time, through the use of a specialised third-party tool. The reference scenarios, based
on International Energy Agency (IEA) and IPCC projections, include the Net Zero by 2050, the Stated
Policies Scenario (STEPS) and the Announced Commitments Scenario (APS), providing an evolving
picture of market conditions and possible decarbonisation trajectories. For more information, please
refer to chapter 18.5 European Taxonomy, section "Alignment analysis of the FNM Group's activities”.
In this scenario, in line with what emerged from the Double Materiality process, the Group started an
in-depth study on the most or potentially relevant transition climate risks, with a specific focus on the
economic, operational and reputational implications of regulatory and market changes. The aspects
analysed include the tightening of environmental regulations and the introduction of new carbon
pricing mechanisms, such as ETS II, which could lead to an increase in operating costs, as well as the
17 Environmental Sustainability & Sustainability Policy: please note that the scope of internal regulations does not currently
include the two new companies that are included in the scope of consolidation as of this year, i.e. Viridis Energia S.p.A., NordCom
S.p.A.
18 Certification obtained by the following companies: FERROVIENORD S.p.A., FNM Autoservizi S.p.A., Azienda Trasporti Verona
S.p.A. and Milano Serravalle - Milano Tangenziali S.p.A..
19 Certification by FNM Autoservizi S.p.A..

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uncertainty related to the development and competitiveness of alternative fuels, such as hydrogen and
biomethane, and the adaptation of infrastructure for low-emission mobility.
The increasing regulatory and social focus on sustainability issues exposes the Group to increased
scrutiny by stakeholders, increasing the risk of lawsuits and accusations of greenwashing. In a context
where investors and authorities demand more transparency on climate commitments, the ability to
demonstrate consistency between sustainability statements and concrete actions becomes essential to
maintain market confidence and ensure access to capital.
However, the climate transition is not only a set of risks, but also a strategic opportunity for the FNM
Group. In fact, the increase in installed capacity and renewable electricity production envisaged in the
Strategic Plan represents an important element of investment diversification in a context where the
renewable energy market offers attractive development prospects. The acquisition of Viridis Energia
S.p.A. in 2024 marked a first strategic step in this direction by helping to strengthen the resilience of the
business model. While any fluctuations in the energy market represent an increase in operating costs,
on the other hand they offer the renewable energy segment opportunities for growth and market
attractiveness.
In light of these factors, the FNM Group takes an integrated strategic approach to managing the risks
and opportunities of climate transition, implementing initiatives to reduce the carbon footprint and
adapt to climate change.
IRO-1 - Description of the processes to identify and assess material climate-related impacts,
risks and opportunities
The Group has adopted regulatory tools and internal processes to ensure a complete identification and
assessment of its emission impacts, through a comprehensive mapping of its sources.
The process is based on the analysis of Double Materiality, which considered both the impacts of the
company's activities on climate and the risks and opportunities arising from climate change for the
Group's business model. Periodically collected and monitored emissions information forms the basis
for assessing and prioritising areas for action, in line with the company's decarbonisation targets and
global commitments under the Paris Agreement.
E1-2 - Policies related to climate change mitigation and adaptation
This commitment is first and foremost enshrined in the Environmental Sustainability Policy and the
Sustainability Policy 17, which represent an internal tool for orienting and improving business processes
from a sustainable perspective. In particular, the former, available to Group employees on the
corporate intranet and accessible on request to external stakeholders, applies to all subsidiaries. Each
employee of the Group's companies is required to be familiar with its contents, to comply with its
provisions and to promote its application by the persons under his or her responsibility; he or she is
also required to promote, where possible, the adoption of the Policy also in non-controlled investee
companies.
The policy aims to support the energy transition by adopting environmentally friendly standards for the
design, construction and maintenance of corporate infrastructure. The aim is to reduce energy
consumption and optimise the efficiency of infrastructure and operations through the promotion and
use of certified renewable energy in operational and management processes, the use of innovative
technologies and energy-efficient solutions. Responsibility for the implementation and approval of the
Policy lies with the Board of Directors, assisted by the Social Responsibility and Ethics Committee and
the CSR-Sustainability Function.
In implementing the Environmental Sustainability Policy, the FNM Group is committed to complying
with and integrating third-party standards and initiatives. This commitment translates into reference to
international standards such as UNI EN ISO 14001:2015 18 for environmental management, aimed at the
control and continuous improvement of environmental performance, and UNI EN ISO 50001:2018 19 for
20 The calculation of avoided emissions was made by multiplying the MWh covered by Guarantees of Origin in 2024 by the
emission factor of the Italian Residual Mix (AIB).
21 COMMISSION DELEGATED REGULATION (EU) 2023/2772 of 31 July 2023 supplementing Directive 2013/34/EU of the European
Parliament and of the Council with regard to sustainability reporting principles.

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energy management, aimed at optimising consumption, energy efficiency and reducing environmental
impact.
E1-3 — Actions and resources related to climate change policies
The FNM Group has defined strategic courses of action to tackle climate change and seize the
opportunities offered by the energy transition. These initiatives, detailed in the Strategic Plan
2024-2029, cover all major company activities, from renewable energy production to operational
efficiency, and partly involve the value chain, upstream and downstream.
Over the next five years, the FNM Group aims to establish itself as a benchmark for promoting
territorial development and competitiveness, strengthening its strategy around two fundamental
pillars: Sustainable Mobility and Renewable Energy.
In 2024, the Group used 92% energy from certified renewable sources for corporate consumption
(medium- and low-voltage), ahead of schedule to achieve the 100% target set in the Strategic Plan for
2026. Thanks to this initiative, 16,627 tCO 2 e 20 were avoided.
In the Mobility and Services segment, the Group is renewing its fleet by progressively replacing diesel
vehicles with electric and higher environmental class buses and will follow this by making provision for
the use of alternative fuels such as bio-CNG. This development will allow a significant increase in the
share of electric vehicles from the current 3% to 18% by 2029, contributing to the decarbonisation of
public transport with a consequent decrease in the environmental impact and the use of fossil fuels. It
is also expected that 91% of Euro 2-3-4 class buses will be decommissioned by 2029, thus accelerating
the transition process towards more sustainable mobility.
In addition, concrete measures have been taken to reduce greenhouse gas emissions by optimising the
use of buses with a schedule based on their environmental class, minimising empty journeys and
carrying out a fleet overhaul aimed at introducing vehicles with a lower emission impact.
18.1.4 Metrics and Targets
E1-4 - Targets related to climate change mitigation and adaptation
The FNM Group has defined within the Strategic Plan 2024-2029 a target to reduce its greenhouse gas
emissions by 35%, which is referred to Scope 1 and Scope 2 em issions with respect to the base year
2023 with the specifications indicated in section E1-1 - Transition plan for climate change mitigation.
Although there is no formal and specific transition plan as defined by the European Sustainability
Reporting Principles (ESRS) 21, the Plan drawn up by the FNM Group includes specific actions aimed at
achieving this goal and by 2026 will develop a transition plan to achieve the goal of zero net emissions
by 2050.
With regard to emissions along its value chain (Scope 3), FNM intends to implement a system for
monitoring and reporting emissions at motorway and railway construction sites, which have been
identified as the main sources of emissions. Furthermore, in the medium-term, the Group will draw up
a strategic plan to achieve the goal of net zero emissions by 2050.

E1, E1-4 |
2024 [tCO 2]
Total GHG emissions (location-based) [tCO 2 ] | 641,548
Scope 1 GHG [tCO 2] | 37,903
Scope 2 location-based GHG [tCO 2] | 30,456
Scope 2 market-based GHG [tCO 2] | 34,766
Scope 3 GHG [tCO 2] | 573,189

22 APPENDIX B - Annex 1 Tab 1 - Indicator 5.6 SFDR.
23 The companies that fall into high-impact sectors are as follows: FNM S.p.A, FERROVIENORD S.p.A., FNM Autoservizi S.p.A., FNM
Power S.r.l., Azienda Trasporti Verona S.p.A. and Milano Serravalle - Milano Tangenziali S.p.A., MALPENSA INTERMODALE S.r.l.,
MALPENSA DISTRIPARK S.r.l.

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E1-5 - Energy consumption and mix

E1, E1-5, 37, 38a, 38b, 38c, 38d, 38e, RA34, 37b, 37c, 37ci, 37cii, 37ciii, 40, 39 | 2024 (MWh)
Total energy consumption | 304,820
Total energy consumption from fossil sources | 212,715
Fuel consumption from coal and coal products | 0
Fuel consumption from crude oil and petroleum products | 81,407
Fuel consumption from natural gas | 61,363
Fuel consumption from other non-renewable sources | 0
Consumption of purchased or acquired electricity, heat, steam or cooling from fossil sources, | 69,945
Share of fossil sources in total energy consumption | 70%
Consumption from nuclear sources | 0
Share of nuclear sources in total energy consumption | —%
Total energy consumption from renewable sources | 92,105
Fuel consumption for renewable sources | 46,200
Consumption of purchased or acquired electricity, heat, steam or cooling from renewable sources | 45,790
Consumption of self-generated non-fuel renewable energy | 114
Proportion of renewable sources in total energy consumption | 30%
Non-renewable energy production | 0
Renewable energy production | 62,381

For the determination of the reported total energy consumption, the following high climate impact
sectors were taken into account 22 (according to NACE codes) Transport and Storage (H) and
Construction (F). 23

Energy intensity based on net revenue | 2024
Total energy consumption from activities in high climate impact sectors compared to net revenues from these activities (MWh/€). | 0.03%

The following is a reconciliation of net revenues from activities in high-impact sectors:

Net revenue from high climate impact activities | €860,912,404
Net revenue (other) | €23,135,077
Net revenues in financial statements | €884,047,481

With reference to the low-voltage electricity data transmitted by the E-VAI company, in the absence of
precise data since they were not available at the time of reporting, an estimate was made by the
contact persons based on the mileage of the fleet and the average consumption recorded in the
previous months. In the absence of precise data on the consumption of individual rolling stock, the
emissions of trains granted to Trenord and DB Cargo Italia were calculated considering the number of
kilometres travelled and applying an average km consumption index shared with the Group companies.
For diesel carriers, the precise data on consumption was used.
Since FNM Group trains also run in part on the RFI network, the same value reported by Ferrovienord
for its own network, i.e. 16%, was assumed for the percentage of energy covered by Guarantees of
Origin.
E1-6 - Gross Scope 1, 2, 3 and Total GHG Emissions

Objectives and targets
E1, E1-6, 50a, RA48, 48a, 48b, 50b, 49a, 49b, 51, RA51, 52a, 52b | 2024 [tCO 2]
Scope 1 GHG emissions |

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Gross Scope 1 GHG emissions | 37,903
Percentage of GHG Scope 1 emissions covered by regulated emissions trading schemes | —%
Scope 2 GHG emissions |
Gross location-based Scope 2 GHG emissions | 30,456
Gross market-based Scope 2 GHG emissions | 34,766
Scope 3 GHG emissions |
Gross indirect Scope 3 GHG emissions | 573,189
Purchased goods and services | 44,560
Capital goods | 279,274
Fuel and energy-related activities (not included in Scope 1 or 2) | 14,951
Upstream transportation and distribution | 1,505
Waste generated in operations | 993
Business trips | 302
Employee commuting | 5,254
Investments | 226,349
Total GHG emissions |
Total location-based GHG emissions | 641,548
Total market-based GHG emissions | 645,858

For the calculation of emissions related to category 3.1, in cases where the data were not provided
directly by the company, the weights and types of materials related to incoming goods were estimated
in order to ensure a quantification consistent with the activities performed.
In order to calculate category 3.7, relating to employees' home-work journeys, the calculation was
carried out using the answers collected through a special questionnaire, referring to the employees
who participated in the survey. The data thus obtained were then extended to the entire company
population in order to make a representative estimate of the overall emission impact of the category.
Finally, for a clearer reporting of emissions related to investments in DB Cargo Italia, reported in
Category 15 of Scope 3, an estimate was made of emissions from the company's activities, excluding
those already accounted for in Scope 1 and 2 for the use of diesel and electric-powered rolling stock. To
this end, a proportion based on the kilometres travelled by FNM's trains alone was applied to the
revenues from the company's activities.
With reference to Trenord S.p.A.'s emissions reported in Category 15 of Scope 3, these have been
determined on the basis of the company's carbon footprint and accounted for in proportion to the
percentage of participation, excluding those already included in Scope 1 and 2 for the use of diesel or
electric traction rolling stock owned by the FNM Group.
18.2 ESRS E2 - Pollution
18.2.1 Management of impacts, risks and opportunities
IRO-1 - Description of processes to identify and assess material pollution-related impacts, risks
and opportunities
The FNM Group has adopted a structured approach to identify, assess and manage pollution-related
IROs. This process is based, as for the other topics, on the analysis of Double Materiality. Please refer to
24 The opportunity to overhaul the fleet and increase capacity to improve the quality of the offer is outlined in the Group's
Strategic Plan 2024-2029. Initially associated with the issue of climate change (E1), it was also recognised as relevant to air
pollution following further assessment.
25 Environmental Sustainability Policy: Note that at the reporting date the policy did not include the two new companies acquired
in FY24, i.e. Viridis Energia S.p.A. and NordCom S.p.A.
26 More information on companies adopting the ISO 14001 environmental management system can be found under IRO-1.

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the general section ESRS 2 IRO-1for more details. The FNM Group conducted targeted interviews with
the functions of the companies for which the issue is most relevant. The analysis identified a material
positive impact in the company's own operations and along the downstream value chain, represented
by the pollutant emissions avoided through the use of local rail and road public transport to replace the
private car, car-sharing systems, the development of rail-road interchanges, logistics terminals, urban
regeneration projects, as well as the use of hydrogen as an alternative fuel and renewable energy
generation. These initiatives contribute to the reduction of pollutant emissions and promote more
sustainable mobility, generating a positive impact on the environment, people and local communities.
No material negative impacts emerged.
At the same time, the analysis highlighted potential inherent risks , including environmental pollution
from spills, the waste management process, as well as noise or vibrations, and possible non-
compliance with environmental regulations and the risk of fire at properties exposed to flammable
material.
Alongside the management of inherent risks, the Group recognises the opportunity 24 to renew the
fleet and increase capacity in order to improve the quality of the offer, with particular reference to the
Mobility and Services segment, through the overhaul of the bus fleet. In fact, this process reduces
pollutant emissions by introducing more efficient and lower environmental impact vehicles, thus
helping to improve air quality and reduce air pollution.
E2-1 - Pollution-related policies
The Group is committed to spreading and consolidating among its employees a culture of
environmental protection and pollution prevention, promoting responsible behaviour by all. This
commitment is embodied in the implementation of the Environmental Sustainability Policy 25 and the
Sustainability Policy, which apply to all subsidiaries. The policies define guiding principles and concrete
commitments to minimise environmental impacts, with a focus on mitigation of landscape impacts,
pollution and biodiversity protection. The policies are available to Group employees on the corporate
intranet and accessible to external stakeholders on request. Each person in the Group is called upon to
familiar themselves with its contents, to respect its provisions and to promote its application by the
persons under his or her responsibility. It is also committed to encouraging, where possible, the
adoption of the Policies also in non-controlled investee companies. Responsibility for the
implementation and approval of the Policy lies with the Board of Directors, assisted by the Social
Responsibility and Ethics Committee and the CSR-Sustainability Function.
In support of the Group's policies, the companies Milano Serravalle - Milano Tangenziali S.p.A., Milano
Serravalle Engineering S.r.l., FERROVIENORD S.p.A. and FNM Autoservizi S.p.A. adopt the UNI EN ISO
14001:2015 26 environmental management system in which the environmental policies of the individual
companies are outlined, as required by the same international standard.
The Group therefore promotes integrated and sustainable mobility, favouring solutions that reduce
emissions of atmospheric pollutants and mitigate environmental risks, with a view to balancing
competitiveness, sustainability and social responsibility. Responsibility for overseeing the activities and
principles set out in the Policy lies with the Board of Directors and the Social Responsibility and Ethics
Committee.
Finally, the FNM Group is committed to requiring the supply chain to comply with the principles of the
Code of Ethics , which enshrine the promotion of a culture of environmental protection and pollution
prevention.
E2-2 - Pollution-related actions and resources
Aware of the importance of monitoring the levels of consumption and pollution generated, the Group
adopts a series of measures to contain environmental pollution.
To ensure compliance with environmental regulations, it complements its policies and procedures with
a series of operational measures. These include staff training, regular checks on tanks and drains, safe
management of hazardous waste, and the adoption of absorbent materials and purification facilities to
prevent leakage.
27 Of the 144 tanks, 107 are located near the Milan ring roads and 37 along the A7 Milan-Serravalle motorway section.

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In order to prevent possible contamination of environmental matrices, even after fire events, the Group
implements safety measures that include: regular maintenance of distribution systems, continuous
monitoring of filling stations and daily checks on the systems. In addition, emergency protocols are
updated and regular drills are organised to ensure timely and effective management of critical
situations.
AIR POLLUTION
The Group takes effective measures to prevent and control pollutant emissions, in its own operations
and along the downstream value chain, actively contributing to the reduction of air pollution. These
include promoting the use of local public road transport to replace private cars, offering car sharing
systems with low-emission vehicles and developing rail-road interchange hubs. In addition, urban
regeneration projects and the introduction of alternative fuels, such as hydrogen, are strategic tools to
reduce the impact of business on the environment. These measures avoid emissions of air pollutants,
contributing to the improvement of air quality in the areas served by the Group's activities.
In the Mobility and Services segment, the Group intends to reduce atmospheric pollutant emissions
mainly from public road transport services by focusing on several key actions. These include the
constant renewal of the fleet, thorough periodic maintenance and the strategic use of vehicles,
favouring buses with higher performance and lower environmental impact. In particular, it is ensured
that vehicles with a more advanced environmental class are used for the majority of kilometres
travelled, while buses with an older environmental class are used for shorter journeys or limited
supplementary services. Euro 2-3-4 class buses are expected to be decommissioned by 91% by 2029. In
addition, the fleet of car-sharing services consists of 72% electric vehicles that are recharged exclusively
with energy from certified renewable sources, ensuring a completely sustainable cycle. This approach
not only reduces the direct impact of business activities, but also helps to reduce the number of private
cars on the road, thereby impacting the downstream value chain.
In the Motorways segment, concrete measures are taken to limit air pollution through targeted actions
on vehicle fleet management, the adoption of sustainable materials and the implementation of
innovative technologies. In 2024, the renewal of the vehicle fleet led to the purchase of 25 Euro 6
vehicles and the decommissioning of 13 older vehicles, improving efficiency in terms of fuel
consumption and emissions with an investment of about EUR 3 million (CapEx). In addition, a tender
was launched for the rental of company vehicles with the integration of Minimum Environmental
Criteria (CAM), promoting the use of hybrid and electric cars. At the same time, experimentation of
asphalt with rubber powder derived from end-of-life tyres (ELTs) for motorway paving began, helping to
reduce road surface wear and the dispersion of pollutants into the air. To address vehicle transit
emissions, a study was conducted and presented at the Asecap Days in Milan in May 2024, highlighting
how the introduction of contactless payment technology at toll booths allows a significant reduction in
emissions due to the shorter stoppage time of vehicles compared to traditional payment methods. The
study was carried out by other companies in the sector with similar characteristics to Milano Serravalle
- Milano Tangenziali S.p.A.. Since this is an industry analysis, there is no quantitative data to support it,
but it is regarded as an 'academic study'.
WATER AND SOIL POLLUTION
Likewise, prevention, control and monitoring measures are implemented for the management of
emissions into water and soil discharges.
In the Motorways segment, in order to minimise the potential impacts of spillage events or resulting
from the spreading of surfaces, the Group has adopted specific drainage systems managed through
the constant activation of approximately 144 27 tanks for the collection and treatment of rainwater.
These devices separate pollutants from run-off water from the toll plazas and some junctions, allowing
the discharge of purified water into the receptors. Analyses are carried out annually to monitor the
quality of the wastewater and to ensure the ongoing maintenance of the treatment plants. In addition,
an Environmental Emergency Response contract is in place to quickly deal with any incidents on the
road sections under its jurisdiction involving spills of pollutants. This service enables timely measures
to be taken to contain potential pollution and to implement Emergency Safety Measures.
In the Mobility and Services segment, companies have structured and regularly tested procedures to
prevent emergency situations, such as spills of hazardous substances on soil or in water bodies. Should

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such events occur, the procedures ensure quick and effective handling, minimising any damage to the
environment.

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18.2.2 Metrics and Targets
E2-3 - Targets related to pollution
At present, the Group has not formalised specific targets for the management of impacts, risks and
opportunities in relation to pollution. However, it continues to monitor these aspects as part of its
activities, evaluating possible initiatives and strategies to contain the effects of pollution.
E2-4 - Pollution of air, water and soil
Below are the emissions for the main pollutants considered potentially relevant for the FNM Group.
Air, Water and Soil Pollution - Pollutants (in kg)

E2, E2-4, 28a, RA21, RA22* | 2024 (Kg)
Nitrogen oxides (NOx/NO2) | Air | 143,815.56
Carbon monoxide (CO) | Air | 57,990.51
Non-methane volatile organic compound (NMVOC) | Air | 4,400.84
Sulphur oxides (SOx/SO2) | Air | 724.96
Ammonia (NH3) | Air | 126.22
Copper and compounds (expressed as Cu) | Air | 86.2
Soil | 1,564.44
Zinc and compounds (expressed as Zn) | Air | 27.74
Soil | 872.12
Lead and compounds (expressed as Pb) | Air | 8.58
Chromium and compounds (expressed as Cr) | Air | 3.65
Nickel and compounds (expressed as Ni) | Air | 1.12
Soil | 18.43
Benzene | Air | 1.98
Polycyclic aromatic hydrocarbons (PAHs) | Air | 0.36

It should be noted that the data reported refer to the Mobility and Services and Energy segments, for
the Mobility Infrastructure segment only the Motorways segment was considered, while the
Ro.S.Co. segment is excluded from this reporting, as the pollutants from their activities are not
relevant. In particular, the pollutants produced in the Mobility and Services segment derive from
activities related to the local public road transport service provided. The data on these pollutants are
obtained by applying the respective transformation coefficients from ISPRA's SINAnet database on road
traffic in Italy to the actual distances travelled by each individual bus, broken down by category.
In the Energy segment, the company measures pollutant emissions in accordance with the
environmental monitoring plan approved in the Single Authorisation Procedure at the Marche Region.
In particular, 1 cogenerator emission measurement campaign, 1 water measurement campaign, 1 soil
measurement campaign are carried out. It should be noted that emissions of pollutants into the water
are nil as the plants are equipped with recirculating sewage systems, and emissions into the soil are
also considered marginal with respect to the Group's core business .
For the purposes of pollutant reporting, the FNM Group adopted a methodological approach based on
the analysis of Annex II of Regulation (EC) No 166/2006 of the European Parliament and of the Council
concerning the European Pollutant Release and Transfer Register (E-PRTR). This annex provides a
structured list of the main pollutants relevant at EU level. The selection of pollutants to be reported was
carried out in collaboration with the relevant corporate functions, with a specific focus on the Mobility
and Services segment, in order to ensure consistency between the substances identified and the
activities actually carried out by the Group. This analysis enabled the timely identification of significant
pollutants in relation to the environmental impacts generated by the company's operations. Emissions
of pollutants are reported according to the monitoring methodologies of the European Pollutant
Release and Transfer Register (E-PRTR), where applicable, ensuring compliance with applicable
regulatory standards.

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18.3 ESRS E4 - Biodiversity and Ecosystems
18.3.1 Strategy
E4-1 - Transition plan and focus on biodiversity and ecosystems in strategy and business model
To date, the FNM Group does not have a Transition and Biodiversity and Ecosystems Plan to improve
its business model.
However, mindful of the importance of ecosystems, the Strategic Plan 2024-2029 includes the
protection of biodiversity and ecosystems as its fundamental pillar.
A significant example of this commitment is the FILI project, one of the most significant urban and
suburban regeneration initiatives in Europe. Through reforestation, sustainable mobility and innovative
solutions to reduce the environmental footprint, FNM combines infrastructural development and
environmental sustainability. This is complemented by the Hydrogen Valley in Valcamonica, with an
exclusively hydrogen-powered railway network, which testifies to the desire to accelerate the energy
transition and reduce dependence on fossil fuels. In addition, landscaping and the creation of green
corridors along infrastructure contribute to mitigating the effects of climate change.
FNM's approach extends to the entire downstream value chain, promoting sustainable mobility, urban
regeneration and the protection of ecosystems in the territories traversed by its infrastructure, for
example through the FILI project, which is one of the largest urban and suburban regeneration
initiatives in Europe. The Group's commitment is geared towards a long-term vision, with the aim of
generating lasting environmental and social benefits, in line with regulatory and technological
developments in the sector.
Finally, stakeholder engagement is a central aspect of FNM's strategy. Dialogue with institutions, local
communities and other relevant stakeholders makes it possible to develop shared solutions and
amplify the positive impact of the initiatives adopted.
SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and
business model
The FNM Group conducts constant monitoring to identify any protected areas that could be affected by
its activities. In particular, it undertakes to identify and monitor critical biodiversity areas, i.e. those at
risk of biodiversity loss, ecosystem degradation or located in their vicinity (UNESCO World Heritage
Natural Sites (WHS), Natura 2000, etc.).
The Group's operations, detailed below, required, as part of the Double Materiality process, an in-depth
analysis of the management activities related to the issue of biodiversity, highlighting how the
safeguards in place and the contents of specific prescriptions in the authorisation process did not lead
to the identification of either actual or potential material negative impacts.
The Railway Infrastructure segment has stations located within the Brescia-Iseo-Edolo railway line
(BIE) and the Ticino Park. In total, its presence in the Ticino Park CIS extends for about 3.5 km, while
along the BIE it covers about 100 km. In addition, the infrastructure is also located in the vicinity of the
Lura Park and the lakes of Como and Iseo, as well as two sites included in the Natura 2000 network.
The motorway network managed by the Autostrade division crosses a highly urbanised territory,
especially in the Milan area, including protected parks (Parco Agricolo Sud Milano, Parco Lombardo
della Valle del Ticino, Parco Nord Milano), historical areas (Parco di Monza, Villa Reale gardens) and city
parks. Some sections of the western, eastern and northern ring roads cross environmentally and
socially important green areas, while the A7 and the Bereguardo-Pavia junction affect agricultural areas
and the Parco Lombardo del Ticino. Green initiatives aim to preserve these ecosystems by creating
ecological corridors between urbanised areas.
Finally, the analysis of sites in the Energy segment confirmed that, with the exception of two plants in
the Municipality of Ferrara located in a UNESCO area previously used as a landfill, all are excluded from
protected areas or areas of biodiversity significance. Each site followed specific authorisation
procedures and underwent extensive due diligence to ensure regulatory and environmental compliance.
Biogas plants have an Environmental Impact Assessment (EIA) and a monitoring plan, regulating the
supply of biomass and the return of organic matter to the land. Operations are automated, with
manual intervention limited to green maintenance and ecological washing of solar panels, without the
28 Adopted by FERROVIENORD S.p.A., FNM Autoservizi S.p.A., NORD_ING S.r.l., Azienda Trasporti Verona S.p.A., Milano Serravalle -
Milano Tangenziali S.p.A. and Milano Serravalle Engineering S.r.l.

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use of herbicides or chemical detergents. Specific measures protect the local fauna, minimising the
impact on biodiversity.
When necessary, the Group adopts appropriate mitigation measures during the development of new
projects in order to limit and minimise the associated negative impacts and inherent risks. The
protection of the landscape and the variety of animal and plant species that inhabit it represents a
fundamental element in the planning of works, with dedicated studies accompanying the main
infrastructure projects also in compliance with regulatory and authorisation requirements.
The performance of works and services of public interest must be sensitive to the country's natural and
cultural capital, of which biodiversity, with the resulting the ecosystem services, is an essential
component. As early as the planning stages, the impact of the infrastructure on the surrounding
environment is a guiding element of the development criteria, also in compliance with the
requirements defined within the Minimum Environmental Criteria (CAM) and reinforces an ongoing
commitment to the Group's activities.
18.3.2 Management of impacts, risks and opportunities
IRO-1 - Description of processes to identify and assess material biodiversity and ecosystem-
related impacts, risks and opportunities
The FNM Group has adopted a structured approach to identifying, assessing and managing biodiversity
and ecosystem-related impacts, risks and opportunities. This process is based, as for the other issues,
on the Double Materiality analysis performed by the Group, therefore, please refer to the general
section ESRS 2 IRO-1, which describes the model adopted by the Group for the identification of IROs
and the analysis of their relevance in relation to business activities.
This process combines environmental and spatial analysis criteria, ensuring a systematic and
transparent approach, evidenced by the presence of EIAs, mapping of operational sites and
surrounding areas, assessment of pressures on natural resources and identification of relevant risks.
The analysis conducted identified a material positive impact : the FNM Group promotes the
reintroduction and protection of urban biodiversity through environmental compensation and
regeneration works. In particular, the FILI project represents one of the largest urban and suburban
regeneration initiatives in Europe, with significant initiatives along the Milan-Malpensa axis (see section
E4-4 Biodiversity and Ecosystems Objectives for more details). On the other hand, no negative impacts
above the materiality threshold were identified.
The analysis found that there were no inherent risks and opportunities for the Group related to
biodiversity.
E4-2 — Policies related to biodiversity and ecosystems
Although the FNM Group does not have a specific policy dedicated to the protection of biodiversity and
ecosystems, its commitment is integrated in the Environmental Sustainability Policy and attested by the
presence of an Environmental Management System according to ISO 14001 28. Certification ensures a
structured approach to environmental management, promoting the continuous monitoring of impacts
and the adoption of measures for the continuous improvement of environmental performance. In
particular, Group companies apply conservation and impact mitigation measures to ensure sustainable
management of their activities.
In its Environmental Sustainability Policy, the Group is committed to adopting environmentally friendly
standards in the design, construction and maintenance of rail and motorway infrastructure.
In particular, the Railway Infrastructure segment requires, for all the initiatives included in the
Programme Agreement, special attention to be paid to environmental compensation and biodiversity
protection projects, especially those subject to the EIA contained in the Regional Single Authorisation
Measure, concerning the T2 Malpensa-RFI Sempione railway link project.
The Motorways segment, within the Environmental Policy of the Environmental Management System
(EMS), makes several commitments regarding biodiversity. These include the obligation to act with

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respect for biodiversity, including by promoting studies and research aimed at preserving natural
habitats and protecting local species, and in cooperation with universities and research bodies. In
addition, a commitment is made to identify and assess significant environmental impacts at each stage
of its processes, adopting site-specific mitigation and/or compensation measures to reduce their
effects. With regard to the protection of the ecosystem and biodiversity, the maintenance of greenery is
carried out in compliance with the most stringent regional regulations, limiting the use of chemical
herbicides to the traffic area only, and in any case after reporting to the competent authorities, using
products with a very low content of hazardous components. Further measures are planned for the
protection of fauna, including the creation of wildlife corridors, safe passages that allow wildlife to cross
transport infrastructure, reducing the inherent risk of accidents and preserving the continuity of natural
habitats. In addition, prompt action is taken to recover abandoned animals along managed routes,
while ensuring the safety of users and promoting the best conditions for the recovery of injured
wildlife. To this end, life-saving first aid is provided through the activation of specialised personnel and
transport to the nearest veterinary facility.
E4-3 — Actions and resources related to biodiversity and ecosystems
The reintroduction and protection of urban biodiversity, through environmental compensation works
to introduce impact-minimising measures and regeneration initiatives, translates into a concrete
commitment structured into several actions. In fact, the initiatives described below aim to favour the
ecosystem balance and improve the quality of urban spaces, contributing to the protection and
restoration of biodiversity and reducing the possibility of potential negative impacts and risks.
With this in mind, the Railway Infrastructure sector always assesses the risks associated with the
impact of the works and the degree to which they affect the sites involved. The design of
infrastructures is based on the principle of minimising any negative effects on ecosystems by prior
monitoring of environmental components in the most sensitive contexts. In such cases, special
Environmental Monitoring Plans are prepared, which are then shared and approved by the
competent bodies, including Regione Lombardia, Parks and Provinces. In line with this approach,
several compensation and mitigation projects have been developed.
The models adopted for the design of mitigation works are derived from the study of potential
vegetation, examination of the current landscape in terms of both morphological aspects and
vegetation cover, physical and biological factors and aspects that greatly influence the establishment of
vegetation. The main criterion is to meet the following objectives:
• recovery of landscape quality;
• increase in natural vegetation cover, thus increasing the ecological potential of the area;
• reduction of impacts on the landscape;
• improving the aesthetic integration of the infrastructure.
The main functions of planted vegetation along the railway line are to create effective aesthetic
mitigation by masking the infrastructure, reconstructing lost natural environments and increase the
aesthetic value of the infrastructure by restoring effective ecological mitigation. Details of the actions
taken are given below.
T1-T2 MALPENSA RAIL CONNECTION
The rail link between Terminal 1 and Terminal 2 at Malpensa Airport runs through the Ticino Natural
Park, an area of great ecological value recognised by UNESCO in the World Network of Biosphere
Reserves. Since 2017, major environmental compensation works have been carried out to recreate lost
natural habitats and reduce the visual impact of the infrastructure. The works involved the grassing
over of more than 170,000 square metres, the planting of native species and the creation of woodland
areas for a total of 86,000 square metres, in addition to the restoration of underpasses to allow the
safe passage of wildlife. Between 2023 and 2024, maintenance activities were carried out on the green
areas, including cutting, grassing and new planting on more than 250,000 square metres of
compensated land.
The total costs incurred for environmental compensation and restoration activities amounted to EUR
1,335,170.70, of which EUR 960,120.70 for compensation and restoration charges, EUR 319,000.00 for
the maintenance of green areas, and EUR 56,050.00 for post-construction environmental monitoring
activities. The offsets were designed in compliance with the environmental quality criteria defined in
the “Quaderno opere naturali di ingegneria tipo” (Regional Government Decree no. 6/48740 of 29

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February 2000) and through the exclusive use of native species certified in accordance with Legislative
Decree 386/03 and Legislative Decree 214/05.
THE MALPENSA T2-RFI SEMPIONE RAIL LINK
An executive project for environmental compensation and biodiversity protection was developed,
which includes an Environmental Monitoring Plan divided into three phases: pre-operation, during the
work and post-operation. As of April 2023, monitoring of the fauna and flora of the affected forest areas
was started, along with monitoring of noise, vibration, air quality and groundwater. In addition,
groundwater monitoring activities were carried out in the pre-operation phase to ensure constant
environmental control during all phases of the work.
The total costs of environmental compensation and mitigation works amount to EUR 8,196,480.08,
broken down as follows: EUR 1,586,480.08 for land use transformation, EUR 2,150,000.00 for mitigation
works (ecoducts, wildlife passages, green restoration), EUR 3,400,000.00 for compensatory works
(removal of waterproof surfaces and deconstruction managed by the Parco del Ticino), EUR 100,000.00
for selective cutting and undergrowth regeneration, and EUR 960,000.00 for area maintenance in the
first 5-7 years.
The environmental offsets meet the criteria set out in the Single Regional Authorisation Measure
(PAUR) issued by Decree no. 1226 of 04/02/2020 and incorporate the requirements for impact
assessment. The areas involved in the work include wooded areas in the municipalities of Gallarate,
Casorate Sempione, Cardano al Campo and Somma Lombardo, with actions aimed at ecological
regeneration and permeability.
“PIANTALALÌ” PROJECT
The “Piantalalì” project is a large-scale planting and reforestation project in the Lombardy municipalities
crossed by the Group's railway network. The initial phase concerns an area of approximately 41,000
hectares covering 24 municipalities in two provinces of Lombardy. In the first months of the year, work
was completed in the municipality of Paderno, while work is currently in progress in the municipalities
of Castellanza, Gerenzano, Busto Arsizio and Rescaldina. This project contributes to the environmental
upgrading of the territory, improving the air quality and biodiversity of the areas crossed by the railway
network (for further details, please refer to section S3-4 - Taking action on material impacts on affected
communities, and approaches to managing material risks and pursuing material opportunities related
to affected communities, and effectiveness of those actions).
FORMER CASELLO 53 LEVEL CROSSING
Another important project concerns the elimination of the former Casello 53 level crossing, located in
the municipality of Cittiglio. The project involves the construction of a railway overpass on the SP394,
with the aim of closing one of the most critical level crossings on the railway network. The final project,
which will be discussed at the Services Conference in the first half of 2024, also includes environmental
mitigation works consisting of tree and shrub forestation on a total of 13,440 square metres. 214 tall
trees and 1,731 shrubs of native species such as Maple Ash and Lime will be planted, in addition to the
construction of ecological underpasses to facilitate the passage of wildlife.
In parallel, the Motorways segment is committed to the conservation of biodiversity and the protection
of ecosystems, with a focus on the management of derelict areas along managed infrastructures and
the rescue of wildlife. These works are developed in cooperation with specialised agencies and aim to
enhance the surrounding environment, mitigate infrastructure impacts and promote wildlife
conservation initiatives. Details of the actions taken are given below:
RE.MISE
In cooperation with the Fondazione Lombardia per l'Ambiente (FLA), the Motorways segment launched
an analysis of the naturalistic-environmental status of some derelict areas on the edge of the managed
infrastructure, as part of the “Re.MISE - Recupero e miglioramento ambientale dei Reliquati di Milano-
Serravalle” project. The initiative aims to identify critical aspects to be mitigated and elements to be
conserved and enhanced, contributing to the protection and ecological recovery of these areas. In
2024, the FLA conducted surveys in eight selected areas, analysing the naturalistic-ecological
characteristics from a fauna and vegetation perspective, in order to outline targeted initiatives.
Based on this assessment, improvement and conservation measures are planned for 2025, identifying
priorities for each area analysed. Based on this evidence, an Action Plan will be drawn up to guide
future activities, ensuring a structured and focused approach to environmental rehabilitation.

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PROTECTION OF SPECIES
In 2024, a market survey was carried out to develop API - Areas For Pollinators, a project aimed at
stimulating the presence and use of pollinators in some of the derelict areas. The initiative includes the
installation of bee hotels, the creation of a farm apiary, thus contributing to the conservation of
pollinating insects, which are crucial for the ecosystem, and a study of existing wildlife underpasses to
be restored. Once the selection of the supplier is complete, the contract will be awarded in 2025 and
the implementation of the project will begin.
PROTECTION OF WILDLIFE
Finally, in order to strengthen the management and protection of wildlife along the infrastructure,
cooperation with specialised bodies for the rescue of injured animals continues. In 2024, a training
course was organised for traffic service officers to provide operational instructions on handling wild
and domestic animals involved in road accidents. In 2025, an agreement will be signed with Ambulanze
Veterinarie Italia to guarantee a structured first aid service for injured wild animals, ensuring their
transfer to regional recovery centres for the necessary treatment.
The involvement of local communities in actions and projects related to biodiversity and ecosystems is
ensured through round-table discussion groups and communication channels that guarantee
transparency during the planning stages (for further information, please refer to section S3-2 -
Processes for engaging with affected communities about impacts in this document).
EVALUATION OF ENERGY SEGMENT PLANTS
Plants within the Energy segment for the production of renewable energy have all the necessary
authorisations for construction, operation and end-of-life disposal. These authorisations are the result
of the work of all the bodies involved in the authorisation process, which have issued opinions or
requested adjustments to the projects in order to ensure compliance with environmental protection
requirements. As part of the same process, all plants were supplemented with documents, reports,
studies and technical reports drawn up by qualified professionals, aimed at reducing the environmental
impact of the work and guaranteeing the protection of the ecosystems in which they are located.
Environmental authorisations derive from the application of Presidential Decree 380/01 on
construction and Legislative Decree 152/06 et seq. on EIA, as well as from regional, local and secondary
or complementary regulations.
Site activities in the field of photovoltaic systems involve the adoption of operational best practices,
with material choices geared towards the protection of biodiversity and ecosystems. In order to
prevent possible impacts on biodiversity, analyses are carried out on the presence of herbicides in the
soil and a work execution period is established that takes into account seasonal bird migrations, so as
to avoid interference with the natural cycles of the species present in the intervention areas. Biogas
plants that produce electricity from biomasses of agricultural origin and by-products from the agro-
industrial industry operate in compliance with authorisation requirements and operational best
practices aimed at minimising the impact on biodiversity and surrounding ecosystems. Measures are
also taken at these plants to prevent negative effects on local fauna and flora, such as monitoring of
surface water, odour emissions and bioaerosols prescribed by the authorities.
18.3.3 Metrics and Targets
E4-4 - Targets related to biodiversity and ecosystems
One of the pillars of the FNM Group's 2024-2029 Strategic Plan is the FILI Project , which, starting in
2023, represents a perfect example of urban regeneration and protection of biodiversity, with the aim
of generating positive externalities over an area of more than 2 million square metres. The objectives of
the project are in line with EU policies in the field of brownfield rehabilitation. The project is part of the
regional ecological networks and integrates parks that can be used by the population.
The project represents one of the largest urban and suburban regenerative action in Europe, with a
focus on urban reconnection and land regeneration, FILI aims to adopt innovative solutions in
architectural design and environmental sustainability, redefining the main connection centres managed
by the Railway Infrastructure segment. The project is developed along the Milan-Malpensa axis, a

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strategic corridor for the Milan-Cortina 2026 Olympics. The stations of Milan Cadorna, Milan Bovisa,
Saronno and Busto Arsizio, together with the surrounding areas, will be the key players in an initiative
that will cover more than 188,000 square metres, with projects that will affect a total of 2 million square
metres in Regione Lombardia.
The main initiatives are listed below, which, although with different levels of direct impact, contribute to
regenerating the territory, integrating elements of nature into urban contexts and fostering the
adaptation and resilience of local ecosystems, consistent with an integrated vision of sustainability and
ecological transition:
• Hanging Synthetic Forest: at Milan Cadorna station, within the framework of a Public-Private
Partnership proposal, plans are in place to cover the tracks through the construction of a special
plate of approx. 53,000 square metres, on which a Hanging Synthetic Forest will be placed, an
innovative structure that aims to improve air quality for the city of Milan. In the draft project
currently being considered and examined by the competent public institutions in a special
Programme Agreement, the Hanging Synthetic Forest will be incorporated, with its 5,000 square
metres, in a planned extension of 33,000 square metres of urban park. This iconic initiative
represents an imaginary oxygen factory and testifies to FNM's commitment to environmental
protection, contributing, albeit indirectly, to the promotion of biodiversity.
• Cycle-superhighway: the aforementioned 54 km cycle superhighway will connect Milan Cadorna
station with Malpensa, guaranteeing a route with no stops. This infrastructure axis, focused on
sustainable mobility, will promote tourism, interchange with public transport systems and the use
of regenerated public spaces, reducing vehicle traffic.
• Urban Regeneration Projects
◦ Bovisa Hub: in collaboration with the Milan City Council and the C40 Group's Reinventing Cities
call for tenders, the Bovisa Hub will become a strategic hub. Covering an area of approximately
91,000 square metres, the project will include a new headquarters for the FNM Group and
works to improve accessibility and urban liveability.
◦ Saronno station: a complete redesign of the station and adjacent areas is planned, with cycle
and pedestrian paths, reorganisation of the technology and maintenance hub, and accessibility
improvements.
• Reforestation works (Piantalalì): FILI is promoting a large-scale reforestation programme, with
the planting of thousands of trees in the Lombardy municipalities crossed by the Group's railway
network. The first phase will cover an area of approximately 41,000 hectares spread over 24
municipalities in two provinces, contributing to environmental resilience and the enhancement of
the regional ecological network.
The FILI Project works will not only improve the quality of urban life, but also act as a driver for the
economic and social development of the areas involved, creating new public spaces, promoting
sustainable mobility and ensuring greater integration between infrastructure and community.
18.4 ESRS E5 - Resource use and circular economy
18.4.1 Management of impacts, risks and opportunities
IRO-1 - Description of processes to identify and assess material impacts, risks and opportunities
related to resource use and the circular economy
The FNM Group has adopted a structured approach to identify, assess and manage impacts, risks and
opportunities related to resource use and the circular economy. This process is based, as for the other
issues, on the Double Materiality analysis performed by the Group, therefore, please refer to the
general section ESRS 2 IRO-1, which describes the model adopted by the Group for the identification of
IROs and the analysis of their relevance in relation to business activities.
The analysis identifies a material positive impact, represented by the recovery of raw materials
through circular economy initiatives, such as the revamping of railway trains and innovative projects
aimed at circu larity. These include the introduction of sustainable pavement improvement products,
29 Certification obtained by the following companies: FERROVIENORD S.p.A., FNM Autoservizi S.p.A., Azienda Trasporti Verona
S.p.A. and Milano Serravalle - Milano Tangenziali S.p.A..

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e.g. the reuse of milled asphalt, and the use of biomethane for hydrogen production. Finally, there
were no inherent risks that exceeded the materiality threshold, nor were any specific opportunities
identified. In addition, a negative impact was also identified in relation to the generation of waste from
the FNM Group's activities, such as infrastructure modernisation and construction site activities.
E5-1 - Policies related to resource use and circular economy
Although the FNM Group has not yet formalised a policy on the use of resources and the circular
economy, it pays particular attention to sustainable waste management by committing to waste
reduction, resource recovery and material recovery.
Group companies operate according to shared principles, promoting reuse, recycling and reduction of
the environmental impact of waste, both in direct operations and along the value chain, also through
the adoption of Minimum Environmental Criteria (CAM), aimed at identifying the best design solution,
product or service from an environmental point of view along the life cycle, taking into account market
availability.
This commitment takes the form of using input materials from recovery processes, optimising waste
management processes, encouraging separate collection and recovery of materials that can be
recycled, including those produced or abandoned by third parties along the network.
The adoption of the ISO 14001 certified Environmental Management System 29 ensures constant
monitoring and continuous improvement in waste management, emission reduction and efficient use
of resources.
E5-2 - Actions and resources related to resource use and circular economy
The FNM Group undertakes a number of initiatives to improve waste management and promote
environmental sustainability practices and the actions implemented reflect an integrated approach
across the Group's different operating segments.
The Motorways segment is incorporated in this process, promoting the reduction of virgin resource
use and the enhancement of recycled materials by integrating sustainable solutions into its processes.
Through the recovery of waste and the use of materials with a low environmental impact, the company
aims to optimise the use of resources, minimising waste and inefficiency, as for example through its
participation in the environmental volunteer campaign "Clean up the World" promoted by Legambiente,
during which a 30 m 3 container of end-of-life tyres, collected along the routes it manages, was given to
the EcoTyre consortium for recovery and enhancement. Within the framework of the Environmental
Management System of the Motorways sector, the Operating Instructions for waste management
were revised in 2024, sharing these new procedures through specific training sessions for operational
staff. Special attention is paid to the responsible management of natural resources, with actions aimed
at recovery and reuse. In addition, a contract is being awarded for the supply of a weighbridge to be
located in a temporary depot, which will allow more accurate monitoring of the weight of the vehicles
used to transport waste, improving control and traceability.
The initiatives implemented in the different business segments are aimed at minimising waste and
optimising resource management, with specific actions for each operational area.
In the Railway Infrastructure segment, the reorganisation of technical operations resulted in a
significant reduction of waste from ordinary and extraordinary maintenance in 2024. Management is
entrusted to qualified companies, selected through tenders with quality control and certification.
Although it is not possible to completely prevent the generation of waste in this sector, as it is closely
linked to the safety of maintenance operations, all activities are carefully monitored in order to
promote the transfer of waste for recycling.
In 2024, the revamping of the TAF trainsets was an important circular economy initiative, allowing 14.15
tonnes of materials to be recycled into new seats.
In the Local Public Transport segment, measures were taken to improve waste management at
depots, including:

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• Centralisation of maintenance at the Saronno workshop, with controlled storage and disposal of
used oils, filter materials and batteries.
• Application of the waste hierarchy, giving priority to prevention, re-use, recycling and recovery,
minimising disposal.
• Specific training for workshop workers and operators on proper waste collection, safe storage and
packaging for shipment.
At the same time, the company also adopts an environmentally sustainable approach in the provision
of corporate services and ICT, progressively reducing the use of virgin resources in favour of recycled
and regenerated materials. Special attention is paid to hardware and paper management.
Specifically, 23 boxes of paper were purchased, 16 of which were recycled paper and 7 of all-purpose
paper, thus meeting the 70% recycled rate stipulated in the Sustainable Procurement Procedure. As far
as hardware is concerned, the disposal process is entrusted to specialised companies that guarantee
100% material recovery of discarded equipment, ensuring responsible and sustainable management of
end-of-life devices.
In addition, preference is given to the purchase of certified products with low environmental impact,
promoting the circularity of resources and contributing to the reduction of waste and the ecological
footprint of their activities. At the same time, it is committed to ensuring that the renewable resources
are procured and used in accordance with sustainability criteria, selecting supplies certified to
recognised standards, where applicable, such as FSC for paper and environmental certifications for
hardware. I n this context, all PCs and monitors ordered during the year are ENERGY STAR qualified,
thus ensuring a high level of energy efficiency and sustainability. A concrete example of this
commitment is the request for tender procedure launched in 2024 for the identification of a partner for
the management of printing, copying and scanning services at the FNM Group's premises for the two-
year period 2025-2026. The equipment requested within the scope of this delivery meets all energy
efficiency requirements of the ENERGY STAR guidelines and supports the use of 100% recycled paper,
even for double-sided printing and copying.
The biogas plants of the Energy segment are fully configured within the scope of the utilisation of by-
products from food and agro-industrial activities in compliance with Art. 12/bis of Decree Law No. 17 of
01/03/2022. The feeding recipe includes the priority use of by-products, such as:
– effluents from poultry farming (broiler pollen from non-intensive farms);
– by-products of olive processing (olive pomace, vegetation waters);
– by-products of fruit processing (from packaging activities);
– by-products of cereal processing (middlings);
– by-products of fruit and oilseed processing (bleaching earths used for oil).
These by-products enable biogas plants to generate electricity in full compliance with circular economy
principles and without using resources. In addition, biological digestate produced by the anaerobic
digestion of by-products and dedicated crops is used to fertilise farmland as an alternative to the use of
chemical fertilisers, restoring to the soil the organic substance needed to combat desertification
(caused by the over-exploitation of agricultural land) and the right amount of nitrogen needed for plant
growth.
18.4.2 Metrics and Targets
E5-3 - Targets related to resource use and circular economy
Although the FNM Group has not adopted specific objectives on waste management, it is committed to
pursuing the commitments described above by strengthening the monitoring and management of
waste produced. This includes continuously adapting to changing regulations, updating key documents
and implementing measures to ensure responsible and sustainable waste management, while
promoting waste reduction and circular economy practices.
E5-4 - Resource inflows

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The Group manages a large inflow of resources to support its operations in the sectors in which it
operates. The supply of such resources is crucial to ensure the efficiency, security and sustainability of
business operations.
In 2024, the total weight of products and materials used in own operations amounts to 34,631,332.49
kg. Of these, 12,730.50 kg are technical materials used mainly in the Motorways segment, while
27,000,000 kg are biological materials used for renewable energy production.
The materials used belong to the following categories:
• materials for local public transport: these consist mainly of the procurement of diesel for motor
vehicles and the purchase of new buses;
• railway infrastructure materials and railway track maintenance: this includes rails, switches,
treated and synthetic wood sleepers, insulated joints and railway track components, which are
essential to ensure the reliability and safety of the network;
• industrial and technical materials for the motorway infrastructure: these include large
quantities of steel, asphalt and paraffin, essential materials for the maintenance and extension of
rail and road networks;
• materials for the production of renewable energy: these are photovoltaic modules for the
production of solar energy and the use of biological materials, such as barley, maize, sorghum and
bleaching earth, for the generation of biogas;
• technological materials and digitisation: these consist mainly of monitors, desktops, laptops
and printers, which are essential tools for improving the digitisation of business activities,
optimising internal processes and reducing the consumption of paper materials.
E5-5 - Resource outflows
The composition of waste generated by the Group is closely linked to the activities in the various
sectors in which it operates, in particular, road and rail transport as well as infrastructure management.
In road and rail transport, the main waste arises from the maintenance and decommissioning of
vehicles, including end-of-life tyres (ELTs), spent batteries, motor oils, chemical packaging and pallets,
with metals, plastics, rubber and wood being the predominant materials.
In the infrastructure segment, waste comes from maintenance and operations on roads and rails,
including municipal waste, rubble, WEEE, end-of-life tyres and bulky waste.
Waste produced by the office activities of FNM Group companies is assimilated to municipal waste,
including paper, plastic, cardboard, toner, WEEE and neon. Other types of waste instead derive from
specific operations, such as spent batteries of electric vehicles, materials generated by railway
infrastructure and depot maintenance, as well as residues produced during the maintenance and
cleaning of rail and road vehicles. This waste has the potential to impact not only environmental
matrices, such as soil, water and air, but also local communities.
In 2024, 7,589,931 kg of waste were generated. Some of the waste produced by the Group was not sent
directly for disposal, but was transferred to authorised entities for recovery, treatment or disposal
operations, in full compliance with current environmental legislation. A total of 833,871 kg of waste falls
into this category, broken down into:
• Hazardous waste not intended for disposal: 294,132 Kg
• Non-hazardous waste not intended for disposal: 539,739 Kg
Waste not intended for disposal was managed through specific recovery operations, contributing to the
reduction of environmental impact and optimisation of resource use.
The main types of recovery adopted include:
• Recycling: 81,939 kg related to hazardous waste for recycling
• Other recovery operations: 212,193 kg relating to hazardous waste destined for other recovery
operations.
Waste that cannot be recovered is disposed of in compliance with current legislation and in accordance
with best environmental practices. In the reporting period, the total quantity of waste disposed of
30 Detailed information on the disposal, reuse and recycling of waste is available for the following companies: Azienda Trasporti
Verona S.p.A., FNM Autoservizi S.p.A., Milano Serravalle - Milano Tangenziali S.p.A., Viridis Energia S.p.A. and NordCom S.p.A..
However, no details are available for FERROVIENORD S.p.A., whose waste accounts for 86% of the waste produced by the Group.

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amounted to 361,880 kg, of which 138,133 kg was classified as hazardous waste and 223,747 kg as non-
hazardous waste. Both categories of waste, hazardous and non-hazardous, are managed through
different disposal methods:
• Landfill: 40,217 kg of hazardous waste and 270 kg of non-hazardous waste
• Incineration: 9,237 kg of non-hazardous waste
• Other treatment processes: 33,300 kg of non-hazardous waste.

E5, E5-5, RA30, RA31, RA32 30 | 2024 (kg)
Total waste produced | 0

18.5 EUROPEAN TAXONOMY
Disclosure pursuant to Article 8 of EU Regulation 202/852 (Taxonomy Regulation)
With the aim of increasing transparency among businesses and stakeholders and facilitating the flow of
capital to investments that support the achievement of European climate goals, the European Union is
committed to promoting balanced economic growth and ensuring a high level of environmental
protection and improvement.
To achieve this goal, the EU intends to direct investments towards private companies and other legal
entities whose activities can be considered environmentally sustainable, in order to meet the objectives
set by the European Green Deal. It is in this context that the classification system or “taxonomy” of
environmentally sustainable activities has been established.
The European Taxonomy, introduced by Regulation (EU) 852/2020 and applicable as of 1 January 2022,
defining an unambiguous and integrated system at European level, classifies economic activities that
may contribute to the achievement of the six environmental and climate objectives:
• Climate change mitigation (CCM);
• Climate change adaptation (CCA);
• Sustainable use and protection of water and marine resources (WTR);
• Transition to a circular economy (CE);
• Pollution prevention and control (PPC);
• Protection and restoration of biodiversity and ecosystems (BIO).
To achieve these objectives, the European Union has identified specific economic activities and defined
their eco-sustainability criteria, through Delegated Regulation 2021/2139 et seq. covering the first two
objectives and Delegated Regulation 2023/2486 covering the remaining four objectives (together, the
Delegated Acts).
Companies subject to the obligation to publish a Sustainability Statement, such as the FNM Group,
must disclose the following performance indicators (KPIs): the proportion of revenue, capital
expenditure (Capex) and operating expenditure (Opex).
In particular, KPIs must be reported for both taxonomy-eligible activities ( Taxonomy-Eligible), which
potentially contribute to the achievement of environmental objectives, both for taxonomy-aligned
activities ( Taxonomy-aligned), which are considered as such if they meet the following criteria:
• the technical screening criteria , specific for each taxonomic activity and described in the
Delegated Acts, which make it possible to determine the conditions under which an economic
activity contributes substantially to a specific environmental objective;
• the Do No Significant Harm (DNSH) criteria , specific to each taxonomic activity and described in
the Delegated Acts, whose purpose is to verify that the economic activity does not cause
significant harm to any of the other environmental objectives;

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• the Social Minimum Safeguards, in this case, the organisation has to prove through its
implemented procedures that it ensures compliance with principles in the following areas of
application: human rights, environment, anti-corruption, consumer interests, technological science
and innovation, taxation and competition.
As of the reporting year 2024, non-financial enterprises obliged under the CSRD are obliged to report
economic activities, both eligible and aligned, to the European Taxonomy for all six objectives. In
preparing the Consolidated Financial Statements, the FNM Group applies the International Financial
Reporting Standards (IFRS), adopted with Regulation (EC) No. 1126/2008. The proportion of revenues
deemed eligible is derived from net revenues obtained from products or services associated with
taxonomy-eligible economic activities. The capital expenditure allocated to eligible eco-sustainable
economic activities includes the costs defined in section 1.1.2.2 of Annex I to Delegated Regulation (EU)
2021/2178, while the proportion of operating expenditure is calculated as defined in section 1.1.3.2 of
the same Regulation.
The FNM Group and the contribution to European environmental objectives
Underlying the FNM Group's ESG identity is a solid leadership in sustainable mobility, thanks to an
integrated model that combines rail, road and motorway infrastructure management. As the leading
integrated sustainable mobility group in Lombardy and one of the main Italian operators in the sector,
FNM is at the heart of the transition to a low-carbon transport system. In addition, as commented
elsewhere in this document, the Viridis Group, which specialises in the production of energy from
renewable sources, was acquired in 2024.
The Group considers the EU Taxonomy to be a strategic framework for defining its commitments and
objectives, as well as an essential tool for responding to investor and stakeholder demands for
transparency. Also for the year 2024, in line with the approach adopted in the previous year, an in-
depth regulatory analysis and a contextualisation of the Taxonomy was carried out with respect to the
different operating segments in which the Group operates, and a linear path was structured in order to
ensure disclosure of the activities of the FNM Group that are eligible and aligned with the European
Taxonomy.
The process followed is outlined below:
1. Definition of the scope of analysis and mapping of eligible activities with respect to the
European Taxonomy. At this stage, following the definition of the scope of analysis, a mapping
of all taxonomy activities was carried out, related to the 6 objectives defined by the EU
Taxonomy framework.
2. Sharing of the list of potentially eligible activities with the identified contact persons for
individual companies and conducting interviews in order to explain the activity and coordinate
the data collection process.
3. Verification of technical requirements, DNSH for each eligible activity, in order to identify aligned
activities, for all companies in the identified scope. In addition, for potentially aligned activities,
the requirements for verifying the Social Minimum Safeguards for the entity involved in that
activity were analysed.
4. Gathering of information and supporting documentation, verification of the consistency of
financial data with the financial statements.
5. Compilation of the tables required by the regulations and drafting of the chapter for
Sustainability Reporting.
Please note that, with regard to the DNSH on climate change referring to Appendix A and the Social
Minimum Safeguards, the analyses were carried out at FNM Group level. The results of these analyses
are summarised in the table below and in full in the tables at the end of this chapter, which follow the
templates provided by Delegated Regulation (EU) 2023/2486. Pursuant to Regulation (EU) 852/2020, all
consolidated companies have been included for Taxonomy reporting purposes, so the scope analysed
overlaps with that of the information in the consolidated financial statements.
Eligibility analysis of the FNM Group's activities
The FNM Group, in accordance with the provisions of Delegated Regulation (EU) 2021/2178, has
determined for the financial year of reference the portions of Revenues, Capex and Opex associated
with eligible economic activities and aligned to the European Taxonomy, also with reference to the
NACE codes and summarised below.

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The analysis was carried out on all six taxonomic environmental objectives, taking care to avoid the risk
of double counting. This assessment also allowed the company to review the considerations expressed
in the previous reporting year, going into them in more depth where appropriate. The results from the
calculation of financial KPIs are summarised below.
Proportion of Revenues, CapEx and OpEx of European Taxonomy-eligible and aligned activities -
2024

| Revenues | CAPEX | OPEX
TOTAL (Euro/thousands) | 885,325 | 193,552 | 90,931
Percentage of EU taxonomy-aligned economic activities | 7.9% | 48.2% | 1.9%
Percentage of EU taxonomy-eligible and non-taxonomy- aligned economic activities | 54.4% | 15.5% | 53.1%
Percentage of EU taxonomy non-aligned and taxonomy non- eligible economic activities | 37.7% | 36.3% | 45.0%

*The data refer to the entire FNM Group.
The FNM Group reserves the right to reconsider its assessments and interpretations in future reporting
periods, in order to take into account any changes in the regulatory framework or further clarifications
that may be issued in the meantime by national and European authorities or trade associations.
Furthermore, the FNM Group, pending further regulatory developments, is engaged in continuous
improvement of the activities necessary to ensure complete and accurate compliant reporting.
Below is a breakdown of the FNM Group's eligible activities:

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Objective | Economic activities according to the EU Taxonomy | Description of the FNM Group's activities
Climate change mitigation (CCM) | 3.2 Manufacture of equipment for the production and use of hydrogen | Manufacture of equipment for the production and use of hydrogen
4.1 Electricity generation using solar photovoltaic technology | Construction or operation of power generation plants using photovoltaic solar technology
4.8. Power generation from bioenergy | Construction and operation of plants for electricity generation exclusively from biomass, biogas or bioliquids, excluding electricity generation from mixtures of renewable fuels and biogas or bioliquids
4.12. Storage of hydrogen | Construction and operation of plants that store hydrogen and return it at a later date
6.1 Passenger interurban rail transport | Construction and operation of plants for electricity generation exclusively from biomass, biogas or bioliquids, excluding electricity generation from mixtures of renewable fuels and biogas or bioliquids
6.2 Freight rail transport | Purchase, financing, leasing, renting and management of freight transport on mainline railway networks as well as short-haul freight railway lines
6.3 Urban and suburban transport, road passenger transport | Purchase, financing, leasing, rental and operation of vehicles for road passenger transport in urban and suburban areas
6.4 Infrastructure for personal mobility, cycle logistics | Sale, purchase, financing, leasing, rental and operation of personal transport or mobility devices whose propulsion is derived from the user's physical activity, a zero-emission engine or a combination of a zero-emission engine and physical activity. This includes the provision of goods transport services by bicycle (cargo)
6.14 Infrastructure for rail transport | Construction, modernisation, operation and maintenance of railways and underground railways, as well as bridges and tunnels, stations, terminals, railway service facilities and traffic and safety management systems, including the provision of architectural, engineering, project drafting, construction inspection and surveying and similar services, as well as the performance of physical, chemical or other analytical testing of all types of materials and products
7.7 Acquisition and ownership of buildings | Purchase of real estate and exercise of ownership over such real estate
Climate change adaptation (CCA) | 8.2. Programming, IT consultancy and related activities | Provision of information technology skills: writing, editing, testing and servicing software; planning and design of computer systems integrating hardware, software and communication technologies; on-site management of customers' computer systems or data processing facilities; and other computer- related technical and professional activities

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Transition to a circular economy (CE) | 2.2. Production of alternative water resources for purposes other than human consumption | Construction, expansion, operation and renovation of plants for the production of refined water, rainwater and meteoric water collection plants and plants for the collection and treatment of grey water
2.3 Collection and transport of non- hazardous and hazardous waste | The separate collection and transport of non-hazardous and hazardous waste for preparation for re-use or recycling, including the construction, management and modernisation of facilities involved in the collection and transport of such waste, such as ecological islands and waste transfer stations, as a means of material recovery
3.1. Construction of new buildings | Development of projects for the construction of residential and non- residential buildings, by raising financial, technical and physical resources in order to sell the real estate unit at the time of delivery or at a later date, as well as the construction of complete residential or non-residential buildings on their own account for sale or on a contractual basis.
3.2. Renovation of existing buildings | Building and civil engineering works or their preparation
3.4 Maintenance of roads and motorways | Maintenance of roads, urban streets and highways, other vehicle and pedestrian passages, surface works on roads, urban streets, highways, bridges, tunnels and runways, taxiways and airport aprons, defined as all operations undertaken to maintain and restore the functionality and level of service of roads. For bridges and tunnels, the economic activity only involves the maintenance of the road that passes over the bridge or through the tunnel. It does not provide for the maintenance of the bridge or the tunnel itself
3.5 Use of concrete in civil engineering | The use of concrete for the new construction, reconstruction or maintenance of civil engineering works, with the exception of concrete surfaces on the following elements: roads, motorways and other vehicle and pedestrian passages, bridges, tunnels and runways, taxiways and airport aprons, which fall under the economic activity 'Maintenance of roads and motorways'
Pollution prevention and control (PPC) | 2.1 Collection and transport of hazardous waste | Separate collection and transport of hazardous waste prior to treatment, recovery or disposal of materials, including the construction, operation and modernisation of facilities involved in the collection and transport of these wastes, such as hazardous waste transfer stations, in order to ensure their adequate treatment

Alignment analysis of the FNM Group's activities
In 2024, the alignment analysis revealed the following activities of the climate change mitigation target
as aligned: “4.1. Electricity generation using solar photovoltaic technology”, "4.12. Hydrogen
storage”, '6.1. Passenger interurban rail transport”and “6.2. Freight rail transport”;
These activities contribute to the achievement of the Climate Change Mitigation (CCM) objective
and respect the technical screening criteria defined in the Regulation, the criteria of No Significant
Harm (DNSH)as well as the Minimum Safeguards(MS).
Below are the analyses carried out for activities aligned to the Climate Change Mitigation (CCM)
objective.

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4.1 Electricity generation using solar photovoltaic technology
The Viridis Group owns 23 proprietary photovoltaic plants with an average annual production of
approximately 99 Gwh, thus contributing to activity 4.1 Production of electricity using photovoltaic solar
technology.
Substantial Contribution Analysis
The activity contributes substantially to climate change mitigation through compliance with the
technical screening criteria described in EU Delegated Regulation 2021/2139.
Analysis of Do No Significant Harm (DNSH) criteria
The DNSH criteria were analysed for the economic activity identified as aligned, for each environmental
objective to which it does not directly contribute.
Climate change adaptation
For the purpose of the alignment of activity 4.1, the DNSH criterion on Climate Change Adaptation
requires companies to demonstrate that they have conducted:
i) a robust analysis of physical climate risks that may affect the performance of economic activity;
ii) an analysis of climate vulnerability;
iii) an analysis aimed at identifying adaptation solutions to reduce the identified risks.
This assessment was carried out at Group level, ensuring a structured approach that complies with
regulatory requirements.
In fact, in 2024, a climate risk analysis was initiated that allowed us to identify the main acute and
chronic physical risks relating to temperature, wind, water and solid mass.
To ensure an accurate analysis of future impacts, the time horizons and climate scenarios defined by
the IPCC were adopted, which are essential tools for assessing how climate change may evolve and
affect the Group's business activities. Climate impacts were therefore analysed considering three time
horizons - short-term (2030), medium-term (2050) and long-term (2080) - with a focus on the 2030
horizon, which allows for more reliable assessments of acute climate risks, such as floods, storms and
forest fires.
The analysis was based on the Intergovernmental Panel on Climate Change (IPCC) climate scenarios, in
particular the Representative Concentration Pathways (RCPs). RCPs are trajectories of greenhouse gas
concentrations in the atmosphere that describe possible evolutions of climate change under different
levels of future emissions and adopted mitigation policies. In this context, the following were
considered:
• RCP 2.6, which envisages a temperature increase of less than 1.5°C by 2100, in line with the Paris/
Kyoto Agreements;
• RCP 4.5, considered the most likely given the current commitment of countries, with an increase
between 2°C and 3°C by 2100;
• RCP 8.5, the most extreme scenario, with an increase of more than 4°C, assumed in the absence of
mitigation policies.
For the representation of Business Interruption Days (BID), it was decided to focus on the RCP 8.5 climate
scenario. This choice is justified by the fact that such scenarios represent projections closer to current
conditions and trajectories that might materialise in the absence of significant changes in climate
policies.
The identification and assessment of physical climatic risks was carried out through a structured
process that allowed the quantification of the exposure of the FNM Group's assets (railway stations,
motorway barriers, offices, depots, car park recharging stations, energy production plants, etc.) to
potential threats. This was made possible by the integration of global climate databases (e.g. IPCC,
Copernicus) and advanced assessment tools. For more information, see Section 18.1.3 Management of
Impacts, Risks and Opportunities.
Through the analysis of specific climatic indicators (e.g. Heat Stress, Water Stress, Sea Level Rise, Extreme
Precipitation , etc.), the method made it possible to associate the most relevant risks with each company
asset, ensuring a targeted quantification of potential impacts.

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To ensure asset resilience and reduce residual risk to an acceptable level, FNM has taken a number of
adaptation measures. These include'All Risks' insurance cover for all Group assets. In addition,
containment barriers have been installed to prevent landslides and ensure the safety of the transport
infrastructure, while the implementation of monitoring tools allows the risk of flooding or damage due
to heavy rainfall to be assessed in real time, enabling timely preventive action.
These adaptation measures are integrated into the Group's overall risk management strategy and
ensure that, even in the presence of extreme weather events, the impact on FNM's economic activities
is limited. The adoption of a comprehensive insurance policy, combined with advanced infrastructure
solutions and monitoring systems, significantly reduces vulnerability to climate events, limiting residual
risk.
The approach taken integrates climate risks into the Group's strategic planning, ensuring compliance
with DNSH requirements and supporting the development of mitigation and adaptation measures to
reduce exposure and vulnerability to future climate events.
Transition to a circular economy
The activity fulfils the criteria listed in point (4) of EU Delegated Regulation 2021/2139, in that the
activity uses equipment and components that are installed in such a way that they can be dismantled
and the land restored for agricultural use for more than 30 years. The supplies used in the construction
of the plant are all recyclable.
Protection and restoration of biodiversity and ecosystems
An analysis of the requirements of Appendix D of the EU Delegated Regulation 2021/2139 was carried
out and it was concluded that activity 4.1. complies with the criteria defined by the DNSH of the
relevant appendix, as all installations subject to an EIA or EIA screening have successfully passed the
screening during the authorisation process; the installations that do not have an EIA are located
outside biodiversity-sensitive areas.
The DNSH relating to the relevant use of water resources and the prevention and reduction of pollution
are considered irrelevant by the Regulation, so they were not analysed.
4.12. Storage of hydrogen
Substantial Contribution Analysis
The activity contributes substantially to climate change mitigation through compliance with the
technical screening criteria described in EU Delegated Regulation 2021/2139. The aligned activity,
specifically, relates to the construction of hydrogen storage facilities.
Analysis of Do No Significant Harm (DNSH) criteria
Climate change adaptation
The Group performed the risk assessment of the activity's exposure to the acute and chronic weather
events envisaged in Appendix A of the EU Delegated Regulation 2021/2139 based on the methodology
set out under 'Adaptation to Climate Change' related to Activity 4.1 and concluded that Activity 4.12 was
assessed to be compliant with the criteria set out in the DNSH of the relevant Appendix. For more
information see the description in activity 4.1 above.
Transition to a circular economy
The activity fulfils the DNSH criterion on the "Transition to a Circular Economy" objective, which
specifically requires that a waste management plan be put in place that ensures maximum reuse or
recycling at the end of the life cycle in accordance with the waste hierarchy, including through
contractual agreements with waste management partners, consideration in financial projections or
official project documentation. In fact, the executive project details the relevant CAM (Minimum
Environmental Criteria) application schemes, component by component, governing the entire project
life cycle.
Pollution prevention and control
The criteria of the DNSH concerning the objective 'Pollution Prevention and Control' are not applicable
as the hydrogen storage does not exceed five tonnes.

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Protection and restoration of biodiversity and ecosystems
Following the analysis of the requirements of Appendix D of the EU Delegated Regulation 2021/2139, it
can be seen that activity 4.12. complies with the criteria defined by the DNSH of the reference
appendix, as the buildings and initiatives do not fall within sensitive areas, the Natura 2000 network or
protected natural areas. However, one of the five intervention areas is lapped by the 'Gretto dello
Scrivia' site, which is registered in the MASE geoportal. For this area, a suitable Assessment of Suitability
for the Impact Assessment Procedure was prepared and approved in the Conference of Services
procedure carried out.
Further DNSH were not analysed because they were defined as not relevant by the Regulation for this
activity.
6.1. Passenger interurban rail transport
Substantial Contribution Analysis
The activity contributes substantially to climate change mitigation through compliance with the
technical screening criteria described in EU Delegated Regulation 2021/2139. The aligned activity,
specifically concerning the purchase, rental and lease of trains and locomotives (“rolling stock”) for rail
transport on the major passenger networks distributed mainly in the Lombardy area, met the technical
criterion “a) the trains and passenger coaches have zero direct (exhaust pipe) CO 2 emissions”, as they
are electric.
Analysis of Do No Significant Harm (DNSH) criteria
Climate change adaptation
The Group performed the risk assessment of the activity's exposure to the acute and chronic weather
events envisaged in Appendix A of the EU Delegated Regulation 2021/2139 based on the methodology
set out under 'Adaptation to Climate Change' related to Activity 4.1 and concluded that Activity 6.1 was
assessed to be compliant with the criteria set out in the DNSH of the relevant Appendix. For more
information see the description in activity 4.1 above.
Transition to a circular economy
As concerns the alignment of activity “6.1. Passenger interurban rail transport”, the DNSH criterion
relating to the “Transition to a circular economy” objective specifically requires the activity to introduce
measures for waste management, according to the waste hierarchy, especially in maintenance phases.
However, maintenance of the rolling stock in question is not considered for the definition of aligned
activities, since it is not one of the activities managed by FNM.
In addition, the FNM Group has implemented specific measures, such as the reuse of existing seat
materials, as part of the process of revamping of its TAF trains, in the amount of 41%. In particular, the
revamping process allows for an extension of the useful life of the rolling stock ranging from 5 to 12
years depending on the type of rolling stock, with a view to a circular economy and therefore asset
reuse.
Pollution prevention and control
The DNSH criteria relating to the “Pollution prevention and control” objective are linked to the emission
limits set forth in Annex II of Regulation (EU) 2016/1628 of the European Parliament and of the Council,
applied to engines for locomotive propulsion (RLL) and engines for railcar propulsion (RLR). These
criteria are not applicable in the context of activities “6.1. Passenger interurban rail transport” of the
Group, as the rolling stock used, considered for alignment, employs an exclusively electric propulsion
system and, therefore, does not generate any impact in terms of emissions.
Further DNSH were not analysed because they were defined as not relevant by the Regulation for this
activity.
6.2 Freight rail transport
Substantial Contribution Analysis
The activity contributes substantially to climate change mitigation through compliance with the
technical screening criteria described in EU Delegated Regulation 2021/2139.

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The aligned activity, specifically related to the purchase, financing, leasing, renting and management of
freight transport on mainline railway networks as well as short-haul freight railway lines, met the
criteria for technical screening:
1) a) trains and railway wagons have zero direct emissions (from exhaust pipe) of CO 2 , as they are
electrically powered; b) trains and railway wagons have zero direct emissions (from exhaust
pipe) of CO 2 when operating on tracks with the necessary infrastructure and using a
conventional engine when such infrastructure is not available (bimodal), as the locomotives in
question (E494) have the characteristics of operating with diesel last mile;
2) trains and railway wagons are not used to transport fossil fuels. Although the customer DB
operates fuel oil traffic (fuel for ship engines), the utilisation of the locomotives in question
(E494 and E483) on that traffic is quantifiable at between 0.6% and 1.3% of the total mileage of
those locomotives respectively. A reduction equal to the percentage of km related to oil traffic
was then entered as the value for alignment.
Analysis of Do No Significant Harm (DNSH) criteria
Climate change adaptation
The Group performed the risk assessment of the activity's exposure to the acute and chronic weather
events envisaged in Appendix A of the EU Delegated Regulation 2021/2139 based on the methodology
set out under 'Adaptation to Climate Change' related to Activity 4.1 and concluded that Activity 6.2 was
assessed to be compliant with the criteria set out in the DNSH of the relevant Appendix.
Transition to a circular economy
For the purpose of the alignment of the activity "6.2 Freight rail transport", the DNSH criterion related
to the objective "Transition to a circular economy" that specifically requires the activity to introduce
measures for waste management, according to the waste hierarchy, is not applicable as the
maintenance of rolling stock is not the responsibility of the FNM Group.
Pollution prevention and control
The DNSH criteria relating to the “Pollution prevention and control” objective are linked to the emission
limits set forth in Annex II of Regulation (EU) 2016/1628 of the European Parliament and of the Council,
applied to engines for locomotive propulsion (RLL) and engines for railcar propulsion (RLR). These
criteria are not applicable in the context of activities "6.2 Freight rail transport” of the Group, as the
rolling stock used, considered for alignment, employs an exclusively electric propulsion system and,
therefore, does not generate any impact in terms of emissions.
Minimum Safeguard (MS) Analysis
Article 18.1 of the EU Taxonomy Regulation describes minimum safety guarantees, or 'social
minimum safeguards', as procedures implemented by a company to ensure that its business activities
are conducted in accordance with internationally recognised principles set out in the OECD Guidelines
for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights (UNGPs).
The guidelines identified by the Platform on Sustainable Finance in the 'Final Report on Minimum
Safeguards' published in October 2022 were also considered.
Minimum safeguards refer to issues related to human rights, taxation, fair competition and anti-
corruption, as well as the environment, consumer interests, technological science and innovation
where applicable.
Human rights, including workers' rights
The FNM Group carries out business activities in accordance with the OECD Guidelines for
Multinational Enterprises and in compliance with the United Nations Guiding Principles on Business
and Human Rights, including the principles and rights established in the eight fundamental conventions
identified in the International Labour Organisation's Declaration on Fundamental Principles and Rights
at Work and the International Bill of Human Rights.
The Group is committed to and protects human rights through its policies and Code of Ethics . It is also a
signatory of the United Nations Global Compact and has adhered to the 10 founding principles relating
to human rights, working conditions, the environment and anti-corruption.
In its external relations with suppliers and sub-contractors, the FNM Group applies the principles
contained in the Code of Ethics and Conduct and the Anti-Corruption Policy. Also in 2024, the due
31 The Conflicts of Interest Management Regulations apply to FNM S.p.A., FERROVIENORD S.p.A., FNM Autoservizi S.p.A.,
NORD_ING S.r.l. E-Vai S.r.l. Malpensa Intermodale S.r.l. Malpensa Distripark S.r.l. FNMPAY S.p.A. FNM Power S.r.l. Furthermore,
this document is applied, subject to approval by the respective Boards of Directors in the companies Milano Serravalle - Milano
Tangenziali S.p.A, Milano Serravalle Engineering S.r.l. and Azienda Trasporti Verona S.p.A..

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| FNM Group

diligence activity aimed at third parties continued: specifically, any purchase managed through the
Purchasing Department, if not subject to the checks and controls set forth in the Procurement
Regulations, is validated by the Compliance Department, through due diligence of the relevant supplier,
before proceeding with the award. In order to ensure greater transparency in disclosure, the Internal
Dealing Code has been approved and adopted, which governs disclosure and conduct obligations
relating to financial transactions.
In particular, FNM has adopted a Code of Ethics and Conduct that recalls the rules deriving from the
OECD Convention on Combating Bribery of Foreign Public Officials in International Business
Transactions as well as the relevant internal regulations recently updated with the "Anti-corruption
Law" (Law No. 190 of 6 November 2012), as amended and supplemented, aimed at prosecuting corrupt
phenomena committed within the national territory.
Taxation
FNM has always adopted a prudential approach in determining the tax burden for the year in order to
guarantee the punctual fulfilment of all tax obligations, protect the correct taxation of the Group, and
monitor and mitigate tax risk.
The Board of Directors and Top Management guide the dissemination of a corporate culture marked by
the values of honesty and integrity and the principle of legality. To this end, they rely on the support of
the internal control functions and the Finance, Tax and Insurance Function (Administration, Finance &
Control Department) to ensure compliance with tax regulations, ensuring the timely detection and
assessment of tax risks and playing a role in guiding, coordinating and controlling the Group entities.
The Group's tax policy is therefore characterised by a strong orientation towards tax risk control and
compliance, consistent with the provisions of current legislation and national and international best
practices. The management of the tax variable is based on a proactive, rather than reactive, approach,
in accordance with the Group's ethical principles. The purpose of this approach is to outline how tax
risk is to be effectively detected, measured, managed and controlled, in order to:
1. preserve the primary interests of the Group;
2. maximise development opportunities where possible;
3. maintain tax compliance.
In addition, the Taxation Operating Procedure was adopted with the objective of describing the
procedures and behavioural principles to be followed to ensure the correct management of tax-related
activities.
Fair competition
The FNM Group, as described in its Sustainability Policy, is committed to operating in a context of fair
competition with honesty, integrity, fairness and good faith, respecting the legitimate interests of
shareholders, employees, customers, business and financial partners and the local communities and
other areas in which it operates.
The Group's Code of Ethics and Conduct recognises the importance of fair competition and therefore
considers compliance with market and consumer protection regulations to be fundamental in all the
sectors in which it operates.
To underpin this commitment, the Group has implemented the "Conflict of Interest Management
Regulation”31 which defines the framework for the prevention and management of situations of conflict
of interest, actual or potential, that may involve the Recipients of the FNM Group company. The rules of
conduct defined within it must be observed by (i) directors, (ii) members of the Board of Statutory
Auditors, members of the Supervisory Bodies and (iv) employees. For more details, please refer to
Chapter G1-1 - Policies on Corporate Culture and Business Conduct.
Anti-corruption and anti-bribery
The Group's commitment to anti-corruption and anti-bribery is enshrined and integrated in the Anti-
Corruption Policy and the Code of Ethics and Conduct. An ISO 37001:2016 -certified Anti-Corruption

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| FNM Group

Management System has been adopted, and there are an anti-corruption audit plan, a whistleblowing
system for the anonymous reporting of potential issues and a training programme involving Group
employees across a number of levels. Finally, the FNM Group specifies in its Code of Ethics that it does
not make contributions to political or trade union parties, movements, committees and organisations.
In 2024, training continued through courses dedicated to the various corporate functions, with the aim
of strengthening awareness on the issue of corruption and delving deeper into the main elements of
the anti-corruption management system, the principles of internal control and how to use the
whistleblowing reporting system.
Convictions
During the year, there were no final convictions against the FNM Group relating to issues of unfair
competition, instances of tax evasion, bribery/corruption events or episodes of human rights and
workers' rights violations. In this respect, there were also no incidents or unlawful acts attributable to
corruption or violations of the Code of Ethics and Conduct. In addition, there were no queries from the
Business and Human Rights Resource Centre (BHRRC) and no cases dealt with by the OECD National
Contact Point (NCP).
Contextual information
For FY 2024, the FNM Group also reported on the activities from renewable energy production
attributable to the Viridis Group business acquired during the year.
The main deviations from the previous year are therefore attributable to both the Group's new
businesses and the trend in investments and expansion of the infrastructure, which varies from year to
year.
More details on the three KPIs are given below.
Contextual information on revenues KPI
The values contributing to the numerator (and denominator) of the KPI revenues include not only
revenue from the sale of goods, services and rental income, but also revenue related to IFRIC 12.
The total numerator is EUR 552 million and is mainly composed of:
• EUR 351 million related to the railway infrastructure construction, modernisation, operation and
maintenance business;
• EUR 92 million related to the road passenger transport business in urban and suburban areas;
• EUR 41 million related to the passenger and freight rail transport business;
• EUR 30 million related to hydrogen storage and production facilities;
• EUR 11 million related to the renewable energy business.
The increase in the percentage of both eligible and aligned revenues is mainly related to the
development of financed investments in railway infrastructure and hydrogen storage and production
facilities. In addition, the acquisitions of the Viridis Group and Nordcom expanded the taxonomy
activities.
There are no amounts related to taxonomy-aligned economic activities carried out for internal
consumption by the same non-financial enterprise. The total revenues of the denominator are
consistent with those presented in the consolidated income statement. There are no intercompany
revenues that can be individually reported for taxonomy purposes.
Contextual KPI information on capital expenditure
The denominator for capital expenditure is EUR 194 million, represented by these main items:
• EUR 104 million related to investments made during the year by Group companies in property,
plant and equipment, intangible assets and usage rights (IFRS 16)
• EUR 90 million from the net values of tangible and intangible assets and rights of use (IFRS 16),
which entered through business combinations (specifically NordCom S.p.A. and Viridis Energia

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| FNM Group

S.p.A.) that took place in 2024. These also include the results of the IFRS 3 accounting that
impacted these assets (PPA), but excluding the value of goodwill arising from this transaction.
The total numerator is EUR 123 million and consists mainly of:
• EUR 82 million related to the renewable energy business, which includes investments for the year
and the value of assets from business combinations. In particular, the values resulting from
combinations amounted to EUR 48 million;
• EUR 10 million related to the business of building, modernising, operating and maintaining railway
infrastructure;
• EUR 22 million related to the passenger and freight rail transport business;
• EUR 7 million related to the road passenger transport business in urban and suburban areas.
Contextual KPI information on operational expenditure
The denominator is composed of operating expenses related to costs associated with research and
development, building renovation measures, maintenance and repair, and any other direct expenses
associated with the day-to-day maintenance of property, plant and equipment and infrastructure by
the Group or by third parties to whom these tasks are outsourced. These also include rents and leases
of less than 12 months, following IFRS 16 accounting.
The total numerator is EUR 50 million and consists mainly of maintenance costs:
• EUR 31 million related to the railway infrastructure construction, modernisation, operation and
maintenance business;
• EUR 10 million related to road and motorway maintenance;
• EUR 3 million related to the road passenger transport business in urban and suburban areas;
• EUR 2 million related to the renewable energy business;
• EUR 2 million related to hydrogen storage and production facilities.
The increase in the percentages of both eligible and aligned Opexes is mainly related to the trend in
maintenance demands on the motorway and railway network.
Template - Proportion of revenues from products and services associated with Taxonomy-
aligned economic activities – disclosure covering year 2024

| Substantial contribution criteria | DNSH criteria (“Do No Significant Harm”) (h) |  |  |  |
Economic activities (1) | Code (a) (2) | revenues (3) | Proportion of revenues, year N (4) | Climate change mitigation (5) | Climate change adaptation (6) | Water (7) | Pollution (8) | Circular Economy (9) | Biodiversity (10) | Climate change mitigation (11) | Climate change adaptation (12) | Water (13) | Pollution (14) | Circular Economy (15) | Biodiversity (16) | Minimum Safeguards (17) | Proportion of taxonomy-aligned (A.1.) or taxonomy- eligible (A.2.) revenues, year N-1 (18) | Enabling activity category (19) | Category transitional activity (20)
Text |  | Currency EUR thousand | % | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes/ No | Yes/ No | Yes/ No | Yes/ No | Yes/ No | Yes/ No | Yes/ No | % | A | T
A. TAXONOMY-ELIGIBLE ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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| FNM Group

A.1. Environmentally sustainable activities (taxonomy- aligned) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CCM. 4.1 Electricity generation using solar photovoltaic technology | CCM. 4.1 | 6,854 | 0.8% | Yes | No | N/EL | N/EL | N/EL | N/EL | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 0.0% |  |
CCM 6.1 Passenger interurban rail transport | CCM 6.1 | 34,767 | 3.9% | Yes | No | N/EL | N/EL | N/EL | N/EL | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 6.0% |  | T
CCM 6.2 Freight rail transport | CCM 6.2 | 3,994 | 0.5% | Yes | No | N/EL | N/EL | N/EL | N/EL | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 0.0% |  | T
CCM 4.12 Hydrogen storage | CCM 4.12 | 24,148 | 2.7% | Yes | No | N/EL | N/EL | N/EL | N/EL | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 0.0% | A |
Revenues of environmentally sustainable activities (Taxonomy-aligned) (A.1) | 69,764 | 7.9% | 7.9% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 6.0% |  |
Of which enabling | 24,148 | 2.7% | 2.7% | - | - | - | - | - | - | - | - | - | - | - | - | 0.0% | A |
Of which transitional | 38,761 | 4.4% | 4.4% | - | - | - | - | - | - | - | - | - | - | - | - | 6.0% |  | T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not taxonomy-aligned activities) (g) |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Currency EUR thousand | % | EL; N/ EL (f) | EL; N/ EL (f) | EL; N/ EL (f) | EL; N/ EL (f) | EL; N/ EL (f) | EL; N/ EL (f) |  |  |  |  |  |  |  | % |  |
CE 2.2. Production of alternative water resources for purposes other than human consumption | CE 2.2 | - | 0.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CE 2.3 Collection and transport of non-hazardous and hazardous waste | CE 2.3 | - | 0.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CE 3.1. Construction of new buildings | CE 3.1 | 8,546 | 1.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.3% |  |
CE 3.2. Renovation of existing buildings | CE 3.2 | 1,531 | 0.2% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CE 3.4 Maintenance of roads and motorways | CE 3.4 | - | 0.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CE 3.5 Use of concrete in civil engineering | CE 3.5 | - | 0.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCA 8.2 Programming, IT consultancy and related activities | CCA 8.2 | 5,851 | 0.7% | N/EL | EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 3.2 Manufacture of equipment for the production and use of hydrogen | CCM 3.2 | 5,729 | 0.6% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 4.1 Electricity generation using solar photovoltaic technology | CCM 4.1 | 19 | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 4.8 Electricity generation from bioenergy | CCM 4.8 | 3,745 | 0.4% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 6.1 Passenger interurban rail transport | CCM 6.1 | 1,080 | 0.1% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.2% |  |
CCM 6.2 Freight rail transport | CCM 6.2 | 1,592 | 0.2% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.8% |  |
CCM 6.3 Urban and suburban transport, road passenger transport | CCM 6.3 | 91,808 | 10.4% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 12.1% |  |
CCM 6.4 Infrastructure for personal mobility, cycle logistics | CCM 6.4 | 2,375 | 0.3% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.3% |  |
CCM 6.14 Infrastructure for rail transport | CCM 6.14 | 351,402 | 39.7% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 24.8% |  |

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| FNM Group

CCM 7.7 Acquisition and ownership of buildings | CCM 7.7 | 7,373 | 0.8% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.8% |  |
PPC 2.1 Collection and transport of hazardous waste | PPC 2.1 | 836 | 0.1% | N/EL | N/EL | N/EL | EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.1% |  |
Turnover of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) | 481,886 | 54.4% | 52.5% | 0.7% | 0.0% | 0.1% | 1.1% | 0.0% |  |  |  |  |  |  |  | 39.4% |  |
A. Turnover of taxonomy- eligible activities (A.1+A.2) | 551,650 | 62.3% | 60.4% | 0.7% | 0.0% | 0.1% | 1.1% | 0.0% |  |  |  |  |  |  |  | 45.6% |  |
B. TAXONOMY NON-ELIGIBLE ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Turnover of Taxonomy non-eligible activities | 333,674 | 37.7% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total (A+B) | 885,325 | 100.0 % |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

| Proportion of Turnover/Total Turnover
| Taxonomy- aligned by objective | Taxonomy- eligible by objective
CCM | 7.9% | 52.5%
CCA | 0,0% | 0.7%
WTR | 0,0% | 0,0%
CE | 0,0% | 1.1%
PPC | 0,0% | 0.1%
BIO | 0,0% | 0,0%

Template - Proportion of CapEx from products and services associated with Taxonomy-aligned
economic activities – disclosure covering year 2024
Template - Proportion of CapEx from products and services associated with Taxonomy-aligned
economic activities – disclosure covering year 2024

| Substantial contribution criteria | DNSH criteria (“Do No Significant Harm”) (h) |  |  |  |
Economic activities (1) | Code (a) (2) | Capex (3) | Proportion of CapEx, year N (4) | Climate change mitigation (5) | Climate change adaptation (6) | Water (7) | Pollution (8) | Circular Economy (9) | Biodiversity (10) | Climate change mitigation (11) | Climate change adaptation (12) | Water (13) | Pollution (14) | Circular Economy (15) | Biodiversity (16) | Minimum Safeguards (17) | Proportion of taxonomy-aligned (A.1.) or taxonomy- eligible (A.2.) CapEx, year N-1 (18) | Enabling activity category (19) | Category transitional activity (20)
Text |  | Currency EUR thousand | % | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes/ No | Yes/ No | Yes/ No | Yes/ No | Yes/ No | Yes/ No | Yes/ No | % | A | T
A. TAXONOMY-ELIGIBLE ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
A.1. Environmentally sustainable activities (taxonomy- aligned) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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| FNM Group

CCM. 4.1 Electricity generation using solar photovoltaic technology | CCM. 4.1 | 71,523 | 37% | Yes | No | N/EL | N/EL | N/EL | N/EL | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 0.0% |  |
CCM 6.1 Passenger interurban rail transport | CCM 6.1 | 21,210 | 11.0% | Yes | No | N/EL | N/EL | N/EL | N/EL | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 17.6% |  | T
CCM 6.2 Freight rail transport | CCM 6.2 | 636 | 0.3% | Yes | No | N/EL | N/EL | N/EL | N/EL | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 0.0% |  | T
CCM 4.12 Hydrogen storage | CCM 4.12 | - | 0.0% | Yes | No | N/EL | N/EL | N/EL | N/EL | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 0.0% | A |
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) | 93,370 | 48.2% | 48.2% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 17.6% |  |
Of which enabling | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 0.0% | A |
Of which transitional | 21,846 | 11.3% | - | - | - | - | - | - | - | - | - | - | - | - | - | 17.6% |  | T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not taxonomy-aligned activities) (g) |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Currency EUR thousand | % | EL; N/ EL (f) | EL; N/ EL (f) | EL; N/ EL (f) | EL; N/ EL (f) | EL; N/ EL (f) | EL; N/ EL (f) |  |  |  |  |  |  |  | % |  |
CE 2.2. Production of alternative water resources for purposes other than human consumption | CE 2.2 | - | 0.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CE 2.3 Collection and transport of non-hazardous and hazardous waste | CE 2.3 | - | 0.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CE 3.1. Construction of new buildings | CE 3.1 | - | 0.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CE 3.2. Renovation of existing buildings | CE 3.2 | 1,138 | 0.6% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 1.1% |  |
CE 3.4 Maintenance of roads and motorways | CE 3.4 | - | 0.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CE 3.5 Use of concrete in civil engineering | CE 3.5 | - | 0.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCA 8.2 Programming, IT consultancy and related activities | CCA 8.2 | 471 | 0.2% | N/EL | EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 3.2 Manufacture of equipment for the production and use of hydrogen | CCM 3.2 | - | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 4.1 Electricity generation using solar photovoltaic technology | CCM 4.1 | - | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 4.8 Electricity generation from bioenergy | CCM 4.8 | 10,460 | 5.4% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 6.1 Passenger interurban rail transport | CCM 6.1 | - | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 6.2 Freight rail transport | CCM 6.2 | 510 | 0.3% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 2.1% |  |
CCM 6.3 Urban and suburban transport, road passenger transport | CCM 6.3 | 7,017 | 3.6% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 15.3% |  |
CCM 6.4 Infrastructure for personal mobility, cycle logistics | CCM 6.4 | - | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 6.14 Infrastructure for rail transport | CCM 6.14 | 10,178 | 5.3% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 7.7 Acquisition and ownership of buildings | CCM 7.7 | 217 | 0.1% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
PPC 2.1 Collection and transport of hazardous waste | PPC 2.1 | - | 0.0% | N/EL | N/EL | N/EL | EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |

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| FNM Group

CapEx of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) | 29,990 | 15.5% | 14.7% | 0.2% | 0.0% | 0.0% | 0.6% | 0.0% |  |  |  |  |  |  |  | 18.5% |  |
A. CapEx of Taxonomy- eligible activities (A.1+A.2) | 123,360 | 63.7% | 62.9% | 0.2% | 0.0% | 0.0% | 0.6% | 0.0% |  |  |  |  |  |  |  | 36.1% |  |
B. TAXONOMY NON-ELIGIBLE ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CapEx of Taxonomy non- eligible activities | 70,192 | 36.3% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total (A+B) | 193,552 | 100.0 % |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

| Proportion of total CapEx/CapEx
| Taxonomy- aligned by objective | Taxonomy- eligible by objective
CCM | 48.2% | 14.7%
CCA | 0,0% | 0.2%
WTR | 0,0% | 0,0%
CE | 0,0% | 0.6%
PPC | 0,0% | 0,0%
BIO | 0,0% | 0,0%

Template - Proportion of OpEx from products and services associated with Taxonomy-aligned
economic activities – disclosure covering year 2024

| Substantial contribution criteria | DNSH criteria (“Do No Significant Harm”) (h) |  |  |  |
Economic activities (1) | Code (a) (2) | Opex (3) | Proportion of OpEx, year N (4) | Climate change mitigation (5) | Climate change adaptation (6) | Water (7) | Pollution (8) | Circular Economy (9) | Biodiversity (10) | Climate change mitigation (11) | Climate change adaptation (12) | Water (13) | Pollution (14) | Circular Economy (15) | Biodiversity (16) | Minimum Safeguards (17) | Proportion of taxonomy-aligned (A.1.) or taxonomy-eligible (A.2.) Opex, year N-1 (18) | Enabling activity category (19) | Category transitional activity (20)
Text |  | Currency EUR thousand | % | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes; No; N/ EL(b) (c) | Yes/ No | Yes/ No | Yes/ No | Yes/ No | Yes/ No | Yes/ No | Yes/ No | % | A | T
A. TAXONOMY-ELIGIBLE ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
A.1. Environmentally sustainable activities (taxonomy- aligned) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CCM. 4.1 Electricity generation using solar photovoltaic technology | CCM. 4.1 | 1,465 | 1.6% | Yes | No | N/EL | N/EL | N/EL | N/EL | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 0.0% |  |
CCM 6.1 Passenger interurban rail transport | CCM 6.1 | 12 | 0.0% | Yes | No | N/EL | N/EL | N/EL | N/EL | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 0.0% |  | T
CCM 6.2 Freight rail transport | CCM 6.2 | 270 | 0.3% | Yes | No | N/EL | N/EL | N/EL | N/EL | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 0.0% |  | T
CCM 4.12 Hydrogen storage | CCM 4.12 | - | 0.0% | Yes | No | N/EL | N/EL | N/EL | N/EL | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 0.0% | A |

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| FNM Group

OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) | 1,747 | 1.9% | 1.9% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | Yes | Yes | Yes | Yes | Yes | Yes | Yes | 0.0% |  |
Of which enabling | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | % | A |
Of which transitional | 282 | 0.3% | 0.3% | - | - | - | - | - | - | - | - | - | - | - | - | % |  | T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not taxonomy-aligned activities) (g) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Currency EUR thousand | % | EL; N/ EL (f) | EL; N/ EL (f) | EL; N/ EL (f) | EL; N/ EL (f) | EL; N/ EL (f) | EL; N/ EL (f) |  |  |  |  |  |  |  | % |  |
CE 2.2. Production of alternative water resources for purposes other than human consumption | CE 2.2 | 19 | 0.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CE 2.3 Collection and transport of non-hazardous and hazardous waste | CE 2.3 | 26 | 0.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.4% |  |
CE 3.1. Construction of new buildings | CE 3.1 | 383 | 0.4% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.5% |  |
CE 3.2. Renovation of existing buildings | CE 3.2 | 29 | 0.0% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 0.1% |  |
CE 3.4 Maintenance of roads and motorways | CE 3.4 | 7,567 | 8.3% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 7.3% |  |
CE 3.5 Use of concrete in civil engineering | CE 3.5 | 2,896 | 3.2% | N/EL | N/EL | N/EL | N/EL | EL | N/EL |  |  |  |  |  |  |  | 6.2% |  |
CCA 8.2 Programming, IT consultancy and related activities | CCA 8.2 | 210 | 0.2% | N/EL | EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 3.2 Manufacture of equipment for the production and use of hydrogen | CCM 3.2 | 2,483 | 2.7% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.9% |  |
CCM 4.1 Electricity generation using solar photovoltaic technology | CCM 4.1 | 8 | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 4.8 Electricity generation from bioenergy | CCM 4.8 | 872 | 1.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 6.1 Passenger interurban rail transport | CCM 6.1 | - | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 6.2 Freight rail transport | CCM 6.2 | 1 | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 6.3 Urban and suburban transport, road passenger transport | CCM 6.3 | 3,242 | 3.6% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 6.8% |  |
CCM 6.4 Infrastructure for personal mobility, cycle logistics | CCM 6.4 | - | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
CCM 6.14 Infrastructure for rail transport | CCM 6.14 | 30,524 | 33.6% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 31.9% |  |
CCM 7.7 Acquisition and ownership of buildings | CCM 7.7 | - | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.0% |  |
PPC 2.1 Collection and transport of hazardous waste | PPC 2.1 | 66 | 0.1% | N/EL | N/EL | N/EL | EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.2% |  |
OpEx of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) | 48,288 | 53.1% | 40.8% | 0.2% | 0.0% | 0.1% | 12.0% | 0.0% |  |  |  |  |  |  |  | 54.3% |  |
A. OpEx of Taxonomy- eligible activities (A.1+A.2) | 50,035 | 55.0% | 42.7% | 0.2% | 0.0% | 0.1% | 12.0% | 0.0% |  |  |  |  |  |  |  | 54.3% |  |
B. TAXONOMY NON-ELIGIBLE ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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| FNM Group

OpEx of Taxonomy non- eligible activities | 40,897 | 45.0% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total (A+B) | 90,931 | 100% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

| Proportion of OpEx/total OpEx
| Taxonomy- aligned by objective | Taxonomy- eligible by objective
CCM | 1.9% | 40.8%
CCA | 0,0% | 0.2%
WTR | 0,0% | 0,0%
CE | 0,0% | 12.0%
PPC | 0,0% | 0.1%
BIO | 0,0% | 0,0%

ANNEX XII (energy sector)
EU Regulation 2022/1214, amending EU Delegated Regulation 2021/2139, introduces methods for
disclosing information relating to economic activities connected to nuclear energy and fossil gas. In the
specific case of the FNM Group, a check was carried out on a par with the other economic activities in
order to certify the alignment or eligibility of these activities.
Template 1- Nuclear and fossil gas-related activities.

Nuclear energy related activities
1. | The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. | NO
2. | The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies. | NO
3. | The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades. | NO
Fossil gas related activities
4. | The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. | NO
5. | The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels. | NO
6. | The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels. | NO

Template 2 - Taxonomy-aligned economic activities (denominator) for Revenues

| Economic activities | CCM + CCA | Climate change mitigation (CCM) | Climate change adaptation (CCA)
Amount (mln i€) | % | Amount (mln i€) | % | Amoun t (mln i€) | %
1. | Amount and proportion of taxonomy-aligned economic activities in section 4.26 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0% | - | 0% | - | 0%
2. | Amount and proportion of taxonomy-aligned economic activities in section 4.27 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0% | - | 0% | - | 0%
3. | Amount and proportion of taxonomy-aligned economic activities in section 4.28 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0% | - | 0% | - | 0%
4. | Amount and proportion of taxonomy-aligned economic activities in section 4.29 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0% | - | 0% | - | 0%

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| FNM Group

5. | Amount and proportion of taxonomy-aligned economic activities in section 4.30 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0% | - | 0% | - | 0%
6. | Amount and proportion of taxonomy-aligned economic activities in section 4.31 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0% | - | 0% | - | 0%
7. | Amount and proportion of other taxonomy-aligned economic activities not included in rows 1 to 6 in the denominator of Revenue | - | 0% | - | 0% | - | 0%
8. | Total applicable revenues | - | 0% | - | 0% | - | 0%

Template 3 - Taxonomy-aligned economic activities (numerator)

| Economic activities | CCM + CCA | Climate change mitigation (CCM) | Climate change adaptation (CCA)
Amount (mln i€) | % | Amount (mln i€) | % | Amoun t (mln i€) | %
1. | Amount and proportion of taxonomy-aligned economic activities in section 4.26 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the numerator of Revenue | - | 0% | - | 0% | - | 0%
2. | Amount and proportion of taxonomy-aligned economic activities in section 4.27 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the numerator of Revenue | - | 0% | - | 0% | - | 0%
3. | Amount and proportion of taxonomy-aligned economic activities in section 4.28 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the numerator of Revenue | - | 0% | - | 0% | - | 0%
4. | Amount and proportion of taxonomy-aligned economic activities in section 4.29 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the numerator of Revenue | - | 0% | - | 0% | - | 0%
5. | Amount and proportion of taxonomy-aligned economic activities in section 4.30 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the numerator of Revenue | - | 0% | - | 0% | - | 0%
6. | Amount and proportion of taxonomy-aligned economic activities in section 4.31 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the numerator of Revenue | - | 0% | - | 0% | - | 0%
7. | Amount and proportion of other taxonomy-aligned economic activities not included in rows 1 to 6 in the numerator of Revenue | - | 0% | - | 0% | - | 0%
8. | Total amount and proportion of taxonomy-aligned economic activities in the numerator of Revenues | - | 0% | - | 0% | - | 0%

Template 4 - Economic activities not taxonomy-eligible but taxonomy-aligned

| Economic activities | CCM + CCA | Climate change mitigation (CCM) | Climate change adaptation (CCA)
Amount (mln i€) | % | Amount (mln i€) | % | Amoun t (mln i€) | %
1. | Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activities in section 4.26 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0% | - | 0% | - | 0%
2. | Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activities in section 4.27 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0% | - | 0% | - | 0%
3. | Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activities in section 4.28 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0% | - | 0% | - | 0%

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| FNM Group

4. | Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activities in section 4.29 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of the applicable KPI | - | 0% | - | 0% | - | 0%
5. | Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activities in section 4.30 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of the applicable KPI | - | 0% | - | 0% | - | 0%
6. | Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activities in section 4.31 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of the applicable KPI | - | 0% | - | 0% | - | 0%
7. | Amount and proportion of other taxonomy-eligible but not taxonomy-aligned economic activities not included in rows 1 to 6 in the denominator of the applicable KPI | - | 0% | - | 0% | - | 0%
8. | Total amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activities in the denominator of the applicable KPI | - | 0% | - | 0% | - | 0%

Template 5 - Taxonomy non-eligible economic activities

| Economic activities | Amount | Percentage
1. | Amount and proportion of the economic activities referred to in line 1 of Template 1 that are not taxonomy-eligible according to section 4.26 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0%
2. | Amount and proportion of the economic activities referred to in line 2 of Template 1 that are not taxonomy-eligible according to section 4.27 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0%
3. | Amount and proportion of the economic activities referred to in line 3 of Template 1 that are not taxonomy-eligible according to section 4.28 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0%
4. | Amount and proportion of the economic activities referred to in line 4 of Template 1 that are not taxonomy-eligible according to section 4.29 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0%
5. | Amount and proportion of the economic activities referred to in line 5 of Template 1 that are not taxonomy-eligible according to section 4.30 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0%
6. | Amount and proportion of the economic activities referred to in line 6 of Template 1 that are not taxonomy-eligible according to section 4.31 of Annexes I and II of Delegated Regulation (EU) 2021/2139 in the denominator of Revenue | - | 0%
7. | Amount and proportion of other taxonomy non-eligible economic activities not included in rows 1 to 6 in the denominator of Revenue | - | 0%
8. | Total amount and proportion of taxonomy non-eligible economic activities in the denominator of Revenues | - | 0%

Financial Report as at 31 December 2024 | page 150

| FNM Group

19 SUSTAINABILITY REPORTING - SOCIAL
INFORMATION
19.1 ESRS S1 - Own workforce
19.1.1 Strategy
SBM-2 - Interests and views of stakeholders
The disclosure of interests and views of stakeholders is described in the ESRS 2 SBM-2 section of this
Document.
SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and
business model
The FNM Group considers the human capital composed of its employees to be a fundamental resource
and recognises that development depends on enhancing, protecting and strengthening the skills of the
workforce. In the Group, employees are organised into managers/executives who represent the top
levels of corporate functions, middle managers who are dedicated to the management and
implementation of activities and operational processes, white-collar workers who perform specialised
operational tasks and blue-collar workers who perform technical and operational tasks related to the
maintenance, management and operation of infrastructures and means of transport. In addition, in
order to support infrastructure projects and technological innovation, self-employed workers are also
integrated into the company's own workforce, demonstrating a balanced management between
internal and external staff, while ensuring the diversification of the company's activities.
The Group recognises the importance of identifying and effectively managing workforce-related
impacts, risks and opportunities, ensuring that people are adequately supported and valued. The
current positive impacts that emerged as relevant from the Double Materiality analysis, reflect the
Group's approach towards promoting personal well-being and achievement as well as enhancing the
skills of its employees, paying close attention to creating an inclusive working environment.
Through continuous dialogue with employees and active listening initiatives, the Group ensures that
the needs and expectations of the workforce are an integral part of corporate decision-making
processes. In this regard, no negative impacts above the materiality threshold were identified. Welfare
initiatives and dedicated programmes, such as employee portals, parenting support, psychological
support, health and prevention, school and career guidance services, and study support paths, aim not
only to meet the current needs of the workforce, but also to anticipate future changes, ensuring full
integration with ESG principles and respect for human rights.
At the same time, the analysis revealed inherent risks typical of the sector related to occupational
health and safety along the managed infrastructure or at the workshops, increased absenteeism and
difficulties in sourcing specialised resources and staff retention. The Group therefore adopts a
structured approach based on monitoring safety performance, specific training initiatives, occupational
health and safety programmes, and preventive actions aimed at reducing risk factors, ensuring a safe
working environment that is attentive to the needs of its own workers and third-party workers. In
addition, for internal staff, the Group has a strong welfare system aimed at creating a stimulating and
welcoming working environment as well as ensuring a good work-life balance.
19.1.2 Management of impacts, risks and opportunities
S1-1 - Policies related to own workforce
Personnel management and protection is ensured through the adoption of a broad and
comprehensive set of policies, procedures and regulations drawn up in compliance with applicable
laws and collective labour agreements, ensuring sound and inclusive human resources governance.
32 Document available for consultation at https://www.fnmgroup.it/sistema_governance/
33 In particular, (i) in implementation of the provisions of Art. 123-bis, paragraph 2, letter d-bis) of the Consolidated Law on
Finance, (ii) in compliance with Principle VII and Recommendation 8 of the Corporate Governance Code, the Company - by
resolution dated 4 March 2024 - confirmed and implemented the diversity criteria set forth in the diversity policy already
confirmed by the Board on 6 March 2023. This Diversity Policy aims to identify the optimal features of the qualitative and
quantitative composition of the Board of Directors so that it can effectively fulfil its duties, taking decisions that can concretely
benefit from the contribution of a range of qualified, diverse points of view, which enables it to examine issues for discussion
from different perspectives. In particular, in implementation of the provisions of Art. 123-bis, paragraph 2, letter d-bis) of the
Consolidated Law on Finance, the Board of Statutory Auditors, in a decision dated 16 February 2024, confirmed the diversity
policy in relation to the composition of FNM's control body (the “Board Diversity Policy”).
34 FNM Autoservizi S.p.A, FERROVIENORD S.p.A., NORD ING S.r.l., Azienda Trasporti Verona S.p.A. and Milano Serravalle - Milano
Tangenziali S.p.A..
35 FNM Autoservizi S.p.A, FERROVIENORD S.p.A., NORD ING S.r.l., Azienda Trasporti Verona S.p.A. and Milano Serravalle - Milano
Tangenziali S.p.A..

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| FNM Group

FNM's commitment to positively contribute to the well-being of employees and promote an inclusive
work environment is enshrined in the FNM Group's Code of Ethics and Conduct (Code of Ethics 32). The
Code enshrines fundamental principles such as respect for dignity, promotion of diversity and
inclusion, and protection of human rights, emphasising the central role of people in business processes
and the organisational climate. The rules of the Code apply to the members of the Board of Directors,
the Board of Statutory Auditors, the Supervisory Body, the person in charge of the statutory audit of
the accounts, the managers and employees of the companies of the FNM Group, as well as to all those
who, permanently or temporarily, establish, for any reason, relations and collaborative relationships or
operate in the interest or on behalf of the Group. It includes general sustainability goals and defines
compliance with applicable regulations and the ability to conduct business with loyalty, integrity,
fairness and transparency, in compliance with laws and international standards. The document is
approved by the Board of Directors and applied to all Group companies. The process of monitoring its
application is ensured by the Supervisory Board, which supervises its implementation and verifies
compliance at all levels.
In addition, in its Code of Ethics, the Group undertakes not to have any relations with persons engaged
in child exploitation or criminal organisations. The Code of Ethics is available to all stakeholders via
publication on the Group's website, ensuring transparency and accessibility to encourage broad
dissemination and adherence. The Group also adheres to the Global Compact and respects its Ten
Principles on human rights, labour standards, environmental protection and anti-corruption.
FNM has adopted a Diversity Policy with regard to the composition of the Board of Directors 33 and the
Board of Statutory Auditors. This policy promotes heterogeneous and qualified governance, fostering a
balanced gender representation and ensuring a decision-making process enriched by diverse
perspectives. For example, the presence of women in management roles is encouraged, reflecting a
modern and inclusive view of business organisation. Human resources management is carried out in
compliance with the principles of transparency, the UNI:PdR 125/2022 standard, current regulations
and the relevant CCNL. It also uses (i) integrated strategies that aim to value and protect diversity, equal
opportunities in the workplace and women's empowerment, ensuring effective action against all forms
of discrimination and abuse, and (ii) additional tools such as specialised training, mobility and
professional development, turnover analysis and other means; to ensure sustainable and responsible
human resources management.
In this regard, the Motorways segment has embarked on an important path to promote diversity and
inclusion, formalising and adopting the Diversity and Gender Equality Policy, with the aim of obtaining
Gender Equality Certification, in accordance with UNI:PdR 125/2022, with a target set by the first half of
2025. A similar path was also taken by NordCom S.p.A., which obtained certification in 2024.
The Group rejects all forms of discrimination, explicitly prohibiting acts based on race, ethnic origin,
colour, gender, sexual orientation, gender identity, disability, age, religion, political opinion, national
ancestry or social background.
The Group 34 adopts a Health and Safety Policy, which defines measures and procedures to ensure high
performance in occupational health and safety, both inside and outside the company, in order to
mitigate the inherent risk of accidents and ensure a safe working environment. In support of this policy,
some companies of the FNM Group 35 have adopted a Worker Health and Safety Management System
certified according to UNI ISO 45001, ensuring constant monitoring and continuous improvement of
safety conditions. The policy translates into an increased focus on risk management, the planning of
mitigation plans, and the continuous implementation of employee awareness-raising and training
activities.
36 Examined and approved by the FNM S.p.A. Board of Directors on 4 March 2024
37 Management by Objectives: a managerial approach based on the definition of specific, measurable objectives to be achieved
within a given period of time
38 Long-Term Incentive: a remuneration component to incentivise and reward managers and other key employees in the long-
term, often linked to the achievement of long-term performance targets
39 With the exclusion of Viridis Energia S.p.A..

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| FNM Group

At the same time, the Group has adopted targeted procedures to ensure the effective application of its
policies, including the implementation of an anonymous reporting system, regulated by the
Whistleblowing Procedure, which allows people to report, including anonymously, facts or conduct,
adequately substantiated, that may cause damage or harm to FNM, Group companies or third parties.
For further details, please refer to section S1-3 Processes to remediate negative impacts and channels
for own workers to raise concerns.
Finally, with the aim of attracting and enhancing the value of specialised personnel and as a listed
company, the Group has adopted a Remuneration Policy 36, which defines the guidelines to be observed
by all corporate bodies when determining the remuneration of members of the Board of Directors, the
General Manager and Key Management Personnel. These include variable remuneration linked to clear
and objectively measurable financial and non-financial performance targets (MBO 37 and LTI 38).
S1-2 - Processes for engaging with own workers and workers' representatives about impacts
The FNM Group adopts a structured and well-defined approach to employee involvement, ensuring
constant dialogue with employees and trade union representatives. This process is developed through
regular meetings, internal surveys and targeted communications, with the aim of improving the quality
of working life and promoting an inclusive and collaborative environment.
The FNM Group encourages discussions with workers' representatives through regular meetings
addressing key issues such as pay, working hours, corporate welfare, work-life balance, safety at work,
productivity bonuses and inclusion. These moments of dialogue take place on a regular basis, ensuring
continuous monitoring of employees' needs.
The FNM parent company also specifically communicates information on contractual institutions,
organisational and management practices that it considers relevant to the corporate community, with a
particular focus on the areas of welfare and people caring. Initiatives include the engagement process
through the internal survey WIN - What I Need. The questionnaire, sent to 2,052 employees, collected
1,240 responses (61% participation rate) and the data were analysed in aggregate and anonymous
form with the aim of gathering the needs and requirements of the corporate community, improving the
quality of working life and expanding the range of corporate welfare initiatives.
Relations and negotiations with FNM Group trade unions are based on principles of transparency,
fairness and compliance with applicable laws, guaranteeing freedom of association to all employees
and applying collective bargaining to the entire workforce.
S1-3 - Processes to remediate negative impacts and channels for own workers to raise concerns
As a matter of prudence, the FNM Group 39 has adopted a series of initiatives aimed at ensuring a
consistent and integrated approach to managing dialogue with its workers, while also ensuring
effective channels for reporting any critical issues and safeguarding fair treatment.
To this end, the Whistleblowing Procedure was formalised and adopted, available on the company
intranet, which governs the Whistleblowing system, aimed at anonymously reporting violations of the
Code of Ethics, discriminatory behaviour or other issues. Reports may concern a wide range of illegal or
irregular conduct, including, by way of example, falsification of documents, administrative and
accounting irregularities, obstructing the control activities of the Supervisory Authorities, acts of
corruption, fraudulent agreements with suppliers or consultants, and dissemination of misleading
information concerning the FNM Group. The reporting channel is communicated through the sending
of the compliance newsletter and is explicitly referred to in Model 231, the Code of Ethics and the Anti-
Bribery Policy. Reports can be submitted through three channels: a dedicated on-line platform (WB
Confidential), by sending a written communication in a sealed envelope marked 'confidential/personal',
or by e-mail addressed to the Supervisory Board of the company concerned.
Reports received are handled in accordance with the specific Procedure, which provides for timely
audits and careful handling of information, in line with internal regulations and guidelines. The WB
Confidential Platform guarantees the highest level of confidentiality and is managed by an independent
40 FNM Autoservizi S.p.A, FERROVIENORD S.p.A., NORD_ING S.r.l., Azienda Trasporti Verona S.p.A., Milano Serravalle - Milano
Tangenziali S.p.A.. Specifically, FERROVIENORD is responsible for the occupational health and safety activities of FNM S.p.A.,
NORD_ING S.r.l., E-VAI S.r.l. and FNMPAY S.p.A..

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external provider. It enables anonymous dialogue to be established between the whilstleblower and
the bodies responsible for handling reports, as well as tracking all the transactions carried out.
In addition, the Code of Ethics protects those who use the reporting channels from retaliation, mobbing,
demotion, dismissal or other actions detrimental to personal and professional rights. The FNM Group
explicitly prohibits any act of retaliation or discrimination against the whistleblower and, in the event of
suspected acts of retaliation, the employee may report the incident to the Internal Audit Department
and to the Supervisory Board, which may initiate disciplinary proceedings. Reports received are
analysed by the Supervisory Board, which operates independently and impartially.
During 2024, the reports received were analysed and handled promptly and transparently in
accordance with the Whistleblowing Procedure. These tools are promoted through the publication of the
aforementioned procedure on the intranet and the corporate website, as well as through the
Compliance Newsletter.
To ensure the effectiveness of the communication channels, the Group regularly monitors the
performance of the system through internal audits, the collection of feedback and analysis of employee
surveys. These results confirm the Group's commitment to promoting a transparent and safe working
environment where concerns can be raised without fear of retaliation. The effective handling of reports
is a key pillar in consolidating internal trust and ensuring the overall well-being of employees.
In addition to the usual reporting channels, the Motorways segment has set up the “Stop Work!
Authority” procedure, which allows workers to stop work immediately in the event of conditions that
endanger their own safety, that of their colleagues, third party personnel or cause potential damage to
persons, structures, vehicles or equipment.
S1-4 – Taking action on material impacts on own workforce, and approaches to mitigating
material risks and pursuing material opportunities related to own workforce, and effectiveness
of those actions
Workforce management is a fundamental pillar for the success and sustainability of the Group's
activities. Every action and initiative taken involving the Group's people considers the challenges of the
sector, with the aim of identifying, mitigating and managing workforce-related impacts and risks.
HEALTH AND SAFETY
The Group companies 40 that perform operational activities and, therefore, are more exposed to any
inherent risks related to workers' health and safety, have adopted a UNI ISO 45001 certified
Management System for Occupational Health and Safety. In line with the requirements of the
Management System, health and safety performance was evaluated through regular meetings, audits,
selection of indicators and, where appropriate, corrective actions were identified and improvement
targets set. These relate in particular to the training of personnel, the acquisition of new machinery,
plant and equipment, as well as improvements to working environments and the reallocation of
resources.
Group companies actively promote health and safety training courses to improve the management
system. The approach adopted goes beyond mere legal compliance, aiming to develop a corporate
culture of safety through annual training courses for all employees. Special emphasis is given to an on-
line course on the OHS MS, enriched by the use of avatars, to encourage safe behaviour in dangerous
situations.
A course on BBS (Behaviour-Based Safety) was developed for the Motorways segment, introducing an
innovative approach to safety and prevention, based on observation and feedback to influence
people's behaviour. The Prevention and Protection Service, the supervisors and the Safety Coordinators
(CSE) participated in the initiative.
Finally, in May the Safety Days for the Railway Infrastructure segment were held in Saronno, events
dedicated to company safety, with the aim of raising awareness among participants on the importance
of effective behaviour and correct procedures. Through a series of interactive and immersive
workshops , participants explored topics such as safety culture, the use of personal protective
equipment, risk perception and responsibility at work. The initiative combined moments of competition

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and collaboration to foster active learning, stimulating awareness and respect for safety rules in
everyday working life.
TRAINING AND DEVELOPMENT
Training and human capital development are promoted by the Group with the dual aim of
strengthening and consolidating technical and professional skills and promoting soft skills. In this
regard, FNM's Human Resources Development unit, in cooperation with external companies,
developed a training catalogue based on the needs expressed by employees. The catalogue is divided
into two main areas:
• Soft skills, such as communication, public speaking, negotiation, time management and goal
orientation.
• Cross-Group training in language and IT skills.
June saw the end of the first phase of the +Agorà project, a cross-Group and cross-functional project,
which aims to improve communication between the various companies and functions, and to
encourage dialogue, integration and sharing, through paths geared towards strengthening soft skills
and relations within the organisation. The project also includes in-depth discussions, 'Talks' and'Special
Guests': the former are talks by internal colleagues, focusing on specific company projects or,
alternatively, on topics related to sustainability, innovation, well-being and sharing. The Special Guests
discussions, on the other hand, are held by outsiders, with the intention of offering new suggestions
and stimulating reflection on one's own mental and behavioural patterns.
For the Mobility and Services segment, the second edition of the in-house academy was launched in
2024, started in 2023, aimed at training around 30 participants in the role of bus drivers, combining
technical skills (acquisition of the D and CQC Persone licenses) and modules on soft skills.
FNM Academy is the Corporate Academy of the FNM Group, set up in 2024 to enhance and disseminate
corporate skills both within the organisation and externally. It functions as an open campus, fostering
the professional development of employees (new recruits, managers, technicians), offering refresher
courses for stakeholders, institutions and professional communities.
The Academy aims to:
• Consolidate and disseminate corporate know-how.
• Promote employer branding and make the FNM Group an attractive working environment.
• Strengthen the link with the academic and professional world through strategic collaborations.
• Offer upskilling and reskilling pathways to meet the challenges of change.
In 2024, FNM Academy entered into agreements with the Association of Architects and the Association
of Engineers, holding three successful training events. For 2025, a new training programme with a
structured and innovation-oriented offering is being developed.
The FNM Group is increasingly focusing on collaboration with local technical institutes with a view to
employer branding and talent attraction, with the goal of attracting specialised resources and retaining
key personnel.
In 2024, a number of technical and vocational schools were contacted with the aim of promoting
initiatives to arouse students' interest in the mobility sector, within which the FNM Group represents
one of the main points of reference.
Collaboration was also initiated with the Milan Polytechnic and the Elis Consortium, as part of the
Distretto Italia and Includere per Crescere projects. The first one aims to address the problem of
“NEETs” and the skills mismatch (failure to match supply and demand). As part of this project, a number
of internal colleagues, called “Trade Teachers”, were trained to liaise with the students of the proposed
schools through a “Live Talk” (company presentation in the school) and an “Experience Lab” (experiential
workshops) in the company. The “Includere per Crescere” project, on the other hand, aims to
strengthen the culture of inclusion through the integration into the company of people with previous
professional experience who, due to a need or vulnerability, are currently excluded from employment.
In order to promote a change of mindset in the corporate culture, as part of the project Elis organised a
training course aimed at HR colleagues on the culture of inclusion, with a special focus on the
management of selection activities.
41 Exceptions are Azienda Trasporti Verona S.p.A., Milano Serravalle - Milano Tangenziali S.p.A. and Viridis Energia S.p.A., which
apply different welfare policies.
42 The FNM+ project applies to all Group companies with the exception of Milano Serravalle - Milano Tangenziali S.p.A., Malpensa
Intermodale S.r.l. and Viridis Energia S.p.A..

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In addition, the Motorways sector initiated partnerships with universities and activities to promote the
company through various channels, with the aim of consolidating its attractiveness as an employer. A
significant example is the “Design Thinking” project, realised in cooperation with the Milano-Bicocca
University, a two-year course dedicated to professional development and focused on Employability
(degree of employability within the labour market).
DIVERSITY AND INCLUSION
The Group continues to strengthen its commitment to valuing diversity and inclusion, promoting
concrete initiatives and adopting dedicated tools. With this in mind, the company NordCom S.p.A. has
obtained the UNI:PdR 125/2022 Gender Equality Certification in 2023, while the Motorways sector has
started a structured path towards obtaining the same certification by the first half of 2025. In support
of this objective, the Diversity and Gender Equality Policy has been formalised and adopted, ensuring that
human resources are managed in accordance with the principles of transparency, equal opportunities
and protection of diversity (for further information, please refer to section S1-1 - Policies related to own
workforce).
All these actions are part of the broader objective set out in the Strategic Plan 2024-2029, aimed at
adopting a Diversity, Equality and Inclusion policy, inspired by and consistent with the European CER
ETF 'Women in Rail'agreement.
EMPLOYEE WELL-BEING
The FNM Group is committed to promoting the well-being of its employees and a work-life balance
through the implementation of a wide range of welfare-related initiatives 41 to prevent any problems
related to staff absenteeism.
To support the well-being of its employees, FNM+ 42 was created, a digital space that represents the
evolution of the corporate welfare programme, integrating all initiatives and services aimed at
improving people's quality of life, both in the personal and professional sphere. Accessible directly from
the intranet, FNM+ offers a single point of reference to promote extended well-being from 5 key
perspectives:
• + Balance: to support work-life balance;
• + Growth: to foster personal and professional development;
• + Care: to ensure care for health and physical and mental well-being;
• + Involvement: to promote positive relationships and interactions;
• + Resources: to offer useful tools and supports in everyday life.
In order to create a corporate culture model geared towards actively listening to the issues, concerns
and challenges that people have within the organisation, effective support from the leadership is
essential: raising managers’ awareness, with appropriate training and coaching, to have an open
attitude towards the different messages that are sent, is essential so that an atmosphere of
understanding and sharing can be created within the company. This is the spirit behind the new project
“The value of listening: People management & people caring”, launched on 9 January 2024 with the aim of
listening to the voices of employees and building relationships of trust at all levels.
To support parenthood, the parent company FNM S.p.A guarantees full pay for the five months of
compulsory leave and for pregnancies at risk, and promotes equal opportunities and professional
development through the “people caring” model.
In order to guarantee greater protection in the event of non-self-sufficiency, Cassa Integrativa di Mutuo
Soccorso FNM continues to provide insurance cover through the Long-Term Care policy; the Care
Manager service is also active to guarantee support to employees with a need for care and guide them
in choosing the most effective assistance. In addition, membership of the FNM Pension Fund has been
extended to dependants, with the addition of new investment lines.
It is important to emphasise that, in April 2024, an agreement was signed that provides for the
redefinition of the governance of the FNM Group's Welfare and Corporate Bodies, through various
43 FNM S.p.A., FERROVIENORD S.p.A., FNM Autoservizi S.p.A., NORD_ING S.r.l., E-Vai S.r.l., NordCom S.p.A. and Milano Serravalle -
Milano Tangenziali S.p.A..

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| FNM Group

initiatives that define a new structure, maintaining the central role of people and the desire to respond,
in a precise and well-structured manner, to changing welfare needs and requirements. The newly
established corporate body ALMA - The FNM welfare for people is incorporated in this context, which
ensures that all employees benefit from corporate welfare benefits, such as marriage and birth grants,
scholarships, reimbursements, study bonuses, education, learning and career advice services, tax
assistance and much more.
To promote greater flexibility and ensure a better work-life balance, the Group has made smart
working a structural working method for many of its companies 43. This approach makes it possible to
optimise the organisation of activities, guaranteeing operational continuity and efficiency, thanks also
to the support of digital technologies. Remote working integrates with the management of company
space, fostering more agile and functional operating models.
Consistent with what has been promoted at Group level, the Motorways sector has developed its own
Welfare Plan for its employees, including the Organisational Well-being Balance Project, a three-year
programme providing micro-counselling and psychological support courses for all employees. The
initiative aims to promote corporate well-being, strengthening individual and collective well-being within
the organisation.
SUSTAINABLE MOBILITY AMONG EMPLOYEES
In accordance with applicable regulations, the FNM Group appoints a Mobility Manager and draws up
“Home-Work Travel Plans” (PSCL plans) for the Milan Cadorna and Assago sites.
The drafting of PSCL plans is aimed at reducing private vehicle traffic and identifying measures to
encourage company staff to use sustainable forms of mobility as an alternative to the individual use of
private motor vehicles, when travelling to and from work. To draft them, the Mobility Manager provided
an ad hoc questionnaire for the employees in the locations concerned to investigate not only travel
patterns, but also the needs of their colleagues. In addition, the analyses delved into the structural
conditions of the company and the characteristics of the reference location, and the Manager also
conducted an accessibility analysis.
The Home-Work Travel Plans, communicated to employees via the corporate intranet, identifies a list of
actions for the implementation of which the Group is committed to:
• Reducing the need for travel
• Reducing complementary needs (those trips that are 'ancillary' to the main home-work trip,
typically: taking the children to school, going to the supermarket, going to the gym after the office,
etc.)
• Enhancing the quality of collective transport
• Increasing the attractiveness of collective transport
• Improving infrastructure for walking and/or cycling
• Making cycling more attractive
• Promoting car sharing
• Reducing car use for work-related travel
• Planning parking spaces and parking pricing
• Increasing the energy efficiency of means of transport
PRIVACY
The Boards of Directors of the companies delegated the Chair or another member of the Board of
Directors the power to oversee the privacy obligations as per Regulation (EU) 2016/679 (GDPR) and
Legislative Decree no. 196/2003.
The FNM Group safeguards the protection of personal data, including the data of its workforce, by
ensuring compliance with privacy regulations (GDPR, Legislative Decree no. 196 of 2003 and measures
of the European and national Data Protection Authorities). In particular, workforce data are processed
by authorised personnel of the parent company FNM and, with reference to data processing using IT

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tools, by the ISO 27001-certified company NordCom S.p.A., appointed as Data Processor pursuant to
art. 28 of the GDPR. In 2023, FNM adopted a Personal Data Management Regulation (Privacy), the
related Privacy Personal Data Management Procedure, in implementation of Regulation (EU) 2016/679
(GDPR), Legislative Decree 196 of 2003 as amended, and the relevant provisions of the European
Supervisory Authorities, documents which outline the methods through which FNM complies with the
requirements deriving from the privacy legislation, including the management of Data Breaches and the
related impacts.
Furthermore, FNM's Compliance Function provides privacy advisory services to the Group and its
subsidiaries, sending out a quarterly Compliance newsletter that includes legislative updates and
relevant court rulings. E-learning training on privacy is mandatory for all employees. The Privacy Officer
performs continuous updating through thematic courses, the Data Protection Authority website and
subscriptions to relevant newsletters. A specific reporting channel has been set up via the
privacy@fnmgroup.it channel, as set forth in art. 13 of the GDPR.
Most of the Group companies have appointed their own external Data Protection Officer (DPO),
assigning the relevant engagement to an expert privacy lawyer.
All actions, even in the absence of specifically allocated capital expenditures or operating costs, are
nevertheless part of the recurring operating expenses of Group companies.
19.1.3 Metrics and Targets
S1-5 - Targets related to managing material negative impacts, advancing positive impacts, and
managing material risks and opportunities
Although the Group has not formalised specific objectives related to impacts and risks in relation to its
workforce, it monitors the effectiveness of its initiatives through internal analysis and reporting tools.
The focus is on human capital management and development, with initiatives aimed at enhancing the
skills, attraction and retention of staff. To this end, monitoring tools, including internal surveys, are used
to assess the progress of initiatives and identify possible areas for improvement.
The actions identified include the adoption of a Diversity, Equality & Inclusion policy , inspired by and
in line with the European CER - ETF ”Women in Rail” agreement. The drafting of the policy will be
developed with the involvement of the Strategy and Development, Human Resources and Welfare and
CSR - Sustainability functions, ensuring an integrated and multidisciplinary approach. In addition, other
key Group functions, including Internal Audit, Risk and Compliance, as well as CSR - Sustainability, are
also involved to ensure a comprehensive and coordinated view.
S1-6 - Characteristics of the undertaking’s employees
As of 31 December 2024, the total number of employees of the FNM Group is 2,874, all of whom are
employed in Italy. In terms of gender distribution, the workforce consists of 619 women and 2,255 men.
From a contractual point of view, almost all employees (2,836) are on permanent contracts, while 38
staff are on fixed-term contracts. There are no workers with variable-hour contracts. In terms of
employment, the vast majority of employees (2,675) work full-time, while 199 are employed on part-
time contracts. These numbers reflect the Group's balanced personnel management process, which
takes into account organisational needs and market dynamics.
Information on personnel costs can be found in Note 39 to the Consolidated Financial Statements.
In 2024, a total of 159 employees left the Group. The turnover rate for 2024 was 6%, consistent with the
intention of maintaining a stable workforce and with resource planning geared towards ensure
business continuity.

S1, S1-6, 50a Gender | 2024
Woman | 0
Man | 0
Other | 0

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| FNM Group

Not communicated | 0
Total | 2,874

S1, S1-6, 50a Country | 2024
Italy | 0

S1, S1-6, 50b, 50bi, 50bii, 50biii, 52 Characteristics of the undertaking's employees - information on employees by type of contract and gender | Woman | Man | Other | Not communicat ed | Total
2024 | 2024 | 2024 | 2024 | 2024
Total number of employees | 0 | 0 | 0 | 0 | 2,874
Number of employees on permanent contracts | 0 | 0 | 0 | 0 | 2,836
Number of fixed-term employees | 0 | 0 | 0 | 0 | 38
Number of variable-hour employees | 0 | 0 | 0 | 0 | 0
Number of full-time employees | 0 | 0 | 0 | 0 | 2,675
Number of part-time employees | 0 | 0 | 0 | 0 | 199

S1, S1-6, 51, 52 Characteristics of the undertaking's employees - information on employees by type of contract and region | Italy | Country 2 | Total
2024 | 2024 | 2024
Total number of employees | 0 | 0 | 2,874
Number of employees on permanent contracts | 0 | 0 | 2,836
Number of fixed-term employees | 0 | 0 | 38
Number of variable-hour employees | 0 | 0 | 0
Number of full-time employees | 0 | 0 | 2,675
Number of part-time employees | 0 | 0 | 199

S1-8 - Collective bargaining coverage and social dialogue
In Italy, 100% of employees are covered by collective bargaining by virtue of current regulations. The
collective agreements applied vary according to the type of business, ensuring specific regulation
consistent with the characteristics and needs of each business sector.

S1, S1-8, RA70 Coverage rate | 2024
Collective bargaining coverage | Social Dialogue
Employees - EEA (for countries with > 50 employees representing > 10 % of total employees) | Workplace Representation (EEA only) (for countries with > 50 employees representing > 10 % of total employees)
0-19% |  |
20-39% |  |
40-59% |  | x
60-79% |  |
80-100% | x |

S1-9 - Diversity metrics
In 2024, the FNM Group had a total of 2,874 employees, divided into different age groups. There are
231 employees under the age of 30, accounting for about 8% of the total, highlighting the Group's
commitment to integrating young talent to foster generational change and meet future challenges. The
30-50 age group has 1,390 employees, 48% of the total, reflecting a well-established and actively
operating workforce. Finally, employees over 50 years of age number 1,253, corresponding to 44%,
underlining the value of experience and business continuity, fundamental elements to guarantee
stability and competence.
The FNM Group is committed to ensuring diverse representation in top management roles, promoting
policies that foster equity and inclusion. In 2024, the total number of managers was 61, of whom 10
were women (16%) and 51 were men (84%). There are no executives of other genders or not disclosed.

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| FNM Group

These figures highlight the FNM Group's ongoing work in ensuring greater gender equality and diversity
in senior decision-making levels, a key element in creating an inclusive and innovative environment.

S1, S1-9 Number of employees | 2024
Over 30 | 0
Percentage of employees under 30 | 8%
Between 30 and 50 | 0
Percentage of employees aged between 30 and 50 | 48%
Over 50 | 0
Percentage of employees over 50 | 44%

S1, S1-9 Number of employees at top management level (*) | 2024
Women | 0
% of total at top management level | 16%
Men | 0
% of total at top management level | 84%
Other gender | 0
% of total at top management level | —%
Not communicated | 0
% of total at top management level | —%
Total | 0

(*) The category includes Directors and Managers.
S1-10 - Adequate wages
The FNM Group ensures that all its employees receive adequate remuneration, in line with the
regulatory references indicated in national and company second-level collective agreements. The
Group's remuneration system is designed to ensure fair and competitive salaries, capable of sustaining
a decent standard of living and always above the applicable legal or contractual minimums.
S1-12 - Persons with disabilities
In 2024, there were 83 people with disabilities in the FNM Group, equal to 3% of the workforce,
including both those falling under Article 1 and the protected categories under Article 18 of Law 68/99.
S1-14 - Health and safety metrics
In 2024, the FNM Group confirmed its commitment to occupational health and safety, paying particular
attention to accident prevention and the well-being of the workforce. A total of 78 injuries were
recorded among employees and no injuries among non-employees, with an injury rate for the own
workforce of 16.39. As far as the most serious events are concerned, there were no reported fatalities
among employees and non-employees due to occupational accidents or illnesses. However, there were
two fatalities and two injuries among workers in the value chain. Finally, the total number of days lost
due to accidents, occupational diseases and fatalities was 2.123 days for employees, highlighting the
FNM Group's focus on safety management and reducing the impact of accidents at work.

S1, S1-14, 88 | Employees | Non-employees
2024 | 2024
Percentage of persons in own workforce covered by the company's health and safety management system according to legal requirements and/or recognised standards or guidelines | 100% | —%
Number of deaths in own workforce due to work- related injuries and recordable illnesses | 0 | 0
Number of deaths in own workforce due to work- related injuries | 0 | 0
Number of deaths in own workforce as a result of cases of recordable work-related illnesses | 0 | 0
Number of deaths due to work-related injuries of value chain workers at company sites | 0 | 0

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| FNM Group

Number of deaths from recordable work-related illnesses of value chain workers at company sites | 0 | 0
Number of work-related injuries in own workforce | 0 | 0
Rate of work-related injuries in own workforce | 0.00 | 0
Number of cases of recordable work-related illnesses in own workforce | 0 | 0
Number of days lost due to work-related injuries and deaths due to work-related injuries, cases of work-related illnesses and deaths due to work- related illnesses | 0 | 0

S1-16 - Remuneration metrics (pay gap and total remuneration)
In 2024, the total remuneration ratio was calculated by dividing the total annual remuneration of the
highest paid employee by the median remuneration of the Group's employees. To determine the latter,
all legal entities provided a complete dataset , including both gross salary and variable compensation.
The ratio was 17. The calculation methodology took into account the social security taxable income, i.e.
the income on which the calculation of social security contributions is based, of the entire in-house
workforce as at 31.12.2024.
The Gender Pay Ratio, an indicator measuring the ratio between the average remuneration of women
and men (including the variable part), is calculated for each professional category and for the overall
population. To ensure a uniform comparison, the hourly wage is obtained by dividing the annual wages
of men and women by the average annual hours worked. This method ensures transparency and
consistency in gender pay analysis. In 2024, the Group's Gender Pay Gap was 11.6%. The figure is the
result of a weighted average and it should be noted that some Group companies have a strong male
presence within the 'blue collar' category, which covers more managerial roles and responsibilities
which receive higher remuneration.
The Group recognises that a number of objective factors can influence the gender pay gap, including
the level of role held, length of service, age group and working hours, including shifts and related
allowances. Attention to these aspects allows the FNM Group to monitor and intervene to promote
greater pay equity.
S1-17 - Incidents, complaints and severe human rights impacts
During the course of 2024, none of the following were recorded:
• Incidents of discrimination (including harassment).
• Complaints submitted through the channels provided for the company's own workers to raise
concerns.
• Complaints submitted to National Contact Points for OECD Multinational Enterprises.
• Fines, penalties or damages resulting from human rights incidents and complaints.
• Severe human rights problems or incidents related to the company's workforce.
• Cases of non-compliance with the UN Guiding Principles and the OECD Guidelines by the company
in relation to its workforce.
• Severe human rights incidents in which the company helped to remedy.
19.2 ESRS S2 - Workers in the value chain
19.2.1 Strategy
SBM-2 - Interests and views of stakeholders
The disclosure of interests and views of stakeholders is described in the ESRS 2 SBM-2 section of this
Document.
SBM-3 Material impacts, risks and opportunities and their interaction with strategy and
business model
44 FERROVIENORD S.p.A. and Milano Serravalle - Milano Tangenziali S.p.A..

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As part of the Double Materiality process, an in-depth analysis of the value chain, both upstream and
downstream, was carried out to identify the sectors and operational areas most exposed to ESG
impacts, risks and opportunities. This mapping made it possible to systematically examine the Group's
entire ecosystem, including suppliers, partners and internal processes, in order to assess the impacts,
risks and opportunities related to the supply chain and, in particular, to the most vulnerable categories
of workers. The analysis showed that the segments most involved are Infrastructure for Mobility and
Energy, which implement contracting activities for construction and maintenance works for road and
railway infrastructure and plant installation.
In particular, in 2024, a total of 76 construction sites, involving 607 contractors and subcontractors, are
active in Italy. For more details on the FNM Group's value chain, please refer to section SBM-1- Strategy,
business model and value chain).
For both segments, the issues of safe working conditions, protection of human rights and responsible
supply chain management are of particular importance in view of the frequent use of outsourced
personnel. In this regard, the Group recognises the importance of effectively identifying and managing
the impacts, risks and opportunities associated with the value chain , adopting a structured approach
to managing relations with suppliers, characterised by careful due diligence , the use of an e-procurement
platform to ensure transparency and traceability, and the organisation of periodic coordination and
cooperation meetings. For the Energy segment, which for intrinsic and sectorial reasons does not use
the e-procurement platform, the result is also achieved through private tendering processes in which
the main players in the renewable energy market are invited to participate.
The materiality analysis carried out did not reveal any major impacts, but there were inherent risks
relating to the safety and rights of workers in the value chain. In particular, on the one hand, there are
inherent risks related to accidents that could occur during the more operational activities, typical of the
sectors in question, such as plant construction and site work, and, on the other hand, the possibility of
the emergence of issues related to the protection of workers' fundamental rights in the supply chain.
Although the Mobility Infrastructure and Energy segments are by nature exposed to the inherent
risks mentioned above, they operate within a specific regulatory framework, thus having to comply first
and foremost with high safety standards and constant controls, in line with Italian regulations (inter alia
Legislative Decree 81/08). Moreover, for the further benefit of all, the FNM Group implements
prevention, monitoring and training measures to ensure safe working environments that comply with
regulatory standards, and internal procedures and regulations set objectives and constraints that are
equal to or more stringent than those required by the standards as detailed below.
Almost all of the FNM Group's suppliers operate in Italy, thus falling within a regulatory framework that
guarantees high standards of safety and protection of workers' rights.
19.2.2 Management of impacts, risks and opportunities
S2-1 - Policies related to value chain workers
The FNM Group's approach to responsible management of the value chain is not based on a single
specific policy, but on a set of internal documents that coherently and organically regulate risks related
to safety, labour protection and sustainability along the entire supply chain.
Principles and guidelines for responsible value chain management are included in the FNM Code of
Ethics and Conduct and the FNM Sustainable Procurement Guidelines and adopted by all Group
companies. It is therefore recognised that it is important to mitigate the inherent risks associated with
operational activities by expressing a commitment to respect and promote human rights throughout
the value chain. In addition, for some of the Group's client companies 44, relations and obligations with
contractors are regulated by the Tender Code and defined in specific internal documents, including the
Contract and General Tender Specifications, validated by the Parent Company's Legal Department.
Internal regulations allow for a robust and consistent management of risks related to worker safety and
compliance with contractual conditions along the entire value chain. In particular, the Code of Ethics
and Conduct applies to the workers in the value chain of all the subsidiaries and to all those who,
permanently or temporarily, establish, for any reason, relationships and collaborations or work in the
interest or on behalf of the Group. The Managing Director is responsible for its implementation,
ensuring its effective application and dissemination. In order to mitigate the inherent risk relating to
the failure to protect workers' rights in the supply chain, the Code of Ethics stipulates that business
relations must only be maintained with suppliers that offer the highest guarantees in terms of fairness

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and ethicality (for further information on managing relations with suppliers, see section G1-2
Management of relationships with suppliers). The Group undertakes not to have any relations with
persons engaged in child exploitation or criminal organisations. Furthermore, the Group adheres to the
Global Compact and respects its Ten Principles, relating to human rights, labour standards,
environmental protection and anti-corruption. The addressees of the Code are required to operate in
compliance with current legislation and internal procedures. The Code also underlines the FNM
Group's commitment to guaranteeing a working environment free from any form of discrimination or
abuse, establishing working relations based on fairness, equality, non-discrimination, attention and
respect for the dignity of the individual.
The General Tender Specifications for Work Contracts set out how contracts managed by the
Infrastructure for Mobility segment are to be carried out, including detailed requirements for the
management of inherent safety, environmental and labour risks. For the employment of the labour
necessary for the execution of the contracts, the contractors are obliged to guarantee their employees
and, in the case of cooperatives, their members receive the economic and regulatory entitlements
provided for by the national and territorial collective agreements in force for the sector and the area in
question, as well as by the laws and regulations on protection, safety, health, insurance, contributions
and assistance. These obligations remain valid even if the contractor is not a member of the contracting
associations or withdraws from them. In the case of authorised subcontracting, the contractor is
obliged to ensure compliance with the same economic and regulatory conditions as defined by national
and territorial collective agreements and is responsible with direct and indirect subcontractors for
compliance by the latter with the rules and rights laid down for workers employed in the subcontracted
services. The contractor undertakes to include in its contracts with its sub-contractors, and to ensure
that the latter include in their sub-contracts, specific clauses by means of which the direct and indirect
sub-contractors declare that they have read and are familiar with the Model 231, the Code of Ethics and
Conduct and the Anti-corruption Policy of the FNM Group, available on the websites of the companies
of the Group and that they undertake to comply with the rules contained therein, even if the same are
not attached to the relevant direct and indirect sub-contracts.
For the awarding of concession contracts and contracts for works and services other than those of an
intellectual nature, with particular regard to those relating to labour-intensive contracts, such as the
Cleaning Contract, specific social clauses are to be included to promote the employment stability of the
staff employed, providing for the application of the national and territorial collective agreements for
the sector in order to combat irregular working arrangements.
For the Energy segment, the principles and guidelines for responsible management of the value chain
are included in the Code of Ethics (including its annexes and protocols) and in the Supplier Procedure of
Viridis Energia S.p.A. , which have been adopted by all Viridis Group companies. Also in this case, the
importance of mitigating inherent risks associated with operational activities is recognised by
expressing a commitment to respect and promote human rights throughout the value chain. Relations
and obligations with contractors are defined in contract templates validated by the Legal Department of
Viridis Energia S.p.A., which are updated periodically in accordance with regulatory changes and best
practices. The contracts set out how tenders managed by the Energy segment are to be executed,
including detailed requirements for the management of safety, environmental and labour risks.
Finally, occupational health and safety protection of those working on construction sites is a priority
issue for the Mobility Infrastructure and Energy segments, including workers employed by suppliers
and subcontractors along the value chain. To this end, specific operating procedures are adopted to
ensure compliance with safety standards. Activities are planned taking into account the areas to be
covered, expected traffic flows and expected weather conditions, contributing to more effective safety
management. In addition, the monitoring of compliance with occupational safety regulations is
integrated into the contract management processes, through periodic checks on construction sites and
audits on contractors, with the aim of reducing the risk of accidents and ensuring safe working
conditions for all operators involved.
S2-3 - Processes to remediate negative impacts and channels for value chain workers to raise
concerns
The FNM Group adopts specific company and information procedures to ensure that workers are
informed of their rights and how to use the available communication channels. In particular, a
reporting channel accessible to all persons contractually bound to the FNM Group, including
employees, suppliers and connected persons, is implemented. This channel allows employees to report

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alleged violations of the Code of Ethics and Conduct, of human rights, and of health and safety
regulations (for more information, please refer to the Group Whistleblowing Procedure in section S1-3
Processes to remediate negative impacts and channels for value chain workers to raise concerns). The
Code protects users of the reporting channels from retaliation, mobbing, demotion, dismissal or other
actions detrimental to personal and professional rights. All procedures and work instructions are
available to all workers on the company intranet. The procedures of the individual Group companies
are instead annexed to the contractual documents.
In addition, for the Motorways sector, a series of procedures and work instructions are provided such
as the Stop Work! Authority (for further information, please refer to section S1-3 - Processes to
remediate negative impacts and channels for own workers to raise concerns). An additional tool made
available to the company's own workers and those in the value chain is the application used for
reporting non-conformities and near misses, which can be consulted on the company intranet portal.
Reports can be made through an internal contact person.
S2-4 Taking action on material impacts on value chain workers, and approaches to managing
material risks and pursuing material opportunities related to value chain workers, and
effectiveness of those actions
In view of the inherent risks identified along the value chain related to accidents related to plant
construction and construction sites, the FNM Group adopts a rigorous and systematic approach to
ensure the safety and protection of workers, with particular attention to contracting and subcontracting
activities. In this regard, refer to paragraph S2-1 - Policies related to value chain workers, which
specifies that the FNM Group's approach to responsible management of the value chain is based on a
set of internal documents that coherently and organically regulate the risks related to safety, labour
protection and sustainability along the entire supply chain and that, in order to mitigate the potential
risk related to the lack of protection of workers' rights in the supply chain, business relations must be
maintained exclusively with suppliers that guarantee the highest standards of fairness and ethics.
In this context, the Mobility Infrastructure segment has obtained ISO 45001 certification, which
provides for internal procedures to implement, maintain and continuously improve processes
dedicated to managing incidents and non-conformities. These procedures include hazard identification,
risk assessment, event reporting, cause investigation and definition of corrective and preventive actions.
Furthermore, the involvement of stakeholders and the communication of relevant information is
ensured in order to monitor the effectiveness of the measures taken and to ensure a safer working
environment.
The Energy segment adopts internal procedures for managing the safety of value chain workers, aimed
at preventing, mitigating and managing negative impacts. In the event of incidents, internal
investigations are initiated to analyse the causes, assess any criticalities and define corrective actions.
Information is shared with internal supervisory bodies and stakeholders through a clear and
continuous communication flow.
Updates of company procedures are planned to strengthen security management, in particular to
define more clearly the obligations related to operational activities. Companies monitor the
effectiveness of the measures taken through the involvement of the relevant functions and the periodic
review of internal practices, ensuring continuous improvement of the safety management system.
The implemented actions, which consolidate a structured process that recurs cyclically over time, are
divided into four macro-areas:
HEALTH AND SAFETY
For the Mobility Infrastructures segment, in relation to the nature of the contracts and the
environmental conditions in which the works are carried out, specific standards, safety procedures and
all the provisions issued by the FNM Group companies, which operate under the Tenders Code, are to
be applied. Before the start of each activity, the client company provides a Safety and Coordination Plan
(SSC), supplemented by the work file, while the contractors are required to submit a complementary
Operational Safety Plan (OSP), which includes any autonomous proposals for the organisation of the
site and the execution of the work. The Customer reserves the right, during the entire course of the
works, to carry out, through the Safety Coordinator during Execution (CSE), all the checks deemed
necessary to ensure strict compliance with the prescriptions by the Contractor. In the event of non-
compliance, corrective actions with defined time-frames are required and the effectiveness of the
actions is constantly monitored. In order to ensure compliance with safety and quality standards,

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periodic audits are also conducted on contractors through specific audits, which include the evaluation
of their company organisation and Quality Plans, with particular attention to safety and quality
indicators. Continuous monitoring ensures the effectiveness of the measures taken and allows any
critical points to be identified at an early stage. The contractors' health and safety management system
is subject to annual audits. Contractors are also subject to an annual review system, which includes
continuous improvement targets and analysis of accident and incident data. At the end of each audit,
targets for continuous improvement are defined to address any critical issues detected. In line with the
applicable regulations, high standards of transparency and accountability are applied in the
management of accidents, more or less serious, involving contractors, by means of effective monitoring
systems and communication tools.
The Motorways sector sets annual improvement objectives in terms of passive safety at company sites
and training, defining them in a document that is approved at periodic meetings with the Workers'
Safety Representatives (RLS) and then forwarded to the value chain workers concerned for
implementation. During the course of the year, the attainment of these objectives is continuously
monitored, with corrective action being taken in the event of deviations from the expected standards.
For the Energy segment, although not operating under the Tender Code, the contracts provide in a
broad sense for strict adherence to the provisions of Legislative Decree no. 81/2008. In particular,
Customers are required to appoint a professional to draw up and sign the plant project as Works
Supervisor for the Design Phase. During the design phase, they are responsible for all the obligations
and responsibilities imposed on the Customer by the applicable laws on health and safety in the
workplace. The Customer entrusts the Works Manager with the role of Works Supervisor for the
Execution Phase. The persons entrusted with the functions and responsibilities relating to the safety
and health of workers receive an explicit written delegation of authority from the Customer in
accordance with the provisions of Legislative Decree no. 81/2008.
The contractor is obliged to carry out the works and activities set forth in the SGP. To this end, the
contractor shall carry out a careful assessment of risks to safety and health at work before the
commencement of work, and shall draw up, sign and send the Safety and Coordination Plan (SCP) to
the Customer, the Works Manager and the Safety Coordinators. The Customer, through the Works
Supervisors, may at any time verify compliance with the health and safety conditions defined in the
aforementioned SCP.
In line with the provisions of Legislative Decree no. 81/2008 and on the basis of the information
provided to them by the contractor, the Customer has the task of commissioning a professional to
draw up the SGP by the commencement of work. It is also stipulated that the contractor shall
undertake: (i) to inform the Works Supervisor for the Execution Phase of the occurrence of risks arising
from interference, in addition to those covered by the SCP, which must, in this case, be duly updated;
(ii) to cooperate promptly and actively with the Works Supervisor for the Execution Phase in the
updating procedure of the SCP and to provide all the information that will be requested from time to
time; (iii) to cooperate with the customer so that the DUVRI (Risk Assessment Document) template is
properly prepared by the date of commencement of works; (iv) to apply and comply with Legislative
Decree no. 81/2008 and any other provisions for the protection of the staff employed at the
construction site, including all accident prevention measures necessary to protect their safety and
physical integrity, as provided for by applicable law, experience and the best technology; (v) take all
precautions to ensure the safety of employees, auxiliaries and third parties, as well as to prevent any
damage to property belonging to third parties.
TRAINING
The FNM Group recognises that the proper implementation of measures to mitigate inherent risks, to
which value chain workers are exposed, requires not only adequate tools and procedures, but also
awareness of critical issues on the part of the workers themselves. This change, although supported by
a continuous training process, needs adequate time to take root effectively. In order to foster this
development, training courses are regularly planned and delivered to all value chain workers. These
courses aim to strengthen awareness of security issues and support a gradual change of mindset
required for responsible risk management.
All actions, even in the absence of specifically allocated capital expenditures or operating costs, are
nevertheless part of the recurring operating expenses of Group companies.

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19.2.3 Metrics and Targets
S2-5 - Targets related to managing material negative impacts, advancing positive impacts, and
managing material risks and opportunities
To date, the Group has not formalised specific objectives related to the health and safety of value chain
workers. However, respect for the human rights of value chain workers is part of the monitoring of
broader objectives related to the ESG assessment of suppliers and their involvement in the corporate
ecosystem. As envisaged in the Strategic Plan 2024-2029, the Group aims to implement monitoring
tools and supplier selection processes that include ESG scoring and reward criteria. For more details on
these aspects, please refer to section G1-Business Conduct.
19.3 ESRS S3 - Affected communities
19.3.1 Strategy
SBM-2 - Interests and views of stakeholders
The disclosure of interests and views of stakeholders is described in the ESRS 2 SBM-2 section of this
document.
SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and
business model
The FNM Group conducted the Double Materiality analysis to identify, assess and manage IROs related
to the communities affected by its activities, with a special focus on those located along the main
railway and motorway infrastructures, as well as in urban and urban fringe areas. For a more in-depth
discussion of the model adopted to identify IROs and the analysis of their relevance to business
activities, please refer to the general section ESRS 2 IRO-1.
The analysis identified a significant positive impact on the communities and, in particular, the notable
contribution of the FNM Group to the social and relational development of the territory and local
communities through the promotion of specific events and listening to the expectations of stakeholders ,
participation in groups and round-table working groups promoted by trade associations, the third
sector and administrations on transport and sustainability issues at a national and international level.
The Group has also identified a potential negative impact on affected communities related to noise
pollution, which is managed through the measures put in place to mitigate the closely related inherent
risk.
At the same time, two inherent risks emerged above the materiality threshold. The first is related to
the failure to implement territorial development projects. In this regard, the FNM Group promotes
concrete initiatives in the social, environmental, cultural and educational fields, working with
governments and associations to develop policies that foster social cohesion, inclusion and
sustainability. A further potential inherent risk is related to the issue of noise pollution generated by rail
and motorway infrastructure. Fully aware of the importance of protecting local communities from noise
pollution, the Group implements mitigation measures and technological solutions aimed at reducing
acoustic and noise pollution from its activities, including through constant dialogue with stakeholders.
19.3.2 Management of impacts, risks and opportunities
S3-1 - Policies related to affected communities
The FNM Group plays a fundamental role in mobility and territorial connectivity, putting local
communities at the centre thanks to a physical network that unites territories, cities and people.
Through rail and road transport services, the management of motorway infrastructures and integrated
sustainable mobility solutions, the Group contributes to economic development, social cohesion and
improved quality of life in the areas it serves.

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Although the FNM Group recognises the importance of a single structured policy to systematically
manage relations and impacts with affected communities, it does not currently have internal
regulations dedicated exclusively to this area.
However, through the FNM Group's Sustainability Policy, the Group is committed to promoting the
growth of people both inside and outside the organisation, developing programmes inspired by the
principles of inclusiveness and diversity, respecting human rights and fully aware of its role in
managing the environmental and social impacts linked to the mobility sector. This commitment
translates into social, environmental, cultural and educational initiatives, territorial development
programmes, and collaboration with governments and associations to adopt policies that contribute to
a healthy, inclusive and resilient society. Responsibility for the implementation and approval of the
Policy lies with the Board of Directors, assisted by the Social Responsibility and Ethics Committee and
the CSR-Sustainability Function. This Policy is available to Group employees on the corporate intranet
and accessible to external stakeholders on request.
In addition, the Programme Agreement signed with Regione Lombardia provides for targeted
investments to improve the railway infrastructure, with the aim of bringing tangible benefits to local
communities. Initiatives include the upgrading of stations, the elimination of level crossings to increase
road safety and the creation of intermodal hubs to promote sustainable mobility. The Programme
Agreement requires local communities to be actively involved in the decision-making processes through
prior consultations with municipalities, territorial authorities and associations.
In addition, in the “Mission Values Policies” document, the Mobility and Services segment addresses the
impact on communities through the development of intermodal transport initiatives and partnerships
with the territory's main hubs of attraction, enhancing the role of local public transport in promoting
sustainable and inclusive mobility.
The Motorways sector, aware of the risk that noise pollution linked to vehicle travel could pose to the
most sensitive targets, is committed to progressively implementing acoustic mitigation works, including
the use of low environmental impact technologies. Its commitment, which is enshrined in the
Environmental Policy of the Environmental Management System (EMS), is to implement noise pollution
monitoring plans to identify sensitive targets and implement mitigation actions, evaluating their
effectiveness over time.
The FNM Group believes that the policies implemented and previously described are aligned with
international standards and the United Nations Guidelines on Human Rights, the ILO Declaration on
Fundamental Principles and Rights at Work and the OECD Guidelines for Multinational Enterprises.
S3-2 – Processes for engaging with affected communities about impacts
Local communities are a key player in the sustainable development of the territory, as their active
involvement makes it possible to enhance resources, respond effectively to specific needs and promote
balanced and inclusive growth. The FNM Group is constantly committed to promoting a constructive
relationship with the affected communities, actively involving them in the development of initiatives
and projects in the area. Within the framework of the PiantalaLì project (for more details, please refer
to section S3-4 - Taking action on material impacts on affected communities, and approaches to
managing material risks and pursuing material opportunities related to affected communities, and
effectiveness of those actions), the Group has entered into structured dialogue with the affected
communities, collaborating with local government bodies, such as municipalities and public utility
consortia, and ensuring the involvement of key territorial stakeholders in all phases of the development
of initiatives. To ensure effective coordination and integrated management of initiatives, FNM has
established a specific function dedicated to project supervision, in particular through the role of the FILI
Project Coordinator, who is responsible for ensuring the strategic and operational coherence of
activities in the territory.
Similarly, in carrying out its activities, the Railway Infrastructure sector promotes open and inclusive
dialogue with local communities through public consultations, technical round-table working groups
and Service Conferences. As an example and in particular in the H2iseO project, the Services
Conference provided for the active involvement and dialogue with numerous entities, including the
Regional Agency for Environmental Protection (ARPA) Brescia Department and the Mountain Health
Protection Agency, which sent their opinion containing positive feedback on conclusion of the
proceedings. It also actively involves citizens during all phases of projects - from planning to
implementation to post-implementation monitoring - ensuring continuous updates and dedicated
meetings to collect feedback and integrate community needs into decision-making processes. To
45 In particular, reference is made to the company Azienda Trasporti Verona S.p.A..

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ensure the effectiveness of engagement processes, operational responsibility is entrusted to individuals
with high coordination skills, who are in charge of assessing the impact of initiatives and reporting to
senior management. The effectiveness of involvement is monitored through performance indicators,
audits, surveys aimed at assessing tangible results, with clear and transparent institutional tools.
In addition, special attention is paid to vulnerable communities, such as the elderly and persons with
reduced mobility, by taking specific measures to ensure accessibility and inclusion. Public meetings
open to all are organised, and partnerships with Third Sector organisations and trade associations are
implemented to facilitate dialogue and better understand their needs. Awareness programmes are
promoted to educate staff and the community on the importance of inclusion and respect for the rights
of vulnerable people. The Railway Infrastructure sector constantly monitors the effectiveness of its
actions through regular audits, assessing the accessibility of the infrastructure and the quality of the
services offered. Monitoring is done through surveys and feedback gathered during public
consultations. Specific training programmes for staff are offered to ensure that all employees are
prepared to respond to the needs of the most vulnerable people.
The Motorways sector operates in compliance with the Concession Agreement and the relevant
regulations. In the case of projects involving material impacts on local communities, active
collaboration with local authorities is promoted to identify and adopt appropriate mitigation measures.
S3-3 – Processes to remediate negative impacts and channels for affected communities to raise
concerns
To monitor the potential impact of noise pollution, the Group has implemented dedicated channels to
collect and manage reports from local communities. In line with its listening and involvement
processes, the Group is committed to assessing any critical issues reported, fostering transparent and
continuous dialogue with stakeholders.
Reports can be made anonymously, through online portals and reporting forms on the official website;
through legitimate representatives, such as local associations, citizens' committees or recognised third
parties, local governments, NGOs and trade associations, who work together to provide support to
communities. Specific anti-retaliation policies have been adopted, ensuring that all reports are treated
confidentially and that whistleblowers are protected from any adverse consequences, in line with
applicable legislation and, in particular, the General Data Protection Regulation for the Management
and Protection of Personal Information (GDPR). To ensure the effectiveness of these mechanisms,
regular audits are conducted by the companies' compliance functions to monitor the functioning of the
reporting systems and to ensure that concerns are addressed in a timely manner. In addition,
contractual clauses are included in business relationships to ensure that suppliers comply with
sustainability standards and offer adequate listening channels.
Similarly, the Mobility and Services segment 45 provides a dedicated channel to express the concerns
of affected communities and report any critical issues, and guarantees protection measures with
regard to the processing of personal data. There is a structured process that starts with the
identification and evaluation of possible reports. This is done by activating the relevant corporate
functions, usually following a report received through official company channels. After an assessment
of the feasibility of corrective action, the necessary measures to mitigate or solve the problem are
implemented. The tools through which communities can express their concerns are the Public
Relations Office, which can be contacted by phone or e-mail, the official report/complaint form
accessible from the company website, and social media. The presence of these channels is clearly
signalled on the Home Page of the website and mentioned in the Mobility Charter. All reports received
are managed and monitored through the Archiflow management system, ensuring effective tracking of
requests and responses. In compliance with data protection legislation, the privacy of all those who
make a report is protected by a data protection notice.
Finally, the Railway Infrastructure sector is committed to fostering a constructive relationship with
local communities, providing them with access to information and actively involving them in the
development of railway infrastructure and services. To this end, internal and external communication is
coordinated with supervisory bodies and local communities. In addition, several communication
channels have been implemented to ensure that local communities can easily access information on
the impacts of their activities: these tools are designed to be accessible, transparent and inclusive and

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include digital platforms, including the official website, dedicated e-mails and social channels, physical
counters at railway stations and regional offices, easily accessible public meetings and local
consultations, to foster direct dialogue with communities. In particular, in the most impacted areas,
information material is translated into the main languages spoken in the areas of intervention, to
ensure inclusive communication also for people that speak different languages or who have special
needs, such as the elderly and people with disabilities. Prior consultation processes were adopted to
design and optimise these channels, gathering feedback from communities through meetings with local
representatives, civic associations and vulnerable groups. Continuous monitoring of such feedback
allows for continuous improvement of communication mechanisms and for addressing any critical
issues.
S3-4 – Taking action on material impacts on affected communities, and approaches to managing
material risks and pursuing material opportunities related to affected communities, and
effectiveness of those actions
The FNM Group contributes to the social and relational development of the territory and local
communities through the promotion of specific events with the aim of mitigating the inherent risk of
non-implementation of development projects and the risk of noise pollution generated by railway and
motorway infrastructures. The planned actions to mitigate noise pollution are illustrated in the
paragraph dedicated to the theme “Noise and vibrations”.
The Group's commitment to mitigating the risk of non-implementation of development projects is also
embodied in the FILI project, an urban and suburban regeneration initiative that plays a key role not
only in protecting biodiversity and ecosystems, but also in improving the quality of life of the
communities involved (for further details, please refer to section E4-4 - Targets related to biodiversity
and ecosystems). In line with the provisions of the Programme Agreement with Regione Lombardia, the
FNM Group has implemented and planned initiatives aimed at strengthening infrastructures,
environmental sustainability and social inclusion, a subject discussed in greater detail in the section
'Initiatives for culture and the territory' in which the relevant initiatives are detailed. These actions cover
operations and the value chain, with a focus on electrification and the use of sustainable materials, and
involve the strategic areas of Lombardy, in synergy with key stakeholders such as local communities and
institutions.
The initiatives detailed below refer to action plans that consolidate a structured and cyclical process
over time.
Before the start of any project, the Railway Infrastructure sector conducts environmental and social
impact studies to assess the potential consequences on territories, population and biodiversity. Local
communities and institutions are involved through public consultations and round-table groups to
ensure transparency and gather suggestions to minimise potential negative impacts. Furthermore, the
acquisition of the land needed for the projects is done through transparent procedures, with constant
dialogue with the owners and communities concerned to limit conflicts and inconveniences. With
regard to the construction phases of infrastructure works, specific measures are taken to mitigate
environmental impacts that in turn affect the well-being of the surrounding communities, e.g. the
installation of noise barriers, vibration containment systems, emission monitoring, reforestation
programmes, and the management of works by paying attention to timetables and providing clear
signposting of road and pedestrian diversions. In addition, to improve local conditions and increase
traffic safety, projects were developed to eliminate level crossings, build subways and bridges to reduce
the risk of accidents and facilitate mobility in the surrounding areas.
The Railway Infrastructure segment also includes the management and real estate development of
the areas adjacent to the Sacconago Logistics Terminal. These areas are key for the project for the
management of intermodal cargo connections carried out by Malpensa Intermodale S.r.l. and the
enhancement of the area through urban redevelopment, green spaces with pedestrian paths,
relaxation areas, fitness facilities and a natural theatre for community events.
NOISE AND VIBRATIONS
Managing noise and vibration is an important issue for the FNM Group, particularly in the Mobility
Infrastructure segment, as it can impact the quality of life in local communities and surrounding
areas.
The Motorways sector is required to draw up noise mapping of road axes, including information on
dimensions, traffic flows and spatial planning. In addition to the containment programmes already
implemented, the plan to reduce noise pollution and its effects is reported on a regular basis. In order

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to mitigate noise emissions from infrastructures, various measures are taken that result from a
preliminary analysis of the noise impact on the surrounding areas, including direct interventions on
noise sources and solutions along the propagation paths, such as the installation of natural or artificial
noise barriers, or, if necessary, direct interventions on receptors. A significant example is the new A52
motorway section with the 'Phonic Tunnel', designed to protect buildings against noise from vehicle
traffic. In addition, for projects with a high noise impact, such as the SP 46 Rho-Monza redevelopment
project, noise and air quality monitoring is carried out during all construction phases, pre-operation,
during the work and post-operation, through a dedicated Environmental Monitoring Plan. The
Motorways segment, as part of the 2025-2028 Financial Plan, plans a total investment of EUR 263
million for the improvement of sector quality standards, of which EUR 1.5 million (CapEx) will be
invested in 2024. In addition, it expects a total investment of EUR 75 million on environmental impact
reduction projects, of which EUR 0.9 million (CapEx) was invested in the current year.
The Railway Infrastructure sector also adopts specific strategies to reduce noise pollution. In
accordance with Legislative Decree 194/05, it prepared action plans for noise management along
railway axes. Solutions include optimising the rolling stock, implementing rail lubrication systems and
upgrading the infrastructure with improved acoustic performance technologies. In addition, sound-
absorbing barriers are installed along the tracks and cladding to reduce the noise impact in sensitive
areas.
In the Mobility and Services segment, noise and vibrations are managed through an integrated
monitoring and risk reduction system that includes measurement campaigns and the continuous
renewal of the fleet with new generation buses. In particular, the phasing out of EURO 3 vehicles and
the introduction of electrically powered buses ensure higher standards of quietness, helping to reduce
noise pollution in the areas concerned. Recommendations are also in force for drivers to limit parking
with the engine running.
PIANTALALÌ PROJECT
Piantalalì is incorporated in the broader context of FILI (for further information please refer to section
E4-4 - Targets related to biodiversity and ecosystems), the project contributes to the social and
relational development of the territory through the creation of green spaces usable by local
communities, mitigating the risk of non-development of territorial projects.
During 2024, planning, construction and maintenance activities were carried out on the existing
intervention areas, involving a total area of 270,540 square metres with the planting of 11,161 trees.
The project involved the development of feasibility studies for the municipalities of Castano Primo,
Garbagnate and Seveso, followed by the creation of technical and economic feasibility designs and then
executive designs in the municipalities of Saronno, Caronno and Meda. The implementation phase led
to the completion of initiatives in the municipalities of Castellanza, Novate Milanese, Rescaldina,
Gerenzano and Busto Arsizio. In Castellanza, more than 700 shrubs and trees were planted on an area
of about 15,000 square metres, divided into two zones, while in Rescaldina, the project also took on an
educational value, with two of the three site areas being set aside for schools and colleges on a total
area of 11,000 square metres. Here, for the first time, some of the works had the dual objective of
improving the ecosystem value and offering ideas for teaching and educational activities, involving
seven classes of children. In Novate Milanese, PiantalaLì enabled the redevelopment of two green
areas, covering 19,000 square metres, with the planting of around 1,400 plants. In Gerenzano, the work
involved five areas, with a total area of more than 63,000 square metres, in which some 2,400 trees and
shrubs were planted and a pond was installed to encourage the development and return of various
species of fauna. The actions implemented in 2024 resulted in specific operating costs of EUR 0.4
million (OpEx).
The project will continue in 2025 with new and important construction sites, accompanied by a
dedicated communication strategy aimed at highlighting the important results already achieved,
particularly in terms of biodiversity.
INITIATIVES FOR CULTURE AND THE TERRITORY
The following activities strengthen the relationship with the territory and the local community,
responding to stakeholders' expectations, thus contributing to social and relational development,
mitigating the risk of non-development of territorial projects. In 2024, the Mobility and Services
segment continued to support the world of culture and the territory through the promotion of local
companies and collaboration with cultural institutions such as Teatro Nuovo, Fondazione Salieri and
Teatro Modus. The most significant initiatives included the participation in the 'Job&Orienta' trade fair,

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where the concept of driving responsibility was promoted and job opportunities in public transport
were illustrated, also thanks to the support of a state-of-the-art driving simulator. Also in the area of
road safety, there was renewed commitment alongside the 'Verona Strada Sicura' association, which
operates throughout the province raising awareness among citizens and young people on the
importance of safe driving.
In addition, support was renewed for the Festival of the Social Doctrine of the Church, a national event
that enhances collaboration between entrepreneurs, administrators, workers, artists and Church
representatives with the aim of promoting sustainable and solidarity-based development. In particular,
Azienda Trasporti Verona S.p.A. was the mobility partner for the Tocatì - International Festival of Street
Games, guaranteeing the visibility of the event through its own communication channels and
distributing information materials in the company ticket offices. Also worthy of note is the support for
'La Grande Sfida', an inclusion initiative that involves thousands of people with disabilities, together
with associations, sports, cultural and educational organisations, promoting integration and active
participation in the community.
The topic of gender equality was also addressed by supporting 'TEDx Verona Women', an event
dedicated to combating stereotypes, financial independence and female entrepreneurship. In addition
to traditional communication, a special urban ticket was created with the event poster, further
emphasising its close interest in the issues of inclusion and empowerment. In addition, during the year,
support was renewed for the 'Believe Film Festival', the first Italian film competition dedicated to young
people under 24, contributing to the development of new talent.
In addition to the cultural and social sector, the Mobility and Services segment continued its territorial
marketing activities by entering into agreements with numerous local entities, with a focus on tourism
and sustainable mobility. Collaborations with Trenitalia, DB-ÖBB and Navigarda have made it possible
to purchase integrated and subsidised travel solutions, while partnerships with Gardaland, Parco
Sigurtà and Parco Natura Viva have encouraged the use of public transport through discounts and
combined tickets. These initiatives have contributed to more widespread sustainable mobility, reducing
traffic and improving the quality of life in the local communities of Lake Garda. Through the
collaboration with Planetary Health Festival and the European Sustainable Mobility Week, promoted by
the Municipality of Verona and FIAB, active participation in climate change and environmental
awareness initiatives was promoted. In addition to financial support, awareness-raising messages on
the environmental, social and economic sustainability of public transport were conveyed. Finally, in
2024, work began on the creation of a permanent dialogue channel with the Consumers' Association,
with the aim of strengthening dialogue and transparency in the services offered.
NATURAL TUNNEL
The completion of the excavation of the natural tunnel between Malpensa Terminal 2 and the
Sempione railway line is a key step towards enhancing rail accessibility to the airport. This new link, 4.6
km long towards Gallarate and 1.1 km towards Casorate Sempione, will reduce travel time between T2
and Gallarate to just 7 minutes, offering a sustainable alternative to road traffic. The project, developed
in a context of dialogue with local administrations and stakeholders, contributes to the social and
relational development of the territory, responding to the needs of sustainable mobility and mitigating
the risk of non-development of territorial projects, as well as reducing noise pollution thanks to the
reduction in road traffic. The infrastructure will have a positive impact on local communities, improving
mobility and reducing congestion. The project is part of the European 'Global Project' to upgrade the
railway network.
19.3.3 Metrics and Targets
S3-5 - Targets related to managing material negative impacts, advancing positive impacts, and
managing material risks and opportunities
To date, the Group has not defined specific targets on the impacts generated on affected communities.
However, respect and dialogue with the territory are part of a broader approach of responsible
management, aimed at fostering sustainable and inclusive development.
To this end, the Group monitors interactions with local communities through tools such as the Services
Contract and meetings with local authorities, associations and other relevant stakeholders in order to
identify possible impacts and assess improvement actions. Although there is currently no system in

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place to measure progress in this area, the Group continues to explore useful methodologies and
indicators to strengthen its approach over time.
19.4 ESRS S4 - Consumers and end-users
19.4.1 Strategy
SBM-2 - Interests and views of stakeholders
The disclosure of interests and views of stakeholders is described in the ESRS 2 SBM-2 section of this
Document.
SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and
business model
Through its operational activities, the FNM Group involves different categories of consumers and end-
users. In particular:
• Road transport passengers can enjoy safe, accessible and efficient mobility solutions, with a
constant focus on improving service quality.
• Users of shared mobility services who benefit from sustainable alternatives to private transport,
contributing to the reduction of urban traffic and the adoption of low-emission solutions.
• Local communities served by mobility infrastructure that include citizens and economic activities
in the vicinity of rail and road transport networks, for which measures are taken to improve spatial
integration and environmental sustainability.
Safety and quality of service to users are central to the FNM Group, which works to ensure a reliable
and efficient mobility experience.
The Double Materiality analysis highlighted several positive impacts resulting from the Group's
activities, with significant benefits for users and the mobility system as a whole. These include
contributing to the implementation of inclusive access to mobility facilities and services, with special
attention to vulnerable groups and people with disabilities. This is done through specific quality
management systems and the implementation of infrastructure works aimed at reducing architectural
barriers, as well as through digitised and inclusive communication channels and platforms.
The Group's commitment also translates into an increase in the safety of the service offered, thanks to
the overhaul of vehicles, investment in research and development and the hiring of special security
guards. This is complemented by adequate management of safety in the local public transport service,
helping to improve user protection.
In addition, the initiatives taken by the FNM Group in the areas of public transport, rail and motorway
infrastructure and sustainable mobility encourage a change in travel habits by offering efficient and
accessible intermodal solutions. Through safety, digitisation and sustainability initiatives, the Group
promotes integrated mobility solutions, including public transport by rail and road, car sharing and the
motorway network. Renewing the fleet with low-emission vehicles, enhancing accessible infrastructure
and developing digital services for journey planning improve the user experience, making travel easier,
more sustainable and more inclusive.
In parallel with the positive impacts, a negative impact related to the safety of users was identified, for
possible injuries and accidents while travelling on means of transport, also due to a possible lack of
maintenance of facilities and construction sites.
Similarly, the Double Materiality analysis highlighted certain inherent risks related to consumers and
end-users, which may affect the Group's activities from both an operational and managerial
perspective. On the risk front, the Group could be exposed to critical issues related to the negative
perception of its image by stakeholders; possible issues related to the quality of service and safety of the
Group's infrastructure; the inherent health and safety risk for users.
46 This contribution relates to Azienda Trasporti Verona S.p.A..

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The analysis reveals a significant opportunity for the Group related to investments in security,
rectification and digitalisation of networks and fleets, which help to improve the reliability, efficiency
and quality of service offered to users.
19.4.2 Management of impacts, risks and opportunities
S4-1 - Policies related to consumers and end-users
Although the Group recognises the relevance of a structured approach to managing relations with
consumers and end-users, it does not currently have a formalised Group-wide policy specifically
dedicated to consumers and end-users, given the heterogeneity of the business models and recipients
of the services of its member companies.
The Group is aware of the importance of clear governance on these issues and intends to progressively
structure itself to define an organic framework, with the aim of formalising specific guidelines for the
different business sectors.
Various initiatives and measures are taken to meet the needs of users, with the aim of ensuring high
standards of safety, efficiency and service satisfaction. The Motorways sector and the Local Public
Transport service are ISO 9001-certified, the international standard for Quality Management System.
This certification attests to the company's commitment to efficient processes, continuous performance
improvement and user satisfaction through a structured system of monitoring and control of the
quality of its services.
In addition to ISO 9001, the Road Traffic Safety Management System (RTS) of the Local Public Transport is
also ISO 39001-certified, the aim of which is to help reduce the number of road accidents by improving
traffic safety through structured and evidence-based management.
S4-2 - Processes of engaging with consumers and end-users about impacts
The FNM Group adopts an approach oriented towards involving and listening to its users and end-
consumers, paying attention to the needs of the most vulnerable, through monitoring tools and
dedicated dialogue initiatives, which makes it possible to effectively manage the material impacts
related to consumer health and safety.
In the Mobility and Services segment, the FNM Group gathers the views of consumers and end-users
through customer dialogue procedures. One of the instruments used is the annual Customer
Satisfaction survey which, in its latest edition, collected 1,499 responses, with an overall rating of 7.36,
up from 7.24 the previous year. The management of user engagement is entrusted to the General
Management, the Travel sector and the Communication sector, which coordinate dialogue and
interaction activities with consumers. The personnel involved are specifically trained to ensure effective
dialogue with stakeholders, ensuring a clear and timely discussions in the handling of reports and
requests. In the presence of a report involving possible corporate liability, the competent office carries
out the appropriate checks and, if necessary, implements the relevant corrective actions. During 2024,
for example, following reports received from both institutions and individual families, changes were
made to the timetables of dedicated student routes to respond more effectively to the transport needs
that emerged 46.
In the Motorways sector, user satisfaction is monitored by a specialised research institute through a
Customer Satisfaction survey to assess the quality of the services offered. The survey, conducted on a
sample of at least 1,000 respondents using CATI (Computer Assisted Telephone Interviewing) and
CAWI( Computer Assisted Web Interviewing) methodology, not only collects customer opinions, but also
analyses the aspects and areas of the service that have the greatest influence on the level of overall
satisfaction. The results of the survey are used for target setting, contributing to an evidence-based
improvement process and user experience. The management of user involvement is entrusted to
senior management, which is responsible for coordinating dialogue and interaction activities with users
as outlined in the Service Charter.
Companies belonging to the Railway Infrastructure sector are constantly striving to improve the
safety, structure and environment of stations, turning them into real 'places to live' for customers. The
Executive Board is responsible for coordinating dialogue and interaction activities with users, ensuring

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effective management of their involvement. The monitoring of complaints represents a valuable source
of information on the needs and preferences of the public: the reports, received through
correspondence or the "FERROVIENORD ti ascolta” ("FERROVIENORD listens to you") application, are
analysed and integrated with other sources of data in order to define intervention plans aimed at
resolving critical issues and continuously improving services.
In Car sharing, dialogue with users is constantly maintained through digital platforms and customer
care tools including direct telephone support, e-mail and social channels, facilitating access to
information and collecting feedback for continuous service improvement. The management of user
involvement is entrusted to the General Management, which supervises and coordinates initiatives to
listen to and interact with consumers to ensure an increasingly efficient service in line with their needs.
The results of the survey showed that 84% of the users were satisfied with the service, while the
remainder of the respondents claimed to have experienced problems with the operation of the service
and the registration process. To respond to these needs, the company updated the registration form to
make it more intuitive and completely revamped the website. The minimum rental duration was
reduced in response to the request for greater flexibility, as the minimum threshold of three hours was
considered excessive. To satisfy this demand, in municipalities where at least one car is always
available (around 50), the minimum limit has been reduced to one hour, making the service more
accessible and adaptable to the different needs of users.
These initiatives are closely linked to the positive impact generated by the Group on the change in the
travel habits of customers, who are encouraged to choose modes of travel that are more consistent
with their needs, improving the efficiency of their journeys and optimising the use of time during travel.
S4-3 - Processes to remediate negative impacts and channels for consumers and end-users to
raise concerns
The FNM Group is committed to managing and resolving any critical issues that may arise in the
provision of its services through procedures dedicated to the analysis, collection of reports and
implementation of corrective measures. With regard to channels that allow consumers and end-users
to express concerns, Group companies adopt specific tools to ensure effective interaction with users
and promptly respond to their needs. To this end, the Group ensures that consumers and end-users
are informed of the existence of whistleblowing and assistance channels, and encourages their use
through targeted communications in their points of contact, company websites and dedicated apps (for
further details on the Whistleblowing System, please refer to section S1-3 Processes to remediate
negative impacts and channels for consumers and end-users to raise concerns).
In order to manage the potential negative impact related to the occurrence of injuries and accidents
involving users while travelling on means of transport, also due to a possible lack of maintenance of
plants and sites, the Group implements a series of activities including regular maintenance of plants
and infrastructures, continuous monitoring of operating conditions and timely intervention upon
notification.
The Mobility Infrastructure segment takes measures to ensure safety and assistance for users. In
particular, the Motorways sector has the Service Charter, which is updated annually in accordance with
the provisions of the Ministry of Infrastructure and Transport, and provides information on
construction sites, projects and initiatives to improve the network. To support timely and transparent
information, an interactive map with real-time updates on traffic, restrictions and works is available on
the company website. In support of the road system, Traffic Police, Traffic Auxiliaries and Mechanical
Rescue organisations operate, with an active agreement with the Italian Red Cross for the management
of emergencies due to critical weather events. With regard to communication channels, different
methods are employed to ensure constant dialogue with end users, offering dedicated channels for
handling reports, complaints and requests for information on services provided. Users can submit
reports via online forms, dedicated e-mail addresses and specific sections of institutional websites. In
2024, 172 complaints and 477 enquiries were handled through these channels, while a further 370
reports/complaints were processed, ensuring a decisive response for each enquiry.
In parallel, the Railway Infrastructure sector provides direct contact points, e.g. “Help-Points” installed
in railway stations, which allow immediate communication with an operator for assistance.
Service quality monitoring is a central element, with constant control over the timing and handling of
reports, both for internal performance improvement and for reporting to regulators.

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To strengthen the process of listening and continuous improvement, users can also send
communications via dedicated customer care services, such as “FERROVIENORD ti ascolta”, specifically
developed to collect feedback and optimise service management. The adoption of these tools makes it
possible to identify customer needs and implement targeted corrective actions, with the aim of
improving the user experience and guaranteeing ever higher service standards.
Local Public Transport handles reports and complaints through dedicated systems, ensuring timely
responses to users. Specific forms of reimbursement are provided for in the event of corporate liability
due to service inefficiencies. Where reports concern inappropriate behaviour by drivers, internal
investigations are initiated to verify responsibility and take possible action.
Users can submit complaints and requests through various channels, including the Public Relations
Office, which can be contacted by phone or e-mail, the official form available on the company websites,
and social profiles. Although the latter are the subject of advertising campaigns, their primary function
remains that of customer interaction.
In order to ensure constant improvement in the service, customer satisfaction campaigns are conducted,
which include interviews on board buses or at bus stops. As of 2024, a dedicated app has also been
introduced that allows users to rate the quality of the service and ask specific questions.
All reports are handled through management systems, which allow for timely tracking of requests and
prompt feedback to users. In 2024, the Public Relations Office received 4,557 complaints, highlighting
the constant dialogue with users and the attention paid to handling their complaints.
High service standards are guaranteed in the car sharing service through the “Customer Service”
organisational area, which is responsible for supporting B2C and B2B customers and monitoring
service performance. In the event of anomalies that may affect the user experience, the Customer
Service team promptly intervenes by involving the ICT area to solve the technical problems. Once
normal operations are restored, affected customers are contacted by e-mail or telephone call to inform
them about the resolution and, if appropriate, offer a gift as compensation.
To ensure direct and immediate contact with users, the development of the car sharing platform and
mobile app continued in 2024, with improvements to the advanced “EVA” switchboard with artificial
intelligence. Optimisation of the system has improved the user experience, reducing technical
anomalies and boosting the efficiency of the service, including night management. The adoption of this
technology has led to an increase in automated interactions from 25% in 2023 to 90% in 2024, resulting
in a significant improvement in operational efficiency and cost optimisation in the Operations
department.
For 2025, further upgrades to the EVA switchboard are planned, with the integration of new APIs
(Application Programming Interface) and advanced customer service functionalities. In addition, the new
management platform of the car sharing service will be released in April, designed to enhance
operational and logistical activities, while offering a revamped and more intuitive interface for the
mobile app.
The company also uses a ticketing platform to collect, organise, monitor and resolve technical
anomalies, while for administrative matters the Customer Service team uses CRM software, which allows
them to track reports and maintain a history of interactions with users.
S4-4 Taking action on material impacts on consumers and end-users, and approaches to
managing material risks and pursuing material opportunities related to consumers and end-
users, and effectiveness of those actions
In order to respond effectively to the needs of consumers and end users, the FNM Group adopts a
series of action plans and allocates specific resources to manage the impacts and risks associated with
its services. The initiatives implemented aim to ensure high standards of quality, safety and
accessibility, while promoting continuous improvement of the user experience.
The Motorways sector invests financial, human and technological resources to ensure road safety,
promote environmental sustainability and improve the user experience. For safety, it adopts advanced
real-time monitoring and warning systems to detect risky situations, such as adverse weather
conditions or heavy traffic. This is accompanied by scheduled road maintenance and the installation of
state-of-the-art safety barriers, while awareness campaigns are promoted to encourage responsible
driving.

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The implementation of these tools makes it possible to maintain high safety standards on the managed
routes, preventing situations that could compromise the integrity of the infrastructure and the fluidity
of traffic. The adoption of advanced technologies and the constant monitoring of infrastructures
represent an opportunity to invest in security and digitisation, ensuring more efficient and resilient
networks. Constant monitoring and scheduled interventions help to preserve the structural condition
of the works, avoiding unforeseen deterioration that could affect business continuity and service
quality.
The focus on user experience is reflected in the continuous evolution of services, with the
implementation of digital platforms that facilitate real-time assistance, problem reporting, trip planning
and efficient toll management.
On the technological side, the adoption of advanced traffic management systems (ITS - Intelligent
Transport Systems), together with sensors and cameras to monitor road conditions, make it possible to
optimise the management of the network and intervene promptly in the event of critical situations. The
integration of smart technologies represents a key opportunity for digitisation and improved service
quality.
In addition to the initiatives that have already been implemented, the segment has planned a series of
initiatives aimed at further enhancing the safety and quality of services. Planned actions include the
development of more advanced traffic management systems and the expansion of the network of
filling stations for electric vehicles, with the aim of promoting sustainable mobility. These actions are
part of the expansion of the multi-modal offer, improving the accessibility of transport and promoting
the transition to more sustainable mobility.
Constant monitoring of the initiatives makes it possible to assess the effectiveness of the actions
implemented. The installation of sensors along the motorway network makes it possible to collect data
on traffic, accidents and environmental conditions, while integrated digital systems ensure constant
monitoring of performance. Data analysis makes it possible to optimise operations and develop more
efficient mobility strategies, contributing to a safer and better performing transport system.
To support these activities in 2024, the Motorways segment incurred operating costs of EUR 42 million
(OpEx) related to infrastructure maintenance. Furthermore, in the 2025-2028 Financial Plan, an
investment of EUR 50 million is planned in projects involving real-time monitoring of traffic and the
state of the network, in order to intervene promptly and prevent major accidents or extraordinary
situations. The investments concern the implementation of smart roads, SCADA monitoring and
digitisation of surveys, in accordance with the parameters set by the Transport Regulation Authority.
During the financial year 2024, EUR 0.5 million was invested (CapEx).
In order to mitigate the inherent risk related to the health and safety of users, the Railway
Infrastructure sector takes specific measures to ensure the reliability and quality of the materials used
in its activities. To this end, Procedure P 7.2-02 is applied, which governs the checks on materials
procured, ensuring that the required standards are met. In addition, the inauguration of the new
Railway Police patrol post in the Milan Cadorna station helped to improve control and surveillance in
one of the most important railway hubs in Lombardy. Thanks to its central location and advanced
technological infrastructure, the patrol post ensures a greater police presence, increasing the level of
security for commuters, travellers and workers in the station's businesses.
ACCESSIBILITY AND INCLUSION
The FNM Group actively contributes to ensuring inclusive access to the Group's facilities and services.
In particular, in the Railway Infrastructure sector, infrastructure management is characterised by a
focus on accessibility. During 2024, work continued on raising the platforms; specifically, Cogno-Esine
and Paderno Franciacorta were completed. The activities saw an investment of approximately EUR 0.3
million (CapEx), fully financed. As at 31 December 2024, there were 115 accessible facilities
(independently or with assistance), including 3 new ones compared to 2023.
In 2025, plans are in place to raise the platforms of the facilities in Pian di Borno, Provaglio Timoline,
Borgonato, Bornato-Calino, Cedegolo, Malonno, Cividate-Malegno, Piancamuno Gratacasolo, Pisogne,
Sulzano, Pilzone.
The Motorways sector is devoting special attention to accessibility and inclusion. In fact, it is planning
to build service areas and car parks that are accessible to people with disabilities, as well as to enhance
information on available services to ensure an easier and more inclusive travel experience. On the road
47 This action is carried out by Azienda Trasporti Verona S.p.A.

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safety and sustainable mobility education front, cooperation with schools and local authorities is
planned to raise young people's awareness of responsible driving behaviour.
In the Local Public Transport sector, accessibility to the service is considered a key element, with a
constant commitment to guaranteeing a gradual improvement of the service through, for example,
equipping all vehicles with low-floor decks to make them easier to access for passengers with mobility
difficulties, perfecting the information systems available to customers and facilitating the process of
purchasing tickets; in this regard, the new on-board credit card payment system has been implemented
in the Verona and Lake Garda areas, to simplify the purchase of tickets and make it easier to use them.
At the same time, targeted communication was developed to promote the use of the Ticket Bus Verona
app, facilitating access to the digital services offered by Azienda Trasporti Verona S.p.A. (ATV),
integrating audiovisual content with traditional text-based communication.
In support of this commitment, active dialogue is maintained with associations representing people
with disabilities, collecting reports and evaluating possible improvements. In addition, to ensure
accessibility also in the digital sphere, a specific analysis of website accessibility is commissioned from a
specialised company every year, in order to identify and implement any corrective actions 47. In 2024,
this analysis was also extended to the Ticket Bus Verona app, while preparations were made to include
an evaluation of the “Scipione the bus to book” app in 2025, with the aim of further improving the
digital accessibility of its services.
In order to guarantee high quality and service standards, FNM Autoservizi S.p.A. has certified its
integrated management system according to the UNI EN 13816:2022 standard (Safety and quality in
passenger transport services). The standard specifies requirements for defining, achieving and
measuring quality of service in public passenger transport (PPT) and provides guidance for the choice
of relevant measurement methods.
The car sharing service covers more than 80 municipalities in Lombardy, including several towns with
less than 3,000 inhabitants. This choice aims to encourage connection and inclusion even in the most
peripheral areas, improving mobility in under-served areas. To make the offer even more inclusive, it
has also introduced promotional initiatives with reduced fares for those under 24, facilitating access to
mobility for this group of users.
These initiatives confirm the FNM Group's commitment to making its services increasingly accessible
and inclusive, improving safety, fostering a change in travel habits and guaranteeing integrated and
multimodal transport solutions, capable of responding to the different needs of customers.
19.4.3 Metrics and Targets
S4-5 - Targets related to managing material negative impacts, advancing positive impacts, and
managing material risks and opportunities
The Group has integrated a number of objectives in its Strategic Plan 2024-2029 aimed at improving the
consumer and end-user experience, with a focus on safety, accessibility and enhancing the local area.
In particular, significant investments are planned for the improvement of security and safety in stations
and during travel, through the enhancement of railway and motorway infrastructure and the
implementation of advanced technological solutions for security monitoring and management.
The process of defining the objectives was conducted by taking into account the needs and
expectations of the users, through discussions with local authorities and associations. In addition, the
Group monitors performance against set targets through internal reporting systems and customer
satisfaction analysis tools, which allow it to gather feedback and identify possible areas for
improvement.
At the same time, the Group is committed to increasing the accessibility of infrastructure, with the
expansion and improvement of the transport network, including the addition of around 25 km of track
in areas with the highest traffic concentration. These actions are part of a broader strategy to improve
territorial connectivity and foster more inclusive mobility, facilitating the movement of consumers and
end-users.

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Although the targets set are subject to continuous monitoring, no unique measurement system based
on absolute parameters and scientific indicators has been adopted at present, but the Group continues
to evaluate more advanced methodologies to improve the reporting and monitoring of its
performance.
48 It should be noted that the policy has not yet been updated and therefore the two new companies that are included in the
consolidation from this year, i.e. Viridis Energia S.p.A., and its subsidiaries, and NordCom S.p.A., are not included in the scope.

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20 SUSTAINABILITY REPORTING - GOVERNANCE
INFORMATION
20.1 ESRS G1- Business conduct
20.1.1 Governance
GOV-1 - Role of Administrative, Management and Supervisory Bodies
Information on the role of administrative, management and supervisory bodies, also in relation to
business conduct, is described in Section GOV-1 - Role of Administrative, Management and Supervisory
Bodies.
20.1.2 Management of impacts, risks and opportunities
IRO-1– Description of the process to identify and assess material impacts, risks and
opportunities
The FNM Group has adopted a structured approach to identifying, assessing and managing the
impacts, risks and opportunities associated with its conduct, with a focus on the responsible
management of business activities. This process is based, as for the other topics covered in this
document, on the Double Materiality analysis carried out by the Group and the internal regulatory
system. The analysis of Double Materiality revealed a positive impact represented by the reinforcement
of the company's good conduct in the areas of anti-corruption, taxation and risk management, as well
as the enhancement of transparency within the supply chain, achieved through increased traceability of
materials and the implementation of guidelines and platforms dedicated to the management of the
supplier register. The Group operates in a highly regulated environment, in particular by the Public
Contracts Code (Legislative Decree 36/2023) and by strict good governance procedures, which impose
high standards on transparency, anti-corruption and risk management. In addition, a negative impact
was also identified related to supplier relationship management resulting from non-compliance with
tender requirements, including environmental and social requirements, as well as a lack of
transparency throughout the duration of the relationship and the supply chain process.
In addition, a number of inherent risks have emerged, which are constantly monitored and mitigated
through a rigorous Enterprise Risk Management process and specific vertical assessments aimed at
identifying and managing specific risks related to supply chain management, possible errors or
omissions in accounting and related non-compliance in the financial and tax domain, non-compliance
with applicable regulations, and cyber attacks .
Finally, the analysis conducted did not reveal any opportunities for the Group.
G1-1 Corporate culture and business conduct policies
In carrying out its operating activities, the FNM Group recognises the huge importance of ethical
business conduct. Over the years, it has adopted and developed a series of policies aimed at
formalising, communicating and promoting both internally and externally its commitments to
corporate integrity, anti-corruption and transparency also within its supply chain to mitigate the risks
inherent in governance issues.
In order to ensure proper representation of the Group and consistent communication of ESG issues to
stakeholders , the FNM Group Sustainability Policy 48 was formalised. The Policy represents the context in
which FNM Group companies operate and is in line with industry trends and the Strategic Plan.
Furthermore, it aims to represent all the commitments made by the FNM Group on environmental,
social and governance issues, presenting the values and principles that inspire the Group's sustainable
49 With the exception of Milano Serravalle - Milano Tangenziali S.p.A., Viridis Energia S.p.A. and Azienda Trasporti Verona S.p.A.,
which have an independent process.
50 FNM S.p.A., NORD_ING S.r.l, FNM Autoservizi S.p.A, E-Vai S.r.l., Azienda Trasporti Verona S.p.A., Malpensa Distripark S.r.l.,
Malpensa Intermodale S.r.l., NordCom S.p.A. In addition, FERROVIENORD S.p.A. and Milano Serravalle - Milano Tangenziali S.p.A.
have their own management system.

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and responsible development and identifying actions with high potential for improving its ESG
performance.
Compliance with the Code of Ethics is fundamental to maintaining a high level of reliability towards
stakeholders, in full compliance with the principles of responsibility, integrity, efficiency and merit.
Furthermore, the Code is the basis of responsible supply chain management, as the FNM Group only
establishes and maintains business relations with suppliers that offer guarantees in terms of fairness
and ethicality (for further information see section S1-1 Policies relating to own workforce).
Furthermore, in order to ensure full compliance with current regulations, the FNM Group has adopted
a structured Internal Regulatory System comprising Model 231 and the Anti-Corruption Policy, which
sets out the principles and rules to be followed in order to prohibit and prevent any corrupt conduct, in
accordance with the principle of 'zero tolerance' of corruption. According to the latter principle, all
Group Departments and Functions 49 are considered to be at risk of corruption.
In particular, the Policy provides for rules of conduct, measures to prevent the risk of commission of
acts of corruption, and controls to adequately monitor the activities, business processes and relations
with third parties identified as being at inherent risk of corruption in the FNM Group's operations. The
Anti-Corruption Policy approved by the Group's Board of Directors, also stipulates that no contributions
may be made to political parties, movements, committees and political or trade union organisations,
non-profit organisations, foundations or organisations in any way related to political parties and trade
unions, their representatives and/or candidates. The FNM Group 50 was the first company in the
mobility and transport sector in Italy to have obtained the UNI ISO 37001:2016 "Anti bribery
management system" certification, recognised by Accredia (National body for the accreditation of
certification and inspection bodies).
The Board of Directors, which is responsible for the implementation of the Group's policies, has set up
a special Whistleblowing System to anonymously raise concerns about violations of the Code of Ethics,
discriminatory behaviour or other issues (for further details, please refer to section S1-3 Processes to
remediate negative impacts and channels for own workers to raise concerns).
The overall framework of FNM's Corporate Governance has been defined in accordance with current
national and European regulations, as well as the recommendations contained in the Corporate
Governance Code for Listed Companies approved in January 2020 by the Corporate Governance
Committee. The Corporate Governance Code, in line with the experience of the main international
markets, defines the objectives of good governance, as well as the behaviour considered appropriate
for their achievement, recommended by the Corporate Governance Committee for Listed Companies in
Italy, to be applied according to the " comply or explain" principle, which requires an explanation in the
corporate governance report of the reasons for any failure to apply one or more of the recommended
best practices. In this context, the Corporate Governance system makes it possible to mitigate the
inherent risk of non-compliance with applicable regulations by strengthening the control and
transparency of corporate activities.
To ensure the proper management of tax, accounting and financial activities, the Taxation Operating
Procedure defines the methods and behavioural principles to be followed to ensure effective taxation
management. Similarly, the Consolidated Financial Statements Operating Procedure establishes the
roles, responsibilities and principles to be adopted to ensure the proper preparation of the
consolidated financial statements. To support these processes, the Operating Procedure for Drafting
Sustainability Reporting defines the path for drafting, approving and publishing the FNM Group's
Consolidated Sustainability Report. Through controls and verification processes, the Group ensures the
correct assessment of taxes, the management of tax returns and the reporting of corporate
information, reducing errors, omissions and inconsistencies.
G1-2 – Management of relationships with suppliers
Procurement activity is considered to be of relevance as it helps to ensure transparency within its
supply chain and to ensure that the processes of tendering, contracting and procurement of goods,
services and supplies are carried out in a transparent manner and in accordance with the highest
51 The procedure applies to FNM S.p.A., FERROVIENORD S.p.A., FNM Autoservizi S.p.A., Nord_Ing S.r.l., NordCom S.p.A., E-VAI S.r.l.,
Malpensa Intermodale S.r.l. and Malpensa Distripark S.r.l..
52 With the exception of Virdis Energia S.p.A. and its subsidiaries.
53 Reference is made to the Restricted Group with the exception of Milano Serravalle - Milano Tangenziali S.p.A., Azienda
Trasporto Verona S.p.A. and Viridis Energia S.p.A..

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regulatory and ethical standards. The FNM Group pays particular attention to the selection of certified
products and qualified suppliers, establishing:
• requirements for admission to tenders that identify an economic capacity proportional to the
value of the assignment;
• technical capacity requirements aimed at proving the quality of the goods (e.g. RFI certified
products used for railway infrastructure maintenance), services and works (e.g. possession of
certifications relating to international technical standards relevant to the subject of the
assignment);
• suppliers enrolled in qualification systems that guarantee compliance with technical-economic
requirements even before being invited to submit an offer;
• technical specifications that guarantee the possibility of raising objections against suppliers in the
event of non-compliance.
The Group adopts the "Purchasing Cycle Operating Procedure 51" which explains how payments are
handled. In particular, the Accounting function carries out checks on the ledger, analysing overdue
items, and on a monthly basis prepares bulk payments by processing payment strategies (transaction
F110) or free payments (transaction F111) in SAP. In both cases, the payment release strategies in SAP
allow the Treasury to process the payment only after the release of all proxies in the approval flow has
been completed.
The FNM Group is, by its very nature, obliged for the majority of works, services and supply contracts to
comply with public procedures in accordance with the provisions of the Public Contracts Code
(Legislative Decree 36/2023) (hereinafter referred to as the 'Code') 52. The Code regulates the
observance of social and environmental clauses through specific articles and refers to the regulations
on gender equality (Legislative Decree no. 198 of 11 April 2006) and the Minimum Environmental
Criteria (CAM) defined by the Ministry of the Environment and Energy Security. Upstream from the
procurement process, the Group carefully selects suppliers which are identified via open procedures,
classification systems, market research announcements or consultation of the Supplier Register. For
those selected, a fair rotation is ensured, based on the number of invitations received in previous
procurement procedures. As regards tender procedures for particularly significant works, services and
suppliers, pre-qualification criteria may be required. These could include references, professional
experience in similar tender and certifications. In addition to economic award criteria, “offer technical
prestige” assessment criteria are also applied in relation to the product/service forming the object of
the tender process. As regards tenders above the EU threshold, the Group prioritises suppliers who are
in possession of the ISO 14001 Environmental Management System and SA 8000 Social Responsibility
certifications, where applicable. SA 8000 certification is required for labour-intensive tenders, while
social clauses are implemented in order to promote employment continuity in the event that there is a
new winner.
After approval in 2018, Sustainable Purchasing Guidelines were applied, which provide indications for
promoting the systematic adoption of environmental and social sustainability criteria within the
purchasing processes of companies belonging to the FNM Group. in addition, the Parent Company FNM
began customising its e–procurement platform and completed the process of integration with the SAP
HANA management platform. The development of the e-procurement platform enabled the entire
Group to formalise measurement KPIs, integrate private tenders and sales and implement electronic
signatures. In 2024, 80% of the economic value of the tenders launched by FNM 53 complied with
environmental and social criteria, with a total economic value of approximately EUR 670 million out of a
total of roughly EUR 835 million.
In addition, the SAP HANA management system helps to ensure the proper management of payments,
thanks to defined and monitorable approval flows. FNM adopts a structured system to ensure
efficiency and timeliness. The purchasing process and the handling of invoices payable are fully
managed in the management system and thus, the contractual conditions (also relating to payment
terms, traceability and amounts) are automatically reflected when recording invoices, thus
54 The perimeter is limited to Azienda Trasporti Verona S.p.A.
55 Milano Serravalle - Milano Tangenziali S.p.A., FERROVIENORD S.p.A., FNM Autoservizi S.p.A., Azienda Trasporti Verona S.p.A. and
Viridis Energia S.p.A..

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guaranteeing the optimisation of internal operations and helping to minimise errors and the inherent
risk of late payment.
With regard to the Motorways sector, clauses of an environmental and/or social nature are included in
the technical and administrative documentation of procurement procedures and, depending on the
case, are introduced as participation requirements, award criteria, or non-negotiable conditions
established from the outset. In calls for tender and invitations, the national collective labour agreement
(CCNL) is indicated to the employees employed in the contract or concession. If the CCNL applied by the
successful tenderer differs from the one indicated in the tender documents, the Single Project Manager
(RUP) will carry out a fairness or anomaly check. In addition, clauses are included in the contracts to
ensure compliance with the payment terms and deadlines set out in Legislative Decree no. 36/2023, its
annexes and the regulations in force. Generally, payments are made within 30 days from the date of
receipt of the invoice, unless a different period is expressly agreed in the contract, provided that it is
objectively justified by the specific nature of the contract or its particular features. Payment in favour of
the contractor shall be made upon presentation of a regular invoice and after verification of the
regularity of contributions and wages, as well as the fulfilment of obligations towards subcontractors.
In order to avoid delays, an internal process of performance verification and invoice approval is
adopted, ensuring constant monitoring of the different steps and sending reminders to the relevant
functions when necessary.
Finally, the internal process provides for further checks on the adequacy of supporting documentation
(e.g. validity of the DURC) before payment is made.
Finally, the Mobility and Services segment 54 adopts the 'Invoices payable' procedure, which defines
the activities and controls carried out when recording invoices from suppliers, in preparation for
sending them to the relevant office in the general accounts for payment. This approach allows the
deadlines agreed with suppliers to be met in almost all cases. Any delays in payment resulting from
inconsistencies found are promptly communicated to the supplier to ensure transparency and
cooperation.
The FNM Group, through its Strategic Plan 2024-2029, aims to extend the ESG approach to the selection
of the Group's suppliers, through the design and introduction of an ESG scoring mechanism. This
mechanism will be accompanied by the training of internal contact persons and will be applied to
suppliers (on a bonus basis), with the exception of non-fungible suppliers. Scoring will initially be based
on simplified parameters, with a later development towards a more structured system, and will be
supported by dedicated surveys. The target set for 2029 is to reach 50% of orders to fungible suppliers
with ESG scoring. At the same time, the Group 55 will initiate Business Impact Analyses to identify critical
processes in individual companies and assess the appropriateness of Business Continuity Plans.
G1-3 – Prevention and detection of corruption and bribery
The FNM Group has adopted a structured Internal Regulatory System comprising Model 231, Code of
Ethics, Anti-Corruption Policy and Group Regulation No. 21 on Conflict of Interest Management to
prevent cases of corruption and bribery. The handling of reports is entrusted to the Supervisory Board
(SB) and the Reporting Committee, with the support of the Internal Audit, Risk and Compliance
Department, as indicated in the Compliance Procedure, Internal Audit Procedure, Whistleblowing
Procedure. The results of the investigations are formalised in audit reports, which are sent to the
administration, management and supervisory bodies. The Whistleblowing Procedure provides for
ouster and escalation in the event of reports concerning members of the Administrative Body, the
Single-member Control Body, the Supervisory Board or the Whistleblowing Committee. The Compliance
Officer informs the Sole Director, the Single-member Control Board and the Supervisory Board, by
means of the half-yearly report, of any reports received. Furthermore, the Whistleblowing Procedure
stipulates that the Supervisory Board shall inform the Sole Director of the outcome of the assessments
of the reports received through the periodic reporting provided for in the 231 Model.
The FNM Group, as part of its commitment to transparency and corporate integrity, adopts an
approach aimed at preventing corruption and bribery, ensuring compliance with current regulations
and its own ethical principles. Although no specific measurable targets have been formalised, the
Group continues to strengthen its compliance management system through the adoption of tools and
56 With the exception of Milano Serravalle - Milano Tangenziali S.p.A., Viridis Energia S.p.A. and Azienda Trasporti Verona S.p.A.,
which have an independent process.

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procedures aimed at continuous improvement. In particular, the monitoring of the effectiveness of
anti-corruption policies is ensured through controls on sensitive transactions and periodic checks on
the reports received through whistleblowing channels. Furthermore, the Group continues to analyse
possible initiatives to enhance training on integrity and transparency issues, promoting a corporate
culture geared towards ethics and responsibility.
The Anti-Corruption Policy, adopted by the Board of Directors and approved by the members of the
administrative, management and supervisory bodies, is published on the FNM Group's intranet, on the
websites of each legal entity and delivered to each new employee. The obligation to know and comply
with the principles of the Anti-Corruption Policy and the Code of Ethics is expressly mentioned in
contracts with third parties, and their breach constitutes grounds for contractual termination.
During 2024, a total of about 590 hours of training were provided on compliance issues, with a special
focus on Model 231, Anti-Corruption Policy and Management of Relations with the Public
Administration. In particular, all FNM Group Executives and Middle Managers 56 sign the 231/anti-
corruption declaration annually, in which they declare that they adhere to the rules of conduct set out
in the anti-corruption regulatory system; in addition, 14 hours of training were provided to executives,
and 4 to the administration, management and supervisory bodies. The number of hours of training
dedicated is lower than in previous years, as the Group provides training at the time of entry into the
company, to ensure knowledge of the relevant principles and regulations from the outset, and at the
time of any regulatory updates, ensuring constant alignment with changes in the regulatory
environment. In the previous three years, the Group delivered structured training, providing employees
with a solid foundation of compliance knowledge, covering 100% of the identified risk functions. This
made it possible to consolidate internal skills, reducing the need for further courses and focusing
training efforts on targeted and specific updates.
The training courses of the various Group companies are delivered using various methods, including
classroom-based sessions, e-learning courses and voluntary in-depth training opportunities. Training
activities are carried out through courses structured on different thematic areas: analysis of the
provisions of the Anti-Corruption Policy, mandatory regulations (management of relations with the
Public Administration, conflict of interest procedure, etc.), study of practical cases and analysis of the
control points provided by the internal regulatory system.
The implementation of anti-corruption training activities is entrusted to the Compliance Function, in
cooperation with the Human Resources Development Function, which defines training courses tailored
to the different types of recipients and their exposure to corruption risk. Every newly recruited
employee receives by default specific training that includes Legislative Decree 231/2001 and anti-
corruption regulations.
In the Motorways sector, a specific anti-corruption training course, delivered in two sessions, lasting
approximately two hours, was implemented in 2024 to further strengthen the anti-corruption training
course. This course, taken by an external legal advisor, included the mandatory completion of a final
learning test and was mainly addressed to staff not classified as low corruption risk. New recruits were
given a package of training courses by the parent company on topics such as Model 231, the Code of
Ethics and the management of relations with the Public Administration (PA), including a final learning
test. The members of the Board of Directors and the Board of Statutory Auditors received the training
material prepared by the legal consultant who delivered the course. Training activities are divided by
training sector, conversely, there is no differentiation of training offerings on the basis of the category
of workers being trained.
20.1.3 Metrics and Targets
G1-MDR-A - Actions and resources related to business conduct
In line with the policies developed by the FNM Group and to pursue the objectives defined in the
2024-2029 Strategic Plan, a series of concrete actions have been implemented to strengthen
governance, promote corporate integrity and ensure sustainable business management and mitigate
inherent risks. These actions contribute to the achievement of the objectives of the transparency, anti-
corruption and sustainability policies as they make it possible to structure more effective controls,
57 Reference is made to the companies of the 'restricted' FNM Group (FNM S.p.A., FERROVIENORD S.p.A., NORD_ING S.r.l., FNM
Autoservizi S.p.A., E-VAI S.r.l., FNM Power S.r.l.).
58 With the exception of FERROVIENORD S.p.A. and Viridis Energia S.p.A., which are managed independently.
59 FNM S.p.A., NORD_ING S.r.l, FNM Autoservizi S.p.A, E-Vai S.r.l., Azienda Trasporti Verona S.p.A., Malpensa Distripark S.r.l.,
Malpensa Intermodale S.r.l., NordCom S.p.A. In addition, FERROVIENORD S.p.A. and Milano Serravalle - Milano Tangenziali S.p.A.
have their own management system.

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ensure greater traceability of decision-making processes and strengthen the Group's ability to prevent
unethical or non-compliant behaviour. These initiatives aim to translate commitments on transparency,
accountability and anti-corruption into effective operational tools, contributing to the consolidation of a
corporate culture based on ethics and responsible risk management.
In particular, to mitigate the inherent potential risk of cyber attacks, the Group 57 implements measures
to prevent, monitor and mitigate the inherent risks. The main actions taken include the strengthening
of ICT security through firewall systems and access controls, as well as the periodic execution of
penetration tests and vulnerability scans to identify and resolve any vulnerabilities. Furthermore, to
ensure business continuity, the Group 58 uses backup solutions, cloud infrastructure and uninterruptible
power supply systems (UPS and generators), ensuring resilience even in the event of an emergency.
The data centre is managed by an ISO 27001 certified company, guaranteeing high standards of security
and compliance.
In order to avoid errors or omissions in accounting and related financial and tax non-compliance, multi-
disciplinary teams are involved in the preparation of the Group companies' tender documents and in
the drafting of technical specifications, ensuring a high level of accuracy and adherence to current
regulations. To further strengthen the process, the Group participates in ASSTRA working groups
dedicated to procurement, facilitating the exchange of experiences and the adoption of best practices
in the sector. In addition, staff training sessions are planned to ensure the dissemination of appropriate
skills to manage accounting, financial and tax aspects correctly and in compliance with the rules.
In order to set up an effective and consistent communication strategy towards stakeholders, the Group
provides for constant dialogue with CFOs and internal structures, thus ensuring alignment with
corporate objectives and operational needs. In addition, coordination with external advisors allows the
integration of specialised perspectives and industry best practices , ensuring a comprehensive view and
targeted action in communication management.
FNM and its subsidiaries 59 confirm their commitment to preventing corruption by obtaining and
maintaining UNI ISO 37001:2016 certification, the result of a rigorous annual independent verification
process conducted by IMQ, one of the leading accredited certification bodies. Adherence to the UNI ISO
37001:2016 standard certifies the adoption of a management system that complies with national and
international best practices in corruption prevention, ensuring a structured and systematic approach to
risk assessment and mitigation.
Strengthening good corporate governance is a key element in ensuring a transparent, accountable and
sustainability-aligned management model. In order to fully integrate these principles within the
company's regulatory system and to take a snapshot of the current situation of compliance of company
documentation with the requirements of Legislative Decree 125/2024, the Group continued the
Sustainability Roadmap policy project, aimed at mapping policies at Group level and identifying existing
gaps, as evidenced by the formalisation of the Environmental Sustainability Policy and the FNM Group
Sustainability Policy. The latter was adopted in 2023 and establishes a commitment to the most
integrated management possible of ESG impacts, risks and opportunities and the union between
competitiveness, sustainability and responsibility.
All actions, even in the absence of specifically allocated capital expenditures or operating costs, are
nevertheless part of the recurring operating expenses of Group companies.
G1-4 – Confirmed incidents of corruption or bribery
There were no violations of the procedures and rules on anti-corruption or anti-bribery and no
corrective or mitigating actions needed to be implemented at Group level at present.
Furthermore, no public prosecution for corruption or bribery has been initiated against Group
companies or their employees.
G1-5 - Political Influence and Lobbying
60 The following companies are not covered by this Procedure: Malpensa Intermodale S.r.l., Viridis Energia S.p.A., and Azienda
Trasporti Verona S.p.A. These provide 40 days as an average number for the settlement of issued invoices.

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The Code of Ethics declares that the FNM Group does not make contributions to political parties,
movements, committees and political and trade union organisations, ONLUS (non-profit organisations),
foundations or organisations in any way related to political parties, their representatives and/or
candidates, in line with Law no. 659 of 18 November 1981, art.7"Financing or contributions, in any form
and in any manner whatsoever, by bodies of the public administration, public entities, companies with a
public capital holding of more than 20% or companies controlled by the latter, without prejudice to their
private nature, ((as well as social cooperatives and consortia governed by Law no. 381 of 8 November 1991,))
in favour of parties or their political-organisational structures and parliamentary groups is prohibited. The
prohibition referred to in the preceding sentence also applies to companies in which the public shareholding
is 20% or less, as well as to companies controlled by the latter, where such a shareholding nevertheless
ensures the public entity control of the company'. Any contributions fall within the scope of non-political
membership contributions, such as those addressed to Associazione Trasporti-ASSTRA, Assolombarda,
Associazione Italiana Società Concessionarie Autostrade e Trafori-AISCAT an apolitical and non-partisan
association.
G1-6 - Payment practices
The FNM Group 60 settles legitimately issued invoices by the contractual due date, generally 30 or 60
days EOM after the invoice date. In rare cases, deadlines of up to 90 days EOM after the invoice date
may be envisaged.
Currently, the actual average payment time, calculated as the number of days from the date of the
invoice document or receipt of the invoice (used as the date on which the contractual payment period
starts to be calculated) to the date of payment is:
– for investment contracts in rolling stock financed by Regione Lombardia at approximately 60
days from invoice date;
– for infrastructure investment contracts financed by Regione Lombardia at 40 days end of
month invoice date;
– for motorway infrastructure investment contracts at 37 days;
– for the remaining contracts, the average time is 49 days.
There are no legal proceedings currently pending due to late payment. The payment terms stated in
the contracts are 30 days. It should be noted in this regard that there are no legal proceedings currently
pending due to late payment.
Supplier payments are made, taking into account payment deadlines and always after evaluation of (i)
the correct performance of the service/delivery of the good, as attested by the requesting function by
processing "Goods Receipt" on the SAP contract, (ii) the correctness of the accounting documents.
The Group continuously monitors the efficiency and punctuality of its payment management and has
performance indicators in the purchasing cycle area, which are periodically measured and form the
basis for identifying actions to ensure the continuous improvement of the process.
In accordance with the FNM Group Purchasing Procedure, procurement contracts are drawn up
according to schemes validated by the Legal Department. Although there are no specific payment
modalities dedicated to SMEs, the Public Contracts Code provides, for public contracts, for an advance
payment of 20% of the contract value, with the possibility of an increase of up to 30%, except for
supplies to be executed immediately or which cannot be regulated by a timetable. This provision, which
represents an element of support for SMEs, has been incorporated into the Group's contractual
schemes. Advances normally provide for payment within 15 days from the date of invoice.

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21 FNM S.p.A. CORPORATE GOVERNANCE
FNM S.p.A. corporate governance is based on the traditional system: the corporate bodies are the
Shareholders' Meeting, Board of Directors and Board of Statutory Auditors and, as an external body,
the Independent Auditor.
FNM S.p.A. has adopted a corporate governance system that complies with the legal provisions and
CONSOB regulations in force, aligned with the contents of the Corporate Governance Code of listed
companies of Borsa Italiana S.p.A. and national and international best practices.
In particular, FNM S.p.A. exercises management and coordination activities for some of the
subsidiaries, pursuant to the provisions of current legal provisions and company agreements with
partners.
FNM S.p.A. also holds equity investments in companies that guarantee the presence of the Group in
activities consistent with the corporate purpose and in segments complementary to its core business.
The corporate governance system adopted by FNM S.p.A. is based on compliance with current
regulations, maximising value for shareholders, controlling business risks, transparency with respect to
the market and reconciling the interests of all shareholders. The in-house rules system is consistent
with the principles of the FNM Group's Code of Ethics and Conduct.
The following procedures form an integral part of the corporate governance system:
• the Guidelines for the Internal Control and Risk Management System;
• the Procedure for the regulation of transactions with related parties;
• the Regulation for internal management and public disclosure of documents and information
regarding FNM S.p.A. and the establishment, management and maintenance of the register of
people who have access to it;
• the Code of Conduct for the identification of Internal Dealing parties and for the communication of
transactions they have carried out, the "Internal Dealing Code";
• The Code of Ethics and Conduct of the FNM Group;
• the Organisation, Management and Control Model pursuant to Italian Legislative Decree 231/2001;
• the Regulation of the Executive in charge of financial reporting;
• the Shareholders' Meeting Regulations.
On 18 July 2019, FNM approved the revision of the Regulation of the Executive in charge of financial
reporting, aligning its content to the changes that have taken place in its organisational structure and
providing for the 262 tests to be carried out by outside consultants, as well as by the Internal Audit
Function.
The Parent Company Board of Directors, at the same time of the approval of these financial
statements, approved the Annual Report on Corporate Governance, to which reference is made here
for a detailed illustration of the FNM S.p.A. governance system.
The aforesaid Report can be found on the Company's website at the address www.fnmgroup.it
(Governance section).
The Company, aware of the need to guarantee the conditions of transparency and fairness in the
conduct of business activities, considered it appropriate to adopt its own Organisation, Management
and Control Model ("Model") as required by Legislative Decree no. 231 of 8 June 2001 and a Code of
Ethics and Conduct of the FNM Group which forms an integral part of the Model, and the FNM Anti-
corruption Policy. In its current version, the Model was updated by resolution of the Board of Directors
of 16 September 2021 and supplemented with the predicate offences and organisational changes that
have taken place in the medium term. The Model is aimed at preventing the commission of specific
offences provided for by current legislation and considered relevant to the Company; it is constantly
monitored and, where deemed necessary, updated to ensure a continuous improvement in internal
control. The Model, based on the Confindustria and ASSTRA Guidelines, was prepared taking into
account the structure and activity currently carried out by the Company and the nature and size of its
organisation. The Company carried out a preliminary analysis of its own business context and

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| FNM Group

subsequently an analysis of the areas of activity that present potential risk profiles in relation to the
commission of the offences indicated in the Decree.
In line with the provisions of Legislative Decree 231/2001, the Company also appointed an
autonomous, independent and competent Supervisory Body in the field of risk control relating to the
specific activity performed by the Company and the related legal profiles. This body, of a collegial
nature, is made up of two chartered accountants outside the Company and a criminal lawyer, also
outside the Company - also appointed Chairman, with proven technical skill in legal matters.
The Supervisory Body has the task of constantly monitoring:
• compliance with the Model by the company boards, employees and consultants of the Company;
• effectiveness of the Model in preventing the commission of the offences referred to in the Decree;
• implementation of the provisions of the Model in the performance of Company activities;
• updating of the Model, in the event that it is necessary to adapt it following changes in the
structure and/or the corporate organisation or in relation to the evolution of the reference
regulatory framework.
To carry out of the assigned duties, the Supervisory Body is invested with all the powers of initiative and
control over each company activity and employee level, and reports to the Board of Directors through
its Chairman. The Supervisory Body carries out its functions in coordination with the other bodies and
control departments in the Company.
The Supervisory Body, in supervising the actual implementation of the Model, is endowed with the
powers and duties it exercises in compliance with the law and with the individual rights of workers and
interested parties.
22 TRANSACTIONS OF THE PARENT COMPANY FNM
S.p.A. WITH RELATED PARTIES
The Group’s transactions with related parties can be qualified neither as atypical or unusual, as they fall
within the ordinary operations of the Company. These transactions are carried out in the interest of the
Company and of the Group at normal market conditions.
Please refer to Notes 49 of the consolidated financial statements and 34 of the separate financial
statements, for additional information about related party transactions.
Information relative to fees for Directors, Statutory Auditors and Key Personnel are indicated in the
Annual Report on Remuneration prepared pursuant to article 123-ter of Legislative Decree 58/98
(Consolidated Law on Finance) as amended.
The “Procedure for related party transactions” is available on the website of the Company
(www.fnmgroup.it – Governance section – documents and procedures).
23 FINANCIAL INSTRUMENTS
It should be noted that during the year and at 31 December 2024 the Company did not use any
derivative financial instruments.
Amongst the subsidiaries and investees, at 31 December 2024 MISE and Viridis have outstanding
derivatives referring to a Interest Rate Swap contracts entered into in order to prevent the risk of
changes in interest rates, the fair value of which is negative.

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24 EQUITY INVESTMENTS HELD BY DIRECTORS,
AUDITORS AND GENERAL MANAGERS; ARTICLE
2428, PARAGRAPH 3, NUMBERS 3-4 OF THE ITALIAN
CIVIL CODE
Pursuant to and in accordance with the provisions of Art. 79 of CONSOB resolution no. 11971 of 14 May
1999 and subsequent amendments, it is specified that, from the information resulting from the
shareholder's register and from the acquired notifications, the directors and auditors, as well as their
spouses who are not legally separated and their minor children, do not hold equity investments in the
Company and in companies under its control, neither directly nor through trust companies nor through
third parties.
Furthermore, as required by the Code of Conduct on Internal Dealing approved on 13 May 2019, there
were no transactions on FNM S.p.A. financial instruments by any of the relevant persons subject to the
disclosure obligations.
Lastly, it should be noted that the company does not come under any of the cases indicated by Art.
2428, paragraph 3, numbers 3 and 4 of the Italian Civil Code.
25 SIGNIFICANT EVENTS DURING THE YEAR
Closing of the acquisition of 80% of Viridis Energia
23 February 2024 – the acquisition from Lagi Energia 2006 S.r.l. and HNF S.p.A. of 80% of the share
capital of Viridis Energia S.p.A., an independent electricity producer, was finalised in execution of the
sale and purchase agreement entered into and announced to the market on 19 February 2024. More
information is provided in section 6.2 of this document. Since this is a “significant” acquisition
transaction in accordance with the provisions of Annex 3B, Part I, point B of Consob Regulation No.
11971 of 14 May 1999 ("Issuers' Regulation"), additional details are provided in the information
document relating to the transaction published on 05 March 2024, prepared pursuant to Art. 71,
paragraph 1 of the Issuers' Regulation.
The Shareholders' Meeting approves the 2023 Financial Statements
22 April 2024: the Shareholders' Meeting approved the proposed separate financial statements of FNM
S.p.A., examined the consolidated financial statements of the FNM Group as at 31 December 2023 and
resolved to allocate the profit for the year of EUR 14,237,463.53 as follows:
• EUR 711,873.18 to the legal reserve;
• EUR 3,525,590.35 to the extraordinary reserve;
• EUR 10,000,000.00 to distribution of the ordinary dividend to Shareholders, ensuring a
remuneration of EUR 0.023 for each ordinary share outstanding.
The dividend was paid as of 5 June 2024, with ex-dividend No. 15 on 3 June 2024 and record date on 4
June 2024.
The Shareholders' Meeting also:
• approved Section Two of the Report on the remuneration policy and on the compensation paid,
prepared pursuant to Art. 123-ter of Legislative Decree No. 58 of 24 February 1998;
• appointed the Board of Directors for the three-year period 2024-2026, after having set the number
of members of the new Board as seven;
• appointed the Board of Statutory Auditors for the three-year period 2024-2026;
• renewed the authorisation for the purchase and disposal of treasury shares, subject to revocation
of the authorisation granted by the Meeting on 21 April 2023.

Financial Report as at 31 December 2024 | page 188

| FNM Group

The newly-appointed Board of Directors took office on 22 April 2024 and, following the assessment of
the independence requirements of the Directors, proceeded to set up the Board Committees on 24
April.
Acquisition of 100% of Nordcom
15 July 2024: following the resolution of the FNM Board of Directors of 25 June, the purchase from the
TIM Group of 2,100,000 ordinary shares of Nordcom S.p.A. was finalised, corresponding to 42% of the
share capital. FNM thus became the sole shareholder of Nordcom, increasing its shareholding to 100%.
The transaction enables FNM to strengthen and optimise the management of technological services,
ensuring greater efficiency and innovation within the Group.
The transaction was finalised upon payment of EUR 8.3 million by way of consideration for the sale of
the 42% shareholding, drawing on current available funds and without making use of external
financing.
Approval of the Strategic Plan 2024-2029
18 November 2024: the FNM Board of Directors approved the FNM Group's Strategic Plan 2024-2029,
aligned with the new Vision and Mission. More information is provided in sections 1 to 4.
26 SIGNIFICANT EVENTS AFTER THE CLOSING OF THE
YEAR
With regard to significant subsequent events, reference should be made to Note 55 to the consolidated
financial statements and Note 39 to the separate financial statements.
ESG rating of 6.3 received: FNM confirmed among the top rated entities evaluated by
Morningstar Sustainalytics worldwide
8 January 2025 - Also in 2024, Morningstar Sustainalytics rated the ESG risk profile to which the FNM
Group is exposed as negligible, assigning a score of 6.3 (on a scale between 0 and > 40, where 0
indicates the best rating and >40 the worst), an improvement on both 2023 (6.6) and 2022 (7.4).
FNM is therefore confirmed among the top 50 top rated companies of the approximately 15,000
entities evaluated worldwide by Morningstar Sustainalytics and in 4th place among the 175 companies
active in the transport infrastructure sector. The rating agency assessed the risk management with
regard to sustainability of services, community relations, occupational health and safety and found the
residual unmanaged risk to be negligible. The rating was requested voluntarily by FNM.
27 MANAGEMENT OUTLOOK
In 2025, the results of the motorway sector will be driven by traffic trends, in the absence of tariff
increases, while those of the energy sector will be determined by the development of the installed
capacity of photovoltaic plants.
In light of these reflections, the forecasts for the FNM Group, are as follows in 2025:
• Adjusted EBITDA up in the range of EUR 220 to 230 million;
• gross investments estimated at EUR 180-210 million;
• Adjusted Net Financial Position at year-end between EUR 780 and 820 million;
• adjusted NFP/EBITDA ratio expected in the range 3.4x-3.6x.

Financial Report as at 31 December 2024 | page 189

| FNM Group

Financial Report as at 31 December 2024 | page 190

| FNM Group

GLOSSARY OF TERMS AND ALTERNATIVE
PERFORMANCE INDICATORS USED
This document, in addition to the conventional financial statements and indicators prescribed by IFRS,
presents some reclassified statements and some alternative performance indicators in order to allow a
better assessment of the economic-financial performance of the Group. These statements and
indicators should not be deemed to be replacements for the conventional ones prescribed by IFRS. For
these quantities, the descriptions of the criteria adopted in their preparation and the appropriate notes
referring to the items contained in the mandatory statements are provided in accordance with the
indications of Consob Communication no. 6064293 of 28 July 2006, in Consob Communication no.
0092543 of 3 December 2015 and of the ESMA 2015/1415 guidelines for alternative performance
indicators (“Non GAAP Measures”).
In particular, among the alternative indicators used, the following are pointed out:
EBITDA: it represents the earnings for the year before income taxes, of the other financial income and
expenses, of depreciation, amortisation and impairments of fixed assets. The Group also provides an
indication of the incidence of EBITDA on net sales. The calculation of EBITDA carried out by the Group
allows to compare the operating results with those of other companies, excluding any effects deriving
from financial and tax components and from depreciation and amortisation, which may vary from
company to company for reasons not correlated with the general operating performance .
EBITDA %: it represents the percentage of EBITDA over total revenues.
Adjusted EBITDA: it is represented by EBITDA as identified above, excluding non-ordinary expenses and
income, such as:
(i) income and expenses deriving from restructuring, reorganisation and business combination;
(ii) income and expenses not directly referred to the ordinary performance of the business, clearly
identified;
(iii) any income and expenses deriving from significant extraordinary events and transactions as
defined by Consob Communication DEM6064293 of 28/07/2006.
With reference to the adjusted EBITDA of 2024 and 2023, the following components were excluded
from EBITDA:
– the non-recurring operating cost of EUR 8.9 million arising from the adjustment of the Earn Out
Debt related to the acquisition of the subsidiary Viridis, in relation to the increased capacity in
terms of MW, which is expected to be installed by the subsidiary by 2029, as per the latest
approved plan;
– non-ordinary expenses deriving from development projects, amounting to EUR 1.0 million and
EUR 0.8 million, respectively.
Adjusted EBITDA %: it represents the percentage of Adjusted EBITDA out of total revenues.
EBIT: it represents the earnings for the year before the income deriving from sold/disposed assets,
income taxes, financial income and expenses and the result of the companies measured at equity.
Earnings before tax: it represents the net result for the period before income taxes and the result of
the companies valued at equity.
Adjusted net result: it represents the net result for the period before the result of the companies
valued at equity and income/expenses from valuation of equity investments.
Net Working Capital: it includes current assets (excluding cash and cash equivalents included in the net
financial position), and current liabilities (excluding the current financial liabilities included in the net
financial position).
Net Invested Capital: it is equal to the algebraic sum of fixed capital, which includes non-current assets
and non-current liabilities (excluding the non-current financial liabilities included in the net financial
position) and of net working capital.

Financial Report as at 31 December 2024 | page 191

| FNM Group

NFP (Net Financial Position): it includes cash and cash equivalents and current and non-current
financial liabilities.
Adjusted NFP: it is represented by the Net Financial Position as identified above, excluding the impacts
of the timing of collections of the consideration for construction services from the Grantor on funded
investments for the renewal of railway rolling stock of the “2017-2032” Rolling Stock Programme”,
recognised in accordance with IFRIC 12.

Financial Report as at 31 December 2024 | page 195

| FNM Group

Consolidated financial statements
for the year ended 31 December 2024
– Consolidated Balance Sheet
– Consolidated Income Statement
– Consolidated Statement of Comprehensive
Income
– Statement of Changes in Consolidated
Shareholders' Equity
– Consolidated Statement of Cash Flows
– Notes to the Consolidated Financial
Statements

Financial Report as at 31 December 2024 | page 196

| FNM Group

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31.12.2024

Amounts in EUR thousands | Notes | 31/12/2024 | 31/12/2023
ASSETS |  |  |
NON-CURRENT ASSETS |  |  |
Property, plant and machinery | 6 | 566,757 | 484,503
Intangible assets | 7 | 319,042 | 307,704
Goodwill | 9 | 39,420 | —
Right of use | 8 | 22,317 | 16,283
Equity investments measured with the equity method | 10 | 173,496 | 162,289
Equity investments measured at fair value through profit or loss | 10 | 14,537 | 11,450
Other financial assets measured at amortised cost | 11 | 69,192 | 67,172
of which: Related Parties | 11 | 68,192 | 66,172
Financial assets measured at fair value through profit or loss | 12 | 5,990 | 4,454
of which: Related Parties | 12 | 1,600 | —
Contract assets | 14 | 38,247 | 77,904
Deferred tax assets | 15 | 34,156 | 36,646
Tax receivables | 19 | 134 | 153
Other assets | 18 | 3,291 | 2,955
of which: Related Parties | 18 | 7 | 7
TOTAL NON-CURRENT ASSETS |  | 1,286,579 | 1,171,513
CURRENT ASSETS |  |  |
Inventories | 16 | 15,719 | 13,117
Trade receivables | 17 | 143,105 | 171,031
of which: Related Parties | 17 | 65,891 | 86,771
Other assets | 18 | 117,450 | 136,619
of which: Related Parties | 18 | 13,473 | 17,462
Current tax receivables | 19 | 14,571 | 384
Other financial assets measured at amortised cost | 11 | 3,930 | 2,743
of which: Related Parties | 11 | 3,602 | 1,948
Financial assets measured at fair value through profit or loss | 12 | 783 | 562
of which: Related Parties | 12 | 29 | —
Contract assets | 14 | 23,850 | 10,536
of which: Related Parties | 14 | 22,363 | 10,249
Receivables for investments in services under concession | 13 | 245,266 | 210,717
of which: Related Parties | 13 | 243,269 | 208,720
Cash and cash equivalents | 20 | 499,445 | 395,245
TOTAL CURRENT ASSETS |  | 1,064,119 | 940,954
Assets held for sale |  | — | —
TOTAL ASSETS |  | 2,350,698 | 2,112,467

Financial Report as at 31 December 2024 | page 197

| FNM Group

Amounts in EUR thousands | Notes | 31/12/2024 | 31/12/2023
LIABILITIES |  |  |
Share capital |  | 230,000 | 230,000
Other reserves |  | 12,561 | 12,052
Reserve for indivisible profit |  | 77,332 | 37,796
Reserve for actuarial gains/(losses) |  | (5,161) | (5,647)
Translation reserve |  | 256 | 278
Profit/(loss) for the year |  | 59,326 | 80,855
SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE GROUP |  | 374,314 | 355,334
SHAREHOLDERS' EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTEREST |  | 36,187 | 20,826
TOTAL SHAREHOLDERS' EQUITY | 21 | 410,501 | 376,160
NON-CURRENT LIABILITIES |  |  |
Payables to banks | 22 | 52,214 | 91,758
Bond loan | 23 | 647,319 | 645,848
Financial payables | 24 | 56,743 | 89
Lease liabilities | 24 | 17,913 | 12,968
of which: Related Parties | 24 | — | 15
Payables for funded investments | 25 | 19,913 | 16,413
of which: Related Parties | 25 | 4,786 | 10,565
Other liabilities | 27 | 38,005 | 36,657
of which: Related Parties | 27 | 10,568 | 10,824
Deferred tax liabilities | 15 | 2,952 | —
Provisions for risks and charges | 28 | 65,923 | 69,827
Post-employment benefits | 29 | 17,415 | 18,941
TOTAL NON-CURRENT LIABILITIES |  | 918,397 | 892,501
CURRENT LIABILITIES |  |  |
Payables to banks | 22 | 181,209 | 56,785
Bond loan | 23 | 962 | 961
Financial payables | 24 | 19,401 | 30,071
of which: Related Parties | 24 | 16,944 | 27,035
Lease liabilities | 24 | 6,938 | 7,963
of which: Related Parties | 24 | — | 79
Payables for funded investments | 25 | 111,944 | 82,200
of which: Related Parties | 25 | 109,455 | 75,327
Trade payables | 30 | 543,797 | 513,693
of which: Related Parties | 30 | 15,460 | 13,790
Current tax payables | 31 | 783 | 4,504
Tax payables | 31 | 6,547 | 4,427
Other liabilities | 32 | 113,611 | 73,938
of which: Related Parties | 32 | 58,111 | 21,414
Provisions for risks and charges | 28 | 36,608 | 69,264
TOTAL CURRENT LIABILITIES |  | 1,021,800 | 843,806
Liabilities related to assets held for sale |  | — | —
TOT. LIABILITIES AND SHAREHOLDERS' EQUITY |  | 2,350,698 | 2,112,467

Financial Report as at 31 December 2024 | page 198

| FNM Group

CONSOLIDATED INCOME STATEMENT FOR THE YEAR
2024

Amounts in EUR thousands | Notes | 2024 | 2023
Revenues from sales and services | 33 | 574,789 | 564,560
of which: Related Parties | 33 | 181,680 | 199,039
Revenues from construction services – IFRIC 12 | 35 | 309,258 | 164,760
of which: Related Parties | 35 | 278,316 | 141,569
TOTAL REVENUES |  | 884,047 | 729,320
Grants | 34 | 29,636 | 15,030
of which: Related Parties | 34 | 8,121 | 7,688
Other income | 36 | 36,191 | 31,656
of which: Related Parties | 36 | 8,185 | 7,906
TOTAL REVENUES AND OTHER INCOME |  | 949,874 | 776,006
Raw materials, consumables and goods used | 37 | (34,289) | (31,370)
Service costs | 38 | (174,173) | (154,551)
of which: Related Parties | 38 | (9,188) | (11,641)
of which: non-recurring | 38 | (976) | (761)
Personnel costs | 39 | (183,039) | (163,959)
Depreciation, amortisation and write-downs | 40 | (136,292) | (105,899)
Write-down of financial assets and contract assets | 41 | (1,589) | (890)
Other operating costs | 42 | (47,308) | (56,725)
of which: Related Parties | 42 | (9) | (51)
of which: non-recurring | 42 | (8,930) | —
Costs of construction services – IFRIC 12 | 35 | (298,914) | (157,930)
TOTAL COSTS |  | (875,604) | (671,324)
EBIT |  | 74,270 | 104,682
Financial income | 43 | 16,581 | 14,344
of which: Related Parties | 43 | 6,224 | 8,350
of which: non-recurring | 43 | — | 4,493
Financial expenses | 44 | (30,894) | (19,869)
of which: Related Parties | 44 | (1,993) | (840)
of which: non-recurring | 44 | — | —
NET FINANCIAL INCOME (LOSS) |  | (14,313) | (5,525)
Net profit/loss of companies measured with the equity method | 45 | 13,276 | 6,358
Proceeds from the disposal of equity investments | 45 | 59,527 | —
Write-downs of equity investments | 45 | (49,758) | —
PROFIT/(LOSS) BEFORE TAX |  | 83,002 | 105,515
Income taxes | 46 | (23,399) | (23,517)
NET PROFIT / (LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS |  | 59,603 | 81,998
NET PROFIT FROM DISCONTINUED OPERATIONS | 47 | — | —
PROFIT (LOSS) FOR THE FINANCIAL YEAR |  | 59,603 | 81,998
Profit/(loss) attributable to NON-CONTROLLING Interest |  | 277 | 1,143
Profit/(loss) attributable to Parent Company Shareholders |  | 59,326 | 80,855
Profit/(loss) attributable to NON-CONTROLLING Interest for discontinued operations |  | — | —
Profit/(loss) attributable to Parent Company Shareholders for discontinued operations |  | — | —
Earnings per share attributable to Group Shareholders |  |  |
Basic earnings per share (EUR units) | 48 | 0.14 | 0.19
Diluted earnings per share (EUR units) | 48 | 0.14 | 0.19
Earnings per share attributable to Group Shareholders for discontinued operations |  |  |
Basic earnings per share (EUR units) | 48 | — | —
Diluted earnings per share (EUR units) | 48 | — | —

Financial Report as at 31 December 2024 | page 199

| FNM Group

CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME FOR THE YEAR 2024

Amounts in EUR thousands | Notes | 2024 | 2023
PROFIT (LOSS) FOR THE FINANCIAL YEAR |  | 59,603 | 81,998
Other components of companies consolidated on a line-by-line basis |  |  |
Post-employment benefit actuarial gain/(loss) | 29 | 693 | (601)
Tax effect | 15 | (194) | 168
Total components that will not be reclassified in the operating result |  | 499 | (433)
Fair value measurement of derivatives | 24 | (104) | 71
Tax effect | 15 | 25 | (17)
Total components that will be reclassified in the operating result |  | (79) | 54
Total companies consolidated on a line-by-line basis |  | 420 | (379)
Other components of companies measured with the equity method |  |  |
Post-employment benefit actuarial gain/(loss) of companies measured with the equity method |  | 56 | 81
Total components that will not be reclassified in the operating result | 10 | 56 | 81
Fair value measurement of derivatives |  | 706 | (1,337)
Gains/(Losses) arising from the translation of Financial Statements of foreign companies |  | (22) | 78
Total components that will be reclassified in the operating result | 10 | 684 | (1,259)
Total companies measured with the equity method |  | 740 | (1,178)
Total Other Comprehensive Income | 50 | 1,160 | (1,557)
TOTAL COMPREHENSIVE PROFIT/(LOSS) FOR THE YEAR |  | 60,763 | 80,441
Comprehensive profit/(loss) attributable to Non-Controlling Interest |  | 324 | 1,081
Comprehensive profit/(loss) attributable to Parent Company Shareholders |  | 60,439 | 79,360

Financial Report as at 31 December 2024 | page 200

| FNM Group

STATEMENT OF CHANGES IN CONSOLIDATED
SHAREHOLDERS' EQUITY

Amounts in EUR thousands | Share capital | Other reserves | Indivisible Profit/Loss | Reserve for actuarial gains/losses | Translation reserve | Profit/Loss for the year | Shareholders' Equity attributable to the Group | Shareholders' Equity attributable to Non- Controlling Interest | Total Shareholders' equity
Balance as at 01.01.2023 | 230,000 | 13,335 | (22,721) | (5,357) | 200 | 68,476 | 283,933 | 22,980 | 306,913
Profit for the year |  |  |  |  |  | 80,855 | 80,855 | 1,143 | 81,998
Other changes in profit or loss |  | (1,283) |  | (290) | 78 |  | (1,495) | (62) | (1,557)
Total Comprehensive Income | — | (1,283) | — | (290) | 78 | 80,855 | 79,360 | 1,081 | 80,441
Allocation of profit 2022 | — | — | 40,875 | — | — | (40,875) | — |  | —
Change in the scope of consolidation | — | — | — | — | — | — | — | — | —
Balance as at 31.12.2023 | 230,000 | 12,052 | 37,796 | (5,647) | 278 | 80,855 | 355,334 | 20,826 | 376,160
Profit for the year |  |  |  |  |  | 59,326 | 59,326 | 277 | 59,603
Other changes in profit or loss |  | 649 |  | 486 | (22) |  | 1,113 | 47 | 1,160
Total Comprehensive Income | — | 649 | — | 486 | (22) | 59,326 | 60,439 | 324 | 60,763
Allocation of profit 2023 | — | — | 80,855 | — | — | (80,855) | — | — | —
Distribution of dividends | — | — | (10,000) | — | — | — | (10,000) | — | (10,000)
Put Option variation | — | — | (31,319) | — | — | — | (31,319) | — | (31,319)
Change in the scope of consolidation | — | (140) | — | — | — | — | (140) | 15,037 | 14,897
Balance as at 31.12.2024 | 230,000 | 12,561 | 77,332 | (5,161) | 256 | 59,326 | 374,314 | 36,187 | 410,501
Notes | 21 | 21 | 21 | 50 | 50 | 21 | 21 | 21 | 21

Financial Report as at 31 December 2024 | page 201

| FNM Group

CONSOLIDATED STATEMENT OF CASH FLOWS

Amounts in EUR thousands | Notes | 31/12/2024 | 31/12/2023
Cash flow from operating activities |  | Total | Total
Operating result |  | 59,603 | 81,998
Income taxes | 46 | 23,399 | 23,517
Net profit/loss of companies measured with the equity method | 45 | (13,276) | (6,358)
Amortisation of intangible assets for the period | 7 | 80,738 | 60,211
Depreciation of property, plant and machinery for the year | 6 | 42,814 | 37,695
Amortisation of the exercise of rights of use | 8 | 8,463 | 6,725
Impairment of non-current non-financial assets | 7 | 4,277 | 1,268
Provisions for risks and charges | 28 | 13,964 | 36,870
Releases of provisions for risks and charges | 28 | (7,518) | (8,428)
Provision for bad debts | 17 | 878 | 890
Income from disposal of equity investments | 45 | (59,527) | —
Write-downs of equity investments | 45 | 49,758 | —
Gains/(Losses) from disposal of non-current non-financial assets | 36 | (24) | 42
Write-down of contractual assets | 14 | 681 | —
Releases of provision for bad debts | 17 | (94) | (62)
Gains from disposal of assets held for sale | 43 | — | (443)
Capital grants for the year | 34 | (4,547) | (4,131)
Other non-monetary expenses | 42 | 8,930 | —
Financial income | 43 | (16,581) | (13,712)
Financial expenses | 44 | 30,894 | 19,680
Cash flow from income activities |  | 222,832 | 235,762
Net change in the provision for post-employment benefits | 29 | (1,950) | (2,701)
Net change in provision for risks and charges | 28 | (11,109) | (25,457)
Increased in contractual assets |  | (144) | —
(Increase)/Decrease in trade receivables | 17 | 29,674 | (18,758)
Increase in inventories | 16 | (1,012) | (1,295)
Decrease in other receivables | 18 | 9,976 | 15,441
Increase/(Decrease) in trade payables | 30 | (14,600) | 11,592
Decrease in other liabilities | 32 | (3,561) | (972)
Payment of taxes |  | (34,108) | (30,919)
Total cash flow from operating activities |  | 195,998 | 182,693
Cash flow from/(for) investing activities |  |  |
Investments in intangible assets with own funds | 7 | (2,147) | (5,233)
Investments in property, plant and equipment with own funds | 6 | (86,692) | (42,938)
Increase/(Decrease) in trade payables for investments with own funds | 13 | 13,424 | (16,304)
Collection of grants on investments with own funds |  | 10,630 | 4,579
Gross investments in assets freely revertible for motorway infrastructure | 14 | (28,946) | (37,291)
Payment of capitalised financial expenses on motorway infrastructure |  | (270) | (300)
Collection of motorway infrastructure investment fee | 13 | 22,061 | 8,873
Gross funded rolling stock investments “Rolling Stock 2017-2032” |  | (295,699) | (274,196)
Collection of investment fee for "Rolling Stock 2017-2032" | 13 | 257,352 | 326,122
Gross funded railway infrastructure investments 1 |  | (281,007) | (147,089)
Collection of railway infrastructure investment fee 1 |  | 364,941 | 221,293
Disposal value of property, plant and machinery | 6 | 582 | 871
Other equity investments | 10 | (3,044) | (1,309)
Collection from the disposal of other equity investments | 10 | 102 | 600
Dividends distributed by investees measured with the equity method | 10 | 3,017 | 4,581
Other changes in financial receivables | 11 | 844 | 148

Financial Report as at 31 December 2024 | page 202

| FNM Group

Interest income collected |  | 10,317 | 5,345
Time deposit collection | 11 | — | 6,767
Loan disbursement to investee companies | 11 | (2,800) | (3,000)
Loan repayment by investees | 20 | 83 | 6,938
VIRIDIS acquisition net of cash held |  | (53,506) | —
Nordcom acquisition net of cash held |  | (8,299) | —
Acquisition of other equity investments net of cash held |  | (2,544) | —
Collection from the disposal of assets held for sale |  | 185 | 5,500
Total cash flow from investing activities |  | (81,416) | 63,957
Cash flow from/(for) financing activities |  |  |
Repayment of leasing payables | 24 | (14,762) | (7,619)
New loans | 22 | 120,000 | 4,740
Loan repayment | 22 | (80,378) | (55,315)
Other interest expenses paid |  | (17,293) | (9,804)
Decrease in other financial liabilities | 24 | (2,761) | (5,533)
Dividends paid out to FNM shareholders | 21 | (10,000) | (10,003)
Interest paid on bond loan | 23 | (4,875) | (4,875)
Third-party contributions to the share capital of subsidiaries |  | 541 |
Total cash flow for financing activities |  | (9,528) | (88,409)
Liquidity generated (+) / absorbed (-) |  | 105,054 | 158,241
Cash and cash equivalents at the start of the year | 20 | 395,245 | 236,928
IFRS 9 effects on cash and cash equivalents | 20 | (854) | 76
Cash and cash equivalents at the end of the year | 20 | 499,445 | 395,245
Liquidity generated (+) / absorbed (-) |  | 105,054 | 158,241

1 The values also include rolling stock other than “Rolling Stock 2017-2032”.

Financial Report as at 31 December 2024 | page 203

| FNM Group

FNM S.p.A.
Registered Office in Piazzale Cadorna, 14 – 20123 Milan
Share Capital EUR 230,000,000.00 fully paid up
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
for the year ended 31/12/2024
NOTES 1
GENERAL INFORMATION
GROUP OPERATIONS
FNM is the leading integrated sustainable mobility group in Lombardy. It is the first organisation in Italy
to combine railway infrastructure management with road transport and motorway infrastructure
management in order to offer an innovative model for managing mobility supply and demand that
optimises flows and is environmentally and economically sustainable.
The companies of the FNM Group (hereinafter the “Group”) carry out their activities primarily in
management of rail and motorway infrastructure, in the road passenger transport sector (including
sustainability mobility), in the management of Ro.S.Co activities and the central activities carried out by
the company FNM (hereinafter also the "Parent Company” or “FNM”), as well as the management of
photovoltaic plants; in particular, the Report on Operations, section 6 “Structure and business sectors
of the Group as at 31 December 2024" and 9 “Operating performance of the business segments”
analyse the activities carried out by the Group. Reference is made to Note 5 “Segment reporting” for a
more detailed analysis of the effect on segment disclosure of valuation using the “Equity method” of
equity investments in joint ventures and associates operating in particular in the rail passenger
transport, motorway transport and rail freight transport sectors.
The Parent Company FNM S.p.A., domiciled in P.le Cadorna, 14 – MILAN (Italy) is listed on the Standard
Class 1 market of Milan (ISIN IT0000060886).
FORM AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS
These Consolidated Financial Statements, prepared in compliance with CONSOB provisions in
Resolution no. 11971/1999 as amended, including in particular provisions introduced by Resolutions
no. 14990 of 14 April 2005 and no. 15519 of 27 July 2006, contain the financial statements and notes
relative to the Company, produced on the basis of international accounting standards (IFRS) issued by
the IASB (International Accounting Standards Boards) and adopted by the European Union. IFRS mean all
“International Financial Reporting Standards”, all “International Accounting Standards” (IAS) and all
interpretations of the “International Financial Reporting Standards Interpretations Committee” (IFRS IC,
formerly IFRIC), previously called the “Standards Interpretations Committee” (SIC). In particular, IFRS were
adopted in a manner consistent with all periods presented in this document.
These Consolidated Financial Statements were prepared on a going concern basis, as the Directors
verified that no indicators of a financial, management or other nature exist indicating criticalities as to
the Group's ability to meet its obligations in the foreseeable future. Business risks and uncertainties are
described in relative sections in the Management Report. Note 51 “Risk Management” describes how
the Group manages financial risks, including liquidity and capital risk.
The present draft financial statements were prepared and authorised for publication by the Board of
Directors of the Company in the course of its meeting of 24 March 2025.

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PRESENTATION OF THE FINANCIAL STATEMENTS
The following presentation of the financial statements was adopted:
a) in the Consolidated Statement of Financial Position, assets and liabilities are entered as current
or non-current items; an asset/liability is classified as current when it meets one of the following
criteria:
– it is expected to be realised/settled or to be sold/used in the entity's normal operating cycle
or
– it is held primarily for the purpose of trading or
– it is expected to be realised/settled within 12 months after the reporting period.
– it is cash or cash equivalents (as defined in IAS 7) unless it is precluded from being
exchanged or used to settle a liability for at least 12 months after the balance sheet date.
If these four conditions are not met, the assets/liabilities are classified as non-current.
b) in the Consolidated Income Statement, positive and negative income components are stated by
nature;
c) in Other Consolidated Comprehensive Income, all changes in Other comprehensive profit (loss),
in the year, generated by transactions other than those carried out with Shareholders and
based on specific IAS/IFRS are recognised. These changes are presented in a separate
statement from the Income Statement. Changes in Other consolidated comprehensive income
are recognised net of related tax effects, separately indicating components that will be
recorded in subsequent years in the income statement, and components for which no
recognition in the income statement is expected, pursuant to IAS 1R in effect since 1 January
2013. Moreover, as provided for by the amendment to IAS 1 – Disclosure Initiative, applicable
from years starting on or after 1 January 2016 (Note 2 “Accounting standards and measurement
criteria”), the portion of Other Comprehensive Income (“OCI”) of associates and joint venture
consolidated with the equity method was already presented in aggregate form in a single item,
broken down in turn into components which could be reclassified in the future in the income
statement;
d) the Consolidated Statement of Changes in Equity, as required by international accounting
standards, provides separate evidence of income for the period and any other change not
recorded in the Consolidated Income Statement, but directly recognised as Other consolidated
comprehensive income based on specific IAS/IFRS, as well as transactions with Shareholders, in
their capacity as Shareholders;
e) the Consolidated Statement of Cash Flows has been prepared using the indirect method.
With reference to CONSOB resolution no. 15519 of 27 July 2006, related-party transactions are
indicated separately in the consolidated statement of financial position and consolidated income
statement, given their significance. With reference to the above resolution, income and expenses
arising from non-recurrent transactions or events that are not repeated frequently during normal
activities are indicated separately in the consolidated income statement; non-recurrent transactions
are identified in Note 53 “Non recurring events and significant transactions”, using internal
management criteria in the absence of reference standards, and this identification might differ from
that adopted by other Issuers or operators in the sector.
Lastly, with reference to disclosure required by IFRS 8, the main information refers to the operating
segments “Ro.S.Co.”, “Railway Infrastructure”, “Motorways” “Mobility and services” (including
Sustainable Mobility) and "Energy” (Note 5 “Segment reporting”).
Compared to the previous year, the start-up subsidiaries FNMPAY and FNM Power were reclassified
from the 'Ro.S.Co.' sector to the 'Mobility and Services' and 'Energy' sectors. In view of the start-up
phase of the companies and their reduced contribution to the consolidation, particularly in the financial
year 2023, the restatement of the previous year's segments has not been reported.
NOTES 2
ACCOUNTING STANDARDS AND MEASUREMENT CRITERIA

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In preparing these Consolidated Financial Statements, the same accounting standards and
measurement criteria used to prepare the Consolidated Financial Statements at 31 December 2024
were used, supplemented as described in the section "IFRS accounting standards, amendments and
interpretations adopted from 1 January 2023”.
Areas requiring a greater degree of discretion and significant assumptions and estimates are reported
in Note 4 "Items subject to significant assumptions and estimates".
All amounts in the Consolidated Financial Statements are in thousands of euros, unless indicated
otherwise.
IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED FROM 1
JANUARY 2024
The following IFRS accounting standards, amendments and interpretations were adopted for the first
time by the Group, starting from 1 January 2024:
• On 23 January 2020, the IASB published an amendment entitled “Amendments to IAS 1 Presentation
of Financial Statements: Classification of Liabilities as Current or Non-current” and on 31 October 2022,
it published an amendment entitled “Amendments to IAS 1 Presentation of Financial Statements: Non-
Current Liabilities with Covenants” . The purpose of these amendments is to clarify how to classify
payables and other short-term or long-term liabilities. In addition, the amendments also improve
the disclosures that an entity must make when its right to defer settlement of a liability for at least
twelve months is subject to compliance with certain parameters (i.e. covenants). The adoption of
these amendments did not have any effects on the Consolidated Financial Statements of the
Group.
• On 22 September 2022, the IASB published an amendment entitled “Amendments to IFRS 16 Leases:
Lease Liability in a Sale and Leaseback”. The document requires the seller-lessee to value the lease
liability arising from a sale & leaseback transaction so as not to recognise income or a loss relating
to the right of use retained. The adoption of these amendments did not have any effects on the
Consolidated Financial Statements of the Group.
• On 25 May 2023, the IASB published an amendment entitled “Amendments to IAS 7 Statement of
Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements”. The
document requires an entity to provide additional information on the reverse factoring
arrangements that enable users of Financial Statements to assess how financial arrangements
with suppliers may affect the entity's liabilities and cash flows and to understand the effect of
those arrangements on the entity's exposure to liquidity risk. The adoption of these amendments
did not have any effects on the Consolidated Financial Statements of the Group.
IFRS AND IFRIC ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ENDORSED BY
THE EUROPEAN UNION, NOT YET APPLICABLE AND NOT ADOPTED IN ADVANCE BY THE GROUP AT
31 DECEMBER 2024
• On 15 August 2023, the IASB published an amendment entitled “Amendments to IAS 21 - The Effects
of Changes in Foreign Exchange Rates: Lack of Exchangeability”. The document requires an entity to
apply a consistent methodology for verifying whether one currency can be converted into another
and, when this is not possible, how to determine the exchange rate to be used and the disclosures
to be made in the Notes to the Financial Statements. The amendment will apply as from 01
January 2025, but early adoption is permitted. The Directors do not expect the adoption of this
amendment to have a significant effect on the Consolidated Financial Statements of the Group.
IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET ENDORSED BY
THE EUROPEAN UNION
At the end of the reporting period, competent bodies of the European Union had not completed the
approval process necessary to adopt the amendments and standards described below.
• On 30 May 2024, the IASB published the document “Amendments to the Classification and
Measurement of Financial Instruments—Amendments to IFRS 9 and IFRS 7″. The document clarifies
some problematic aspects that emerged from the post-implementation review of IFRS 9, including

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the accounting treatment of financial assets whose returns vary with the achievement of ESG
objectives (i.e. green bonds). Specifically, the changes aimed to:
◦ clarify the classification of financial assets with variable returns and linked to environmental,
social and governance (ESG) objectives and the criteria to be used for the assessment of the
SPPI test;
◦ determine that the date of settlement of liabilities through electronic payment systems is the
date on which the liability is extinguished. However, an entity is permitted to adopt an
accounting policy to allow a financial liability to be derecognised before delivering cash on
the settlement date under certain specified conditions.
With these amendments, the IASB also introduced additional disclosure requirements with regard
to investments in equity instruments designated as FVOCI. The amendments will apply to Financial
Statements for financial years beginning on or after 01 January 2026. The Directors do not expect
the adoption of this amendment to have a significant effect on the Consolidated Financial
Statements of the Group.
• On 18 July 2024, the IASB published a document entitled “Annual Improvements Volume 11”. The
document includes clarifications, simplifications, corrections and changes to improve the
consistency of several IFRS Accounting Standards. The modified standards are:
◦ IFRS 1 First-time Adoption of International Financial Reporting Standards;
◦ IFRS 7 Financial Instruments: Disclosures and related guidance on the implementation of IFRS
7;
◦ IFRS 9 Financial Instruments;
◦ IFRS 10 Consolidated Financial Statements; and
◦ IAS 7 Statement of Cash Flows.
The amendments will apply as from 1 January 2026, but early adoption is permitted. The Directors
do not expect the adoption of these amendments to have a significant effect on the Consolidated
Financial Statements of the Group.
• On 18 December 2024 the IASB published an amendment entitled “Contracts Referencing Nature-
dependent Electricity – Amendment to IFRS 9 and IFRS 7”. The document aims to support entities in
reporting the financial effects of renewable electricity purchase agreements (often structured as
Power Purchase Agreements). On the basis of these contracts, the amount of electricity generated
and purchased can vary depending on uncontrollable factors such as weather conditions. The IASB
made targeted amendments to IFRS 9 and IFRS 7. The amendments include:
◦ a clarification regarding the application of the 'own use' requirements to this type of contract;
◦ the criteria for allowing such contracts to be accounted for as hedging instruments; and,
◦ new disclosure requirements to enable users of financial statements to understand the
effect of these contracts on an entity's financial performance and cash flows.
The amendment will apply as from 1 January 2026, but early adoption is permitted. The Directors
do not expect a significant effect on the consolidated financial statements of the Group.
• On 9 April 2024, the IASB published a new standard IFRS 18 Presentation and Disclosure in Financial
Statements, which will replace IAS 1 Presentation of Financial Statements. The new standard aims to
improve the presentation of the Financial Statements, with particular reference to the Income
Statement. In particular, the new standard requires entities to:
◦ classify revenues and expenses into three new categories (operating section, investment
section and financial section), in addition to the tax and discontinued operations categories
already present in the Income Statement;
◦ present two new sub-totals, operating result and earnings before interest and taxes (i.e.
EBIT).
The new standard also:
◦ requires more information on the performance indicators defined by management ;
◦ introduces new criteria for the aggregation and disaggregation of information; and,

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◦ introduces a number of changes to the format of the Statement of Cash Flows, including the
requirement to use the operating result as the starting point for the presentation of the
Statement of Cash Flows prepared using the indirect method and the elimination of certain
classification options for some items that currently exist (such as interest paid, interest
received, dividends paid and dividends received).
The new standard will apply as from 01 January 2027, but early adoption is permitted. The
Directors are currently evaluating the possible effects of the introduction of this new standard on
the Consolidated Financial Statements of the Group.
• On 9 May 2024, the IASB published a new standard IFRS 19 Subsidiaries without Public
Accountability: Disclosures. The new standard introduces some simplifications with regard to the
disclosure required by the IFRS Accounting Standard in the financial statements of a subsidiary that
meets the following requirements:
◦ it has not issued equity or debt instruments listed on a regulated market and is not in the
process of issuing them;
◦ it has its own parent company that prepares Consolidated Financial Statements in
accordance with IFRS.
The new standard will apply as from 01 January 2027, but early adoption is permitted. The
Directors do not expect the adoption of this amendment to have a significant effect on the
Consolidated Financial Statements of the Group.
NOTES 3
SCOPE AND PRINCIPLES OF CONSOLIDATION
Principles of consolidation
As stated in section 6 of the Management Report, the Group scope changed compared to 31 December
2023, as:
1. on 23 February 2024, the acquisition of 80% of the share capital of Viridis Energia S.p.A. and its
wholly-owned subsidiaries (hereinafter collectively referred to as 'Viridis') was finalised. The
remaining portion of the share capital is 13.33% held by Lagi Energia 2006 S.r.l. and 6.67% by
HNF S.p.A. Thanks to this acquisition, the FNM Group also operates in the renewable energy
production sector.
The net assets acquired, in the amount of EUR 62,918 thousand, were recognised at the book
values, specifically adjusted to IAS/IFRS, which were reported in Viridis' Consolidated Financial
Statements at the date of the transaction. The difference of EUR 43,629 thousand with the price
paid to acquire 80% of Viridis, amounting to EUR 93,963 thousand (including the estimated
future Earn-out of EUR 13,937 thousand) has been recognised following the purchase price
allocation activities finalised, as defined by IFRS 3.
The consideration for the transaction can be detailed as follows:

Amounts in EUR thousands |
Provisional consideration valued at the acquisition date | 93,963
Variable deferred consideration not yet paid (Earn-Out) | 13,937
Consideration paid at the date of acquisition | 80,026
Viridis Group cash at the date of acquisition | 26,069
Net cash flow absorbed by investing activities | 53,957

It should be noted that the estimated variable consideration at the acquisition date was EUR
30,737 thousand of which EUR 16,800 thousand had already been paid at the acquisition date
as an advance and EUR 13,937 thousand was recognised as deferred variable consideration in
financial payables at initial recognition.
61 The COD is the date of entry into production and grid connection for each power plant.

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The currently available information is provided below following the definition of the recognition
of the above business combination with the identification and measurement of the assets and
liabilities acquired:

Amounts in EUR thousands | Carrying amount at the acquisition date | Fair Value Adjustment | Fair Value defined at the date of acquisition
Intangible assets | 119 | 37,310 | 37,429
Property, plant and machinery | 79,985 | (24,799) | 55,186
Rights-of-use | 12,390 | 748 | 13,138
Other non-current assets | 3,904 | — | 3,904
Current assets | 13,400 | — | 13,400
Cash and cash equivalents | 26,069 | — | 26,069
Payables to banks | (45,819) |  | (45,819)
Financial debts and lease liabilities | (16,544) |  | (16,544)
Other current and non-current liabilities (including deferred taxes) | (10,586) | (3,699) | (14,285)
Net value of identifiable assets | 62,918 | 9,560 | 72,478
of which pertaining to the Group | 50,334 | 7,648 | 57,982
of which pertaining to minority shareholders | 12,584 | 1,912 | 14,496
Goodwill |  |  | 35,981
Net value of assets purchased |  |  | 108,459
of which pertaining to the Group |  |  | 93,963
of which pertaining to minority shareholders |  |  | 14,496

Adjustments made to book values when measuring assets and liabilities acquired at fair value
relate to the following items:
i. intangible assets: related to the acquisition of authorisations;
ii. property, plant and equipment: related to photovoltaic plants for EUR -27,436 thousand
and biogas plants for EUR 2,637 thousand;
iii. right of use: relating to surface rights;
iv. other liabilities: relating to deferred taxation on identified capital gains.
Minority interests in the Viridis Group were recognised on the basis of the pro-rata share of the
value of the net assets recognised for the acquired company in line with paragraph 19b of IFRS
3.
The deferred price of EUR 13,937 thousand was determined on the basis of MW under
development that will reach the Commercial Operating Date 61 ('COD') in 2029, based on the
valuation of EUR 200,000/MW up to a maximum of 500 MW.
The total 100% Earn-Out on projects under development estimated at the date of acquisition
amounts to EUR 43,404 thousand undiscounted, (equal to 217.1 MW*EUR 200 thousand) and
will be payable from when an amount equal to the down payment already paid has accrued. In
fact, the term sheet provides for EUR 21,000 thousand (100% share) as an Earn-Out advance,
based on the assumption that at least 105 MW of capacity of the development projects will
reach COD. The Earn-Out advance paid pro-rata (80%) therefore amounted to EUR 16,800
thousand.
The outstanding advance payment amounts to EUR 17,421 thousand (discounted with a WACC
of 5.9%) of which EUR 13,937 thousand is equal to the 80% share, which will be paid from the
financial year 2026 to the end of the financial year 2029 in relation to the MW in operation.
62 The acquisition of 100% of the company Tau Solar S.r.l. does not fall within the scope of IFRS 3 as it is a non-operational
company.

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After the acquisition, Viridis made the following acquisitions:
– on 5 June 2024, 100% of the share capital of Tau Solar S.r.l. (subsequently merged in
VRD 28.1 S.r.l.), purchase price paid of EUR 442 thousand, which did not qualify as a business
combination 62 and therefore resulted in the recognition of plant-related work in progress in the
amount of EUR 434 thousand;
– on 6 June 2024, 100% of the share capital of B&ER Energia S.r.l. (subsequently merged in
VRD 28.1 S.r.l.), purchase price paid of EUR 1,430 thousand, which resulted in the recognition of
plant-related work in progress in the amount of EUR 737 thousand;
– in October 2024, 100% of the share capital of Marina Green S.r.l. (subsequently merged
in VRD 28.1 S.r.l.), purchase price paid of EUR 340 thousand, which resulted in the recognition
of plant-related work in progress in the amount of EUR 330 thousand;
– on 6 December 2024, 100% of the share capital of ETA Solar S.r.l., purchase price paid of
EUR 640 thousand, which resulted in the recognition of plant-related work in progress in the
amount of EUR 631 thousand;
2. on 15 July 2024, following the resolution of the FNM Board of Directors of 25 June 2024, the
purchase from the TIM Group of 2,100,000 ordinary shares of Nordcom, corresponding to 42%
of the share capital, was completed. FNM thus became the sole shareholder of Nordcom,
increasing its shareholding to 100%.
The transaction was finalised upon payment of EUR 8,316 million by way of consideration for
the sale of the 42% shareholding, drawing on current available funds and without making use of
external financing.
Information is provided below on the definition of the accounting for this business
combination:

Amounts in EUR thousands | Nordcom (IAS) 15/07/2025
Shareholders’ equity at the date of acquisition | 16,307
Purchase value of the investment | 8,316
100% valuation at fair value based on purchase price | 19,746
Goodwill | 3,439
Carrying value of the investment prior to minority purchase | 9,285
Capital gain | 2,178

Subsidiaries are considered to be those where the Group simultaneously has the following three
factors: (a) has power; (b) is exposed to, or has the rights to, variable returns arising from its
involvement with said entity; (c) has the capacity to use power to influence the amount of such variable
returns.
The financial statements of consolidated companies are prepared by the Boards of Director for
approval by the Shareholders' Meetings, suitable aligned to IAS/IFRS and Group policies.
The Financial Statements of subsidiaries were consolidated on a line-by-line basis.
With this method, the total amount of assets, liabilities, costs and revenues is recorded (regardless of
the scale of the equity investment held), and the portion of Shareholders' Equity and profit for the year
are attributed to Non-Controlling Interest in specific items of the Consolidated Financial Statements.
Intergroup transactions and profit not realised between Group companies are eliminated.
Unrealised losses are also eliminated, unless the transaction provides evidence of an impairment loss
of the asset.

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As regards procedures for the valuation of joint ventures, FNM S.p.A., in preparing Consolidated
Financial Disclosure, measures the joint venture investees Trenord S.r.l. (and the investee company
TILO S.A.), NORD ENERGIA S.p.A. in liquidazione (in liquidation), Omnibus Partecipazioni S.r.l. (and its
investee company ASF Autolinee S.r.l.) and Mbility S.r.l. with the “equity method”.
The associated companies DB Cargo Italia S.r.l., Autostrada Pedemontana Lombarda S.p.A. (hereinafter
“APL”), Tangenziali Esterne di Milano S.p.A., BusForFun.com S.r.l. and Sportit S.r.l. were also measured
by applying the "equity method".
Joint ventures are investments in companies in which the Group exercises joint control with another
investor. In joint ventures, activities are developed with a specialist partner, with whom financial
decisions about significant operations are shared, also backed up by shareholder agreements and by
the articles of association in which joint control of the investees is established, even when FNM holds
the majority of voting rights, as in the case of the investee NORD ENERGIA S.p.A. in liquidazione.
The economic results of joint ventures or associates are therefore recognised in the consolidated
income statement under the item "Net profit of companies measured with the equity method”. A brief
analysis of the nature of costs and revenues of joint ventures, and additional information required by
IFRS 12, are given in Note 45.
Reference is made to Annex 1 for information on the list of companies included in the scope of
consolidation (including the companies measured with the equity method), their registered office,
percentages held, type of control and consolidation method adopted.
Business combinations
Business combinations are recognised according to the acquisition method. According to this method,
the consideration transferred in a business combination is measured at fair value, calculated as the
sum of the fair values of the transferred assets and liabilities undertaken by the Group at the
acquisition date and the equity instruments issued in exchange for control of the purchased entity.
Costs related to the transaction are generally recognised in the income statement when they are
incurred.
At the acquisition date, identifiable acquired assets and liabilities undertaken are measured at the fair
value at the acquisition date; the following items are an exception, which instead are measured
according to their reference standard:
• deferred tax assets and liabilities;
• assets and liabilities for employee benefits;
• liabilities or equity instruments relative to share-based payments of the purchased entity or share-
based payments relative to the Group issued to replace contracts of the acquired entity;
• assets held for sale and discontinued assets and liabilities;
• assets and liabilities relating to leasing agreements.
Goodwill is determined as the excess between the sum of amounts transferred in a business
combination, the value of equity attributable to non-controlling interest and the fair value of any
investment previously held in the acquired entity compared to the fair value of net assets acquired and
liabilities undertaken at the acquisition date. If the value of net assets acquired and liabilities
undertaken at the acquisition date exceeds the sum of amounts transferred, the value of shareholders'
equity attributable to non-controlling interest and the fair value of any investment previously held in the
acquired entity, this excess is immediately recognised in the income statement as income arising from
the completed transaction.
Shareholders' equity attributable to non-controlling interest, may be measured at fair value or at the
pro-quota of the value of net assets recognised for the acquired company. The measurement method
is selected for each transaction.
In the case of the acquisition of a subsidiary in stages, IFRS 3 (2008) establishes that a business
combination occurs only when control is acquired and, at this stage, all identifiable net assets of the
acquired company must be measured at fair value.
In the acquisition of a subsidiary where control is acquired in stages, the investment previously held,
recognised up until that time according to IAS 9 – Financial instruments: or according to IAS 28 –
Investments in associates or according to IFRS 11 – Joint arrangements, must be treated as if it had been
sold and re-purchased at the date when control is acquired. This investment must therefore be

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measured at its fair value at the date of "disposal" and losses and gains resulting from this
measurement must be recognised in the income statement.
PROPERTY, PLANT AND MACHINERY
The assets included under the heading 'Property, Plant and Equipment' are mainly composed of:
a) land;
b) buildings;
c) plant and machinery;
d) rolling stock (trains, buses).
Property, plant and equipment may be owned and may be funded by grants or specific public funds.
Own property, plant and equipment are recognised at purchase or production cost including directly
related costs. The cost is reduced by depreciation, apart from land, which is not depreciated, and write-
downs. If funded by government grants, property, plant and equipment are recognised including the
grant, which is entered in the item "Other liabilities" according to criteria indicated in the accounting
standard "Government grants".
Depreciation is calculated on a straight-line basis using percentages that reflect the economic and
technical deterioration of the asset. Depreciation is calculated when the asset becomes available for
use according to Management's intentions.
Significant parts of tangible assets that have different useful lives are recognised separately and
depreciated based on their useful life.
The useful lives and residual values are revised annually at the end of the reporting period.
Useful lives are as follows:
Buildings: 50 years
Plant and machinery: 4 -16 years
Rolling stock (trains): 15 - 25 years
Rolling stock (buses): 4 - 15 years
If an impairment loss is recorded, the property, plant or equipment is written down according to
criteria indicated below in the section “Impairment loss of intangible assets, property, plant and
equipment and investments”.
PROPERTY ASSETS
Property assets are represented by assets held for rent income or to appreciate their value.
In compliance with the provisions of IAS 40, the Group opted for the measurement of these assets at
cost, net of amortisation, depreciation and write-downs, similar to the treatment of tangible fixed
assets and, in view of their limited significance, are not shown in a separate line of balance sheet assets
from the item “Property, plant and equipment”.
IFRS 16 LEASES
The accounting standard IFRS 16 introduced a new definition of leases based on control of the
underlying asset, i.e. the right to use an identified asset and to obtain substantially all of its economic
benefits through the management of the use of the asset itself, for a period of time in exchange for
consideration.
IFRS 16 provides a single accounting model for lease agreements, based on which the lessee must
recognise, as an asset, the right to use the leased asset (“Right of use”) as a contra entry to a liability
representing the financial obligation (“Financial liabilities for leased assets”) determined by discounting
the payments for the minimum guaranteed future lease payment, thus eliminating, for the lessee
(leases as lessee) the accounting distinction between operating and finance leases, as was instead
previously required by IAS 17.

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Accounting model for the lessee
The Group recognises in the statement of financial position the assets for the right of use and the
financial liabilities for leased assets, with the exception of low value assets under lease, i.e. having a new
value of less than EUR 5,000. Therefore, the Group recognises the payments due for the leases as cost
with a straight line criterion throughout the duration of the lease .
On the effective date of the lease, the Group recognises the asset for the right of use and the financial
liability for leased assets.
The asset for the right of use is initially measured at cost, and subsequently at cost less amortisation
and impairment losses, cumulated, and adjusted to reflect the write-backs of the lease liability.
The Group measures the financial liability for leased assets at the present value of the payment due for
the leases not paid as at the effective date, discounting them using the implied interest rate of the lease.
Whenever it is not possible to determine this rate easily, the Group uses the marginal lending rate.
Generally, the Group uses the marginal lending rate as the discounting rate. The financial liability for
leased assets is subsequently increased by the interest that accrue on said liability and decreased by
the payments due for the leases carried out and it is revalued in case of change in the future payments
due for the lease deriving from a change in the index or rate, in case of change of the amount the
Group expects to have to pay by way of guarantee on the residual value or when the Group changes its
valuation with reference to whether or not a buy, extension or termination option is exercised.
In determining the lease term any extension options were considered if under the Group's control and if
the Group has reasonable certainty that it will exercise them. Similarly, in cases where the extension
option is under the lessor's control, the non-cancellable lease period includes the period covered by the
lease termination option.
Accounting model for the lessor
The Group presents the underlying assets subject to operating leases in the statement of financial
position according to the nature of the underlying asset.
The Group recognises payments due for the concession of its assets under operating leases as income
on a basis that reflects the use of the underlying asset by classifying them under 'Revenue from sales
and services'.
The Group recognises the costs, including depreciation, incurred to realise the lease income in the
income statement.
The Group sub-leases to third parties the right of use of some leased assets for a duration prevalently
coinciding with that of the main agreement. The accounting principles applicable to the Group as lessor
do not deviate from those prescribed by IAS 17. However, when the Group acts as intermediate lessor,
sub-leases are classified referring to the asset for a right of use deriving from the main lease, rather than
to the underlying asset.
INTANGIBLE ASSETS
Intangible assets refer to costs, including related charges, incurred to purchase resources without
physical substance on condition that their amount can be reliably quantified, and the asset is clearly
identifiable and controlled by the Group.
Intangible assets are recognised at purchase or production cost including related costs and are
amortised based on their future use.
If an impairment loss is recorded, the intangible asset is written down according to criteria indicated
below in the section “Impairment losses of intangible assets, property, plant and equipment and
investments”.
On the basis of the contractual agreements (concessions) that fall within the scope of application of
IFRIC 12, the concessionaire operates as a provider of services relating to (i) the construction and/or
improvement of the infrastructure used to provide the public service and (ii) the management and
maintenance of the same, for a specific period of time. It follows that the activity of constructing and
improving infrastructure is similar to that of a construction company; therefore, during the period in
which these services are provided, revenues and costs from construction are recognised in the income
statement in accordance with IFRS 15. As established by IFRIC 12, in exchange for construction and/or

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improvement services rendered by the concessionaire, the granting body pays the concessionaire a
fee, to be recognised at fair value, which may consist of rights to: a) a financial asset, the so-called
financial asset model (adopted by the Group for FERROVIENORD's assets); or b) an intangible asset, the
so-called intangible asset model (adopted by the Group for MISE's assets).
In the intangible asset model, the concessionaire, in return for the infrastructure construction and
improvement services rendered, acquires the right to charge users for the use of the infrastructure.
Therefore, the concessionaire's cash flows are not guaranteed by the granting body, but are related to
the actual use of the infrastructure by users, thus entailing demand risk for the concessionaire. This is
the risk that revenues from the exploitation of the right to charge users for the use of the infrastructure
will not be sufficient to ensure a reasonable return on the investments made.
“Non-compensated assets" represent the Concessionaire's right to use the asset under concession in
consideration of the costs incurred to design and construct the asset. The value corresponds to the fair
value of planning and construction activities and is posted to the income statement as a contra-entry to
the item “Revenues from construction services - IFRIC 12". Moreover, the amount posted under "non-
compensated assets" is increased by the capitalised financial expenses - in compliance with the
requirements set out in IAS 23 - during the construction phase and net of collections of the
consideration for construction services.
Furthermore, the item includes the rights accrued against specific obligations to carry out
infrastructure expansion and upgrading construction services, for which no additional economic
benefits are expected. These rights are initially calculated and recognised at the fair value of the
construction services to be rendered in the future (equal to their present value, net of the portion
covered by grants, and excluding any financial charges to be incurred in the construction period) and
have as their contra-entry the "provision for commitments from agreements", in the same amount,
recognised in the liabilities section of the statement of financial position; the initial value of these rights
changes over time, as a result not only of amortisation but also of the periodic recalculation of the fair
value of the portion of construction services not yet rendered at year-end close.
Non-compensated assets are depreciated throughout the duration of the relative concession, with an
approach reflecting the estimated methods of consumption of the economic benefits incorporated into
the right. To this end, taking into account that the concessions owned by MISE concern mature
motorway infrastructures that have been in operation for many years and for which traffic variations
are substantially contained within a long-term horizon, depreciation is calculated on a straight-line
basis.
Depreciation starts from the moment when the non-compensated assets start producing the relative
economic benefits, whether related to motorway transit or to the recognition in the tariff by the
Granting Body of the investments made by the company.
With regard to assets reversible free of charge, the amortisation provision and the provision for
restoration or replacement expenses, considered as a whole, ensure adequate coverage of the
following charges:
• free transfer to the Granting Body at the expiry of the concession of reversible assets with a useful
life exceeding the duration of the concession;
• restoration and replacement of components subject to wear and tear of reversible assets;
• recovery of the investment also in relation to the new works forecast in financial plans.
Costs for the purchase of software licences, together with related costs, are capitalised and amortised
based on the expected useful lives represented by the licence duration (5 years). Amortisation starts
when the asset becomes available for use according to Management's intentions.
Other intangible assets are amortised based on their remaining useful life. Useful lives are mainly
estimated in five years.
EQUITY INVESTMENTS
Joint ventures are investments in companies in which the Group exercises joint control with another
investor. In joint ventures (identified in Attachment 1 to these notes), activities are developed with a
specialist partner, with whom financial decisions about significant operations are shared, also backed
up by shareholder agreements in which joint control of the investees is established, even when FNM

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holds the majority of voting rights. Section 6 of the management report "Group structure and business
segments" specifically analyses the activities carried out by joint ventures.
Investments in associates are investments in which the Group has a significant influence.
Investments in joint ventures and associates are measured using the equity method and are initially
recognised at cost. Investments include goodwill identified at the time of the acquisition, net of any
accumulated impairment losses. The Consolidated Financial Statements include gains or losses
attributable to investees measured according to the equity method, net of reclassifications necessary to
align accounting standards, starting from the date when significant influence or joint control started, up
to the date when said influence or control stopped.
The economic results of joint ventures or associates are therefore recognised in the consolidated
income statement under the item "Net profit of companies measured with the equity method”. A brief
analysis of the nature of costs and revenues of joint ventures, and additional information required by
IFRS 12, are given in Note 45.
Investments in other companies are classified, for measurement purposes, as financial assets at “fair
value”, with a contra-entry in the income statement.
Economic results and assets and liabilities of associates and joint ventures are recognised in the
Consolidated Financial Statements using the equity method.
FINANCIAL ASSETS
With the exception of trade receivables, discussed below, upon initial recognition the Group measures
the financial asset at its fair value plus or minus, in the case of an asset not measured at fair value
through profit or loss, transaction costs directly attributable to the acquisition.
After initial recognition, the Group values the financial asset at:
(a) amortised cost;
(b) fair value recognised in other comprehensive income; or
(c) fair value recognised in profit or loss.
The Group classifies financial assets as subsequently measured at amortised cost, at fair value through
other comprehensive income, or at fair value through profit or loss based on both of the following:
(a) the entity's business model for managing financial assets; and
(b) the contractual cash flow characteristics of the financial asset.
A financial asset is measured at amortised cost if both of the following conditions are met:
(a) the financial asset is held as part of a business model whose objective is the holding of financial
assets for the purpose of collecting contractual cash flows; and
(b) the contractual terms of the financial asset provide for cash flows at specified dates consisting solely
of payments of principal and interest on the principal amount to be repaid.
A financial asset is measured at fair value through other comprehensive income if both of the following
conditions are met:
(a) the financial asset is owned as part of a business model whose objective is achieved by both the
collection of contractual cash flows and the sale of financial assets; and
(b) the contractual terms of the financial asset provide for cash flows at specified dates consisting solely
of payments of principal and interest on the principal amount to be repaid.
For the purposes of the above valuations:
(a) principal is the fair value of the financial asset at initial recognition;
(b) interest is the consideration for the time value of money, for the credit risk associated with the
amount of principal to be repaid during a given period of time and for other basic risks and costs
associated with the loan, and for the profit margin.
If a financial asset is not measured at amortised cost or fair value through other comprehensive
income, it is measured at fair value through profit or loss.
They are measured at amortised cost based on the original effective rate of return of the financial
asset.

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Financial assets are eliminated from the statement of financial position when the contractual right to
receive cash flows has been transferred and the entity no longer has control of said financial assets.
At the end of each reporting period, the Group assesses the possibility of recovering the receivables,
taking into account expected future cash flows, as described in more detail in the paragraph below on
write-downs of financial assets.
WRITE-DOWNS OF FINANCIAL ASSETS
The recoverability of financial assets measured at amortised cost is evaluated by estimating “expected
credit losses” (ECL), based on the value of expected cash flows. These flows, taking into account the
estimated likelihood that the counterparty will not meet its payment obligation, are determined in
relation to the expected recovery time, the estimated realisable value, any guarantees received and the
costs that are expected to be incurred to collect the receivables. For receivables relating to
counterparties that do not present a significant increase in credit risk, ECLs are determined on the basis
of expected losses in the 12 months following the reporting date; in other cases, expected losses are
estimated up to the end of the life of the financial instrument. With regard to trade and other
receivables, internal customer ratings, which are periodically checked, including through time series
analyses, are used to determine the probability of counterparty non-performance.
DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax assets and liabilities are determined based on temporary taxable differences existing
between the carrying amount of assets and liabilities and their tax value and are classified as non-
current assets and liabilities.
Deferred tax assets are only recognised to the extent that the existence of adequate future taxable
income against which said deferred tax assets can be used is probable.
The value of deferred tax assets that may be presented in the financial statements is tested annually.
When results are directly recognised in shareholders' equity, in particular in the reserves "actuarial
gains (losses)" and "gains/(losses) arising from the translation of financial statements of foreign
companies”, current taxes, deferred tax assets and or deferred tax liabilities are also directly recognised
in shareholders' equity.
The value of deferred tax assets and liabilities is determined based on expected tax rates for the period
when the deferrals will be realised, applying the tax rates (and tax legislation) in force or substantially in
force at the reporting date.
Deferred tax assets and liabilities are offset if, and only if:
a) the Group has a legally enforceable right to set off current tax assets against current tax liabilities;
and
b) the deferred tax assets and liabilities relate to income taxes levied by the same tax jurisdiction.
TRADE RECEIVABLES
The Group's business model and cash flow characteristics were taken into account in determining the
classification of financial assets.
In particular, trade receivables are classified in the category of receivables held for collection
("receivables held for collection"). Held-to-collect); this corresponds to the willingness to hold the
instruments until maturity.
Trade receivables therefore measured at amortised cost are initially recorded at the fair value of the
underlying asset, net of any directly attributable transaction income; valuation at amortised cost is
performed using the effective interest rate method, net of the relative impairment losses with
reference to amounts considered uncollectable. The estimate of amounts deemed uncollectable is
made on the basis of the methodology reported in the section "Impairment of Financial Assets". The
original value of receivables is reinstated in subsequent years to the extent to which the reasons for the
adjustment no longer apply. In that case, the reversal of the impairment loss is recognised in profit and
loss and may not in any event exceed the amortised cost that the loan would have had in the absence
of previous adjustments.
Trade receivables with a maturity falling within normal commercial terms are not discounted.

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INVENTORIES
Inventories mainly refer to spare parts and are measured at the lower of purchase/production cost and
net realisable value inferred from market trends. The cost is determined adopting the average
weighted cost method.
Inventories are written down when the realisable value inferred from market trends is lower than the
relative carrying amount. Obsolete and slow-moving socks are written down in relation to their possible
use or realisable value.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and sight deposits and are recognised at nominal value. For an
investment to qualify as cash or a cash equivalent it must be readily convertible to a known amount of
cash and have an insignificant risk of change in value.
In relation to the adoption of IFRS 9, based on the expected losses model, the Group considers the
expected losses along the life of the financial asset at each reference date of the financial statements.
ASSETS HELD FOR SALE
As provided for in IFRS 5 “Non-current assets held for sale and discontinued operations”, non-current
assets whose carrying amount is mainly recovered through a sale rather than continual use, if the
requirements of the standard are met, are classified as held for sale and recognised at the lower of the
carrying amount and fair value, net of the cost to sell. From the date when these assets are classified in
the category of non-current assets held for sale, relative amortisation/depreciation is suspended. The
liabilities connected with these assets are classified under "Liabilities relative to assets held for sale",
while the economic result concerning these assets is recognised under "Other income" of the
Consolidated Income Statement.
FINANCIAL LIABILITIES
Loans, trade payables and other financial liabilities are initially recorded at fair value, net of directly
attributable incidental costs, and are subsequently measured at amortised cost, applying the effective
interest rate method. If there is a change in the estimate of the expected cash flows, the value of the
liabilities is recalculated to reflect this change based on the present value of the new expected cash
flows and the effective internal rate originally determined. Loans, trade payables and other financial
liabilities are classified as current liabilities, except for those that have a contractual maturity of more
than twelve months after the balance sheet date and those for which the Group has an unconditional
right to defer their payment for at least twelve months after the balance sheet date. Loans, trade
payables and other financial liabilities are removed from the balance sheet when they are extinguished
and when the Group has transferred all risks and charges relating to the instrument.
Amortised cost is calculated taking into account issue costs and any discount or premium at the time of
settlement.
DERIVATIVE FINANCIAL INSTRUMENTS
All derivative financial instruments are shown in the financial statements at their fair value, determined
at year-end close. Derivatives are classified as hedging instruments, in accordance with IFRS 9, when
the relationship between the derivative and the hedged item is formally documented and the
effectiveness of the hedge, verified initially and periodically, is high.
For cash flow hedge instruments that hedge the risk of changes in cash flows of the hedged assets and
liabilities (including prospective and highly probable ones), changes in fair value are recognised in other
comprehensive income and any ineffective portion of the hedge is recognised in profit or loss.
For instruments that hedge the risk of changes in the fair value of hedged assets and liabilities (fair
value hedges), changes in fair value are recognised in the income statement for the period. Accordingly,
the related hedged assets and liabilities are also adjusted to fair value, with an impact on the income
statement.

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Where an instrument is entered into for the purpose of hedging the risk of changes in the fair value of
an asset whose changes in fair value are recognised in other comprehensive income, changes in the fair
value of the hedging instrument are also recognised in other comprehensive income. Changes in the
fair value of derivatives that do not qualify for hedge accounting under IFRS 9 are recognised in the
income statement.
Moreover, some measuring processes, in particular the most complex ones such as the determination
of any impairment losses on non-current assets, are generally carried out comprehensively only when
preparing the annual financial statements, when all information that may be necessary is available,
barring cases in which there are impairment indicators requiring an immediate assessment of any
impairment.
In the reference year there were no transfers between the various levels of the hierarchical fair value
scale used to measure the fair value of financial instruments, nor were any changes made in the
classifications of the financial assets with respect to those as at 31 December 2023.
EMPLOYEE BENEFITS
Employee benefits provided at the end of employment or afterwards mainly refer to post-employment
benefit.
Law no. 296 of 27 December 2006 ("2007 Budget Law") and subsequent decrees and regulations issued
in the first few months of 2007 introduced significant changes to legislation on post-employment
benefit, including the possibility for employees to choose the allocation of the post-employment benefit
they accrue.
This means, for IFRS purposes, a different accounting treatment which is explained below:
a) Post-employment benefit accruing as from 1 January 2007: this is a defined contribution plan,
both in the case of the employee opting for a supplementary pension and in the case of the
employee opting to pay the post-employment benefit into the Treasury Fund held with Italy's
state social security institute (INPS). The accounting treatment will therefore be the same as
that adopted for various social security/pension payments.
b) Post-employment benefit accrued at 31 December 2006: this item remains a defined benefits
plan, with the consequent need for actuarial calculations to be carried out by independent
actuaries, who shall exclude the component related to future salary increases. The difference
resulting from the new calculation compared to the previous one was treated as a curtailment,
as defined in paragraph 109 of IAS 19 and consequently recognised in the income statement in
the first half of 2007. The liability is entered in the financial statements at the present value of
the Group's obligation based on actuarial assumptions made using the projected unit credit
method. Actuarial gains and losses arising from changes in assumptions and changes in final
and hypothesized data are recognised in the statement of comprehensive income in a specific
reserve of shareholders' equity called "Reserve for actuarial gains/(losses)". The present value
of the obligation is determined by discounting future cash flows at an interest rate based on the
Euro swap benchmark rate (AA rating with reference to 2014 and the comparative year) with an
average financial duration equal to that of the item in question.
PROVISIONS FOR RISKS AND CHARGES
Provisions for risks and charges include allocations arising from current (legal or implicit) obligations
resulting from a past event which, in order to be met, will probably require the use of resources, that
can be reliably estimated.
If the expected use of resources goes beyond the following year, the obligation is recognised at the
present value determined by discounting expected future flows by a rate that takes into account the
cost of money and risk of the liability.
Instead no provision is made for risks for which the occurrence of a liability is only possible. In this case,
specific disclosure is provided in the section on commitments and risks and no allocation is made.
The “Renewal Fund” includes the present value of the estimated charges to be incurred for the
contractual obligation to restore and replace the infrastructure under concession, as established in the
agreement signed by the Company with the Granting Body and aimed at ensuring its due functionality
and safety. Indeed, as these charges cannot be recognised as an increase in the value of the assets at
the time they are actually incurred, in the absence of the necessary accounting requirement (intangible

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assets) for the assets for which they are intended, they are allocated to a provision in accordance with
IAS 37, depending on the degree of use of the infrastructure, as they represent the probable charge
that the company will need to incur in order to guarantee, over time, the correct fulfilment of its
obligation to maintain the functional and safety requirements of the assets under concession.
Allocations to this provision are determined on the basis of the wear and tear and age of the motorway
infrastructure at the end of the financial year and, therefore, of the planned interventions, taking into
account, if significant, the financial component linked to the passage of time. The provision is
discounted on the basis of the criteria already described above. Ordinary maintenance costs, on the
other hand, are recognised in the Income Statement at the time they are incurred and, therefore, are
not included in the provision. The provision, which refers to cyclical maintenance operations, includes
an estimate of the charges that will arise from a single maintenance cycle and is determined separately
for each category of infrastructure work (viaducts, overpasses, tunnels, safety barriers, motorway
paving). For each category, based on specific technical evaluations, available knowledge, current
motorway traffic conditions, and existing materials and technology:
• the duration of the repair or replacement cycle is estimated;
• the state of conservation of the works is assessed, grouping the interventions into uniform classes
in relation to the degree of wear of the infrastructure and the number of years remaining until the
planned intervention;
• costs are determined for each class on the basis of documented verifiable evidence at the date
and comparable interventions;
• the total value of the interventions is determined with reference to the relative cycle;
• the provision at the reporting date is calculated, allocating the charges in the Income Statement in
relation to the remaining years until the expected date of the intervention, consistent with the
uniform infrastructure wear class, discounting the value thus obtained at the valuation date on the
basis of an interest rate with a duration consistent with that of the expected cash flows.
The effects, as determined above, are posted to the following Income Statement items:
• “Allocation to renewal fund", related to the effects of the updated estimates deriving from the
technical assessments (amount of the works to be carried out and their expected timing) and the
change in the discount rate used compared to the previous year;
• "Financial expense from discounting", referring to the effect of the passage of time, calculated on
the basis of the value of the provision and the interest rate used to discount the provision at the
previous year’s reporting date.
When the intervention expenses are incurred, the costs are recorded by nature in the individual items
of the Income Statement for the year and the item "Use of renewal fund" includes the use of the
provision previously set aside.
TURNOVER
Revenues for the provision of services are recognised at the time the service is provided. The main
sources of revenue are as follows:
a. motorway tolls: this refers to revenues from motorway tolls and income from service area
concessions;
b. service contracts for the automotive sector: fees for contracts are recognised in the
Consolidated Income Statement on an accrual basis;
c. products of automotive traffic: these refer to revenues from tickets and travel passes for road
passenger transport. They are recognised in the Consolidated Income Statement based on the
validity of the tickets/travel passes;
d. railway infrastructure management service contract: consideration referring to the
"Infrastructure Management Contract" paid by the Lombardy Region to operate lines under
concession, are recognised in the Consolidated Income Statement on an accrual basis;
e. network access revenues: they are recognised in the Consolidated Income Statement on an
accrual basis;
f. rolling stock lease: operating lease payments relative to rolling stock;
g. consideration for administration services provided centrally to Group companies not
consolidated on a line-by-line basis “services invoiced”: accounting and financial reporting,

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payroll processing, management of centralised treasury and of the IT services connected with
SAP and communication coordination;
h. revenues from the sale of energy from photovoltaic and biogas plants;
i. real estate income: these refer to the rental of civil and commercial property of the Group;
j. design and project management: this refers to design and project management activities for
railway and motorway infrastructure modernisation projects;
k. train replacement: train replacement runs made by bus.
The Group recognises revenue in such a way that the transfer of goods and/or services to the customer
is expressed in an amount that reflects the consideration to which the Group believes it is entitled as
compensation for the transfer of the goods and/or services. Revenue recognition follows the five step
model, which provides for: i) identification of the contract, ii) identification of the performance obligation,
iii) identification of the consideration, iv) allocation of the consideration to the performance obligation, v)
revenue recognition. Revenues are valued taking into account the contractual terms and business
practices usually applied in relations with customers. The transaction price is the amount of
consideration (which may include fixed amounts, variable amounts, or both) to which one is entitled in
exchange for the transfer of control of the promised goods/services. Control is broadly defined as the
ability to decide on the use of the asset (good/service) and to derive substantially all remaining benefits
from it. The total consideration for contracts for the provision of services is allocated among all services
on the basis of the selling prices of the relevant services as if they had been sold individually. Within
each contract, the benchmark for revenue recognition is the individual performance obligation. For each
separately identified performance obligation, the Group recognises revenue when (or as) it performs
the obligation, transferring the promised good/service (i.e. asset) to the customer. The business is
transferred when (or as and when) the customer acquires control. For performance obligations that
have been fulfilled over time, revenue is recognised over time, assessing at the end of each financial
year the progress made towards full performance of the obligation.
Variable fees
If the contractual consideration includes a variable amount (e.g. as a result of rebates, discounts,
refunds, price concessions, incentives, performance bonuses, penalties, or because the consideration
itself depends on the occurrence or non-occurrence of an uncertain future event), the amount of the
consideration to which one is entitled must be estimated. Group companies estimate variable
consideration on a consistent basis for similar cases, using the expected value or most probable
amount method; they then include the estimated amount of variable consideration in the transaction
price only to the extent that this amount is highly probable.
Presence of a significant financial component
Revenues are adjusted in the presence of significant financial components, whether the companies are
financed by their customers (advance receipts) or finance them (deferred receipts). The presence of a
significant financial component is identified at the conclusion of the contract by comparing the
expected revenues with the payments to be received. It is not recognised if a period of time of less than
twelve months elapses between the time of transfer of the good/service and the time of payment.
Costs for obtaining and fulfilling the contract
Companies capitalise costs incurred in obtaining the contract that they would not have incurred had
they not obtained it (e.g. sales commissions), when they expect to recover them. Whereas in the case of
non-contractual agreements, they capitalise them only if they are explicitly chargeable to the customer.
Companies capitalise costs incurred in the performance of the contract only when they are directly
related to the contract, provide new and increased resources for future performance, and those costs
are expected to be recovered.
As regards the Revenues from construction services refer to the relevant paragraph.
GOVERNMENT GRANTS
Government grants are recorded in accordance with IAS 20 when there is a reasonable certainty that
they can be received and when there is a reasonable certainty that the Group has complied with the
conditions for receiving them.

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Government grants are recognised in accordance with the "income approach" whereby a grant is
recognised in the consolidated income statement in one or more years in which the Group recognises
as costs the relative expenses that the grants are intended to offset.
Government grants that are collectible as compensation for costs or losses already incurred are
recognised in the consolidated income statement for the year in which they become receivable.
Grants relative to the purchase of property, plant and equipment, disbursed by the Regione Lombardia
or third parties (other public bodies) are presented according to the “indirect method”, with the
deferred revenue component recognised in the non-current and current items of "Other liabilities" and
the applicable share determined on the basis of the expected useful life of the assets they refer to
credited to the income statement on a straight-line basis.
With reference to the public grants provided at national level to mitigate the loss of revenues and the
increase in costs deriving from the spread of the Covid-19 virus, they recorded on the basis of the
resources specifically allocated.
Government operating grants and the share for the year of capital grants are shown separately in the
income statement under “Grants” without any set-off between the grant and the cost to which it
relates.
Grants received for investments in motorway infrastructure are recognised as revenue from
construction services, whose method of determination is explained in the valuation criterion 'Revenue
from construction services'.
If the conditions for the recognition of the grant have accrued after the costs of the work have been
incurred, the portion contributed initially recognised on the basis of the intangible asset model is
reclassified as a financial asset when the current unconditional right to receive the cash flows has
accrued, which normally occurs at the end of the investigation phase.
REVENUES FROM CONSTRUCTION SERVICES
In accordance with IFRIC 12, the railway infrastructure management contract of the subsidiary
FERROVIENORD S.p.A. was recognised in the consolidated financial statements according to the
financial asset model, starting from the financial year ended 31 December 2010.
In particular, as provided for in IFRIC 12, the financial asset model may be applied as the operator
FERROVIENORD S.p.A. has the unconditional right to receive contractually guaranteed cash flows from
the investment guarantor - i.e. the Regione Lombardia - regardless of the actual use of the railway
infrastructure. These cash flows correspond to costs incurred for contract management. Consequently,
the operator must not recognise the infrastructure in its assets, or more generally, the funded asset.
Instead it must recognise costs relative to the investment in the income statement for the year, as
contemplated by IFRS 15, and must recognise the amount corresponding to the investments as
revenues, according to the investment completion percentage. The amount of these revenues not yet
received at the reporting date is recognised as a short-term financial receivable.
Consequently, the items “Revenues from construction services - IFRIC 12" and “Costs for construction
services - IFRIC 12” were recognised for amounts determined as contemplated by IFRS 15.
With specific reference to the management of the rolling stock purchase programme carried out by the
Group through FERROVIENORD S.p.A. on behalf of the Regione Lombardia under the Programme
Agreement signed between the parties, it should be noted that the income statement presentation of
revenues for this service is shown net of the related costs because, in application of paragraphs B34 et
seq. of IFRS 15, the Directors have concluded that the Group acts as "agent" under this contract.
As of 26 February 2021, in connection with the change in the Group's scope, IFRIC 12 is also applied in
the intangible asset model for the subsidiary MISE.
In the intangible asset model, the concessionaire, in return for the infrastructure construction and
improvement services rendered, acquires the right to charge users for the use of the infrastructure.
Therefore, the concessionaire's cash flows are not guaranteed by the granting body, but are related to
the actual use of the infrastructure by users, thus entailing demand risk for the concessionaire. This is
the risk that revenues from the exploitation of the right to charge users for the use of the infrastructure
will not be sufficient to ensure a reasonable return on the investments made.
“Non-compensated assets" represent the Concessionaire's right to use the asset under concession in
consideration of the costs incurred to design and construct the asset. The value corresponds to the fair
value of planning and construction activities and is posted to the income statement as a contra-entry to

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the item “Revenues from construction services - IFRIC 12", while the costs related to the investment
made are posted to the item "Costs for construction services - IFRIC 12" and are measured according to
their percentage of completion.
The counterpart of these revenues for construction and/or improvement services is represented by
concessionary rights for intangible assets ('freely transferable assets') or financial assets (concessionary
rights and/or contributions on works).
For information about the aspects of the agreement for concession services, please refer to Paragraph
9.1.1 “Motorways” and paragraph 9.1.2 “Railway Infrastructure” of the management report.
IMPAIRMENT LOSS OF GOODWILL, PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS,
RIGHTS-OF-USE AND INVESTMENTS
Non-current assets include - among others-, goodwill, property, rolling stock, intangible assets, rights-
of-use and investments. Management periodically revises the carrying amount of non-current assets
held and used and assets that must be disposed of, when required by facts and circumstances.
In assessing whether there is an indication that an asset may be impaired, the Group considers
available internal and external information sources.
Impairment testing on non-current assets is carried out by comparing the carrying amount of the asset
and the greater of the fair value, less costs to sell, and the value in use of the asset. In the absence of
market values considered representative of the actual value of the investment, estimate methods and
valuation models are used based on data and assumptions which are sustainable and reasonable,
based on historical experience and future expectations of the market and foreseeable changes in the
specific legal framework. The value in use is determined based on estimates of cash flows expected
from the use or sale of the asset, approved by competent bodies and based on projections that do not
exceed five years and discount rates to calculate the present value, referred to market conditions.
When the carrying amount of a non-current asset is impaired, the Group records a write-down for the
excess between the carrying amount of the asset and its recoverable value through use or sale,
determined with reference to the Group's most recent plans, and recognised under "Amortisation,
depreciation and write-downs".
For assets not subject to amortisation/depreciation and intangible assets not yet available for use,
impairment testing is carried out annually, regardless of whether or not specific indicators are present.
If the conditions for a previous write-down no longer apply, the carrying amount, with the exception of
goodwill, is restored to the new estimated value, which will not exceed the net carrying amount the
asset would have had, if it had not been written down. Reversals are recorded in the Income Statement.
INCOME AND CHARGES FROM THE SALE OF INVESTMENTS
Operations to sell controlling interests that do not cause a loss of control of the sold investee result in
the recognition of the difference between the carrying amount of net consolidated assets concerning
the sold investment and the consideration of the sale directly recognised in consolidated shareholders'
equity; on the other hand, operations to sell controlling interests that cause a loss of control of the sold
investee result in the recognition of the difference between the carrying amount of net consolidated
assets concerning the sold investment and the consideration of the sale in the income statement for
the year.
DIVIDENDS
Income for dividends is recognised when the right to collection arises, which normally coincides with
the resolution of the Shareholders' Meeting to distribute dividends.
Resolved dividends are recognised as a payable to Shareholders at the time of the resolution on
distribution.
FINANCIAL INCOME AND FINANCIAL EXPENSES
Financial income and expenses are recognised in the Consolidated Income Statement during the year
when they are accrued or sustained, on an accrual basis.
Financial expenses that are directly attributable to the acquisition, construction or production of a
qualifying asset have been capitalised.

Financial Report as at 31 December 2024 | page 222

| FNM Group

CURRENT TAXES
Current taxes are recognised and determined based on a realistic estimate of taxable income in
compliance with applicable tax regulations of the country, applying the tax rates in force or
substantially in force at the reporting date and considering applicable exemptions and any tax
receivables due.
TAX CONSOLIDATION
The Parent Company renewed the option for the National Tax Consolidation Scheme for the 2022 -
2024 three-year period (article 117, paragraph 1 of the Consolidated Income Tax Act), which
subsidiaries of FNM are also party to, pursuant to article 2359 of the Italian Civil Code. This provision
enables FNM S.p.A. to manage all obligations to make periodic payments to the Revenue Agency and
offset any credit positions of other Group companies against relative debt positions. Subsidiaries
determine taxes, and revenue payments are made exclusively by FNM S.p.A. On payment, companies
transfer their IRES receivable/payable, recording the payable/receivable to the Parent Company, which
in turn records the IRES receivable/payable transferred by the subsidiaries and the payable/receivable
towards them, proceeding with payment or collection.
GROUP VAT
The Parent has chosen the option in article 73, paragraph 3 of Italian Presidential Decree 633/72
relative to Group VAT. This provision enables FNM S.p.A. in a capacity as Parent pursuant to article 73,
paragraph 3, to manage all obligations to make periodic payments to the Revenue Agency and offset
any credit positions of other Group companies against relative debt positions. Subsidiaries periodically
liquidate VAT and payments are made exclusively by FNM S.p.A. On payment, companies transfer their
VAT receivable/payable, recording the payable/receivable to the Parent Company, which in turn records
the VAT receivable/payable transferred by the subsidiaries and the payable/receivable towards them,
proceeding with payment or collection.
EARNINGS PER SHARE
Basic earnings per share are calculated dividing net profit for the year attributable to owners of
ordinary shares of the Parent by the weighted average number of ordinary shares outstanding in the
period, excluding treasury shares.
DILUTED EARNINGS PER SHARE
Diluted earnings per share are determined by adjusting the weighted average of outstanding shares to
take into account all dilutive potential ordinary shares.
TRANSLATION OF FOREIGN CURRENCY ITEMS
Functional currency
Group companies prepare their financial statements based on the money of account used in individual
countries. The functional currency of the Parent is the Euro, which is the presentation currency of the
Consolidated Financial Statements.
Transactions and accounting records
Transactions in foreign currency are initially recognised at the exchange rate in effect at the transaction
date.
At the end of the reporting, period, monetary assets and liabilities in foreign currency are re-translated
based on the exchange rate in effect at that date.
Non-monetary items measured at historical cost in foreign currency are translated using the exchange
rate in effect at the transaction date.
Non-monetary items recognised at fair value are translated using the exchange rate in effect at the date
when the value was determined.

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| FNM Group

NOTES 4
ITEMS SUBJECT TO SIGNIFICANT ASSUMPTIONS AND ESTIMATES
Drafting of the Consolidated financial statements and the relevant notes requires the management to
make estimates and assumptions that affect the values of balance sheet assets and liabilities and the
disclosure relating to potential assets and liabilities at the reporting date. The estimates and
assumptions used are based on experience and other factors considered relevant. Final results could
differ from these estimates. Estimates and assumptions are revised periodically and the effects of all
changes are reflected in the Consolidated Income Statement in the year when the estimate is revised if
the revision only impacts that year, or also in subsequent years, if the revision has effects on the
current year as well as on future years.
There were no changes in estimates during the current year.
The main critical measurement processes and key assumptions used by Management in adopting
accounting standards, concerning the future and which may have significant effects on figures in the
Consolidated Financial Statements or for which there is a risk that value adjustments to the carrying
amount of assets and liabilities in the year following the reporting period in question may be identified,
are summarised below.
Debt collection
The estimated recoverability of receivables is reflected in the determination of the provision for bad
debts.
The estimate of the provision for bad debts is based on losses expected by the Group, determined
based on past experience with similar receivables, current and historical past due receivables, and
losses and collections, the careful monitoring of credit quality and forecasts of economic and market
conditions, assisted by legal advisors representing the Group during pre-litigation and litigation stages.
Inventory impairment
Inventory impairment is an estimate process subject to the uncertainty of determining the replacement
value of rolling stock components and consumables which varies over time and according to market
conditions.
Determination of useful lives
Asset depreciation and amortisation is a significant cost for the Group. The cost of tangible and
intangible assets with a finite useful life is depreciated/amortised over the estimated useful life of the
relative assets. The determination of the depreciation/amortisation of such assets represents a
complex accounting estimate and is subjective in nature, as it is influenced by multiple factors
including:
• the identification of each component with a relevant cost in relation to the total cost of the item to
be depreciated/amortised separately ("component approach”) as well as the estimate of the relative
useful life;
• the estimate of the residual value. According to the provisions of IAS 16 and 38, the depreciable
cost of tangible assets is determined by deducting their residual value. Residual value is
determined as the estimated value that the entity could receive on disposal, less the estimated
costs to sell, if it were already at the time and in the condition expected at the end of the
concession or the use of the asset. Companies periodically review the residual value and assess its
recoverability based on the best information available at the date. This periodic update could lead
to a change in the depreciation rate for future years;
• impacts of any changes in the regulatory framework.
The economic useful life of the Group's assets is determined by the Directors when the asset is
acquired. It is based on historical experience for similar assets, market conditions and expectations
regarding future events that may impact their useful life. Therefore, the actual economic life may differ
from the estimated useful life. Any periodic updating of the useful life could lead to a change in the
depreciation/amortisation period and thus also in the depreciation/amortisation rate for future years.

Financial Report as at 31 December 2024 | page 224

| FNM Group

Recoverable value of property, plant and equipment, intangible assets and investments
Non-current assets include land, property, plant and machinery and other assets and intangible assets,
as well as investments. As stated in the accounting standard "Impairment of intangible assets, property,
plant and equipment and investments in other companies", management periodically revises the
carrying amount of non-current assets held and used and of assets to be disposed of, as required by
facts and circumstances.
In assessing whether there is an indication that an asset may be impaired, the Group considers
available internal and external information sources.
With regard to the process of identifying impairment for the purposes of the Group's consolidated
financial statements at 31 December 2024 , the documents issued by ESMA and summarised below
were also taken into consideration:
• by ESMA in its Public Statement of 24 October 2024 entitled 'European common enforcement
priorities for 2024 annual financial reports';
• by ESMA in its Public Statement of 25 October 2023 entitled 'European common enforcement
priorities for 2023 annual financial reports';
• by ESMA, in its Public Statement of 28 October 2022 entitled ' European common enforcement
priorities for 2022 annual financial reports';
• by ESMA, in its Public Statement of 13 May 2022 entitled 'Implications of Russia's Invasion of Ukraine
on half-yearly financial reports';
• by Consob, in Warning Notice no. 3/22 of 19 May 2022 relating to the "Conflict in Ukraine -
Warning notice for supervised issuers on financial reporting and obligations linked to compliance
with the restrictions imposed on Russia by the European Union";
• by Consob, in Warning Notice No. 1/21 of 16 February 2021, concerning 'Covid-19- measures to
support the economy - Warning Notice on disclosure to be provided by supervised issuers (...) in
relation to the 2020 financial statements prepared in accordance with international accounting
standards (...)';
• by ESMA, in its Public Statement of 28 October 2020 entitled“European common enforcement
priorities for 2020 annual financial reports”;
• by OIV, in Discussion paper no. 1/2022 entitled: 'Impairment Test of Non-Financial Assets (IAS 36)
following the War in Ukraine' of 29 June 2022 and in the Discussion Paper entitled: 'Guidelines for
impairment testing after the effects of the Covid-19 pandemic' of 10 July 2020.
The assumptions underlying budgets and business plans were then analysed to check for any trigger
events. In this regard, no structural external factors were identified relating to changes in market
conditions or competitive profiles in the markets in which the investee companies operate such so as to
give rise to indicators of impairment.
The analysis of business plans and the analysis of deviations (in terms of revenue, EBITDA, EBIT and net
profit) between the actual 2024results and the Budget 2024, as well as the valuation of the relevant
events occurred in the year highlighted the need to carry out the impairment test of the investee
companies Busforfun and SportIT as described in more detail in Note 10 Investments in these
explanatory notes.
This impairment test was carried out using estimates of expected cash flows and adequate discount
rates to calculate the present value and is therefore based on a set of assumptions relative to future
events and the actions of administrative bodies of the Group that might not necessarily occur according
to expected times and procedures.
The Cash Generating Units (CGU) identified by the Group, corresponding to the individual legal entities,
constitute the smallest group of assets that generate incoming cash flows largely independent of the
incoming cash flows from other assets or groups of assets.
Deferred tax assets and liabilities
The Group recognises current taxes and deferred tax assets and liabilities based on applicable laws.
The recognition of taxes requires the use of estimates and assumptions concerning procedures to
interpret applicable regulations, regarding operations carried out during the year, and their effect on
company taxes. Moreover, the recognition of deferred tax assets and liabilities requires the use of
estimates concerning prospective taxable income and relative developments, as well as tax rates that
are actually applicable. This takes place through the analysis of transactions and their tax profiles,

Financial Report as at 31 December 2024 | page 225

| FNM Group

assisted by external consultants as necessary for various issues addressed and the use of simulations
of prospective income and relative sensitivity analysis.
Defined benefit plans
Post-employment benefit may be classified as a defined benefit plan for the portion accrued up to 31
December 2006. Management uses various statistical assumptions and valuation factors with the aim
of anticipating future events to calculate expenses, liabilities and assets relative to such plans. The
assumptions concern the discount rate and rates of future salary increases. Moreover, actuaries acting
as consultants for the Group use subjective factors, such as mortality and resignation rates.
Potential liabilities and provisions for risks
The Group may be involved in legal, and tax litigation, arising from complex and difficult issues, with
varying degrees of uncertainty, including factors and circumstances inherent to each case, jurisdiction
and different applicable laws.
Given the uncertainties of these issues, it is difficult to predict outflows that could arise from these
disputes, with certainty.
Consequently, Management, after consulting with its legal and tax advisors, recognises a liability for
these disputes when a financial outflow is likely and when the amount of resulting losses can be
reasonably estimated. If a financial outflow becomes possible but the amount cannot be determined,
the situation is reported in the notes to the financial statements.
NOTES 5
SEGMENT REPORTING
With reference to the Group’s business segments, the following five sectors can be identified:
• motorways: refers to the activity carried out by the subsidiary MISE, which is the concessionaire for
the design, construction and management of the A7 Serravalle-Milan Motorway and the North,
East and West Milan Ring Roads (for a total of 179 km in length) pursuant to the concession
agreement signed on 7 November 2007 (as amended by the additional deed of 15 June 2016)
between MISE, as concessionaire, and ANAS S.p.A. (subsequently replaced by the Ministry of
Infrastructure and Transport), as the Granting Body. MISE is also active in the design, as well as
technical and administrative support for infrastructure investments on the motorway network
through Milano Serravalle Engineering, of which it holds 100% of the share capital. Among its
investee companies, the subsidiary also includes a 36.7% equity investment in its associate
Autostrada Pedemontana Lombarda, the concessionaire for the design, construction and
management of the motorway between Dalmine, Como, Varese, Gaggiolo Pass and related works.
APL is measured with the equity method;
• railway infrastructure: this includes management, maintenance, design and construction of new
facilities carried out on the railway infrastructure obtained under concession from the Regione
Lombardia, expiring on 31 October 2060. The consideration for carrying out this activity is defined
in the "Service Contract", while the “Planning Agreement” regulates the investments directed at
modernising and enhancing the network – both stipulated with the Regione Lombardia. The
Service Contract was renewed on 21 December 2022, for the years 2023-2027. The Planning
Agreement signed in 2016 expires on 31 December 2027. From 2019, the segment also includes
the terminal management activity;
• energy: refers to the activity carried out by the subsidiary Viridis in the renewable energy sector,
mainly in photovoltaics, but also wind and biogas, operating in Italy and capable of supporting and
managing all of the main stages of the industrial value chain. Indeed, the activity of Viridis consists
of: (I)i) the development of new plants (greenfield), including the search and survey of suitable sites,
authorisation, construction and sale of energy on the free market or through P ower Purchase
Agreements (PPA); (ii) the acquisition of operating plants (brownfield), including opportunity search
activities, due diligence, project finance and possible plant revamping/repowering (iii) maintenance
and management Operations & Maintenance – O&M), including commissioning, monitoring,

Financial Report as at 31 December 2024 | page 226

| FNM Group

reporting and supervision of health, safety and environmental aspects. As part of the development
of renewable energies, FNM Power's activity in the management of hydrogen production and
distribution plants is also included. The service is functionally linked to the development of the
H2iseO and serraH2valle projects aimed at introducing hydrogen as an energy carrier for rail and
road transport;
• lease of rolling stock(RO.S.CO) the Parent Company FNM is active in (i) the leasing of rolling stock
with an owned fleet of 77 trains and 31 locomotives, to investees operating in the local public
transport and freight transport sectors, (ii) the provision of administration services to its investees
and (iii) management of the Group’s property portfolio. This segment also comprises the business
sectors of joint ventures investees and associates, valued at “equity”, contributing to net profit for
the year under "Net profit of companies measured with the equity method”, the most significant of
which relates to the “Passenger rail transport” activities as part of Local Public Transport carried
out by the joint venture Trenord S.r.l. in the Regione Lombardia. As part of this activity, the Group
realised revenues from the Service Contract stipulated with the Regione Lombardia for provision
of the transport service, and revenues from the sale of tickets;
• Mobility and services: it refers to the Local Public Transport service performed with owned bus
fleets in three provinces in Lombardy (Varese, Como and Brescia), of Veneto and in the city of
Verona, in addition to the electric car sharing in Lombardy and the provision of digital payment
services. As part of these activities, the Group realised revenues from the sale of tickets, payments
for sub-contracts, regional grants for activities carried out in the provinces of Varese and Brescia
and payments for the Service Contract in the city and province of Verona, and in the province of
Como, and from agreements with municipal administrations and private enterprises with regard
to the car-sharing business.
The following tables show the Income Statement and financial data of the Group in relation to the five
business sectors described above.

Financial Report as at 31 December 2024 | page 227

| FNM Group

2024 | Motorways | Railway infrastructure | Energy | RO.S.CO. | Mobility and Services | Eliminatio ns | Total from continuing operations
Revenues from third parties | 307,735 | 128,451 | 19,057 | 64,310 | 121,063 | — | 640,616
Intersegment sales | 3,579 | 6,809 | — | 22,928 | 4,790 | (38,106) | —
Revenues from construction services – IFRIC 12 | 30,945 | 277,999 | — | 314 | — | — | 309,258
Segment revenues | 342,259 | 413,259 | 19,057 | 87,552 | 125,853 | (38,106) | 949,874
Costs to third parties | (226,192) | (126,116) | (13,713) | (89,973) | (120,697) | — | (576,691)
Intersegment purchases | (7,944) | (16,685) | (941) | (5,690) | (6,846) | 38,106 | —
Costs of construction services – IFRIC 12 | (30,945) | (267,968) | — | — | — | — | (298,913)
Segment costs | (265,081) | (410,769) | (14,654) | (95,663) | (127,543) | 38,106 | (875,604)
EBIT | 77,178 | 2,490 | 4,403 | (8,111) | (1,690) | — | 74,270
Net financial income (loss) | (4,987) | 38 | (3,492) | (5,903) | 31 | — | (14,313)
|  |  |  |  |  |  | —
Net profit/loss of companies measured with the equity method | (132) |  | — | 13,408 |  |  | 13,276
Proceeds from the disposal of equity investments | 59,509 | — | — | — | 18 | — | 59,527
Write-downs of equity investments | (49,758) | — | — | — | — | — | (49,758)
|  |  |  |  |  |  | —
Profit/(Loss) before tax | 81,810 | 2,528 | 911 | (606) | (1,641) | — | 83,002
Taxes | — | — | — | — | — | — | (23,399)
Result for the year from continuing operations | — | — | — | — | — | — | 59,603
Result from discontinued operations | — | — | — | — | — | — |
Operating result | — | — | — | — | — | — | 59,603

Financial Report as at 31 December 2024 | page 228

| FNM Group

31/12/2024 | Motorways | Railway infrastructure | Energy | RO.S.CO. | Mobility and Services | Other | Total
Segment assets | 503,533 | 481,363 | 149,335 | 860,173 | 133,937 | — | 2,128,341
Equity investments measured with the equity method | 79,897 | — | — | 93,418 | 181 | — | 173,496
Assets held for sale | — | — | — | — | — | — | —
Income tax assets | — | — | — | — | — | 51,812 | 51,812
Total unallocated Group assets | — | — | — | — | — | 51,812 | 51,812
Total assets | 583,430 | 481,363 | 149,335 | 953,591 | 134,118 | 51,812 | 2,353,649
Segment liabilities | 223,108 | 664,990 | 36,717 | 935,978 | 75,668 | — | 1,936,461
Liabilities held for sale | — | — | — | — | — | — | —
Income tax liabilities | — | — | — | — | — | 3,735 | 3,735
Other unallocated liabilities | — | — | — | — | — | 410,501 | 410,501
Total unallocated Group liabilities | — | — | — | — | — | 417,188 | 417,188
Total liabilities | 223,108 | 664,990 | 36,717 | 935,978 | 75,668 | 417,188 | 2,353,649

2023 | Motorways | Railway infrastructure | RO.S.CO. | Mobility and Services | Eliminations | Total from continuing operations
Revenues from third parties | 294,843 | 143,052 | 66,714 | 106,638 | — | 611,247
Intersegment sales | 2,369 | 7,041 | 16,484 | 924 | (26,818) | —
Revenues from construction services – IFRIC 12 | 23,190 | 141,569 | — | — | — | 164,759
|  |  |  |  |  | —
Segment revenues | 320,402 | 291,662 | 83,198 | 107,562 | (26,818) | 776,006
|  |  |  |  |  | —
Costs to third parties | (198,842) | (136,755) | (71,924) | (105,874) | — | (513,395)
Intersegment purchases | (6,646) | (16,548) | (1,089) | (2,535) | 26,818 | —
Costs of construction services – IFRIC 12 | (23,190) | (134,739) | — | — | — | (157,929)
|  |  |  |  |  | —
Segment costs | (228,678) | (288,042) | (73,013) | (108,409) | 26,818 | (671,324)
EBIT | 91,724 | 3,620 | 10,185 | (847) |  | 104,682
Net financial income (loss) | (334) | 2,502 | (7,750) | 57 | — | (5,525)
Net profit/loss of companies measured with the equity method | (5,022) |  | 11,380 |  | — | 6,358
Profit/(Loss) before tax | 86,368 | 6,122 | 13,815 | (790) |  | 105,515
Taxes |  |  |  |  |  | (23,517)
Result for the year from continuing operations |  |  |  |  |  | 81,998
Result from discontinued operations |  |  |  |  |  |
Operating result |  |  |  |  |  | 81,998

Financial Report as at 31 December 2024 | page 229

| FNM Group

31/12/2023 | Motorways | Railway infrastructure | RO.S.CO. | Mobility and Services | Other | Total
Segment assets | 563,521 | 509,763 | 714,239 | 125,472 |  | 1,912,995
Equity investments measured with the equity method | 69,609 | — | 92,414 | 266 |  | 162,289
Assets held for sale | — | — | — | — |  | —
Income tax assets | — | — | — | — | 37,183 | 37,183
Total unallocated Group assets | — | — | — | — | 37,183 | 37,183
Total assets | 633,130 | 509,763 | 806,653 | 125,738 | 37,183 | 2,112,467
Segment liabilities | 276,391 | 634,098 | 751,981 | 69,333 |  | 1,731,803
Liabilities held for sale | — | — | — | — |  | —
Income tax liabilities | — | — | — | — | 4,504 | 4,504
Other unallocated liabilities | — | — | — | — | 376,160 | 376,160
Total unallocated Group liabilities | — | — | — | — | 380,664 | 380,664
Total liabilities | 276,391 | 634,098 | 751,981 | 69,333 | 380,664 | 2,112,467

Revenues from the Regione Lombardia accounted for 40%, thus 10% higher than the Group's
consolidated revenues.
In particular, revenues from the Regione Lombardia, amounting to EUR 369,846 thousand, are broken
down by sector as follows:
• Motorways for EUR 124 thousand;
• Railway infrastructure for EUR 361,310 thousand;
• RO.S.CO. for EUR 459 thousand;
• Mobility and Services for EUR 7,953 thousand.
The analysis by nature of revenues and costs, income and charges, concerning sectors whose
contribution to the consolidated result is recognised in "Net profit of companies measured with the
equity method”, is presented in Note 45, to which reference is made.
Please see section 9 “Operating performance of business segments” of the Management Report for the
detailed analysis of the revenues and cost trends of the Group’s segments.
Transactions between sectors take place at arm's length.

Financial Report as at 31 December 2024 | page 230

| FNM Group

STATEMENT OF FINANCIAL POSITION
NOTES 6
PROPERTY, PLANT AND MACHINERY
As at 1 January 2023, property, plant and machinery, net of relative accumulated depreciation and
provisions for loans, comprised the following:

| 01/01/2023
Description | Historical cost | Accumulated Amortisation | Book value
Land and buildings | 48,100 | (18,348) | 29,752
Plant and machinery | 185,561 | (144,051) | 41,510
Industrial and commercial equipment | 13,735 | (11,437) | 2,298
Other assets | 694,293 | (339,073) | 355,220
Assets in the course of construction and advances | 51,721 | — | 51,721
Total Property, plant and machinery | 993,410 | (512,909) | 480,501

Changes for 2023 are shown below:

Description | Land and buildings | Plant and machinery | Industrial and commercial equipment | Other assets | Assets in the course of construction and advances | Total
Net Value at 01.01.2023 | 29,752 | 41,510 | 2,298 | 355,220 | 51,721 | 480,501
Investments funded with own funds | 202 | 18,319 | 1,206 | 15,314 | 7,897 | 42,938
Transfers gross value | 113 | 2,717 | 34 | 6,045 | (8,736) | 173
Divestments: Gross Disposals | (34) | (12,765) | (14) | (174) | (16) | (13,003)
Divestments: Use of Accumulated Depreciation | — | 12,628 | 14 | 162 | — | 12,804
Amortisation Rates | (857) | (8,126) | (520) | (28,192) | — | (37,695)
Write-down of property, plant and equipment | — | — | — | (826) | (442) | (1,268)
Change in the scope of consolidation | 6 | 46 | — | 1 | — | 53
Net Value at 31.12.2023 | 29,182 | 54,329 | 3,018 | 347,550 | 50,424 | 484,503

As at 31 December 2023, property, plant and machinery, net of relative accumulated depreciation and
provisions for loans, comprised the following:

| 31/12/2023
Description | Historical cost | Accumulated Amortisation | Book value
Land and buildings | 48,387 | (19,205) | 29,182
Plant and machinery | 193,878 | (139,549) | 54,329
Industrial and commercial equipment | 14,961 | (11,943) | 3,018
Other assets | 713,140 | (365,590) | 347,550
Assets in the course of construction and advances | 50,424 | — | 50,424
Total Property, plant and machinery | 1,020,790 | (536,287) | 484,503

Changes for 2024 are shown below:

Financial Report as at 31 December 2024 | page 231

| FNM Group

Description | Land and buildings | Plant and machinery | Industrial and commercial equipment | Other assets | Assets in the course of construction and advances | Total
Net Value at 01.01.2024 | 29,182 | 54,329 | 3,018 | 347,550 | 50,424 | 484,503
Investments funded with own funds | 4,666 | 25,720 | 882 | 19,626 | 40,032 | 90,926
Transfers gross value | 7,671 | 12,593 | 1 | 2,926 | (23,191) | —
Adjustments to other balance sheet items | — | — | — | — | (21,240) | (21,240)
Divestments: Gross Disposals | (571) | (4,367) | (163) | (7,926) | — | (13,027)
Divestments: Use of Accumulated Depreciation | 187 | 4,644 | 28 | 3,376 | — | 8,235
Amortisation Rates | (985) | (11,551) | (586) | (29,692) | — | (42,814)
Change in the scope of consolidation: historical cost | 5,938 | 48,883 | 260 | 33,573 | 15,936 | 104,590
Change in the scope of consolidation: Accumulated Amortisation | (186) | (12,783) | (120) | (28,736) | — | (41,825)
Write-down of property, plant and equipment | (1,927) | — | — | (437) | (227) | (2,591)
Grants for investments | — | — | — | — | — | —
Net Value at 31.12.2024 | 43,975 | 117,468 | 3,320 | 340,260 | 61,734 | 566,757

As at 31 December 2024, property, plant and machinery, net of relative accumulated depreciation and
provisions for loans, comprised the following:

| 31/12/2024
Description | Historical cost | Accumulated Amortisation | Book value
Land and buildings | 64,164 | (20,189) | 43,975
Plant and machinery | 276,707 | (159,239) | 117,468
Industrial and commercial equipment | 15,941 | (12,621) | 3,320
Other assets | 760,902 | (420,642) | 340,260
Assets in the course of construction and advances | 82,974 | — | 82,974
Total Property, plant and machinery | 1,200,688 | (612,691) | 587,997

Land and buildings
The item "Land and buildings" mainly refers to the net residual value of the following land and
properties:
• EUR 9,071 thousand for land related to photovoltaic plants under development;
• EUR 7,501 thousand for property related to the Cadorna station in Milan;
• EUR 6,642 thousand for land situated in the municipality of Saronno;
• EUR 6,398 thousand for Sacconago Terminal and surrounding areas of land;
• EUR 2,723 thousand for property situated in the municipality of Saronno;
• EUR 1,365 thousand for land and property situated in the municipality of Tradate;
• EUR 1,587 thousand for land situated in the municipality of Garbagnate Milanese;
• EUR 654 thousand for garages situated in the municipality of Milan;
• EUR 599 thousand for property situated in the municipality of Iseo;
• EUR 368 thousand for biogas plants in operation.
The increases for the year are attributable to the investments made to acquire land for the
construction of photovoltaic plants, for EUR 4,140 thousand and for the development of the Sacconago
Terminal expansion project, for EUR 174 thousand; to the completion of the car park adjacent to the
Milan Affori station managed by FERROVIENORD, for EUR 217 thousand; to the mobile shed for the
maintenance of historical trains at the Novate plant, for EUR 87 thousand; to the re-roofing of a
building in Saronno, for EUR 26 thousand; and to prefabricated buildings and containers for the
maintenance of railway infrastructure, for EUR 22 thousand.

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Aside from what was commented on previously, following the completion of construction of the above-
mentioned car park and subsequent opening to the public, on 16 June 2024, investments incurred in
the previous year, amounting to EUR 7,070 thousand, were transferred from "Fixed assets under
construction and advances” to the category under review. Costs incurred in previous years for the
mobile shed for the maintenance of historical trains at the Novate facility, in the amount of EUR 235
thousand and the acquisition of land for the development of the Sacconago Terminal expansion
project, in the amount of EUR 365 thousand were also transferred from 'Fixed assets under
construction and advances'.
The item “Change in the scope of consolidation” is entirely attributable to the acquisition of the
subsidiary Viridis Energia S.p.A. and its subsidiaries, and the subsidiary NordCom S.p.A. (Note 3).
The write-downs for the year refer to the write-down carried out on the car park located in Affori (MI),
following the impairment test carried out on the basis of the updated plan following the trend of
revenues in the first half of the year.
Plant and machinery
The item "Plant and machinery" mainly refers to the net residual value of the following assets:
• EUR 47,174 thousand for photovoltaic plants;
• EUR 51,173 thousand for buses;
• EUR 9,466 thousand for biogas plants;
• EUR 8,883 thousand for plant and machinery used for railway and motorway infrastructure
maintenance.
Main increases in the item "Plant and machinery" (EUR 25,720 thousand) chiefly concern:
• the commissioning of three photovoltaic plants, "Brocanello", "Nocera" and "B&R", respectively for
EUR 3,327 thousand, EUR 2,912 thousand and EUR 1,891 thousand; following the completion of
works and the commissioning of the first two plants mentioned above, the works carried out in
previous years, respectively amounting to EUR 3,419 thousand and EUR 3,776 thousand, were
transferred to the item under review from the item "Fixed assets under construction and
advances";
• 13 BYD electric city 12-metre buses, for EUR 5,617 thousand;
• extraordinary maintenance of bus engines and spare parts for EUR 629 thousand;
• rolling stock for the maintenance of the railway infrastructure; in detail: 3 motor bogies, for EUR
616 thousand, with the entry into service, costs of EUR 3,077 thousand incurred in previous years
were transferred from the item "Fixed assets under construction and advances"; 6 CT15 hopper
wagons, for EUR 533 thousand; 6 CP40 flat wagons, for EUR 426 thousand;
• 2 road-rail loaders in the amount of EUR 237 thousand, and costs incurred in previous years in the
amount of EUR 713 thousand were transferred from 'Fixed assets under construction and
advances'.
• An automated system for vehicle access to the car park adjacent to Milano Affori station, opened
to the public on 16 June 2024, for EUR 22 thousand; following the opening, costs incurred in
previous years for EUR 601 thousand were transferred from the item “Fixed assets under
construction and advances”;
• 7 used Mercedes Benz Evobus – Citaro model buses, for EUR 219 thousand; following registration,
advances of EUR 333 thousand paid in previous years were transferred from the item “Fixed assets
under construction and advances”;
• 1 Kent 12 bus for EUR 130 thousand;
• 2 Reach Stacker F500 cranes for handling goods at the Sacconago Terminal, for EUR 457 thousand;
following registration, advances of EUR 111 thousand paid in previous years were transferred
from the item “Fixed assets under construction and advances”;
• plant and machinery for the winter maintenance of the railway infrastructure for EUR 1,075
thousand.
Following registration, advances paid in previous years were also transferred from “Assets in the course
of construction and advances”, relating to:
• 2 diesel MAN articulated buses, for EUR 724 thousand;

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| FNM Group

• 1 used Mercedes Benz - EVOBUS bus model Citaro O 530, for EUR 173 thousand.
The disposals of the year refer mostly to buses for EUR 4,291 thousand, which can no longer be used
and are fully depreciated.
The change in the scope of consolidation is attributable to photovoltaic plants, for a net value of EUR
33,205 thousand, and biogas plants, for EUR 10,195 thousand.
Other changes refer to depreciation rates for the year.
Industrial and commercial equipment
The item "Industrial and commercial equipment" increased mainly due to the purchase of equipment
used for railway infrastructure maintenance, for EUR 705 thousand.
The item “Change in the scope of consolidation” is entirely attributable to the acquisition of the
subsidiary Viridis Energia S.p.A. and its subsidiaries, and the subsidiary NordCom S.p.A. (Note 3).
Other assets
Other assets mainly refer to rolling stock (for EUR 328,211 thousand), vehicles, furnishings and leased
assets (operating leases).
Capital expenditure for the year, which amounted to EUR 19,626 thousand, mainly included EUR 13,356
thousand for investments in rolling stock, broken down as follows:
• Revamping and refurbishment activities on 7 TAF trains leased to Trenord, for EUR 5,976 thousand;
following the completion of modernisation activities, investments incurred in the previous year,
amounting to EUR 2,376 thousand, were transferred from "Fixed assets under construction and
advances” to the category in question;
• cyclical maintenance on 12 CORADIA trains for EUR 2,882 thousand;
• for EUR 2,575 thousand, cyclical maintenance on 2 TAF rolling stock;
• for EUR 776 thousand, cyclical maintenance on 1 TSR 5-body train;
• for EUR 645 thousand, the cyclical maintenance of three TR E483 locomotives leased to DB Cargo
Italia;
• the modernisation of 2 DE520 locomotives leased to DB Cargo Italia and to Trenord, for EUR 502
thousand; following the completion of modernisation activities, investments incurred in the
previous year, amounting to EUR 197 thousand, were transferred from "Fixed assets under
construction and advances” to the category in question;
Other investments for the year are mainly attributable to:
– EUR 2,855 thousand, for transport vehicles purchased for the management of the motorway
infrastructure; in detail, 22 vans with related equipment, 15 cars and 5 variable message
trolleys were purchased for the v department; 5 vans for the technical laboratories; 1 van for
the warehouse and 1 pool van;
– for EUR 1,955 thousand, furniture, furnishings and office machines of Group companies and for
stations of the entire company network;
– for EUR 850 thousands, 9 tractors for semi-trailers of heavy vehicles and railway infrastructure
maintenance equipment;
– for EUR 598 thousand, hardware for the purchase of tickets on board urban and extra-urban
buses; following the completion of activities, investments incurred in the previous year,
amounting to EUR 354 thousand, were transferred from "Fixed assets under construction and
advances” to the category in question;
Disposals for the year are mainly attributable to the application of penalties to the supplier of the TILO
rolling stock as a result of delays on the supply for EUR 4,231 thousand, the scrapping of 16 vans and a
variable message trolley used for motorway infrastructure management for EUR 214 thousand and the
disposal of hardware used for distributed IT for EUR 15 thousand.
The write-down for the year, amounting to EUR 436 thousand, relates to the adjustment to the
estimated realisable value of the ES64 F4 locomotive.

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For the disclosures required by paragraph 97 of IFRS 16, concerning rental income, please refer to Note
33.
Assets in the course of construction and advances
The investments under item “Assets in the course of construction and advances”, amounting to EUR
40,032 thousand, are mainly due to the following investments:
• advances paid for the construction of photovoltaic plants, already under construction, (EUR 13,081
thousand), improvements to a biogas plant (EUR 232 thousand), and photovoltaic plants (EUR
2,383 thousand);
• implementation of Phase 0 of the Sacconago Terminal development project (EUR 9,990 thousand);
• advances paid for the supply of 13 Caravaggio trainsets (EUR 6,434 thousand);
• revamping activities of TAF rolling stock (EUR 2,566 thousand) and cyclical activities of TSR rolling
stock (EUR 34 thousand);
• design activities for the company headquarters located in the Bovisa area of Milan (EUR 1,370
thousand) and in the Municipality of Saronno (EUR 460 thousand);
• advances paid for the purchase of new work vehicles and a new tamping machine for railway
infrastructure maintenance (for EUR 900 thousand);
• payments on account paid for the acquisition of 8 Mercedes Benz EVOBUS Citaro model buses
(EUR 493 thousand), 2 Otokar Kent C 12 suburban buses (EUR 417 thousand) and 1 MAN
articulated suburban bus(EUR 120 thousand) that had not yet entered into service as at 31
December 2024 ;
• in hardware for equipping buses (EUR 210 thousand) and development of the SBE network (EUR
204 thousand);
• construction of the new telephone system for the motorway network to replace the CISCO
telephone system, not yet installed, in the amount of EUR 752 thousand;
• advances paid for the modernisation of the offices located in Piazzale Cadorna (MI) (EUR 75
thousand);
Transfers refer to the comments on the previous items, as well as the transfer of advances paid for the
purchase of 8 hydrogen-powered electric trains (EUR 21,240 thousand) to the item 'Other current
assets'. In 2024, following a ministerial decree, the total investment of the 8 hydrogen-powered electric
trains, amounting to EUR 184.8 million, became part of the investments with public funds available to
the Regione Lombardia, including the PNRR. The advances paid were therefore transferred to advances
to suppliers under current assets, resulting in a reduction of this item.
The progress of this contract was then accounted for in accordance with IFRS 15 on the basis of the
percentage of completion and shown, for the portion not yet collected, under current assets receivable
from the Regione Lombardia.
Also for this performance obligation , it should be noted that the income statement presentation of the
revenue for this performance is shown net of the related costs as, in application of paragraphs B34 et
seq. of IFRS 15, the Directors have concluded that the Group acts as an 'agent' under this contract.
For the purposes of the cash flow statement, in application of paragraph 11 of IAS 7, the Group has
disclosed these flows in investing activities as this representation is deemed more appropriate with
respect to the Group's activities.

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If property, plant and equipment had been recognised net of relative capital grants, under the items
"Other non-current liabilities" (Note 27) and "Other current liabilities" (Note 32) respectively, the effect
on the financial statements at 31 December 2024 would have been the following:

31/12/2024 | Book value | Grant | Net value less the grant
Land and buildings | 43,975 | (4,680) | 39,295
Plant and machinery | 117,468 | (31,434) | 86,034
Industrial and commercial equipment | 3,320 |  | 3,320
Other assets | 340,260 | (207) | 340,053
Assets in the course of construction and advances | 82,974 |  | 82,974
Total Property, plant and machinery | 587,997 | (36,321) | 551,676

Management did not identify any factors indicating the need for impairment testing, to verify the
recoverability of the carrying amount of property, plant and equipment, as these are assets mainly
intended for use in local public transport services provided by Trenord S.r.l. through leasing contracts
in force (rolling stock) or directly used by the Group as part of local public transport services by road
(buses) or, as regards property, plant and equipment relating to the renewable energy sector, already
recognised in the year at fair value due to acquisition.
As at the date of preparation of these financial statements, there are no restrictions on the title and
ownership of property, plant and equipment pledged as security for liabilities.
It should be noted that the item “Property, plant and machinery” includes property investment in the
amount of EUR 2,252 thousand, which, in accordance with IAS 40, due to its limited significance with
respect to the total item, is not shown on a separate line under assets.
Costs of construction services
The adoption of IFRIC 12 meant that investments made in railway and motorway infrastructure and
rolling stock, as part of the Concessions, are not shown among Property, plant and machinery, but, as
required by IFRIC 12 and IFRS 15, in costs for the year. For comments on this item, please refer to Note
35.
For the purposes of the cash flow statement, in application of paragraph 11 of IAS 7, the Group has
disclosed these flows in investing activities as this representation is deemed more appropriate with
respect to the Group's activities.
NOTES 7
INTANGIBLE ASSETS
As at 1 January 2023, intangible assets comprised the following:

| 01/01/2023
Description | Historical cost | Accumulated Amortisation | Net value
Assets in the course of construction and advances | 3,262 | — | 3,262
Other | 35,876 | (31,864) | 4,012
Assets freely revertible – Railway infrastructure | 46,140 | (46,032) | 108
Assets freely revertible – Motorway infrastructure | 409,401 | (76,745) | 332,656
Total intangible assets | 494,679 | (154,641) | 340,038

Changes for the year 2023 are shown below:

Financial Report as at 31 December 2024 | page 236

| FNM Group

Description | Assets in the course of construction and advances | Other | Non-compensated assets - Railway infrastructure | Non-compensated assets - Motorway infrastructure | Total
Net Value at 01.01.2023 | 3,262 | 4,012 | 108 | 332,656 | 340,038
Acquisitions | 1,934 | 3,299 | — | 12,391 | 17,624
Transfers | (1,987) | 1,814 | — | — | (173)
Transfers from Contract assets | — | — | — | 11,140 | 11,140
Amortisation Rates | — | (2,167) | (2) | (58,042) | (60,211)
Divestments | — | (83) | — | (631) | (714)
Net Value at 31.12.2023 | 3,209 | 6,875 | 106 | 297,514 | 307,704

A at 31 December 2023, intangible assets therefore comprised the following:

| 31/12/2023
Description | Historical cost | Accumulated Amortisation | Book value
Assets in the course of construction and advances | 3,209 |  | 3,209
Other | 40,906 | (34,031) | 6,875
Assets freely revertible – Railway infrastructure | 46,140 | (46,034) | 106
Assets freely revertible – Motorway infrastructure | 432,301 | (134,787) | 297,514
Total intangible assets | 522,556 | (214,852) | 307,704

Changes for the year 2024 are shown below:

Description | Assets in the course of construction and advances | Other | Assets freely revertible - Railway Railway infrastructure | Assets freely revertible - Motorway infrastructure | Total
Net Value at 01.01.2024 | 3,209 | 6,875 | 106 | 297,514 | 307,704
Acquisitions | 361 | 1,786 | — | 4,090 | 6,237
Transfers | (2,146) | 2,146 | — | — | —
Transfers from Contract assets | — | — | — | 70,649 | 70,649
Transfers from contractual assets - construction service fee |  |  |  | (4,530) | (4,530)
Collection of construction service fee |  |  |  | (15,637) | (15,637)
Amortisation Rates | — | (6,476) | (3) | (74,259) | (80,738)
Write-downs | (399) | — | — | — | (399)
Change in the scope of consolidation | (72) | 36,867 |  |  | 36,795
Divestments | — | — | — | (1,039) | (1,039)
Net Value at 31.12.2024 | 953 | 41,198 | 103 | 276,788 | 319,042

As at 31 December 2024, intangible assets therefore comprised the following:

| 31/12/2024
Description | Historical cost | Accumulated Amortisation | Net value
Assets in the course of construction and advances | 953 | — | 953
Other | 81,705 | (40,507) | 41,198
Assets freely revertible – Railway infrastructure | 46,140 | (46,037) | 103
Assets freely revertible – Motorway infrastructure | 501,471 | (209,046) | 292,425
Total intangible assets | 630,269 | (295,590) | 334,679

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| FNM Group

Assets in the course of construction and advances
The increases in the item 'Assets under construction and advances', amounting to EUR 361 thousand,
to the upgrade of SAP and BPC modules, in the amount of EUR 169 thousand; to development activities
of the platform for the management of work accounting, in the amount of EUR 32 thousand.
In addition, during the year, as the project activities were completed and the implemented modules
were made available, the costs incurred in the year 2023 relating to the upgrade of SAP management
software, managed by FNM and used by Group companies, were transferred from the category under
review to the item “Other”, for EUR 1,748 thousand.
In addition, costs incurred in connection with regulatory matters, in the amount of EUR 319 thousand,
and for the development of software (GSG) for the management of manoeuvre authorisations and
control of emergency wagons for the motorway infrastructure, in the amount of EUR 79 thousand,
were transferred from assets under construction and advances.
The write-down for the year is attributable, for EUR 329 thousand, to costs incurred in previous years
for technical consultancy services related to the regulatory framework, the usefulness of which has
ceased following recent regulatory updates, and, for EUR 70 thousand, to costs incurred for the
development of the platform currently used to manage car sharing, which will be replaced by a more
evolved platform, under development, in the first half of 2025.
The item “Change in the scope of consolidation” is entirely attributable to the acquisition of the
subsidiary Viridis Energia S.p.A. and its subsidiaries, and the subsidiary NordCom S.p.A. (Note 3).
This item is net of intercompany margin eliminations on SAP projects developed for the Group by the
subsidiary Nordcom.
Other
The increases for the year (1.786 thousand) are mainly attributable to additional modules of the SAP
management software, managed by FNM and used by Trenord S.r.l, for EUR 445 thousand, to the
upgrade of SAP management software, managed by FNM and used by FERROVIENORD, for EUR 164
thousand, to additional modules of SAP used by FNM in the administrative service, for EUR 142
thousand, to the cloud transformation project, for EUR 121 thousand, and to the upgrade of SAP
modules managed by FNM and used by MISE, for EUR 58 thousand.
The item “Other” also includes costs incurred for customisations related to the “Salesforce” project to
support the road network (EUR 80 thousand), rebranding and updating the website of the subsidiary
Mise (EUR 173 thousand), and for the development of software (GSG) for the management of
manoeuvre authorisations and control of emergency wagons for the motorway infrastructure (EUR 52
thousand).
Transfers concern items referred to in "Assets in the course of construction and advances".
Assets freely revertible – Railway infrastructure
The adoption of IFRIC 12 requires assets freely revertible (comprising railway lines to hand over at the
end of the concession for which the transport service is provided) to be classified as "Intangible assets".
Amortisation rate, equal to EUR 3 thousand, is calculated based on the duration of the Concession,
renewed in 2016 up to 31 October 2060.
Assets freely revertible – Motorway infrastructure
The motorway infrastructure of the subsidiary MISE, as an asset freely revertible, is also classified
under "Intangible assets".
The portion of the motorway infrastructure for which the Group is not yet entitled to recognition of the
investment when determining the tariff to be applied to end users is classified under "Contract assets".
In application of IFRIC 12, this item also includes investments to be made, based on the new proposed
Additional Agreement, for which the form of remuneration is currently suspended and consequently
considered investments for which no additional economic benefits are expected. These values will be
amortised on a straight-line basis until the end of the Concession currently scheduled for 31 October
2028.

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| FNM Group

The investments of the year, amounting to EUR 4,090 thousand, refer mainly, for EUR 3,151 thousand,
to the completion of the redevelopment works of the S.P. 46 Rho-Monza, for EUR 363 thousand to the
completion of the dynamic monitoring of structures, for EUR 284 thousand to the completion of the
extraordinary maintenance and structural upgrading of the Po viaduct, for EUR 278 thousand to the
replacement of safety barriers and the construction of lighting systems on the A50.
The most significant increases in the item refer to the commissioning of investments in place as of 31
December 2023, the design phase of which had already been approved by the Granting Body, taking
into account the toll increase recognised as of 1 January 2024. The most significant transfers from
"Contract assets" to "Intangible assets" for the motorway infrastructure "in operation", amounting to
EUR 66,119 thousand, net of the consideration received, mainly refer to:
– the road network completion lot at the Segrate Intermodal Centre, whose works were
completed in 2021 but to date has not yet been opened to traffic pending the completion of
subsequent lots in the itinerary, by other operators (EUR 58,227 thousand, net of grants
received of EUR 3,630 thousand);
– the dynamic monitoring works of the buildings, net of the consideration received, whose
completion date was 31 December 2023 (EUR 4,035 thousand, net of the contribution of EUR
901 thousand received);
– the initiative relating to the construction of hydrogen distribution plants (EUR 3,508 thousand);
The amortisation rate, equal to EUR 74,259thousand, is calculated based on the duration of the
Infrastructure Concession, expiring on 31 October 2028.
The fees received refer to:
– EUR 13,234 thousand for the contribution provided by the Granting Body for redevelopment
works with motorway characteristics of the S.P. 46 Rho-Monza (provincial road);
– EUR 2,403 thousand for the contribution provided by the Granting Body for dynamic structure
monitoring;
The decreases for the year refer, for the most part, to adjustments for interference for the
redevelopment works on the S.P. 46 Rho-Monza, following settlement of the balance. The amount had
been allocated on the basis of the estimate received from the organisation concerned.
There are no intangible assets with restricted title or which are pledged as security for liabilities.
There are no internally constructed intangible assets.
As at 31 December 2024, there were no intangible assets with an indefinite useful life.
Management did not identify any factors indicating the need for impairment testing, to verify the
recoverability of the carrying amount of intangible assets.
NOTES 8
RIGHT OF USE
As at 1 January 2023, the item “Right of use”, recognised upon adoption of IFRS 16, was broken down as
follows:

| 01/01/2023
Description | Historical cost | Accumulated Amortisation | Net value
Right of use – software | 233 | (99) | 134
Right of use – buildings | 25,734 | (12,122) | 13,612
Right of use – plant and machinery | 7,203 | (6,481) | 722
Right of use – other assets | 11,537 | (5,772) | 5,765
Total right of use | 44,707 | (24,474) | 20,233

Financial Report as at 31 December 2024 | page 239

| FNM Group

Changes for the year 2023 are shown below:

Description | Right of use – software | Right of use – buildings | Right of use plant and machinery | Right of use other assets | Total
Net Value at 01.01.2023 | 134 | 13,612 | 722 | 5,765 | 20,233
Acquisitions | 41 | 805 | 174 | 1,788 | 2,808
Amortisation Rates | (92) | (3,766) | (328) | (2,539) | (6,725)
Closing of contracts Historical Cost | (22) | (129) | — | (439) | (590)
Closing of contracts Fund | 22 | 127 | — | 408 | 557
Net Value at 31.12.2023 | 83 | 10,649 | 568 | 4,983 | 16,283

Therefore, at 31 December 2023, the item “Right of use” comprised the following:

| 31/12/2023
Description | Historical cost | Accumulated Amortisation | Net value
Right of use – software | 252 | (169) | 83
Right of use – buildings | 26,410 | (15,761) | 10,649
Right of use – plant and machinery | 7,377 | (6,809) | 568
Right of use – other assets | 12,886 | (7,903) | 4,983
Total right of use | 46,925 | (30,642) | 16,283

Changes for the year 2024 are shown below:

Description | Right of use – software | Right of use – buildings | Right of use plant and machinery | Right of use other assets | Total
Net Value at 01.01.2024 | 83 | 10,649 | 568 | 4,983 | 16,283
Acquisitions | — | 4,467 | 4,807 | 1,316 | 10,590
Closing of contracts Historical Cost | — | (6,919) | (9,503) | (10,573) | (26,995)
Closing of contracts Fund | — | 6,917 | 2,065 | 8,319 | 17,301
Write-down of rights of use | — | — | (1,287) | — | (1,287)
Change in the scope of consolidation: historical cost | (251) | 3,851 | 14,530 | 188 | 18,318
Change in the scope of consolidation: Accumulated Amortisation | 214 | (1,735) | (1,849) | (60) | (3,430)
Amortisation Rates | (46) | (4,336) | (1,647) | (2,434) | (8,463)
Net Value at 31.12.2024 | — | 12,894 | 7,684 | 1,739 | 22,317

Therefore, at 31 December 2024 , the item “Right of use” comprised the following:

| 31/12/2024
Description | Historical cost | Accumulated Amortisation | Net value
Right of use – software | 1 | (1) | —
Right of use – buildings | 27,809 | (14,915) | 12,894
Right of use – plant and machinery | 17,211 | (9,527) | 7,684
Right of use – other assets | 3,817 | (2,078) | 1,739
Total right of use | 48,838 | (26,521) | 22,317

The item "Right of use – buildings" is mainly attributable to the premises leased by the subsidiaries
MISE and ATV to carry out their operations.

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| FNM Group

The increase for the period is attributable to the exercise of contractual renewal options, for which at
the date on which the right of use was recognised, there was no reasonable certainty of exercising
them, on some operating offices of the company ATV, for EUR 3,904 thousand.
The item "Right of use – plant and machinery" increased during the year due to the acquisition,
following the consolidation of Viridis Energia and its subsidiaries (Note 3), of rights to use photovoltaic
plants and related surface rights, which amounted to EUR 12,682 thousand at the date of acquisition,
and increased during the period mainly by EUR 4,762 thousand due to the signing of a new contract
related to the photovoltaic plant of the company B&ER Energia (Note 3) acquired during the period.
The increase in the year is attributable to new contracts signed for cars used by the Group as operating
vehicles or for fringe benefits.
Disposals for the year are attributable to the early termination of leasing contracts and the related
redemption, which was carried out as part of the corporate reorganisation of the Viridis group, as well
as to the change in the contractual maturity of the 4 Bombardier E494 TRAXX DC locomotives, which
were brought forward from their scheduled maturity of 31 December 2025, for 3 locomotives to 30
September 2024 and for 1 to 31 December 2024.
The write-down in the year relates to the rights of use of the subsidiary E-Vai not deemed recoverable.
NOTES 9
GOODWILL
Goodwill recorded underwent the following changes during the six months under review:

Description | Net Value 01.01.2024 | Changes in 2024 | Net Value 31.12.2024
Increases | Reclassification | (Impairment)
Viridis Energia S.p.A. | — | 35,981 | — | — | 35,981
NordCom S.p.A. | — | 3,439 |  |  | 3,439
Total Goodwill | — | 39,420 | — | — | 39,420

The change in the item refers to the value of goodwill provisionally recognised for the acquisition of
Viridis Energia S.p.A. and its subsidiaries, which took place on 23 February 2024, and 42% of the share
capital of the investee NordCom S.p.A. (Note 3).
Viridis Energia S.p.A.
With regard to the goodwill recognised, resulting from the difference between the price paid and the
fair value of the investment, please refer to Note 3 above.
Impairment Test
The recoverable value of this CGU, determined in the value in use configuration and deemed to
coincide with its fair value (income approach) , was determined on the cash flows of the 2025-2029 multi-
year plan ('2024 Plan') approved by the Viridis Board of Directors in November 2024.
The forecasts for the explicit Plan years include:
• economic and financial projections until 2029, consistent with the time horizon of the Group's
Strategic Plan, partially revised in January 2025 in order to consider the best available estimates;
• update of the status of Ready to Build and Under Construction plants in order to represent the
company's situation at the time the 2024 Plan was drawn up;
• updating of projects under development, in order to represent the events that have occurred in
the meantime, with particular reference to the progress of authorisation processes and new
opportunities that are expected to be realised within the explicit time-frame of the plan;

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| FNM Group

• updating of the electricity price curve (based on the PUN) to incorporate updated projections that
are more representative of actual market conditions at the time the 2024 Plan was drawn up.
The cash flow in terminal value, projected in perpetuity with a growth rate g of 1%, was normalised based
on the following main assumptions:
• revenues and thus EBITDA exclude the benefit of feed-in tariffs, as they are limited in time. These
benefits were separated from the expected value in perpetuity and determined on the basis of the
expected maturity of each incentive;
• cash absorption of NWC in perpetuity determined on the basis of the product of NWC and growth
rate g;
• depreciation equals investment. To this end, an average annual replacement investment was
estimated in the terminal value for the 350.9MW capacity installed as of 2029, based on a
revamping investment of EUR 500 thousand per MW and a useful life of the plants of 30 years,
applying an inflation rate of 2%, conservatively higher than the growth rate g.
The rate used to discount cash flows determined as above is equal to 7.21% (net tax) and reflects
current market valuations of the present value of money and specific risks of the asset, processed with
reference to the country risk (Italy) and systematic risk and the financial structure of the sector, based
on mean values observed for a sample of comparable sector companies.
Impairment testing, carried out according to the above methodology, did not identify any impairment
and therefore the carrying amount of the goodwill was deemed recoverable.
The Directors believe that the fair value less cost of disposal of this CGU does not differ significantly
from the value in use mentioned above.
A sensitivity analysis was carried out considering a change in the discount rate. The following table
shows the change in the value in use in millions of euros that would occur if this parameter were to
vary:

Sensitivity Analysis of headroom at WACC and at g rate of the impairment of the goodwill of VIRIDIS
|  | WACC
|  | 6.21% | 6.71% | 7.21% | 7.71% | 8.21%
g rate | -1.0% | 23.81 | -3.39 | -26.49 | -46.49 | -63.79
-0.5% | 50.11 | 18.51 | -8.09 | -30.79 | -50.29
0.0% | 81.41 | 44.31 | 13.41 | -12.69 | -34.79
0.5% | 119.41 | 75.01 | 38.61 | 8.41 | -17.09
1.0% | 166.41 | 112.11 | 68.61 | 33.11 | 3.51

The break-even WACC that leads to a cover value of zero is 7.46% and a g of -0.69%.
NordCom S.p.A.
NordCom S.p.A. is an in-house IT consulting company of the FNM Group.
The impairment test performed on the goodwill generated by FNM's acquisition of 42% of the share
capital held by Tim S.p.A., is based on the 2025-2028 business plan , already used as the basis of
information in the acquisition process.
The recoverable amount of goodwill, considered as the value in use, was determined by projecting the
average Ebitda flow for the three-year period 2026-2028. Furthermore, since the plan envisages
investments over the three-year period that are lower than depreciation, the capex was prudently
assumed to be equal to the average depreciation 2026-2028.
The rate used to discount cash flows determined as above is equal to 8.58% (net tax) and reflects
current market valuations of the present value of money and specific risks of the asset, processed with
reference to the country risk (Italy) and systematic risk and the financial structure of the sector, based
on mean values observed for a sample of comparable sector companies. Considering the situation of
Net-cash over the plan period, the cost of capital refers to the Coc Unlevered.
Impairment testing, carried out according to the above methodology, did not identify any impairment
and therefore the carrying amount of the goodwill was deemed recoverable.

Financial Report as at 31 December 2024 | page 242

| FNM Group

The Directors believe that the fair value less cost of disposal of this CGU does not differ significantly
from the value in use mentioned above.
A sensitivity analysis was carried out considering a change in the discount rate. The following table
shows the change in the value in use in millions of euros that would occur if this parameter were to
vary:

Sensitivity Analysis at Coc Unlevered of Nordcom's goodwill Impairment
|  | Coc Unlevered
|  | 7.58% | 8.08% | 8.58% | 9.08% | 9.58%
g rate | -1.0% | 1.25 | 0.73 | 0.26 | -0.16 | -0.55
-0.5% | 1.66 | 1.09 | 0.57 | 0.11 | -0.30
0.0% | 2.12 | 1.49 | 0.92 | 0.42 | -0.03
0.5% | 2.43 | 1.74 | 1.13 | 0.59 | 0.11
1.0% | 2.79 | 2.03 | 1.37 | 0.79 | 0.27

The break-even Coc Unlevered that leads to a cover value of zero is 9.54% and a g of -1.45%.

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| FNM Group

NOTES 10
EQUITY INVESTMENTS
Changes in 2024 and 2023 relative to investments are presented below:

Description | 01.01.2024 Book value | Changes | 31.12.2024 Book value
Increases Decreases | Operating result | Translation reserve | Other changes in the Statement of Comprehensive Income
Equity investments in joint ventures: |  |  |  |  |  |
Trenord S.r.l. | 45,243 | — | 10,673 | (22) | 52 | 55,810
NordCom S.p.A. | 9,065 | (9,285) | 220 | — | — | —
Nord Energia S.p.A. in liquidation | 10,729 | (2,067) | 979 | — | — | 9,641
Omnibus Partecipazioni S.r.l. | 8,575 | (950) | 759 | — | — | 8,384
Mbility S.r.l. | 1,000 | — | (137) | — | — | 863
Total equity investments in joint ventures | 74,612 | (12,302) | 12,494 | (22) | 52 | 74,698
Equity investments in associates: |  |  |  |  |  |
Autostrada Pedemontana Lombarda S.p.A. | 36,028 | 9,714 | 2,123 | — | 1,724 | 49,589
Tangenziali Esterne Milano S.p.A. | 33,581 | — | (2,255) | — | (1,018) | 30,308
DB Cargo Italia S.r.l. | 15,916 | — | 1,065 | — | 4 | 16,985
SportIT S.r.l. | 1,886 | — | (151) | — | — | 1,735
Autotrasporti Pasqualini S.r.l. | 181 | — | — | — | — | 181
Servizi Trasporti Interregionali S.p.A. | 85 | (85) | — | — | — | —
Total equity investments in associates | 87,677 | 9,629 | 782 | — | 710 | 98,798
Total equity investments measured with the equity method | 162,289 | (2,673) | 13,276 | (22) | 762 | 173,496
Other equity investments: |  |  |  |  |  |
Azienda Trasporti Veneto Orientale S.p.A. | 5,272 | 1,804 | — | — | — | 7,076
S.A.Bro.M. S.p.A. | 3,198 | (273) | — | — | — | 2,925
Tangenziale Esterna S.p.A. | 1,797 | 311 | — | — | — | 2,108
CIV S.p.A. | 673 | — | — | — | — | 673
CDP INFRATECH | 309 | 1,240 |  |  |  | 1,549
Fondazione ATV | 99 | — | — | — | — | 99
Aeroporto Valerio Catullo di Verona Villafranca | 50 | — | — | — | — | 50
Fap S.p.A. | 39 | — | — | — | — | 39
Consorzio ELIO | 4 | — | — | — | — | 4
Trasporti Brescia Nord | 3 | — | — | — | — | 3
Cons.Autostr.Italiane Energia | 2 | — | — | — | — | 2
Consorzio Tangenziale Engineering | 2 | — | — | — | — | 2
ATAP | — | — | — | — | — | —
STECAV | 2 | — | — | — | — | 2
Consorzio Energia Futura | — | 5 | — | — | — | 5
Total equity investments in other companies | 11,450 | 3,087 | — | — | — | 14,537
Total equity investments | 173,739 | 414 | 13,276 | (22) | 762 | 188,033

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| FNM Group

Description | 01.01.2023 Valore a Bilancio | Changes | 31.12.2023 Valore a Bilancio
Increases Decreases | Operating result | Translation reserve | Other changes in the Statement of Comprehensive Income
Equity investments in joint ventures: |  |  |  |  |  |
Trenord S.r.l. | 36,738 | — | 8,336 | 78 | 91 | 45,243
NordCom S.p.A. | 8,490 | — | 580 | — | (5) | 9,065
Nord Energia S.p.A. in liquidation | 12,927 | (2,761) | 563 | — | — | 10,729
Omnibus Partecipazioni S.r.l. | 8,143 | (900) | 1,332 | — | — | 8,575
Mbility S.r.l. | — | 1,000 | — | — | — | 1,000
Total equity investments in joint ventures | 66,298 | (2,661) | 10,811 | 78 | 86 | 74,612
Equity investments in associates: |  |  |  |  |  |
Autostrada Pedemontana Lombarda S.p.A. | 38,923 | — | (2,895) | — | — | 36,028
Tangenziali Esterne Milano S.p.A. | 37,045 | — | (2,127) | — | (1,337) | 33,581
DB Cargo Italia S.r.l. | 15,481 | (920) | 1,360 | — | (5) | 15,916
SportIT S.r.l. | 2,229 | — | (343) | — | — | 1,886
Busforfun.com S.r.l. | 448 | — | (448) | — | — | —
Autotrasporti Pasqualini S.r.l. | 181 | — | — | — | — | 181
Servizi Trasporti Interregionali S.p.A. | 85 | — | — | — | — | 85
Total equity investments in associates | 94,392 | (920) | (4,453) | — | (1,342) | 87,677
Total equity investments measured with the equity method | 160,690 | (3,581) | 6,358 | 78 | (1,256) | 162,289
Other equity investments: |  |  |  |  |  |
Azienda Trasporti Veneto Orientale S.p.A. | 5,272 | — | — | — | — | 5,272
S.A.Bro.M. S.p.A. | 3,198 | — | — | — | — | 3,198
Tangenziale Esterna S.p.A. | 1,797 | — | — | — | — | 1,797
CIV S.p.A. | 673 | — | — | — | — | 673
CDP INFRATECH | — | 309 | — | — | — | 309
Fondazione ATV | 99 | — | — | — | — | 99
Aeroporto Valerio Catullo di Verona Villafranca | 50 | — | — | — | — | 50
Fap S.p.A. | 39 | — | — | — | — | 39
Consorzio ELIO | 4 | — | — | — | — | 4
Trasporti Brescia Nord | 3 | — | — | — | — | 3
Cons.Autostr.Italiane Energia | 2 | — | — | — | — | 2
Consorzio Tangenziale Engineering | 2 | — | — | — | — | 2
STECAV | 2 | — | — | — | — | 2
Total equity investments in other companies | 11,141 | 309 | — | — | — | 11,450
Total equity investments | 171,831 | (3,272) | 6,358 | 78 | (1,256) | 173,739

Changes in the year relative to the "Other changes in Comprehensive Income" refer to the effect of
measurement using the equity method on the change in actuarial gains and losses recognised, in the
financial statements of investees, directly in the Statement of Comprehensive Income, in accordance
with IAS 19 and IFRS 9 (Note 50). The item 'increases/decreases' includes the amounts related to
increases for the purchase of shares and/or any recapitalisation payments and decreases for dividends
distributed during the year.
Comments are provided below on the principal assessments made on the recoverability of the
amounts and the principal changes during the year, shown in the item “increases/decreases” and
"translation reserve",other than recognition of the contribution to the Consolidated Financial

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Statements determined by the realisation of the net profit for the year and "Other changes in
Comprehensive Income":
EQUITY INVESTMENTS IN JOINT VENTURES
Trenord S.r.l.
The item "Translation reserve", negative for EUR 22 thousand, is due to the translation into EUR of the
Financial Statements of the investee TILO SA, which prepares its Financial Statements using the Swiss
franc as the accounting currency.
The translation was carried out, adopting an average exchange rate for 2024 (equal to 0.9526) to
income statement items, and the spot exchange rate at 31 December 2024 (0.9412) to assets and
liabilities.
On 23 November 2023 Trenord signed the new Service Contract with the Regione Lombardia for
regional rail transport in Lombardy for the period 1 December 2023 - 30 November 2033.
NORD ENERGIA S.p.A. in liquidation
On 10 January 2023, the appointment of the liquidators was entered in the commercial register and the
liquidation period began. On 11 September 2023, the activity of the subsidiary CMC Mesta SA was
definitively discontinued, and the company was struck off the Swiss Commercial Register. Following the
cancellation, the liquidation capital was distributed for a total amount of EUR 8,215,570, of which EUR
3,566,560 was recognised as dividends and EUR 4,649,010 as full reimbursement of the value of the
investment.
The decrease in the investment Nord Energia S.p.A. in liquidazione, equal to EUR 2,067 thousand, is
determined by the distribution of the dividend, carried out in 2024, as approved by the Shareholders’
Meeting of the investee, based on the result of 2023.
Omnibus Partecipazioni S.r.l.
The Group holds 50% of Omnibus Partecipazioni, which in turn holds approximately 49% of ASF
Autolinee. The decrease in the equity investment, equal to EUR 950 thousand, is determined by the
distribution of the dividend, carried out in 2024, as approved by the Shareholders’ Meeting of the
investee, based on the result of 2023.
EQUITY INVESTMENTS IN ASSOCIATES
SportIT S.r.l.
FNM holds a 33% equity investment in Sportit S.r.l. (Sportit), a company active under the Snowit brand
and the main marketplace for the integrated online sale of ski passes, ski-related services and
experiences relating to the mountain world in the main European skiing destinations. In relation to the
approval of the new 2024/2025 - 2028/2029 Plan of the investee company, the Directors deemed it
appropriate to perform the impairment test as described below.
The recoverable value of the equity investment, considered as value in use, was determined using the
expected future cash flows inferred from the multi-year plan, approved by the investee company's
Board of Directors on 30 September 2024, for the period 23/24 - 28/29 , and was assumed to be such in
consideration of the income capacity deriving from business lines already operative with at least two
years of history of services/products sold, to which new development initiatives are added, with the
application of scenarios based on the activation of specific activities. The business plan is based on three
scenarios with different probabilities of occurrence.
In view of the company's start-up phase, a time horizon of five years was chosen in order to allow it to
be fully operational with reference to the existing business activities/trade in line with the provisions of
IAS 36.
The rate used to discount cash flows determined as above is equal to 11.43% (net tax) and reflects
current market valuations of the present value of money and specific risks of the asset, processed with
reference to the country risk (Italy) and systematic risk. No execution premium was considered, as the
business plan expresses an income capacity related to already established initiatives and excludes any

Financial Report as at 31 December 2024 | page 246

| FNM Group

potential given by development initiatives. Considering the situation of Net-cash at 31 December 2024
and over the plan period, the cost of capital refers to the Coc Unlevered.
Impairment testing, carried out according to the above methodology, did not identify any impairment
and therefore the carrying amount of the investment was deemed recoverable.
The Directors believe that the fair value of this equity investment does not differ significantly from the
value in use mentioned above.
The sensitivity analysis was carried out considering both a change in the discount rate and the g-rate
growth rate in the calculation of the terminal value. The following table shows the write-downs in
millions of euros that would occur if these parameters were to vary:

Sensitivity Analysis of Headroom at the Coc Unlevered rate and at the g rate of the SportIT impairment
| WACC
10.43% | 10.93% | 11.43% | 11.93% | 12.43%
g rate | -1.0% | 1.68 | 1.55 | 1.42 | 1.30 | 1.19
-0.5% | 1.77 | 1.63 | 1.49 | 1.37 | 1.25
0.0% | 1.87 | 1.71 | 1.57 | 1.44 | 1.32
0.5% | 1.98 | 1.81 | 1.65 | 1.51 | 1.38
1.0% | 2.10 | 1.91 | 1.75 | 1.60 | 1.46

The break-even Coc Unlevered that leads to a cover value of zero is 22.95% and a negative g-rate.
Autostrada Pedemontana Lombarda S.p.A.
Concerning the investment in Autostrada Pedemontana Lombarda S.p.A. (hereinafter referred to as
'APL'), in addition to recognising the share of the result for the year, the valuation also included the
positive effect related to the partial divestment of the shareholding held in APL, which fell from 36.66%
to 25.85%, following the failure to subscribe to the share capital increase resolved by the Shareholders'
Meeting on 27 November 2024, fully subscribed by the Regione Lombardia and made necessary by the
increase in costs expected for the construction of the work.
The operation of incorporating the result for the year and the effects related to the change in the
shareholding resulted in an upward adjustment to the value of the shareholding of EUR 61.3 million, of
which EUR 59.5 million related to the proceeds from the partial disposal of the shareholding and
recognised in the income statement based on the provisions of IAS 28.
In addition, following the above-mentioned capital increase, as a result of the delayed fulfilment of all
conditions precedent related to the possibility, by the investee, to utilise the Senior 1 financing, as well
as the start, further postponed to the second part of the financial year 2024, of the works relative to the
B2 and C sections, an impairment test was carried out, as described above, through the preparation,
with the support of an independent expert.
The recoverable value of the equity investment, considered in the value in use configuration, was
determined by discounting the cash flows resulting from the updated economic projections of the PEF
(economic-financial plan)annexed to Supplementary Deed IV, sent to the Ministry of Infrastructure and
Transport on 6 December 2023, and updated for the following aspects:
– replacing the plan years with the final balance 2023, preliminary balance 2024 and budget 2025;
– updating of interest rates in the light of the Regional Government Decree of 5 August 2024 and
the overall Financial Documents signed between 2 and 6 December 2024;
– the updating of the amount of the capital increase in the Regional Government Decree to EUR
422 million;
– the extension of the amount of the existing financing line signed by the Regione Lombardia for
an additional EUR 175 million;
– the postponement by two years of the start of repayment of shareholder loans to MiSe and the
LRegione Lombardia, both from 2047 to 2049;
– the postponement of the start of dividend distribution by two years from 2040 to 2042;

Financial Report as at 31 December 2024 | page 247

| FNM Group

– the updating of MISE's shareholding in APL to 25.85%, followed by the subscription of the
capital increase by the Regione Lombardia, as of today resolved by APL and excluding the effect
of any future capital increase.
The discount rate used is equal to the rate of 6.54%(net of tax) and reflects an unlevered beta equal to
the value reported in ART Resolution 1 24/2024, in order to maintain the same operational systemic risk
estimated by the Authority for motorway concessions and an execution premium equal to 0.26%. This risk
premium was also introduced as a result of the events that occurred in 2024, which led to a
deterioration compared to previous forecast figures.
Impairment testing, carried out based on the above methodology, highlighted an impairment loss of the
value of EUR 54,287 thousand.
The Directors believe that the fair value is not higher than the value in use mentioned above.
A sensitivity analysis was carried out considering a change in the WACC discount rate. The impairment
losses, in millions of Euro, which would have been recorded upon a change in said parameter are
detailed below:

Sensitivity Analysis at WACC of the impairment of APL
WACC
5.30% | 5.80% | 6.30% | 6.80% | 7.30%
57.50 | 0.44 | -49.50 | -93.22 | -131.57

INVESTMENTS IN OTHER COMPANIES
Azienda Trasporti Veneto Orientale S.p.A. (ATVO)
On 27 June 2024, La Linea 80 S.c. a r.l. purchased 4,000 ordinary shares (equal to 4.46% of the share
capital) of ATVO from ATAP S.p.A. Following this purchase, the shareholding in ATVO increased from
15.22% to 19.67%.
S.A.Bro.M. S.p.A.
Pending determinations by the Grantor related to the Council of State's ruling, and therefore,
considering the future scenarios of the investee, it was deemed appropriate to proceed with an analysis
of its book value. In the absence of visibility as to the recoverable value of the design and in the
absence of a ruling by the Grantor ARIA S.p.A., the equity investment, recorded at fair value, was valued
at the value of the portion of shareholders' equity held, considering it reasonable that this value may
represent the best estimate of the recoverable value in the absence of a market value (Note 45).
Tangenziale Esterne S.p.A.
The item refers to the revaluation of the equity investment, recorded at fair value, carried out following
the outcome of the transactions that took place during the half-year (Note 45).
CDP INFRATECH
On 31 August 2023, FNM S.p.A. and CDP Venture Capital Sgr signed an agreement for the development
of innovative start-ups and SMEs by joining the Corporate Partners I Fund (a multi-segment fund
involving the main industrial and financial players in order to stimulate the growth of the innovation
ecosystem in Italy in the strategic energy, manufacturing, services and infrastructure sectors).
Participation in the fund provides for cumulative investments over a five-year period of EUR 10 million
in projects concerning technological innovation and data management. During the year, payments were
made to the fund for EUR 1,240 thousand.
NOTES 11
OTHER CURRENT AND NON-CURRENT FINANCIAL ASSETS MEASURED
AT AMORTISED COST

Financial Report as at 31 December 2024 | page 248

| FNM Group

This item is broken down as follows:

Description | 31/12/2024
Non-Current | Current | Total
Bonds | 1,000 | — | 1,000
Collection of tolls in transit | — | 231 | 231
Other | — | 97 | 97
Other financial assets measured at amortised cost | 1,000 | 328 | 1,328
APL interest-bearing loan | 62,698 | — | 62,698
Busforfun interest-bearing loan | 3,496 | — | 3,496
Sabrom interest-bearing loan |  | 2,915 | 2,915
SportIT interest-bearing loan | 1,554 | 173 | 1,727
TE interest-bearing loan | 444 | 510 | 954
Financial receivables for interest from related parties | — | 50 | 50
(LESS) IFRS 9 Impairment Provision | — | (46) | (46)
Other financial assets measured at amortised cost with related parties (Note 49) | 68,192 | 3,602 | 71,794
Total | 69,192 | 3,930 | 73,122

Description | 31/12/2023
Non-Current | Current | Total
Bonds | 1,000 | — | 1,000
Collection of tolls in transit | — | 561 | 561
Other |  | 234 | 234
Other financial assets measured at amortised cost | 1,000 | 795 | 1,795
APL interest-bearing loan | 59,118 | — | 59,118
Sabrom interest-bearing loan | 2,835 | — | 2,835
TE interest-bearing loan | 894 | — | 894
Busforfun interest-bearing loan | 2,400 | 1,849 | 4,249
SportIT interest-bearing loan | 925 | 98 | 1,023
Financial receivables for interest from related parties | — | 47 | 47
(LESS) IFRS 9 Impairment Provision | — | (46) | (46)
Other financial assets measured at amortised cost with related parties (Note 49) | 66,172 | 1,948 | 68,120
Total | 67,172 | 2,743 | 69,915

The item "Bonds" refers to the subscription of the Unicredit EMTN programme (ISIN XS2305029196
2021/2026) by the subsidiary ATV on 19 March 2021. The bonds mature on 19 July 2026 and carry
interest at a rate of 0.60%.
The item "Collection of tolls in transit" is attributable to the receivable from electronic card operators
for the collection of motorway tolls.
The item “Other” is entirely attributable to FNMPAY's receivable from the principal acquirers in relation
to transacted sums waiting to be transferred to the escrow account of the investee.
The item “APL interest-bearing loan” refers to the two interest-bearing loans granted to the
associated company Autostrada Pedemontana Lombarda S.p.A. for a total nominal amount of EUR 150
million; a first loan of EUR 100 million granted in 2014 and a second loan of EUR 50 million granted in
February 2016.
Following the signing of the addendum to the loan agreement by Autostrada Pedemontana Lombarda
S.p.A., with the same Lenders of the Bridge 2 Loan, the repayment terms of which were rescheduled, on
2 December 2017 MISE signed a "subordination agreement" with the associate, by which it undertook,

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| FNM Group

in its capacity as Controlling Shareholder, with respect to the Associate, not to ask for repayment – for
any reason whatsoever of interest or subordinated debt – until the complete extinction of the Bridge 2
Loan and not to withdraw from the existing Shareholder Loan agreements in favour of the associate.
This subordination provision is still in place, also in light of the loss of control and the signing of the
project financing.
This loan, measured at amortised cost in accordance with IFRS 9, was recorded on the initial
consolidation of MISE in continuity of values with respect to MISE's Separate Financial Statements in
accordance with the provisions of IFRS 1, i.e. at its present value determined on the basis of a discount
rate, equal to 6.89%, which reflects the characteristics of the loan and which differs from the
contractual interest rate.
Subsequently, at each balance sheet date, the gross book value of the financial asset was recalculated
as the present value of estimated future contractual cash flows, discounted at the financial
instrument's original effective interest rate, and the difference with respect to the previous book value
was recognised in the income statement as financial income/expense for the period. Therefore, the
present value of the cash flows was determined, discounted at the financial asset's original effective
interest rate of 6.89%. The investment for the period, equal to EUR 498 thousand, concerns:
The change compared to 31 December 2023 is also attributable to interest income for the year in the
amount EUR 4,078 thousand.
The interest-bearing loan to S.A.Bro.M. S.p.A. refers to two interest-bearing loans: a first for EUR
2,336 thousand maturing on 31 October 2019 with an extension option in favour of S.A.Bro.M. S.p.A. for
a maximum of five annual renewals, currently renewed until 31 October 2025; a second for EUR 156
thousand, expiring on 31 December 2021, with the option of extension in favour of S.A.Bro.M. S.p.A. for
a maximum of four annual renewals, currently renewed until 31 December 2025. The total amount of
EUR 2,915 thousand also includes the interest accrued at 31 December 2024 (EUR 80 thousand),
calculated at an interest rate of 2.75%, as provided for in the agreement. The receivable was
reclassified within the next financial year in view of the contractual maturity date of 31 December 2024.
On 30 January 2024, the FNM Board of Directors, having acknowledged the 2023-2026 Business Plan
approved by the Busforfun Board of Directors on 29 January 2024, resolved to extinguish in advance
the two loans previously granted to Busforfun, amounting to EUR 4,000 thousand, and to approve a
new loan of EUR 6,000 thousand, with a residual disbursable amount of EUR 2,000 thousand in
consideration of the disbursements already made with the two extinguished loans amounting to EUR
4,000 thousand. Two payments in the amount of EUR 1,000 thousand, which took place on 14 February
2024 and 26 August 2024, disbursed the remaining amount payable.
The potentially convertible loan, maturing on 31 December 2033, carries an interest rate of 6-month
Euribor measured as of 31 January 2024 equal to 3.835% plus a margin equal to 1.5%, a 4-year pre-
amortisation with the first repayment instalment on 31 December 2028 and subsequent maturities on
31.12 each year. The interest expenses accrued on the two extinguished loans must be settled by 31
December 2026.
On 28 October 2024, by resolution of the Board of Directors of 26 September 2024, EUR 3,000
thousand of the loan previously disbursed was converted into an 'Equity Financial Instrument' (Note 12)
to support the capitalisation of the investee.
The item"Busforfun Interest-bearing Loan" includes accrued interest accrued and not yet collected in
the amount of EUR 496 thousand, of which EUR 276 EUR accrued in the year 2024.
On 11 May 2023, the FNM Board of Directors approved a loan to the associate SportIT to support its
development plan.
The loan, totalling EUR 3,000 thousand, matures 10 years after the stipulation date. The credit facility
bears interest at a floating rate of 1-month Euribor + 75 bps per annum. The agreement signed
provides for 4 tranches and a repayment in quarterly instalments, with the first instalment falling due
one year after the date of disbursement of each tranche.
The loan was signed on 26 May 2023 and disbursed for EUR 1,000 thousand on 12 June 2023. The
second tranche was disbursed on 9 September 2024 for EUR 800 thousand.
The item “SportIT interest-bearing loan” includes interest accrued and not yet collected in the amount
of EUR 11 thousand.
The Interest-bearing loan to Tangenziale Esterna S.p.A. refers to the interest-bearing loan, as
provided for in the contribution agreement to the project loan - Equity Contribution and Subordination
Agreement - renewed by MISE on 2 August 2018, under the same economic conditions as the previous
one, following the signing of the new loan agreement of the investee.

Financial Report as at 31 December 2024 | page 250

| FNM Group

As part of the refinancing of the debts maturing on 31 December 2025 and the opportunity to redesign
the financial and equity structure of the investee company, the Board of Directors of Tangenziale
Esterna S.p.A. will also propose to the next Shareholders' Meeting the capital increase, divisible in cash
up to a maximum of EUR115 million, to be offered as an option to all shareholders pro-rata, also
through the conversion of the capital portion of the subordinated shareholder loan. The assumed new
financial structure provides for the payment of accrued interest, calculated at an interest rate of
12.06%. The total amount of EUR 954 thousand also includes interest accrued and not yet collected in
the amount of EUR 444 thousand, of which EUR 60 thousand accrued in the current year.
The loan, pending consideration of a possible conversion into a share capital increase, for the same
amount, remained recognised in non-current financial assets, while accrued interest was reclassified to
current financial assets.
NOTES 12
FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH PROFIT OR
LOSS
- CURRENT AND NON-CURRENT

Description | 31/12/2024
Non-Current | Current | Total
Post-employment benefit provision policies | 4,369 | 754 | 5,123
Derivative instruments | 21 | — | 21
Financial assets measured at fair value through profit or loss | 4,390 | 754 | 5,144
Participating financial instruments | 1,600 | 29 | 1,629
Financial receivables at fair value through profit or loss from related parties (Note 49) | 1,600 | 29 | 1,629
Total | 5,990 | 783 | 6,773

Description | 31/12/2023
Non-Current | Current | Total
Post-employment benefit provision policies | 4,454 | 562 | 5,016
Financial assets measured at fair value through profit or loss | 4,454 | 562 | 5,016

The item "Post-employment benefit provision policies" concerns the policies taken out by the
subsidiary MISE for the "Post-employment benefits". The carrying amount represents the total
receivable, measured at fair value, at 31 December 2024 due from the insurance companies Allianz
(formerly Ras) and Assicurazioni Generali (formerly Ina Assitalia). The portion relating to terminated
employees is recorded under current assets.
Derivative assets are underwritten by the subsidiary Viridis.
The item "Participating Financial Instruments" is entirely attributable to the "Participating Financial
Instrument BUSFORFUN Convertible into Units 2024" (hereinafter also referred to as "SFP") subscribed
by the Company on 28 October 2024.
The conversion value shall be determined as the post-money value of the investee resulting from the
last share capital increase carried out by the investee itself or, in the absence thereof, the value
determined on the basis of a valuation established by an independent third party appointed by
Busforfun, it being understood that if the last share capital increase carried out by the investee is the
one resulting from the reconstitution of the share capital due to losses, in the latter case, the
conversion value shall be equal to the higher of (i) the post-money value of the investee resulting from
the last share capital increase of the same investee immediately prior to the one resulting from the

Financial Report as at 31 December 2024 | page 251

| FNM Group

reconstitution of the share capital due to losses and (ii) the value determined on the basis of a
valuation established by an independent third party appointed by the investee.
The instrument, which is exclusively convertible into Participating Shares, provides for a discretionary
conversion period between 1 January 2035 and 31 December 2039, and, if the discretionary conversion
option is not exercised, an automatic conversion on 31 December 2039.
The SFP bears interest calculated and accrued up to the time of conversion of the SFP itself, at a 6-
month Euribor 360 rate measured as of 31 January 2024, equal to 3.835% + a margin of 150 bps per
annum. Interest is paid annually.
As at 31 December 2024, the item includes accrued and unpaid interest of EUR 29 thousand.
The fair value of the instrument as at 31 December 2024 was EUR 1,600 thousand. This valuation
resulted in fair value adjustment charges of EUR 1,400 thousand being recognised in the income
statement.
The investments were classified among financial assets at fair value through profit or loss because the
cash flows werenot represented only by payments of principal and interest on the amount of the
principal to be repaid.
NOTES 13
RECEIVABLES FOR INVESTMENTS IN SERVICES UNDER CONCESSION
In accordance with IFRIC 12, this item includes the portion of accrued revenues recognised,
corresponding to investments made in railway infrastructure according to the completion percentage,
not yet collected at the end of the reporting period.
At 31 December 2024 and 2023 the item is broken down as follows:

Description | 31/12/2024 | 31/12/2023
Receivables for costs incurred in the year and not collected – Funded investments | 109,845 | 49,081
Receivables for costs incurred in the year and not collected - Hydrogen-powered Rolling Stock | 7,417 | —
Receivables for costs incurred in the year and not collected – Rolling Stock “Programme 2017-2032” | 128,004 | 161,636
Receivables for investments in services under concession | 245,266 | 210,717

The item "Receivables for costs incurred in the year and not collected – Rolling Stock Programme
2017-2032” is entirely attributable to costs relating to orders under the “Programme for the purchase of
Rolling Stock for the regional railway service for the years 2017-2032” managed by the subsidiary
Ferrovienord. This amount includes the consideration for construction services falling within the scope
of IFRIC 12 that had not yet been collected at the balance sheet date.
As previously mentioned, for this performance obligation, it should be noted that the income statement
presentation of the revenue for this performance is shown net of the related costs as, in application of
paragraphs B34 et seq. of IFRS 15, the Directors have concluded that the Group acts as an 'agent' under
this contract.
The item "Receivables for costs incurred in the year and not collected – Funded investments” relates to
orders managed by the subsidiary FERROVIENORD and relating to the maintenance of Railway
infrastructure under Concession, as well as the procurement of rolling stock, not included in the
"Purchase Programme 2017-2032".
This amount includes the consideration for construction services falling within the scope of IFRIC 12
that had not yet been collected at the balance sheet date.
The item 'Receivables for costs incurred in the year and not collected Hydrogen Rolling Stock' is entirely
attributable to costs related to the order for the purchase of hydrogen-powered rolling stock fully
financed, also with PNRR funds, managed by FNM. This amount includes the revenue recognised in
accordance with IFRS 15 not yet collected at the balance sheet date.

Financial Report as at 31 December 2024 | page 252

| FNM Group

As previously mentioned, for this performance obligation it should be noted that the income statement
presentation of the revenue for this performance is shown net of the related costs as, in application of
paragraphs B34 et seq. of IFRS 15, the Directors have concluded that the Group acts as an 'agent' under
this contract.
The next table shows the change in this item, in the year under review:

Description | Funded investments | Hydrogen- powered Rolling Stock | Rolling Stock Programme 2017-2032 | Total
Receivables for investments in services under concession – 01.01.2024 | 49,081 | — | 161,636 | 210,717
Receivables collected during the year | (274,707) | (23,971) | (257,353) | (556,031)
Use of advances | (39,941) | — | 3,290 | (36,651)
Write-downs carried out | — | — | — | —
Receivables for costs incurred in the year and not collected (Note 35) | 385,498 | 31,388 | 220,800 | 637,686
Reclassification of Contractual assets | (12,114) | — | — | (12,114)
Receivable for general expenses | 2,028 |  | (369) | 1,659
Receivables for investments in services under concession – 31.12.2024 | 109,845 | 7,417 | 128,004 | 245,266

The item "Use of advances" refers to utilisations made during the year, following SALs (progress
reports), of cash received in previous years.
The item "Reclassification of Contract assets" is attributable to costs not yet reported to the Regione
Lombardia for which the relevant milestone has not been reached and therefore where there is no
unconditional right to collect. The reclassification was made following the change made by the update
of the Planning Agreement (Resolution RL 1098 of 9 October 2023) concerning the method of
reimbursement of costs incurred, from SAL reporting to milestone reporting.
NOTES 14
CURRENT AND NON-CURRENT CONTRACT ASSETS
The item “Non-current contract assets”, amounting to EUR 38,247 thousand, includes the balance of the
investments made until 31 December 2024 by the subsidiary MISE within the scope of the existing
concession agreement with ANAS S.p.A. (now Ministry of Infrastructure and Transport, hereinafter
"MIT”). These amounts will be reclassified to "Intangible assets – Motorway infrastructure" when the
Group is entitled to recognise the investment when determining the tariff to be applied to end users.
Changes in 2024 and 2023 are presented below:

Description | 01/01/2024 | Changes 2024 | 31/12/2024
Increases | Reclassification | Write-downs
Historical cost | 80,077 | 28,384 | (68,573) | (681) | 39,207
Financial expenses | 2,358 | 270 | (2,076) | — | 552
Granting Body fees | (4,531) | (1,511) | 4,530 | — | (1,512)
Total Contract assets | 77,904 | 27,143 | (66,119) | (681) | 38,247

Financial Report as at 31 December 2024 | page 253

| FNM Group

Description | 01/01/2023 | Changes 2023 | 31/12/2023
Increases | Reclassification | Decreases
Historical cost | 79,196 | 11,539 | (10,655) | (3) | 80,077
Financial expenses | 2,543 | 300 | (485) | — | 2,358
Granting Body fees | (4,531) | — | — | — | (4,531)
Total Contract assets | 77,208 | 11,839 | (11,140) | (3) | 77,904

The increase in the year for investments made was EUR 28,384 thousand, mainly relating to:
– the construction of hydrogen distribution plants in the amount of EUR 24,419 thousand;
– the design of the noise barriers of Cologno Monzese for EUR 599 thousand;
– the redevelopment design of the “Green Door” area in the Cantalupa district of Milan for EUR
611 thousand;
– the design of the “replacement of safety barriers and construction of A51 lighting systems”
works for EUR 585 thousand;
– costs incurred for the design of the “Smart road” for EUR 443 thousand;
– the design of the Forlanini-Mecenate CAMM junction enhancement works for EUR 419
thousand, work related to the “2026 Winter Olympics”;
– the design of the A52-A4-SS36 interconnection upgrading works for EUR 233 thousand, work
related to the “2026 Winter Olympics”.
Financial expenses of EUR 270 thousand refer to interest expenses accrued on loans for the
construction of hydrogen distribution plants.
The contribution of EUR 4,000 thousand, granted by the Regione Lombardia for works related to the
upgrading of the A52-A4-SS36 interconnection at the Monza-Sant'Alessandro junction, was accounted
for as a reduction of the investment for the portion already executed, and therefore for EUR 1,511
thousand; the remainder is accounted for in the item "Payables for Current Financed Capital
Expenditure".
The reclassifications relate entirely to the transfer to the motorway infrastructure “in operation” of
investments related to obtainment of the tariff increase from 1 January 2024 (Note 7).
Write-downs refer to costs incurred for feasibility studies and design phases for investments that are
no longer feasible.
At 31 December 2024 and 2023, the item “Current contractual assets” is broken down as follows:

Description | 31/12/2024 | 31/12/2023 | Change
Contracts in progress on motorway infrastructure | 397 | 287 | 110
Ongoing orders on IT projects | 1,090 | — | 1,090
Current contract assets | 1,487 | 287 | 1,200
Orders in progress on railway infrastructure | 22,363 | 10,249 | 12,114
Related current contractual assets (Note 49) | 22,363 | 10,249 | 12,114
Total current contractual assets | 23,850 | 10,536 | 13,314

The item “Orders in progress on railway infrastructure” relates entirely to the funded investments made
in railway infrastructure. During the year, following the change made by the update of the Planning
Agreement (Resolution RL 1098 of 9 October 2023) regarding the methodology of reimbursement for
costs incurred, from SAL reporting to milestone reporting, costs not yet reported to the Regione
Lombardia for which the relevant milestone was not reached and therefore where there was no
unconditional right to collect, were reclassified to this item.

Financial Report as at 31 December 2024 | page 254

| FNM Group

NOTES 15
NET DEFERRED TAX ASSETS AND LIABILITIES
Changes in net deferred tax assets are shown below.

Description | 31/12/2024 | 31/12/2023 | Change
Deferred tax assets | 39,943 | 46,673 | (6,730)
Deferred tax liabilities | (5,787) | (10,027) | 4,240
Balance | 34,156 | 36,646 | (2,490)

Changes in net deferred tax assets are shown below:

Description | 31/12/2024 | 31/12/2023 | Change
Balance at the start of the year | 36,646 | 32,658 | 3,988
Allocated to income statement | (5,539) | 3,837 | (9,376)
Allocated to capital | (203) | 151 | (354)
Change in the scope of consolidation | 3,252 | — | 3,252
Balance at the end of the year | 34,156 | 36,646 | (2,490)

Deferred tax assets and liabilities are mainly generated from temporary differences on income
components with a future deductibility or taxability and on other adjustments for the adoption of
international accounting standards to the financial statements of investees.
The nature of temporary differences generating deferred tax assets and liabilities is summarised below:

Deferred tax assets 2023 | Balance 01.01.2023 | Allocated to income statement | Allocated to capital | Change in the scope of consolidation | Reclassification | Balance 31.12.2023
Capital gains | 375 | — | — | — | — | 375
Temporary non-deductible amortisation, depreciation and provisions | 30,486 | (14) | — | — | — | 30,472
Intangible fixed assets | 394 | 563 | — | — | — | 957
Post-employment benefit | (231) | 67 | 168 | — | — | 4
Impairment of receivables | 836 | 42 | — | — | — | 878
Fixed Assets- Tangible - Depreciationand Amortisation | 9,013 | 1,274 | — | — | — | 10,287
Leases | 1,563 | (184) | — | — | — | 1,379
Tax losses | 2,288 | — | — | — | — | 2,288
Derivative financial instruments | 50 | — | (17) | — | — | 33
Total | 44,774 | 1,748 | 151 | — | — | 46,673

Deferred tax assets 2024 | Balance 01.01.2024 | Allocated to income statement | Allocated to capital | Change in the scope of consolidation | Reclassification | Balance 31.12.2024
Capital gains | 375 | (17) | — | — | — | 358
Temporary non-deductible amortisation, depreciation and provisions | 30,472 | (10,279) | — | 435 | — | 20,628
Intangible fixed assets | 957 | 351 | — | 194 | — | 1,502
Post-employment benefit | 4 | 189 | (193) | — | — | —

Financial Report as at 31 December 2024 | page 255

| FNM Group

Impairment of receivables | 878 | 36 | — | 72 | — | 986
Fixed Assets- Tangible- Depreciationand Amortisation | 10,287 | 761 | — | 3,598 | (70) | 14,576
Leases | 1,379 | 288 | — | — | — | 1,667
Tax losses | 2,288 | (2,288) | — | — | — | —
Derivative financial instruments | 33 | — | (10) | — | — | 23
Total | 46,673 | (10,756) | (203) | 4,299 | (70) | 39,943

Deferred tax liabilities 2023 | Balance 01.01.2023 | Allocated to income statement | Allocated to capital | Change in the scope of consolidation | Reclassification | Balance 31.12.2023
Capital gains | 2 | — | — | — | — | 2
Fixed assets | 1,196 | (33) | — | — | — | 1,163
Motorway Infrastructure Concession Assets | 10,918 | (2,056) | — | — | — | 8,862
Total | 12,116 | (2,089) | — | — | — | 10,027

Deferred tax liabilities 2024 | Balance 01.01.2024 | Allocated to income statement | Allocated to capital | Change in the scope of consolidation | Reclassification | Balance 31.12.2024
Capital gains | 2 | — | — | — | — | 2
Fixed assets | 1,163 | (31) |  | 1,047 | (70) | 2,109
Motorway Infrastructure Concession Assets | 8,862 | (5,186) | — | — | — | 3,676
Total | 10,027 | (5,217) | — | 1,047 | (70) | 5,787

The recognition of deferred tax assets in shareholders' equity is related to the recognition of actuarial
gains and losses in a special equity reserve with reference to the post-employment benefits of fully
consolidated companies (Note 10).
There are no unutilised tax losses at the balance sheet date on which no deferred taxes have been
provided for.
Considerations on estimates on which the recognition of deferred taxes depends are made in Note 4
"Items subject to significant assumptions and estimates". Specifically, based on historical results and
expectations of taxability, the Group is expected to reasonably realise the deferred tax assets at 31
December 2024.
Changes in deferred tax liabilities that are not stated net in the statement of financial position are
shown below.

Description | 31/12/2024 | 31/12/2023 | Change
Deferred tax liabilities | 2,952 | — | 2,952
Balance | 2,952 | — | 2,952

Deferred tax liabilities 2024 | Balance 01.01.2024 | Allocated to income statement | Allocated to capital | Change in the scope of consolidation | Reclassification | Balance 31.12.2024
PPA Allocation - Equity investments | — | (747) | — | 3,699 | — | 2,952
Total | — | (747) | — | 3,699 | — | 2,952

Financial Report as at 31 December 2024 | page 256

| FNM Group

NOTES 16
INVENTORIES
The next table shows how this item is broken down:

Description | 31/12/2024 | 31/12/2023
Permanent way material | 6,653 | 7,350
Bus spare parts | 3,577 | 3,165
Motorway infrastructure maintenance material | 2,497 | 1,912
Spare parts for contact lines, apparatuses, control units and telephones | 2,501 | 2,359
Maintenance spare parts – photovoltaic plants | 1,584 | —
Diesel and lubricants | 267 | 527
Other auxiliary materials | 591 | 604
(LESS) Provision for bad debts – inventories | (1,951) | (2,800)
Total | 15,719 | 13,117

This item increased by EUR 2,602 thousand compared to the previous year, mainly due to the
contribution of Viridis, amounting to EUR 1,584 thousand, as well as to the increase in materials used to
carry out maintenance work on motorway infrastructure, for EUR 585 thousand, and on buses for EUR
412 thousand.
As a result of the scrapping carried out during the year, the provision for stock obsolescence for
obsolete material was utilised in the amount of EUR 436 thousand.
Following specific analysis of the rotation indexes of materials, the provision was released for EUR 413
thousand.
NOTES 17
TRADE RECEIVABLES

Description | Current
31/12/2024 | 31/12/2023
Receivables from customers – gross | 82,091 | 88,435
(LESS) Provision for bad debts | (4,877) | (4,175)
Trade receivables from third parties | 77,214 | 84,260
Receivables from related parties – gross | 66,070 | 86,950
(LESS) IFRS 9 Impairment Provision | (179) | (179)
Trade receivables from related parties (Note 49) | 65,891 | 86,771
Total | 143,105 | 171,031

Trade receivables from third parties
The change in trade receivables, amounting to EUR 7,046 thousand, is mainly attributable to:
• receivables for interconnection relationships with interconnected motorway companies – equal to
EUR 49,771 thousand (EUR 58,394 thousand at 31 December 2023) –, the main one being
Autostrade per l'Italia S.p.A.. This amount represents the receivable from users for deferred tolls.
The decrease from the previous year is justified by the lower advance payments recognised by
Autostrade per l'Italia S.p.A. In 2023;
• receivables from oil companies for royalties, for EUR 1,291 thousand given that the receivable in
2023 also included the balance of the settlement for the “SP 46 Rho-Monza redevelopment” works;
• lower receivables for intermodal traffic services, down by EUR 572 thousand.
These changes are partially offset by:

Financial Report as at 31 December 2024 | page 257

| FNM Group

• the contribution to the consolidation of Viridis and its subsidiaries, amounting to EUR 2,172
thousand, deriving from receivables for the sale of electricity;
• the contribution to the consolidation of Nordcom for EUR 1,808 thousand.
The fair value of receivables approximates the carrying amount at 31 December 2024 and 31 December
2023.
With reference to IFRS 9, it is pointed out that the risk of default on the receivables was estimated, as in
previous years, taking into account the generic risk of non-collectability of the receivables not due at
the reference date, which can be derived from historical experience.
Trade receivables from related parties
The item mainly includes receivables due from the Regione Lombardia for the Service Contract and the
Programme Agreement on railway infrastructure for the portion relating to design, project
management and site safety expenses, as well as from the investee Trenord.
The decrease in gross trade receivables from related parties, amounting to EUR 20,880 thousand
compared to 31 December 2023, was mainly due to lower receivables for fees invoiced to Trenord for
locomotive rental and administrative services (for EUR 24,226 thousand), partially offset by higher
receivables for design services (for EUR 5,025 thousand compared to 31 December 2023), for the
maintenance of the railway infrastructure to be charged back to the Regione Lombardia.
NOTES 18
OTHER CURRENT AND NON-CURRENT ASSETS
This item is broken down as follows:

Description | 31/12/2024
Non-Current | Current | Total
Receivables for advances to suppliers on work in progress (SAL) on Funded Investments - Railway infrastructure | — | 34,917 | 34,917
Receivables for advances to suppliers on work in progress (SAL) on Other Rolling Stock (Hydrogen and Airport) | — | 30,760 | 30,760
Tax receivables | — | 10,913 | 10,913
Receivables for grants | — | 8,885 | 8,885
Receivables for advances to suppliers on work in progress (SAL) on Financed Trains (2017-2032 Programme) | — | 4,511 | 4,511
Receivables for advances to suppliers on work in progress (SAL) on Motorway infrastructure | — | 2,243 | 2,243
Receivables from GSE | — | 2,124 | 2,124
Receivables for Government grants | — | 1,480 | 1,480
Receivables from INPS – sickness costs | — | 90 | 90
Sundry assets | 3,284 | 8,277 | 11,561
(LESS) Provision for bad debts | — | (223) | (223)
Other assets from third parties | 3,284 | 103,977 | 107,261
Receivables from related parties | 7 | 13,510 | 13,517
(LESS) IFRS 9 Impairment Provision | — | (37) | (37)
Other assets from related parties (Note 49) | 7 | 13,473 | 13,480
Total | 3,291 | 117,450 | 120,741

Financial Report as at 31 December 2024 | page 258

| FNM Group

Description | 31/12/2023
Non-Current | Current | Total
Receivables for advances to suppliers on work in progress (SAL) on Funded Investments - Railway infrastructure | — | 42,216 | 42,216
Receivables for advances to suppliers on work in progress (SAL) on Financed Trains (2017-2032 Programme) | — | 41,195 | 41,195
Receivables for contributions from other public bodies | — | 12,198 | 12,198
Receivables for advances to suppliers on work in progress (SAL) on Other Rolling Stock (Airport) | — | 6,531 | 6,531
Tax receivables | — | 6,185 | 6,185
Receivables for advances to suppliers on work in progress (SAL) on Motorway infrastructure | — | 3,752 | 3,752
Receivables for Government grants | — | 893 | 893
Receivables from INPS – sickness costs | — | 230 | 230
Sundry assets | 2,948 | 6,180 | 9,128
(LESS) Provision for bad debts | — | (223) | (223)
Other assets from third parties | 2,948 | 119,157 | 122,105
Receivables from related parties | 7 | 17,499 | 17,506
(LESS) IFRS 9 Impairment Provision | — | (37) | (37)
Other assets from related parties (Note 49) | 7 | 17,462 | 17,469
Total | 2,955 | 136,619 | 139,574

Other assets – third parties
“Receivables for advances to suppliers on work in progress (SAL) on Funded Investments - Railway
infrastructure”, amounting to EUR 34,917 thousand, are entirely due to the advance portion on the
progress (SAL) of the orders relating to the maintenance of the Railway infrastructure under
Concession.
The item "Receivables for advances to suppliers on work in progress (SAL) on Other Rolling Stock
(Hydrogen and airport)” is attributable to advance payments on the progress (SAL) of the orders for the
procurement of rolling stock not included in the "Purchase Programme 2017-2032". This item increased
by EUR 24,229 thousand in relation to the recognition of the second contractual advance on work
orders in the amount of EUR 18,275 thousand, partially offset by utilisations in the year as a result of
the progress of the orders. The percentage of progress on work orders accrued in relation to the
percentage of completion in the year was EUR 113,305 thousand.
The item also includes advances paid for the supply of hydrogen-powered rolling stock, reclassified
from the item 'Fixed assets under construction and advances' (Note 6), amounting to EUR 21,240
thousand, following its inclusion among investments financed with public funds available to the
Regione Lombardia, including the PNRR. In addition, a second advance in the amount of EUR 5,461
thousand was recognised during the year. Advances were utilised following the progress of the contract
in the amount of EUR 9,416 thousand. The percentage of progress on work orders accrued in relation
to the percentage of completion in the year was EUR 31,388 thousand.
Current tax receivables refer primarily to VAT receivables arising from the annual settlement for EUR
5,401 thousand (EUR 4,630 thousand at 31 December 2023), VAT receivables for which a refund has
already been requested for EUR 4,189 thousand (EUR 513 thousand at 31 December 2023), receivables
claimed from the Revenue Agency for the reimbursement of excise duty on diesel fuels for EUR 687
thousand (EUR 770 thousand at 31 December 2023), receivables claimed from the Revenue Agency for
the tax credits deriving from Investments 4.0, for EUR 192 thousand (EUR 378 thousand at 31
December 2023), the “facades bonus” for EUR 161 thousand (EUR 238 thousand at 31 December 2023).
The VAT receivable for which a refund has already been requested refers to receivables recognised:
– by the subsidiary Viridis, in the amount of EUR 3,675 thousand, for refund claims on 2023 VAT
credits;

Financial Report as at 31 December 2024 | page 259

| FNM Group

– by the subsidiary MISE, for EUR 513 thousand, for VAT refund applications for the years 2003,
2004, 2005 and 2006 following notification by the Supreme Court of Cassation of the orders
sentencing the Revenue Agency to make payments on those applications.
Receivables for grants from public entities other than the State and the Regione Lombardia, amounting
to EUR 8,885 thousand, down by EUR 3,313 thousand, relate to receivables due from:
• the Granting Body of the Service Contract by the subsidiary ATV for the additional services
performed, for EUR 132 thousand (EUR 175 thousand at 31 December 2023);
• the Granting Body of the Service Contract by the subsidiary ATV for contributions to be collected to
cover the loss of traffic revenues resulting from the COVID-19 pandemic by the subsidiary ATV, in
the amount of EUR 2,192 thousand (EUR 600 thousand at 31 December 2023);
• the Province and Municipality of Verona for contributions to be received on purchases of new
buses, also carried out by ATV, in the amount of EUR 6,561 thousand (EUR 9,723 thousand at 31
December 2023);
As at 31 December 2023, a receivable was also recognised due from the Granting Body of the Service
Contract to the subsidiary ATV for the contributions allocated by Legislative Decrees Nos. 115, 144 and
179/2022 to cover the increase in fuel costs as a result of the Russia-Ukraine conflict, benefiting Local
Public Transport companies, valid for the second and third four-month periods of 2022, in the amount
of EUR 1,700 thousand and collected in full in the second half of 2024.
The item “Receivables for advances to suppliers on work in progress (SAL) on Financed Trains
(2017-2032 Programme)”, amounting to EUR 4,511 thousand, is entirely due to the advance portion on
the progress (SAL) of the orders relating to the “Programme for the purchase of Rolling Stock for the
regional railway service for the years 2017-2032”.
The decrease in the period, amounting to EUR 36,684 thousand, relates to the utilisations in the year
following progress on work orders.
The percentage of progress on work orders accrued in relation to the percentage of completion during
the year was EUR 220,780 thousand (compared to the total value of EUR 1,637 million).
The item “Receivables for advances to suppliers on work in progress (SAL) on Motorway infrastructure”
mainly refers to contractual advances granted to contractors pursuant to Law No. 11/2015 converting
Decree Law No. 210 of 30/12/2015, Art. 7.
Receivables for Government grants refer for EUR 1,479 thousand (EUR 791 thousand as at 31
December 2023), to the receivable from the State for the portion of grants related to the “raw material
increase”, established by the Aid Decree, recognised by MIT but not yet collected; the portion
recognised as at 31 December 2023 refers to the second half of 2022 and the second quarter of 2024.
As at 31 December 2023, the receivable related to the third quarter of 2023 and was fully collected in
the current year.
Sundry assets
The item "Current sundry assets" mainly includes EUR 2,271 thousand (EUR 2,070 thousand at 31
December 2023) in advances to suppliers and EUR 3,791 thousand (EUR 2,263 thousand at 31
December 2023) in prepayments for insurance premiums.
Specifically, prepayments include:
• deferrals for Warranty & Indemnity (W&I) insurance policies taken out to cover the Representations &
Warranties contained in the sale and purchase agreement signed with the Regione Lombardia for
the acquisition of MISE, amounting to EUR 166 thousand (EUR 511 thousand at 31 December
202 3);
• “Green maintenance agreements”, or the contribution paid to the Municipalities of Corana (PV)
and Silvano Pietra (PV) for the maintenance of areas intended for environmental mitigation. Costs
are allocated pro-rata to each reporting period until 31 October 2028;
• “Multihole duct agreement”, referring to the agreement renewed during the year with Telecom
Italia S.p.A. for the use of optical fibres, expiring on 31 October 2028, charged to the Income
Statement on an accrual basis.
Other assets – related parties
Receivables from related parties mainly refer to receivables for services rendered to investees in joint
ventures and associates, which decreased by EUR 3,664 thousand in relation to higher amounts

Financial Report as at 31 December 2024 | page 260

| FNM Group

collected for capital grants from the Regione Lombardia and for the redebiting of traction electricity to
Trenord.
The fair value of receivables approximates the carrying amount at 31 December 2024 and 31 December
2023.
NOTES 19
CURRENT AND NON-CURRENT TAX RECEIVABLES

Description | 31/12/2024
Non-Current | Current | Total
IRES (CORPORATE INCOME TAX) | 134 | 12,722 | 12,856
IRAP (REGIONAL BUSINESS TAX) | — | 1,849 | 1,849
Tax receivables | 134 | 14,571 | 14,705

Description | 31/12/2023
Non-Current | Current | Total
IRES (CORPORATE INCOME TAX) | 153 | 37 | 190
IRAP (REGIONAL BUSINESS TAX) | — | 347 | 347
Tax receivables | 153 | 384 | 537

The item includes receivables from the tax authorities for IRES and IRAP, which increased compared to
the previous year in relation to the higher IRES and IRAP advances paid with respect to taxes accrued
for the year, amounting to EUR 19,217 thousand.
NOTES 20
CASH AND CASH EQUIVALENTS
The next table shows how this item is broken down.

Description | 31/12/2024 | 31/12/2023
Bank and postal deposits | 419,697 | 394,271
(LESS) IFRS 9 Impairment | (1,472) | (617)
Cash on hand | 1,220 | 1,591
Total cash and cash equivalents | 419,445 | 395,245
Time deposit | 80,000 | —
Total cash and cash equivalents | 80,000 | —
Total Cash and cash equivalents | 499,445 | 395,245

The breakdown of bank and postal deposits is shown below:

Financial Report as at 31 December 2024 | page 261

| FNM Group

Bank and postal deposits (including Time Deposit) | 31/12/2024 | 31/12/2023 | Variazioni
Bank and postal deposits in cash pooling | 393,509 | 270,392 | 123,117
ATV (and its subsidiary La Linea 80) | 21,211 | 13,630 | 7,581
MISE (and its subsidiary Milano Serravalle Engineering) | 26,646 | 17,259 | 9,387
Viridis (and its subsidiaries) | 1,646 | — | 1,646
Ferrovienord (accounts dedicated to RL investments) | 56,685 | 92,990 | (36,305)
Total | 499,697 | 394,271 | 105,426

The FNM Group manages cash and cash equivalents through cash pooling. On a daily basis the balances
of bank current accounts of individual companies are transferred to the current accounts of the Parent
Company, which concurrently credits/debits the giro account of individual subsidiaries. At 31 December
2024, the Group companies that did not participate in cash pooling were ATV and its subsidiary La Linea
80.
MISE and its subsidiary Milano Serravalle Engineering adhere to the Group's centralised Treasury
management agreement solely for the current accounts held at Unicredit and BPER, not concerned by
funds dedicated to the payment of the investments envisaged in the concession.
On 18 June 2024, the Viridis Board of Directors resolved to adhere to the contract for centralised Group
treasury management. The first transfer of Viridis’ balances to the Parent Company's current accounts
took place on 24 July 2024.
On that basis, in view of cash on bank deposits of EUR 419,697 thousand, of short-term payables to
banks of EUR 181,209 thousand and non-current payables to banks of EUR 52,214 thousand (Note 22),
the Group has payables in giro accounts - inclusive of interest - of EUR 19,210 thousand (EUR 30,024
thousand as at 31 December 2023), as represented below:

Payables in giro account | 31/12/2024 | 31/12/2023 | Change
Nord Energia | 16,189 | 19,378 | (3,189)
Nordcom |  | 7,155 | (7,155)
Corporate bodies | 3,021 | 3,491 | (470)
Total (Note 24) | 19,210 | 30,024 | (10,814)

Interest income and expense are recognised on said giro accounts at market rates (Note 24).
The item "FERROVIENORD (accounts dedicated to RL investments)" includes the balance of the
dedicated account "Programme for the purchase of Rolling Stock for the regional railway service
2017-2032". The balance of this current account as at 31 December 2024 amounted to EUR 56,685
thousand ( 92,990 thousand as at 31 December 2023).
The item Time Deposit is entirely attributable to amounts deposited in 3-month term current accounts.
The change in the item is analysed in more detail by nature of component in the Statement of Cash
Flows.
In relation to the adoption of IFRS 9, based on the expected losses model, the Group considers the
expected losses along the life of the financial asset at each reference date of the financial statements.
Following an update of the valuations conducted during the period, the provision was supplemented by
EUR 854 thousand.

Financial Report as at 31 December 2024 | page 262

| FNM Group

NOTES 21
SHAREHOLDERS’ EQUITY

Description | Shareholders’ Equity attributable to Majority Shareholders | Total Shareholders' Equity attributable to the Group | Shareholders' Equity attributable to Non- Controlling Interest | Total Shareholders' Equity
Share capital | Other reserves | Reserve for fair value changes in derivatives | Indivisible Profits/ Losses | Reserve for actuarial gains/losses | Translation reserve | Profit/Loss for the year
Balance as at 01.01.2023 | 230,000 | 7,788 | 5,547 | (22,721) | (5,357) | 200 | 68,476 | 283,933 | 22,980 | 306,913
Total Comprehensive Income |  |  | (1,283) | — | (290) | 78 | 80,855 | 79,360 | 1,081 | 80,441
Allocation of 2022 profit |  |  |  | 68,476 |  |  | (68,476) | — |  | —
Distribution of dividends |  |  |  | (10,003) |  |  |  | (10,003) |  | (10,003)
Put Option variation |  |  |  | 2,430 |  |  |  | 2,430 | — | 2,430
Change in the scope of consolidation |  |  | — | (386) | — |  |  | (386) | (3,235) | (3,621)
Balance as at 31.12.2023 | 230,000 | 7,788 | 4,264 | 37,796 | (5,647) | 278 | 80,855 | 355,334 | 20,826 | 376,160
Total Comprehensive Income |  |  | 649 | — | 486 | (22) | 59,326 | 60,439 | 324 | 60,763
Allocation of 2023 profit |  |  |  | 80,855 |  |  | (80,855) | — |  | —
Distribution of dividends |  |  |  | (10,000) |  |  | — | (10,000) |  | (10,000)
Put Option variation |  |  |  | (31,319) |  |  | — | (31,319) |  | (31,319)
Change in the scope of consolidation |  |  | (140) | — | — |  |  | (140) | 15,037 | 14,897
Balance as at 31.12.2024 | 230,000 | 7,788 | 4,773 | 77,332 | (5,161) | 256 | 59,326 | 374,314 | 36,187 | 410,501

At 31 December 2024 and 31 December 2023, fully paid-up share capital amounted to EUR 230,000
thousand, comprising 434,902,568 ordinary shares, with no par value.
On 22 April 2024, the Shareholders' Meeting approved the Separate Financial Statements of the Parent
Company for the year 2023 and resolved to allocate profit for the year of the Parent Company as
follows:
• EUR 712 thousand to legal reserve;
• EUR 3,526 thousand to the extraordinary reserve;
• EUR 10,000 thousand as distribution of the ordinary dividend to Shareholders.
The item “Change in the scope of consolidation” for the year 2024 is attributable to:
1. the acquisition of 80% of the share capital of Viridis Energia S.p.A., for EUR 12,584 thousand
(Note 3);
2. the capital increase of the subsidiary La Linea 80, amounting to EUR 1,804 thousand, which was
also proportionally made by third parties holding 30% of the subsidiary's share capital.
Changes in Shareholders' Equity attributable to Non-Controlling Interest are presented below:

| ATV | La Linea 80 | Viridis | Total
Share held by non-controlling shareholders | 50.00% | 35.00% | 20% |
Saldo al 01.01.2024 | 19,246 | 1,580 | — | 20,826
Change in the scope of consolidation |  | 541 | 14,496 | 15,037
Operating result | 178 | 34 | 65 | 277
Reserve for Actuarial Gains/(Losses) | 69 | — | (22) | 47
Saldo al 31.12.2024 | 19,493 | 2,155 | 14,539 | 36,187

To complete the information on minority interests, the following table shows the interest that minority
interests have in the Group's assets and cash flows, relating to the shareholdings in ATV and Viridis:

Financial Report as at 31 December 2024 | page 263

| FNM Group

Interessenze Minoritarie ATV | ATV | Viridis
Total non-current assets | 24,732 | 26,631
Total current assets | 21,465 | 3,214
of which Cash and cash equivalents | 10,430 | 329
Total non-current liabilities | (13,256) | (4,636)
Total current liabilities | (13,448) | (10,670)
Turnover | 43,428 | 3,811
Operating result | 178 | 65

The following is a reconciliation between the profit/loss and Shareholders' Equity of FNM S.p.A.'s
Separate Financial Statements and the Group's Consolidated Financial Statements:

Amounts in EUR thousands | Shareholders' Equity 01.01.24 | 2024 Profit/Loss | Other result components transited directly to Shareholders’ Equity | Change in the scope of consolidation | Other changes | Shareholders' equity 31.12.24
Financial Statements of the Parent Company FNM S.p.A. | 417,345 | (376) | 19 | — | (10,000) | 406,988
Derecognition of equity investments | (655,425) |  |  | (30,135) | (140) | (685,700)
Shareholders’ Equity contributed by the consolidated companies | 593,414 | 59,702 | 1,094 | (9,285) | — | 644,925
Consolidation adjustments | — | — | — | 39,420 | — | 39,420
Put option recognition | — | — | — | (31,319) | — | (31,319)
FNM Group Shareholders' Equity | 355,334 | 59,326 | 1,113 | (31,319) | (10,140) | 374,314

The reasons underlying the difference between market capitalisation (equal to EUR 189.2 million at 31
December 2024) and Group Shareholders' Equity (equal to EUR 371.2 million at 31 December 2024) are
to be found in a combination of factors that can be summarised as follows:
a. the Group is listed in the Standard segment of the MTA of Borsa Italiana, a segment that
penalises the stock in terms of daily trading volumes;
b. the ( free float) on the market is limited as its shareholder structure is represented by 72.3%
permanent shareholders: the Regione Lombardia holds 57.6% of the capital and Ferrovie dello
Stato owns the remaining 14.74%. The free float is therefore less than 30% and market
transactions relate to minority shareholdings, which reflect information asymmetries with
respect to controlling shareholders;
c. minority shareholders could apply a significant discount to the value of unconsolidated equity
investments recorded in the Group's Financial Statements, as they do not distribute dividends
and, therefore, represent surplus assets which do not offer remuneration to minority
shareholders.
In light of these in-depth analyses conducted, the Directors believe that the existing difference between
market capitalisation and Group Shareholders’ Equity cannot be considered an indicator of impairment
as market capitalisation is not considered representative of the Group's recoverable amount.

Financial Report as at 31 December 2024 | page 264

| FNM Group

NOTES 22
CURRENT AND NON-CURRENT PAYABLES TO BANKS
Payables to banks at 31 December 2024 and 31 December 2023 are broken down as follows:

Description | 31/12/2024
Non-Current | Current | Total
Bridge Loan - Intesa 2024 |  | 85,435 | 85,435
Intesa-BancoBPM-BNL-Ubibanca-Unicredit 2019 | 24,957 | 24,905 | 49,862
RCF credit facility | — | 35,293 | 35,293
BPER BANCA loan account – Photovoltaic | 14,807 | 2,185 | 16,992
EIB Funding | 8,415 | 8,412 | 16,827
Banca Nazionale del Lavoro/Monte Paschi di Siena 2010 |  | 12,482 | 12,482
Intesa-Banco BPM 2010 |  | 7,493 | 7,493
BPM loan account – Photovoltaic | 2,457 | 1,400 | 3,857
Intesa 2023 – Hydrogen Loan | 1,578 | 1,576 | 3,154
Banca BPER (EIB intermediation) 2012 |  | 1,983 | 1,983
BPER BANCA loan account – VAT FACILITY – Photovoltaic | — | 31 | 31
Other payables to banks for loans | — | 14 | 14
Payables to banks | 52,214 | 181,209 | 233,423

Description | 31/12/2023
Non-Current | Current | Total
Intesa-BancoBPM-BNL-Ubibanca-Unicredit 2019 | 49,855 | 24,878 | 74,733
Banca Nazionale del Lavoro/Monte Paschi di Siena 2010 | 12,480 | 12,466 | 24,946
EIB Funding | 16,793 | 8,388 | 25,181
Intesa-Banco BPM 2010 | 7,493 | 7,490 | 14,983
Banca BPER (EIB intermediation) 2012 | 1,983 | 1,961 | 3,944
Intesa 2023 – Hydrogen Loan | 3,154 | 1,573 | 4,727
Other payables to banks for loans | — | 29 | 29
Payables to banks | 91,758 | 56,785 | 148,543

The item “ Bridge Loan - Intesa 2024” is entirely attributable to the short-term loan, signed on 19
February 2024 with Intesa Sanpaolo S.p.A., for EUR 85,000 thousand, for the payment of the purchase
price of Viridis.
The loan agreement expired on 19 February 2025, with FNM's option to extend the term until 19 August
2025. The option to extend the reimbursement term was exercised on 20 January 2025.
The financing includes the following covenants:
(i) the ratio of Group Net Debt to Shareholders' Equity, calculated at the level of the
Consolidated Financial Statements and Consolidated Interim Report, equal to or less than: a) as at 30
June 2024, x≤ 3.00 and b) as from 31 December 2024, x≤ 2.50;
(ii) the ratio of Group Net Debt to EBITDA, calculated at the level of the Consolidated Financial
Statements and the Consolidated Interim Report, is equal to or less than 5.85x; and
(iii) the ratio of EBITDA to Net Financial Expenses, calculated at the level of the Consolidated
Financial Statements and the Consolidated Interim Report, is equal to or greater than 5.77x.
As at the closing date of 31 December 2024, based on available data, these covenants have been met.
The Loan Agreement also provides for some mandatory repayment clauses upon the occurrence of
certain events (downgrading of the rating to sub-investment grade, change of control, etc...).
The items “Intesa-BancoBPM-BNL-Ubibanca-Unicredit 2019”, “Banca Nazionale del Lavoro/Monte
Paschi di Siena 2010 ”, “Intesa-Banco BPM 2010”, “Banca BPER (EIB intermediation) 2012” and
"Intesa 2023 - Hydrogen Loan" represent the bank debt of the subsidiary MISE, already present as at
31 December 2023, recognised at amortised cost. All instalments due in the year were duly repaid,
totalling EUR 48,580 thousand.

Financial Report as at 31 December 2024 | page 265

| FNM Group

On 2 December 2022, a bilateral loan was taken out by the subsidiary MISE from Intesa Sanpaolo in the
amount of EUR 4,740 thousand, aimed at supporting the project to build 5 hydrogen fuelling stations
on motorway sections under concession.
The underwriting of the new funding became necessary because in order for the underlying project to
access the grant from the European Commission, it must be co-financed by a loan from a Financial
Intermediary for at least 10% of the total amount of the initiative.
The loan taken out provides for straight-line principal amortisation starting on 30 June 2024 and ending
on 31 December 2026, the final repayment date of the loan. The loan has been fully drawn down on 20
November 2023 and its interest rate is equal to the 6-month Euribor (without floor) plus a margin of
2.35%. Both instalments falling due during the year, amounting to EUR 1,580 thousand, were repaid. It
has no financial covenants.
The following table summarises the interest rates and covenants set forth in each agreement of the
subsidiary MISE mentioned above:

Loan | Residual Nominal Amount | Expiration | Interest rate | Covenants
Intesa-Banco BPM 2010 | 7,500 | 31/12/2025 | 6-month Euribor (no floor) + margin 2% | NFP/EBITDA < 5 NFP/SE < 2 (MISE Separate financial statements)
Banca Nazionale del Lavoro/Monte Paschi di Siena 2010 | 12,500 | 31/12/2025 | 6-month Euribor (no floor) + margin 2.25% | NFP/EBITDA < 5 NFP/SE < 2 (MISE Separate financial statements)
Banca BPER (EIB intermediation) 2012 | 2,000 | 31/12/2025 | Fixed rate 3.617% | N/A
Intesa 2023 – Hydrogen Loan | 3,160 | 31/12/2026 | 6-month Euribor (no floor) + margin 2.35% | N/A
Intesa-BancoBPM-BNL-Ubibanca- Unicredit 2019 | 50,000 | 31/12/2026 | 6-month Euribor (no floor) + margin 1.80% | NFP/EBITDA < 4 NFP/SE < 2 (MISE Separate financial statements)

As at the closing date of 31 December 2024, based on available data, these covenants have been
respected.
As part of the financing activities for the acquisition of the shares of Viridis Energia S.p.A., FNM entered
into a Revolving Credit Facility ("RCF ") with Banca Intesa Sanpaolo S.p.A. on 25 July 2024 for a
maximum amount of EUR 40,000 thousand with a term of 24 months from the date of signing. The line,
recorded under the item 'RCF credit line', was utilised in three tranches with a 6-month maturity on 3
October 2024 for EUR 20,000 thousand; on 22 October 2024 for EUR 7,000 thousand; and on 15
November 2024 for EUR 8,000 thousand.
The variable interest rate applied is 6-month Euribor with a spread of 0.90% per annum.
The item "EIB Funding” is entirely attributable to the disbursement of the loan taken out by the Parent
Company from the European Investment Bank on 21 December 2017, for a total maximum amount of
EUR 50 million. The purpose of the loan is to guarantee the financial coverage of the investment
totalling EUR 95.1 million, pertaining to the purchase of nine 6-body electric trains to be used for the
development and enhancement of the cross-border services connected with the opening of the Monte
Ceneri base tunnel.
The loan was fully disbursed in the course of 2020. In particular, on 20 March 2020, the first tranche of
EUR 10 million was disbursed, and on 12 October 2020 the second tranche of EUR 40 million. The first
tranche of the loan has a fixed rate of 0.377%, with six-year maturity and repayment plan in constant
annual instalments with the first due date on 1 February 2021. The second tranche of the loan has a
fixed rate of 0.446%, with six-year maturity and repayment plan in constant annual instalments with the
first due date on 12 October 2021.
Both instalments falling due during the year, amounting to EUR 8,351 thousand, were repaid.
The loan provides for financial covenants calculated on the Consolidated Financial Statements of the
Group (Annual and Interim):
• NFP/SE ≤ 3.0 at the calculation date of 31 December 2023 and 30 June 2024, ≤ 2.5 for subsequent
calculation dates;
• NFP/EBITDA ≤ 5.85;
• EBITDA/Financial expenses ≥ 5.77.

Financial Report as at 31 December 2024 | page 266

| FNM Group

As at the closing date of 31 December 2024, based on available data, these covenants have been
respected.
“Photovoltaic” loans represent the bank debt of Viridis Energia group companies recorded at
amortised cost. All instalments due in the year were duly repaid, totalling EUR 2,323 thousand. During
the year, bank debts existing at the time of the acquisition were partially repaid for a total amount of
EUR 20,200 thousand.
The following table summarises the interest rates and "covenants” set forth in each loan agreement of
the subsidiaries of the Viridis Energia group:

Loan | Line | Residual Nominal Amount | Expiration | Interest rate | Covenants
BPM Loan account – Photovoltaic VBIO1 S.r.l. | Base | 3,100 | 30/06/2027 | 6-month Euribor (no floor) + margin 2.15% | Distribution covenant: DSCR: 1.20 x LLCR: 1.20 x D/E: 80/20 Covenant by default: DSCR: 1.05 x LLCR: 1.10 x D/E: 80/20
Working Capital | 200 | 31/12/2026 | 6-month Euribor (no floor) + margin 1.85%
DSR | 400 | 30/06/2027 | 6-month Euribor (no floor) + margin 2.15%
BPM Loan account – Photovoltaic VBIO2 S.r.l. | Base | 2,650 | 30/06/2027 | 6-month Euribor (no floor) + margin 2.15% | Distribution covenant: DSCR: 1.20 x LLCR: 1.20 x D/E: 80/20 Covenant by default: DSCR: 1.05 x LLCR: 1.10 x D/E: 80/20
Working Capital | 200 | 31/12/2026 | 6-month Euribor (no floor) + margin 1.85%
DSR | 400 | 30/06/2027 | 6-month Euribor (no floor) + margin 2.15%
BPER BANCA loan account – Photovoltaic | Base | 17,230 | 31/12/2031 | 6-month Euribor (no floor) + margin 1.90% | Distribution covenant: DSCR: 1.15 x D/E: 85/15 Covenant by default: Historical DSCR: 1.05 x Prospective DSCR: 1.10 x D/E: 85/15
Construction | 1,220 | 31/12/2031 | 6-month Euribor (no floor) + margin 1.90%
DSR | 1,500 | 31/12/2031 | 6-month Euribor (no floor) + margin 2.15%
BPER BANCA loan account – Photovoltaic | Base | 6,200 | 30/06/2038 | 6-month Euribor (no floor) + margin 2.30% | Distribution covenant: DSCR: 1.15 x D/E: 85/15 Covenant by default: Historical DSCR: 1.05 x Prospective DSCR: 1.10 x D/E: 85/15
VAT | 850 | 31/12/2025 | 6-month Euribor (no floor) + margin 1.50%
DSR | 320 | 30/06/2038 | 6-month Euribor (no floor) + margin 2.40%

At the closing date of 31 December 2024, the covenants (historical DSCR and D/E for the two loans) were
respected.
Please also note that, aside from the above-mentioned refinancing, the Parent Company has liquidity
headroom of around EUR 140 million in uncommitted lines, thereby offering sufficient financial flexibility.

Financial Report as at 31 December 2024 | page 267

| FNM Group

NOTES 23
BOND LOAN

Description | 31/12/2024
Non-Current | Current | Total
Payables to bondholders | 647,319 | 962 | 648,281
Bond loan | 647,319 | 962 | 648,281

Description | 31/12/2023
Non-Current | Current | Total
Payables to bondholders | 645,848 | 961 | 646,809
Bond loan | 645,848 | 961 | 646,809

On 13 October 2021, the Parent Company completed the placement of a non-convertible senior
unsecured bond for EUR 650 million, with a duration of five years. The bond represents the inaugural
issue under the Euro Medium Term Non-Convertible Note Programme (the "EMTN Programme") of up to
EUR 1 billion, the establishment of which was approved by FNM's Board of Directors on 16 September
2021.
The bond is listed on the regulated market of the Irish Stock Exchange - Euronext Dublin. The issue was
settled on 20 October 2021.
The securities were placed at an issue price of 99.824% with a fixed rate with an annual coupon of
0.75% and an annual yield of 0.786%, corresponding to a spread of 88 basis points with respect to the
mid-swap reference rate. The securities representing the bond have been assigned a Baa3 rating by
Moody’s and a BBB rating by Fitch, in line with those of the issuer. There are no financial covenants on
the bond.
The proceeds of the bond were used for the early repayment of the debt assumed in connection with
the acquisition of MISE and, for the remaining part, to maintain adequate levels of liquidity to meet
operating and investment needs.
The fair value of the Bond was approximately EUR 630.2million at 31 December 2024.
The Parent Company is committed to refinancing the bond, maturing in October 2026, also in order to
ensure financial coverage for future investments envisaged in the 2025-2029 Business Plan. The
activities carried out to date aim to lengthen the average maturity of debt in order to strengthen the
Group's financial structure and consolidate its investment grade rating . To date, formal support has
been obtained from three leading banks for the definition of the new medium- and long-term financial
strategy. Work is ongoing to finalise the Term Sheet with the lenders.

Financial Report as at 31 December 2024 | page 268

| FNM Group

NOTES 24
CURRENT AND
NON-CURRENT FINANCIAL PAYABLES AND LEASE LIABILITIES
Financial liabilities are described below:

Description | 31/12/2024
Non-Current | Current | Total
Financial Debt – Viridis Put Option | 33,477 | — | 33,477
Financial Debt – Viridis Earn-Out | 22,867 | — | 22,867
Giro account | — | 2,266 | 2,266
Derivative instruments payable | 399 | 94 | 493
Other financial payables | — | 97 | 97
Financial payables | 56,743 | 2,457 | 59,200
Giro account | — | 16,944 | 16,944
Financial payables to related parties (Note 49) | — | 16,944 | 16,944
Total | 56,743 | 19,401 | 76,144

Description | 31/12/2023
Non-Current | Current | Total
Giro account | — | 2,989 | 2,989
Derivative instruments payable | 89 | 47 | 136
Financial payables | 89 | 3,036 | 3,125
Giro account | — | 27,035 | 27,035
Financial payables to related parties (Note 49) | — | 27,035 | 27,035
Total | 89 | 30,071 | 30,160

With reference to the item "Financial Debt – Viridis put option", it should be noted that, according to the
provisions set forth in the Sale and Purchase Agreement, on the date of execution, FNM and the Sellers
signed the option agreement aimed at regulating the terms under which (i) Lagi Energia and HNF will be
granted the right of option to sell to FNM the shares of Viridis owned by Lagi Energia and HNF ("Put
Option"), and (ii) FNM will be granted the option right to purchase, from Lagi Energia and HNF, the
same shares of Viridis. The options will be exercisable during the twelve-month period following the
fifth anniversary of the Execution Date (or following the sixth anniversary, if requested by the Sellers).
The Option Agreement may be exercised on the basis of the fair market value of the Viridis Group on
the date the option is exercised.
In accordance with paragraph 23 of IAS 32, the Put Option was recognised as a financial liability at the
discounted value of the estimated fair market value as at 30 June 2030. This value in particular was
estimated using the discounted cash flow method, based on the same assumptions and cash flows as in
the Business Plan that formed the basis for the Fairness Opinion issued by Kpmg Advisory S.p.A. The
discount rate used to discount this debt is equal to the 3-month Euribor on the reference date,
increased by a spread of 200 bps.
Considering that the underlying of the Put Option is the non-controlling interest in the investee, the
related financial liability was recognised with a balancing entry in Shareholders’ Equity attributable to
the Group, opting for the IFRS 10 approach. This approach provides for an analysis of whether the risks
and benefits, for the minority shareholders, arising from the issuance and possible exercise of the Put
Option remain. Specifically, considering that the exercise price of the Put Option agreed upon by the
parties is equal to the fair value of the underlying shares, it is deemed confirmed that the risks and
benefits remain with the minority shareholders; therefore, the financial liability related to the Put
Option was recognised with a balancing entry as a reduction of the Parent Company's Shareholders’
Equity, in application of the “present-access method”. The value of the liability was updated as of 31

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| FNM Group

December 2024, based on the fair market value restated considering the updated Viridis forecasts, for
discounting using a rate equal to Kd, recording a financial expense of EUR 2,158 thousand and for the
change in fair value in shareholders' equity of EUR 6,516 thousand.
The item “Financial Debt – Viridis Earn-Out” refers to FNM's debt arising in the context of the sale and
purchase agreement for an additional conditional consideration component calculated for each plant
that enters into production and is connected to the grid within six years from the date of execution. The
consideration paid of EUR 80,026 thousand includes an Earn-Out advance amounting to EUR 16,800
thousand to be used as compensation for the first plants that will enter into production up to this
amount. In addition to the foregoing, the conditional consideration component in excess of the down
payment already paid was preliminarily estimated at EUR 13,937 thousand, based on the plant
commissioning plan, as set forth in the Business Plan that formed the basis of the Fairness Opinion
issued by Kpmg Advisory S.p.A., concerning the purchase price. The Earn Out will be paid by FNM to the
Sellers on a quarterly basis, in relation to projects for which the conditions for the accrual of the
relevant Earn-Out have been fulfilled, it being understood that it will only be payable once it has accrued
for an amount sufficient to compensate the earn-out.
As a result of the changes made to the investee company's plan, during the preparation of the Business
Plan, which foresees more MW installed by 2029, the updated value of the debt was determined to be
EUR 22,867 thousand, recognising the charge under 'Other non-recurring operating expenses' of EUR
8,930 thousand (Note 44).
The item "Giro account" with third parties refers to the cash pooling with the various Corporate Bodies:
FNM Mutual Benefit Fund for EUR 2,112 thousand (EUR (2,900 thousand as of 31 December 2023) and
the FNM Company Recreational Club for EUR 154 thousand (EUR 89 thousand as of 31 December
2023).
The item "Derivative liabilities" represents the derivatives in place as at 31 December 2024relating to
Interest Rate Swap hedging contracts entered into by the subsidiary MISE during 2011 with Banco BPM,
Banca Intesa (formerly UBI Banca), Banca Nazionale del Lavoro and Monte dei Paschi di Siena in order
to prevent the risk of changes in interest rates, the fair value of which is negative, amounting to EUR 94
thousand. The total notional value amounted to EUR 120,000 thousand. The qualitative analysis has
shown an exact correspondence between the supporting elements of the loan and those of the IRS and
furthermore, no particular problems are identified regarding the creditworthiness of the counterparty
of the hedging instrument and therefore they were accounted for under hedge accounting.
The measurement of derivative financial instruments was obtained with the assistance of an expert, as
well as on the basis of communications from credit institutions, applying discounted cash flow analysis
(DCF) techniques, which are based on the calculation of the present value of expected cash flows. This
method is internationally recognised as the best financial practice for the valuation of cash flows that
have a time lag with respect to the valuation date.
The item "Giro account" with related parties refers to the debit balance of the cash pooling agreement
in place between FNM and the investees in joint ventures; specifically with NORD ENERGIA, for EUR
16,189 thousand (EUR 19,377 thousand as of 31 December2023 ) and with the FNM pension fund for
EUR 3,021 thousand ( EUR 503 thousand as of 31 December2023). The previous year also included the
balance with Nordcom in the amount of EUR 7,155 thousand.
Lease liabilities relate to the application of IFRS 16 and are broken down as follows:

Description | 31/12/2024
Non-Current | Current | Total
Lease liabilities | 17,913 | 6,938 | 24,851
Lease liabilities | 17,913 | 6,938 | 24,851
Total | 17,913 | 6,938 | 24,851

Financial Report as at 31 December 2024 | page 270

| FNM Group

Description | 31/12/2023
Non-Current | Current | Total
Lease liabilities | 12,953 | 7,884 | 20,837
Lease liabilities | 12,953 | 7,884 | 20,837
Lease liabilities | 15 | 79 | 94
Lease liabilities to related parties (Note 49) | 15 | 79 | 94
Total | 12,968 | 7,963 | 20,931

The value of fees recorded in the income statement for low value and short-term contracts amounts to
EUR 1,984 thousand and EUR 368 thousand respectively.
The Group is not exposed to significant future increases in the variable lease payment as the lease
agreements do not establish significant variable components.
Details of minimum future payments of finance leases by due date and reconciliation with the relative
present value, equal to the payable recognised in the financial statements, are provided below:

Minimum future lease payments | 31.12.2024 | 31.12.2023
Less than 1 year | 8,651 | 8,637
2 - 5 years | 17,696 | 13,653
Over 5 years | 707 | 162
Total | 27,054 | 22,452
Future interest expenses | (2,203) | (1,521)
Present value of payables related to finance leases | 24,851 | 20,931

The present value of liabilities relative to finance leases by due date is as follows:

Present value of payables related to finance leases | 31/12/2024 | 31.12.2023
Less than 1 year | 6,938 | 7,963
2 - 5 years | 17,251 | 12,835
Over 5 years | 662 | 133
Total | 24,851 | 20,931

The maturity of the non-current portion of financial liabilities, including the bond, is shown below:

Description | 31/12/2024 | 31.12.2023
Between 1 and 2 years | 6,938 | 7,963
Between 2 and 5 years | 714,242 | 650,842
Over 5 years | 795 | 100
Total | 721,975 | 658,905

Effective interest rates at the end of the reporting periods are shown below:

Description | 31/12/2024 | 31/12/2023
Payables to Bondholders | 0.982% | 0.982%
Payables for leases - IFRS 16 | 5,00% - 4,48% | 0,982% - 5,23%
Payables for cash pooling | 2.754% | 1.391%

The rates for lease liabilities were determined on the basis of the marginal financing rates of the Group
companies.

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| FNM Group

For the sake of full disclosure, it should be noted that during the year, “non cash transaction”
investments were made that did not require the use of cash or cash equivalents, mainly relating to the
acquisition of assets by means of lease transactions in the amount of EUR 7,553 thousand. During the
previous year, the value of “non cash transaction”relating to the acquisition of assets by means of lease
transactions amounted to EUR 2,808 thousand.
For the purposes of the disclosure required by IAS 7 (44A-44E), the change in liabilities shown in the
cash flow statement in financing activities, whether arising from changes in cash flows or otherwise, is
shown below:

| 2024
Changes from cash flows from financing activities | (9,528)
Changes in fair value | 104
Other changes | 10,590
Total | (9,517,306)

NOTES 25
CURRENT AND NON-CURRENT PAYABLES FOR FUNDED INVESTMENTS
The details of the current payables for funded investments are shown below:

Payables for funded investments | 31/12/2024 | 31/12/2023
Payables to the Ministry of Transport | 2,489 | 6,873
Payables for funded investments | 2,489 | 6,873
Payables to Regione Lombardia– Planning Agreement | 88,143 | 72,161
Payables toRegione Lombardia – Cyclical maintenance | 10,775 | —
Payables to Regione Lombardia – Other rolling stock | 10,537 | 3,166
Payables for funded investments to related parties (Note 49) | 109,455 | 75,327
Total Payables for funded investments | 111,944 | 82,200

The item refers mainly to the surplus collections obtained from the Regione Lombardia and other
lenders, for investments made by the Group, for the portion already allocated to investments and not
yet paid to suppliers.
The increase compared to 31 December 2023 is mainly connected to the higher collections during the
year compared to utilisations in light of progress made on Programme Agreement orders, to rolling
stock and cyclical maintenance.
Instead, a portion of the advance received was used as part of the investment in the motorway
infrastructure.
In particular, the item "Due to the Regione Lombardia - Cyclical maintenance" refers to the amounts
collected in relation to cyclical maintenance investments financed by the Regione Lombardia, as of 1
January 2024, following the change in the management of cyclical maintenance envisaged in the
FERROVIENORD 2023 - 2027 Service Contract (Note 28).

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| FNM Group

The details of the non-current payables for funded investments are shown below:

Payables for funded investments | 31/12/2024 | 31/12/2023
Payables to the Ministry of Transport – Railway infrastructure | 5,913 | 5,848
Payables to the Ministry of Transport – Motorway infrastructure | 9,214 | —
Payables for funded investments | 15,127 | 5,848
Payables to Regione Lombardia | 4,786 | 10,565
Payables for funded investments to related parties (Note 49) | 4,786 | 10,565
Total Payables for funded investments | 19,913 | 16,413

The items “Payables to the Ministry of Transport – Railway infrastructure” and "Payables to Regione
Lombardia" mainly refer to the portion of collections of fees relating to advances on investments made
and refunded by the Ministry of Transport and the Regione Lombardia. The Group recognises this
amount as suspended under financial liabilities, pending the cash in of notice from the counterparties
of use of the advance received.
During the year, a portion of the amount due to the Regione Lombardia was reclassified as current
payables in consideration of the indication received with respect to the use of the sums recovered in
2023 and made available to the financing entity, related to insurance reimbursements on two accidents
occurred on financed rolling stock (EUR 1,456 thousand) and the proceeds from the sale of two
financed PESA locomotives (EUR 2,286 thousand).
NOTES 26
NET FINANCIAL POSITION
Below is the breakdown of the net financial debt according to CONSOB Information Notice No. 5/21 of
29 April 2021, which replaces CONSOB Communication No. 6064293 of July 2006, and related notes
that refer data in the table to data in the Statement of Financial Position:

Description | 31/12/2024 | of which related parties | 31/12/2023 | of which related parties | Notes
A. Cash and cash equivalents | 419,445 | — | 395,245 | — | 20
B. Cash equivalents | 80,000 | — | — | — |
C. Other current financial assets | — | — | — | — |
D. Liquidity (A+B+C) | 499,445 | — | 395,245 | — |
E. Current financial payables | (274,076) | (126,399) | (112,332) | (102,362) | 22 - 23 - 24
F. Current portion of non-current financial payables | (46,378) | — | (65,648) | (79) | 22 - 23 - 24
G. Current financial debt (E+F) | (320,454) | (126,399) | (177,980) | (102,441) |
H. Net current financial debt (G - D) | 178,991 | (126,399) | 217,265 | (102,441) |
I. Non-current financial payables | (146,783) | (4,786) | (121,228) | (10,580) | 22 - 23 - 24
J. Debt instruments | (647,319) | — | (645,848) | — | 22 - 23 - 24
K. Trade and other non-current payables | — | — | — | — |
L. Non-current financial debt (I+J+K) | (794,102) | (4,786) | (767,076) | (10,580) |
M. Total Financial debt (H+L) | (615,111) | (131,185) | (549,811) | (113,021) |

Since the Net Financial Position is not a measure whose determination is regulated by the Group's accounting standards, the
criteria for determining it applied by the Group may not be homogeneous with those adopted by other groups, and is therefore
not comparable.

Financial Report as at 31 December 2024 | page 273

| FNM Group

Current financial liabilities include payables to banks, in the amount of EUR 181,209 thousand (EUR
56,785 thousand as of 31 December 2023) (Note 22), and to other current lenders. More in detail:
payables arising from the advances paid by the Regione Lombardia for financed investments related to
the modernisation of the railway infrastructure, amounting to EUR 111,944 thousand (EUR 82,200
thousand as of 31 December 2023) (Note 24), the balance of the cash pooling giro accounts towards
companies in joint ventures and towards corporate bodies for a total of EUR 19,210 thousand (EUR
30,024 thousand as of 31 December 2023 ) as well as leasing liabilities in the amount of EUR 6,938
thousand (EUR 7,963 thousand as of 31 December 2023) (Note 24), as well as the accrued interest
expense on the bond loan to be settled within 12 months from the date of these financial statements
(Note 23).
Non-current financial debt mainly includes the liability for the bond issued on 20 October 2021,
amounting to EUR 647,319 thousand (EUR 645,848 thousand as of 31 December 2023) (Note 23), non-
current bank payables, amounting to EUR 52,214 thousand (EUR 91,758 thousand as of 31 December
2023) (Note 22),Viridis Earn-Out debt for EUR 22,867 thousand, Viridis Put Option debt of EUR 33,477
thousand (not present as of 31 December 2023) and lease liabilities of EUR 17,913 thousand (EUR
12,968 thousand as of 31 December 2023) (Note 24).
In order to better represent the Group's NFP, an adjusted NFP has been calculated, which excludes a
portion of the effects deriving from the application of IFRIC 12, relating solely to the “Programme for
the purchase of Rolling Stock for the regional railway service for the years 2017-2032”, as shown below:

Description | 31/12/2024 | of which related parties | 31/12/2023 | of which related parties | Notes
A. Cash and cash equivalents | 362,760 |  | 302,255 |  | 20
B. Cash equivalents | 80,000 |  | — |  |
C. Other current financial assets | — |  | — |  |
D. Liquidity (A+B+C) | 442,760 | — | 302,255 | — |
E. Current financial payables | (270,786) | (123,109) | (112,332) | (102,362) | 22 - 23 - 24
F. Current portion of non-current financial payables | (46,378) | — | (65,648) | (79) | 22 - 23 - 24
G. Current financial debt (E+F) | (317,164) | (123,109) | (177,980) | (102,441) |
H. Net current financial debt (G - D) | 125,596 | (123,109) | 124,275 | (102,441) |
I. Non-current financial payables | (146,783) | (4,786) | (121,228) | (10,580) | 22 - 23 - 24
J. Debt instruments | (647,319) | — | (645,848) | — | 22 - 23 - 24
K. Trade and other non-current payables | — | — | — | — |
L. Non-current financial debt (I+J+K) | (794,102) | (4,786) | (767,076) | (10,580) |
M. Total Financial debt (H+L) adjusted | (668,506) | (127,895) | (642,801) | (113,021) |
IFRIC 12 Impacts |  |  |  |  |
of which – D. Liquidity | 56,685 | — | 92,990 |  | 20
of which - E. Current financial payables - Payables for funded investments | (3,290) | (3,290) | — | — | 25
N. Total Financial debt – IFRIC 12 | 53,395 | (3,290) | 92,990 | — |
Net financial debt (M+N) | (615,111) | (131,185) | (549,811) | (113,021) |

In order to determine the adjusted NFP, the effects of the application of IFRIC 12 corresponding to the
bank balances resulting from the crediting of grants received from the Regione Lombardia solely for
the regional train purchase programme (Note 20) and the relative debt for funded investments were
excluded.
In fact, as already mentioned in the Management Report, in order to improve the representation of
balance sheet trends, as from the first quarter of 2022, the “IFRIC 12 Impacts”, calculated to determine
the adjusted Net Financial Position, include only the funded investment items (cash and financial

Financial Report as at 31 December 2024 | page 274

| FNM Group

payables) relating to the "Programme for the purchase of Rolling Stock for the regional railway service
for the years 2017-2032 and integration of supplies of the Programme of purchase of Rolling Stock as
per Regional Government Decree No. X/4177 of 16/10/2015" (hereinafter, the "Rolling Stock
Programme 2017-2032").
In addition to financial debt, as concerns indirect financial debt, reference should be made to Note 28
for the provisions recognised in the Financial Statements, and the final commitments at 31 December
2024 and 31 December 2023 that oblige the Group to acquire or construct an asset in the next 12
months are shown below:

Description | 31/12/2024 | 31/12/2023
Investments rolling stock funded by the Regione Lombardia | 134,171 | 262,493
Railway infrastructure investments financed by the Regione Lombardia | 252,046 | 176,096
Motorway infrastructure investments | 47,849 | 47,303
Investments in rolling stock with own funds | 41,614 | 96,874
Investments in buses | 14,476 | 16,969
Investments in renewable energy plants | 19,043 | —
Other investments | 9,674 | 20,622
Total | 518,873 | 620,357

NOTES 27
OTHER NON-CURRENT LIABILITIES
Other non-current liabilities are broken down as follows:

Description | 31/12/2024 | 31/12/2023
Capital grants | 22,360 | 19,778
Other liabilities | 5,077 | 6,055
Non-current liabilities | 27,437 | 25,833
Capital grants from the Regione Lombardia | 10,568 | 10,824
Non-current liabilities to related parties (Note 49) | 10,568 | 10,824
Total | 38,005 | 36,657

The item "Capital grants" concerns mainly the non-current portion of public grants received by the
subsidiary ATV from the Veneto Region and by the subsidiary FNMA from the Ministry of Environment,
for the purchase of new urban and extra-urban buses (EUR 21,121 thousand and EUR 94 thousand
respectively), loans received in 2001 pursuant to Law No. 270/97 from the Ministry of Public Works to
redevelop the Cadorna Station in Milan equal to EUR 942 thousand and the public grants received for
the purchase of TILO trains for EUR 198 thousand. The change during the year relates to grants
received from the subsidiary ATV for the purchase of new rolling stock, net of the recognition of the
grant in the Consolidated Income Statement in the manner set forth in the accounting standard.
Contributions received during the year for capital grants, classified in the Statement of Cash Flows
under item “Collection of grants on investments with own funds”, amounted to EUR 10,630 thousand.
The item "Other liabilities” mainly includes the non-current portion, amounting to EUR 2,827thousand
(EUR3,806thousand at 31 December 2023), relating to:
• "Junction maintenance agreements”, referring to three agreements signed respectively with the
Municipality of Corsico, the Municipality of Milan and Fiordaliso S.p.A., expiring on 31 October
2028, to cover the costs that will be incurred for the maintenance of the works covered by the
agreements;
• crossing fees relating to contracts entered into up to the end of the concession and charged pro-
rata to the Income Statement;

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| FNM Group

• fibre optic fees, mainly referring to the agreement renewed with Telecom Italia S.p.A., expiring on
31 October 2028, recorded on an accruals basis in the Income Statement.
The item "Other liabilities" includes the deferred income relative to future maintenance costs for own
rolling stock, with advances received from the lessees in the year 2017, amounting to EUR 1,088
thousand.
“Capital grants from the Regione Lombardia" mainly refer to grants from the Regione Lombardia for
the renovation of the property in Milan, Piazza Cadorna, for EUR 3,495 thousand, and for the purchase
of buses for EUR 6,390 thousand.
The changes during the year relate to grants recognised to support investments in buses, net of the
recognition of the grant in the Consolidated Income Statement in the manner set forth in the
accounting standard.
NOTES 28
CURRENT AND NON-CURRENT PROVISIONS FOR RISKS AND CHARGES
This item is broken down as follows:

Description | Cyclical maintenance | Motorway Infrastructure Renewal Fund | Provision for Commitments relating to non- compensated assets freely revertible | Personnel | Ancillary charges for the Affori Redevelopment Programme (PII) | Other risks | Total
Balance as at 01.01.2024 | 66,708 | 44,435 | 9,141 | 484 | 1,313 | 17,010 | 139,091
Increases |  | 8,288 |  | 4,511 | — | 1,165 | 13,964
Uses | (35,135) | (9,921) | (366) | (234) | — | (1,145) | (46,801)
Releases | — |  | (191) | — | — | (7,327) | (7,518)
Other changes | 1,075 | 1,318 | 270 | — | — | — | 2,663
Changes in the scope of consolidation | — | — | — | — | — | 1,132 | 1,132
Balance as at 31.12.2024 | 32,648 | 44,120 | 8,854 | 4,761 | 1,313 | 10,835 | 102,531

Provisions for risks and charges have the following dates:

Description | 31/12/2024 | 31/12/2023
Current | 36,608 | 69,264
Non-current | 65,923 | 69,827
Total | 102,531 | 139,091

Cyclical maintenance
With reference to rolling stock, owned by the Regione Lombardia, the subsidiary FERROVIENORD is the
operator of the work order for the purchase of rolling stock, and is also responsible for maintenance of
equipment in order to guarantee the effective operation of the service, with particular reference to
cyclical maintenance.
As regards this maintenance, which is scheduled based on years of use and kilometres travelled, the
Group therefore made allocations to the cyclical maintenance provision up to 31 December 2023
amounting to EUR 66,708 thousand.

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| FNM Group

Following the updating of the Service Contract on 28 December 2023, in force for the period 1 January
2023 - 31 December 2027, between FERROVIENORD and the Regione Lombardia, from 1 January 2024,
the cyclical maintenance of the rolling stock will be financed directly by the Regione Lombardia, which
will pay FERROVIENORD the amount provided for each year on the basis of the multi-year planning of
maintenance costs defined by Trenord.
Therefore, from 2024 FERROVIENORD will use the available funds set aside with the cyclical
maintenance provision, which will then be progressively used "per fleet" until it is used up.
Specifically, in 2024, EUR 35,135 thousand of the provision was utilised.
To supplement the loan for scheduled cyclical maintenance work, and taking account of the resources
already set aside in the cyclical maintenance provision, the amounts of EUR 15 million per year in 2024
and 2025, EUR 47 million per year from 2026 to 2032 and EUR 20 million in 2033, respectively, were
allocated under Regional Law No. 34/2022, which will be disbursed in twelfths, at the same time as the
monthly instalments of the consideration.
Portions collected in advance of their utilisation are classified under the item "Current payables for
funded investments".
In relation to the utilisations of the year and based on future forecasts of utilisation, the amount of
discounting, shown under 'Other Changes', was adjusted, recording a charge of EUR 1,075 thousand.
Motorway infrastructure renewal fund
The value of the renewal fund, equal to EUR 44,120 thousand (provision for restoration or replacement
of freely revertible assets), refers to the coverage of costs for future restoration of the motorway
infrastructure and has the purpose of maintaining and/or restoring the original production capacity of
the “assets freely revertible to the Granting Body", both to keep the production capacity unchanged and
to transfer them, on expiry of the Concession, to the Granting Body in good working order, in view of
the contractual obligations set out in the Consolidated Agreement signed by MISE with ANAS S.p.A.
(subsequently replaced by the Ministry of Infrastructure and Sustainable Mobility). During the course of
the year, the fund's size was updated to take into account the new programming of initiatives, price
changes and the update of the discount rate applied.
Provision for Commitments relating to non-compensated assets freely revertible
The item includes the provision equal to the present value of planned investments, for which no tariff
increases are expected. The amount of EUR 8,854 thousand was estimated on the basis of information
from the Economic and Financial Plan of MISE available at the date on which these Consolidated
Financial Statements were drafted. The provision for risks and charges will be used to offset the cash
outlays that the Group will incur to finance these investments. During the course of the year, the fund's
size was updated to take into account the new programming of initiatives, price changes and the
update of the discount rate applied.
Personnel
With reference to the renewal of the National Collective Bargaining Agreement for the Railway/Tram
sector, expired on 31 December 2023, the Group, based on an assessment of ongoing negotiations and
the economic terms of contract renewals, allocated a provision equal to EUR 2,376 thousand.
The national collective bargaining agreement for bus and coach drivers was first agreed for renewal in
December 2024. The agreement reached at national level provides for a salary increase of EUR 200 to
be recognised in the two-year period 2025/2026 and a one-off contribution, which will be paid in the
financial year 2025.
The provision also relates to the coverage of company bargaining over the contractual holiday period
that will be defined in the financial year 2025.
In addition, a provision for the economic recognition of certain past variables, in the amount of EUR
1,900 thousand, was accrued in connection with national bargaining.
In March 2024, a second-level agreement was signed by the subsidiary FNMA, which provided for the
payment of a one-off contribution to compensate for the results achieved in the year 2023. Said report
also regulated the redefinition of certain welfare issues, in particular concerning supplementary welfare,
meal vouchers and preventive medicine.
As a result of this agreement, the provision was utilised for the amounts relating to the one-off
contribution for EUR 234 thousand.

Financial Report as at 31 December 2024 | page 277

| FNM Group

Expenses for Plan of Integrated Intervention (PII) Affori
As regards the sale of areas next to the Affori Station in Milan, the FNM Group undertook to carry out
activities related to the Redevelopment Programme (clean-up of land, development of urban
infrastructure works, movement of the electric power unit); the original estimate of these futures costs
payable by the Group was equal to EUR 2,640 thousand. During 2016, following the completion of
clean-up works for EUR 819 thousand, the provision was used for the previously allocated amount of
EUR 700 thousand. In 2021, a portion of the provision in the amount of EUR 797 thousand was released
as a result of the restatement of assets. Lastly, during the previous year, adjustment provisions of EUR
170 thousand were recognised; the residual provision therefore amounts to EUR 1,313 thousand.
Other risks
The provision for Other risks at 31 December 2024 included:
• EUR 239 thousand, as an estimate of the risk arising from expropriation disputes, the provision set
aside in previous years in the amount of EUR 700 thousand was released during the year in
response to the favourable ruling for the Group;
• EUR 142 thousand as the risk estimate from the dispute with the Customs Agency described in the
Management Report, section 13 “Most relevant litigation and other information”;
• EUR 10,454 thousand, of which EUR 1,165 thousand allocated in the year, as a risk estimate of
losing litigation ongoing with third parties; EUR 1,145 thousand of the fund was used in the year,
and EUR 6,627 thousand was released due to litigation that had been settled. The release for the
year refers, for EUR 6,315 thousand, to the provision allocated in previous years arising from the
differential between the expenses for maintenance performed with respect to the corresponding
forecasts of the current MISE Financial Plan; the release took place following the full recovery of
the delayed maintenance as indicated in the note received from the Ministry on 10 May 2024.
The increase in 'Changes in the scope of consolidation' is attributable to the provisions for risks,
amounting to EUR 1,132 thousand, recognised by Viridis Energia, and its subsidiaries, and by Nordcom
at the time of the acquisition. These provisions relate to litigation initiated by third parties.
For considerations on the estimates used in assessing litigation and potential liabilities, please refer to
Note 4 "Items subject to significant assumptions and estimates".
NOTES 29
POST-EMPLOYMENT BENEFITS

Description | 31/12/2024 | 31/12/2023
Present value of the post-employment benefit liability, calculated on the basis of demographic and financial assumptions | 17,415 | 18,941
Total | 17,415 | 18,941

The amount of the cost recognised in the Income Statement relative to this item is broken down as
follows:

Description | 31/12/2024 | 31/12/2023
Service costs | 17 | 11
Interest (Note 44) | 554 | 638
Total | 571 | 649

Actuarial gains and losses arising from changes in assumptions and changes in final and hypothesized
data, starting from the year ended 31 December 2011, are recognised in the Statement of
Comprehensive Income in a specific reserve of Shareholders' Equity called "Reserve for actuarial gains/
losses" (Note 45).

Financial Report as at 31 December 2024 | page 278

| FNM Group

The change in the liability relative to post-employment benefits is shown below:

Description | 31/12/2024 | 31/12/2023
Debt at the start of the year | 18,941 | 20,410
Service costs | 17 | 11
Actuarial loss/(gain) | (693) | 601
Interest cost | 554 | 638
Uses | (1,967) | (2,739)
Transfers | — | 20
Changes in the scope of consolidation | 563 | —
Debt at the end of the year | 17,415 | 18,941

The following main actuarial assumptions were used:

Description | 31/12/2024 | 31/12/2023
Discount rate | 3.20 | 3.10
Annual rate of compensation increase | 1.00 | 1.00
Annual rate of inflation | 2.00 | 2.50
Annual rate of post-employment benefit increase | 3.00 | 3.38

Assumptions concerning mortality are based on the probability of death of the Italian population
identified by ISTAT in 2000, by gender. This probability is reduced by 25% to take into account the
average of active workers' characteristics and the decrease in mortality registered in recent years.
The annual discounting rate, used to determine the present value of the obligation, was inferred from
the Iboxx Eurozone Corporate AAA index, according to ESMA provisions.
Below is provided the sensitivity analysis carried out on the average annual discount rate entered in the
calculation model, considering the scenario described above as the base scenario and increasing or
reducing the average annual discount rate by half a percentage point. The results obtained are
summarised in the following table:

Annual discount rate | 1.00% | -1.00%
Post-employment benefits | 15,683 | 17,902

NOTES 30
TRADE PAYABLES
Trade payables are broken down as follows:

Description | 31/12/2024 | 31/12/2023
Payables for invoices received | 176,331 | 199,222
Payables for invoices to be received | 352,006 | 300,681
Trade payables | 528,337 | 499,903
Trade payables to related parties | 15,460 | 13,790
Trade payables to related parties (Note 49) | 15,460 | 13,790
Total | 543,797 | 513,693

Trade payables rose by EUR 30,104 thousand mainly due to the combined effect of the following:
• Viridis contribution to the consolidation for EUR 6,530 thousand;

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| FNM Group

• trade payables for investments to renew rolling stock and modernise funded railway infrastructure
increased by EUR 133,597 thousand;
• trade payables for investments with own funds, including investments in cyclical maintenance,
increased by EUR 14,955thousand;
• trade payables for motorway infrastructure investments increased by EUR 1,855 thousand;
• trade payables for funded rolling stock renewal orders decreased by EUR 111,952 thousand;
In particular, concerning the renewal of funded rolling stock, the balance included payables for invoices
received for EUR 53,407 thousand (EUR112,905 thousand at 31 December 2023) and payables for
invoices to be received for EUR 128,878 thousand (EUR 181,332 thousand at 31 December 2023). As
concerns the railway and rolling stock infrastructure modernisation work orders, other than the
“Programme 2017-2032”, the balance includes payables for invoices received for EUR 71,973 thousand
(EUR 41,038 thousand at 31 December 2023) and payables for invoices to be received for EUR 141,117
thousand (EUR 60,454 thousand at 31 December 2023).
Trade payables include the payable to Cogel S.p.A. (equal to EUR 1,697 thousand), in relation to which
there is a pending dispute, from whose outcome no additional liabilities from those already allocated
are expected.
NOTES 31
PAYABLES FOR TAXES AND DUTIES
Payables are broken down as follows:

Description | 31/12/2024 | 31/12/2023
IRES (CORPORATE INCOME TAX) | 339 | 3,539
IRAP (REGIONAL BUSINESS TAX) | 444 | 965
Payables for taxes and duties | 783 | 4,504
IRPEF (PERSONAL INCOME TAX) and withholdings | 5,478 | 4,376
VAT | 1,063 | 51
Other | 6 | 0
Tax payables | 6,547 | 4,427

The decrease in the item 'IRES' is attributable to the credit balance for the Group Tax Consolidation.

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| FNM Group

NOTES 32
OTHER CURRENT LIABILITIES
Other current liabilities are broken down as follows:

Description | 31/12/2024 | 31/12/2023
Payables to personnel | 20,524 | 18,376
Deferred income | 7,223 | 6,302
Payables to social security institutions | 10,945 | 9,888
Concession fee payable | 6,213 | 5,950
Capital grants | 3,351 | 2,861
Advances from customers | 260 | 285
Agencies | 160 | 129
Payables to the Ministry of Infrastructures and Transport | — | —
Other liabilities | 6,824 | 8,733
Current liabilities | 55,500 | 52,524
Payables to Joint Ventures/Associates | 48,189 | 8,532
Capital grants from the Regione Lombardia | 871 | 1,021
Payable to the Pension Fund | 1,120 | 965
Other Liabilities – Group VAT transfer | 24 | 21
Payables to Regione Lombardia | 7,907 | 10,875
Current liabilities to related parties (Note 49) | 58,111 | 21,414
Total | 113,611 | 73,938

The item "Payables to personnel" refers to amounts at December 2024 paid in January 2025 and to
bonuses and holidays accrued but not taken.
The item "Deferred income" includes the current portion of deferrals related to:
• "Junction maintenance agreements”, referring to three agreements signed respectively with the
Municipality of Corsico, the Municipality of Milan and Fiordaliso S.p.A., expiring on 31 October
2028, to cover the costs that will be incurred for the maintenance of the works covered by the
agreements;
• crossing fees relating to contracts entered into up to the end of the concession and charged pro-
rata to the Income Statement;
• fibre optic fees, mainly referring to the agreement renewed with Telecom Italia S.p.A., expiring on
31 October 2028, recorded on an accruals basis in the Income Statement.
Deferred income also includes the annual and monthly subscriptions (urban and extraurban)
purchased by customers, valid for the following year.
The item “Capital grants” relates mainly to the grants on buses received from the Veneto Region.
The item "Payables to Joint Ventures/Associates" refers to payables for services provided to the Group
and to IRES advances paid to the Parent Company by joint venture investees (Nord Energia and
Omnibus).
The increase in this item is mainly attributable to the cyclical maintenance performed by Trenord,
which entailed the use of the cyclical maintenance provision, which has not yet been invoiced and paid
for.
The item “Capital grants from the Regione Lombardia" mainly refers to grants from the Regione
Lombardia for the renovation of the property in Milan, Piazza Cadorna, (EUR 204 thousand and for the
purchase of buses for EUR 667 thousand).
The item "Payables to Regione Lombardia" mainly refers to the amounts advanced by the Regione
Lombardia for works management, site safety, design and general expenses, related to the railway
infrastructure modernisation job orders, with respect to the execution of the related activities.

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INCOME STATEMENT
NOTES 33
REVENUES FROM SALES AND SERVICES
The next table shows the breakdown of this item:

Description | 2024 | 2023
Income from motorway tolls | 282,509 | 270,971
Revenues from Service Contract for automotive sector | 40,218 | 41,572
Products of automotive traffic | 38,803 | 36,206
Renewable energy sales revenue | 10,556 | —
Income from Service Area concessions | 10,286 | 9,957
Services invoiced | 3,501 | 601
Motorway maintenance services invoiced | 3,160 | 2,328
Car sharing revenues | 1,934 | 2,149
Terminal Handling Revenues | 1,740 | 1,342
Property income | 402 | 395
Revenues from sales and services | 393,109 | 365,521
Railway infrastructure management Service Contract | 67,887 | 62,538
Lease of rolling stock | 46,361 | 76,567
Revenues from network access | 26,701 | 25,777
Services invoiced | 13,350 | 9,016
Rail-replacement service | 13,331 | 9,848
Design services and railway infrastructure project management | 13,088 | 14,167
Motorway maintenance services invoiced | — | 216
Car sharing revenues | 441 | 379
Property income | 521 | 531
Revenues from sales and services to related parties (Note 49) | 181,680 | 199,039
Total | 574,789 | 564,560

Revenues from sales and services – third parties
Revenues from sales and services to third parties increased by EUR 27,588 thousand due to the
following changes:
Income from motorway tolls
Toll revenues, shown gross of the supplementary concession fee and net of the discounts applied to
users, show an increase of 4.26%due to the 2.3% tariff adjustment from 1 January 2024 and the traffic
trend (+2.31% compared to 2023), in terms of vehicle/km. The change in tolls is also affected by the
breakdown of traffic between light and heavy vehicles.
The discounts applied to users amounted to EUR 655 thousand (EUR 869 thousand as of 31 December
2023), corresponding to:
a. EUR 564 thousand (EUR 776 thousand as at 31 December 2023) as sales discounts;
b. EUR 92 thousand (EUR 93 thousand as at 31 December 2023) for motorbike discounts at the
initiative of the Granting Body.
Revenues from Service Contract for automotive sector
Revenues showed a net decrease of EUR1,354 thousand (-3.26%) attributable to the reduction in
mileage, especially related to the urban service in the city of Verona, as well as to the lack of additional
resources from the Veneto Region, allocated in the financial year 2023. With Regional Government
Decree 1487/24, the Veneto Region in fact adjusted the contribution only to the share defined by the

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| FNM Group

National Transport Fund with State resources (about EUR 100 million /year for the LPT sector from
2022 to 2025), equal to about EUR 2,100 thousand.
The consideration for the Service Contract in the province of Como remained in line with the previous
year.
Products of automotive traffic
Revenues from public road transport services rose by EUR 2,597 thousand, equal to 7.57%.
The increase is mainly due to the tariff manoeuvre affecting tickets from July 2023 and season tickets
from January 2024, as well as the different sales mix.
Renewable energy sales revenue
The proceeds from the acquisition of Viridis on 23 February 2024 (Note 3) resulted from electricity
production of 81,727 MWh, of which 64,433 MWh from photovoltaic plants and 17,294 MWh from
biogas.
Income from Service Area concessions
Revenues from service area concessions increased by 3.3% compared to the financial year 2023,
recovering the drop in sales recorded in the first half of the year, as a result of the partial utilisation of
some premises for the modernisation of certain areas. The increase in sales is related to refreshment
activities as royalties from oil sales remained stable.
Services invoiced
Services increased by EUR 2,900 thousand mainly due to the change in the scope of consolidation, as it
includes revenues for services performed by the subsidiary Nordcom, consolidated as of 15 July 2024,
in the amount of EUR 2,867 thousand.
Terminal Handling Revenues
Terminal handling revenues increased by EUR 701 thousand due to MTO services, which were activated
as of October 2023. This effect is partially offset by the decrease in Terminal handling revenues, down
EUR 303 thousand.
Car sharing revenues
Revenues from the sharing mobility service fell by EUR 215 thousand, mainly in connection with the
decrease in the B2C service.
Revenues from sales and services – related parties
Revenues from sales to related parties decreased by EUR 17,359 thousand over the previous year; the
most significant changes are reported below.
Railway infrastructure management Service Contract
The consideration for the Service Contract for the management of the railway infrastructure with the
Regione Lombardia increased by EUR 5,349 thousand due to the increase in production, the
adjustment for inflation, the increase in the number of trains in the managed fleet, as well as higher
revenues related to historical assets. In addition, during the year, positive balances from the closing of
the 2022 and 2023 financial years were recognised in the amount of EUR 1,780 thousand and EUR 271
thousand, respectively.
Lease of rolling stock
Revenues from the lease of rolling stock fell by EUR 30,206 thousand primarily following the changes
commented on below:
• revenues from the rental of train rolling stock funded by the Regione Lombardia, amounting to
EUR 21,399 thousand in 2023, were netted out, as from 1 January 2024, following the amendments

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| FNM Group

to the FERROVIENORD Service Contract 2023-2027, the trains are entrusted to Trenord on free
loan for use;
• the signing of new agreements for the TSR, CSA, CORADIA and TILO trains leased by FNM to
Trenord, provided for a reduction in the annual fee of EUR 8,115 thousand;
• as a result of the contractual renewal, lower revenues were recorded for the rental of BR 189, E494
and E483 locomotives, respectively for EUR 354 thousand, EUR 281 thousand and EUR 135
thousand.
Revenues from network access
The amount refers to the contract with Trenord for access to the railway network managed by
FERROVIENORD. Under Regional Government Decree No. X/56356 of 30 November 2021, the Service
Contract was actually adjusted to bring it into line with the provisions of the ART regarding the "toll"
access fee for trains running on the Milan Branch. These changes mean that the access fee will be
collected directly from the Railway companies and no longer as consideration for the Service Contract
from the infrastructure operator. The increase in revenues from network access in the year resulted
from the increase in km production of the Milan Branch and the adjustment of toll rates with planned
inflation for 2024.
Services invoiced
This item includes revenues for services provided to companies in which the Parent Company holds an
interest and for IT services provided by Nordcom, and increased by EUR 3,283 thousand due to the
change in the consolidation of Nordcom, consolidated as of 15 July 2024.
Rail-replacement service
The item refers to the fee invoiced to Consorzio Elio for buses provided for rail-replacement service;
income from rail-replacement service amounted to EUR 13,331 thousand compared to EUR 9,848
thousand in the year 2023, due to increased extraordinary transit.
Design services and railway infrastructure project management
This item includes charge-backs to the Regione Lombardia for design and project management
services relating to railway infrastructure maintenance. The decrease in the financial year related to
lower design activities for works on the railway network, for EUR 1,754 thousand, partially offset by
higher site safety activities, for EUR 930 thousand, in relation to the progress of the "T2 Malpensa
Sempione railway link" job order.
Car sharing revenues
Car sharing revenues are entirely attributable to services provided by the subsidiary E-vai to its investee
companies.
Motorway maintenance services invoiced
This item related to design and project management activities relating to the maintenance of motorway
infrastructure carried out in favour of the associated company APL.
The services rendered that generated revenue were all performed in Italy.

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| FNM Group

Details are provided below on future minimum payments of operating leases by due date relating to
rolling stock:

Description | 2024 | 2023
Within 1 year | 41,846 | 46,546
Between 2 and 5 years | 154,848 | 158,313
Over 5 years | 140,818 | 179,199
Total | 337,512 | 384,058

For a more detailed analysis of revenues by business segment, please refer to section 9 “Operating
performance of business segments” of the Management Report.
NOTES 34
GRANTS
The next table shows the breakdown of this item:

Description | 2024 | 2023
Grants by Gestore dei Servizi Energetici (GSE) | 7,717 | —
Compensatory measures for loss of traffic revenues | 6,030 | 9
Contributions to cover raw material price increases | 3,729 | 3,764
Grants for current expenses | 541 | 684
Grants for the renewal of the National Collective Bargaining Agreement – other Regions | — | 48
Other grants | 3,498 | 2,837
Grants | 21,515 | 7,342
Grants for current expenses – Regione Lombardia | 5,079 | 5,216
Grants for the renewal of the National Collective Bargaining Agreement – Regione Lombardia | 1,178 | 1,178
Compensatory measures for loss of traffic revenues | 655 | —
Contributions to cover raw material price increases | 160 | —
Other grants – Regione Lombardia | 1,049 | 1,294
Grants to related parties (Note 49) | 8,121 | 7,688
Total | 29,636 | 15,030

Grants by Gestore dei Servizi Energetici (GSE)
This item includes grants for the production of electricity from grid-connected photovoltaic plants for
the period following the consolidation of Viridis, which took place on 23 February 2024, for an amount
of EUR 7,717 thousand.
Compensatory measures for loss of traffic revenues
The item, which was not present in the previous year, relates to the recognition of the balance of the
contributions deriving from the compensatory measures introduced to integrate the lower traffic
revenues recorded for the containment of the spread of the Covid-19virus, defined by Law no. 77 of 17
July 2020, (art. 200 paragraph 1, "Relaunch Decree") as subsequently integrated and/or amended, by
Law no. 126 of 13 October 2020 (art. 44, "August Decree"), by Law 18 December 2020, no.176 (art. 22 ter,
"Compensation Bis Decree") and by Law 21 May 2021, no. 69 (art. 29, "Support Decree").
Contributions to cover raw material price increases
This item includes:
• subsidies from the Aid Decree Law for raw material increase support in the amount of EUR 2,758
thousand recognised in the current year and related to the second half of 2022, fourth quarter of

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| FNM Group

2023, first and second quarter of 2024; in 2023, subsidies in the amount of EUR 2,704 thousand
related to the second half of 2021, first, second and third quarter of 2023;
• During the year, an amount of EUR 971 thousand was recognised (not present in 2023) for the
adjustment for “LPT fuel fund” contributions allocated by Decree Laws 115, 144 and 179 of 2022 to
cover the increase in fuel costs due to the crisis in the energy sector in the wake of the Russia-
Ukraine conflict, benefitting local public transport companies, valid for the second and third four-
month periods of 2022;
Other grants
This item mainly refers to grants received for the purchase of buses from the Veneto Region for EUR
3,370 thousand (EUR 2,778 thousand in 2023) and from the Ministry of the Environment for EUR 25
thousand (unchanged from the previous year). The item also includes grants received on investments
made under Bonus 4.0 in the amount of EUR 75 thousand.
Grants for current expenses – Regione Lombardia
This item refers to grants from the Regione Lombardia for current expenses concerning car transport,
including benefits from the Local Public Transport Agreement.
Grants for the renewal of the National Collective Bargaining Agreement – Regione Lombardia
This item includes grants to cover greater costs from renewals of the National Collective Bargaining
Agreement for the Railway/Tram sector for the 2002-2003, 2004-2005 and 2006-2007 periods, accrued
in 2024.
Other grants – Regione Lombardia
This item refers to grants received for the purchase of buses for EUR 782 thousand (EUR 737 thousand
in 2023), the redevelopment of the Cadorna Station in Milan for EUR 146 thousand (unchanged with
respect to the previous year), the grant as per Regional Law No. 12/88, for the construction of car parks
at various stations along the Bovisa-Saronno section for EUR 121 thousand (unchanged with respect to
the previous year).
The previous year also included contributions for the purchase of high-frequency trains, in the amount
of EUR 227 thousand, as well as for the construction of the 'La Civiltà di Golasecca' museum, in the
amount of EUR 63 thousand.
Information required by article 1, paragraphs 125 and subsequent of Law 124/2017
As regards the information required by article 1, paragraphs 125 et seq. of Law 124/2017, the table
below shows the amounts that were received from public administrations during 2024 and the credits
to the income statement of the accrued portions of the contributions in the manner set forth in the
government grants accounting standard and the fees recognised by motorway and railway concession
awarding bodies:

Company | Provider | Subject | Amount Collected in 2024 | Amount for 2024
FNM | Ministry of Economy and Finance | Facade Bonus |  | 60
FERROVIENORD | Regione Lombardia | R.L. 12/88 Car Parks Grant | — | 121
FERROVIENORD | Regione Lombardia | Service Contract | 66,485 | 66,485
FERROVIENORD | Regione Lombardia | Service Contract - Funded Rolling Stock | 344,918 | 153,420
FERROVIENORD | Regione Lombardia | Service Contract - Cyclical Maintenance | 15,000 | 15,000
FERROVIENORD | Regione Lombardia | Programme Agreement | 171,441 | 146,104

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| FNM Group

FERROVIENORD | Other | Programme Agreement | 82,922 | 68,436
FERROVIENORD | Ministry of Economy and Finance | Affori Car Park | 150 | 5
FERROVIENORD | Ministry of Economy and Finance | Facade Bonus | 8 | 9
FNMA | Regione Lombardia | Fleet Renewal Financing | 1,150 | 777
FNMA | Regione Lombardia | Electronic Ticketing System Financing | 74 | —
ATV | Municipality of Verona | MUNICIPALITY VR: ant.10% contribution PNRR (mims 530 /2021) | 951 | —
ATV | Province of Verona | Province VR: intr.80% contrib.c/inv DGR 1651/21 | 3,534 | —
ATV | Province of Verona | Province VR balance contr/cinv DGR1123 | 313 | —
ATV | Province of Verona | VR Province balance contr.c/inv DGR 826/20 | 4,315 | —
ATV | Province of Verona | Province VR liquidation. Contr. Fuel DGR 1493/23 | 2,484 | —
Malpensa Intermodal | Ministry of Economic Development | INDUSTRY 4.0 investments | 35 | 35
Malpensa Intermodal | Ministry of Economic Development | Investments in the purchase of handling equipment | — | 3
Malpensa Intermodal | Ministry of Infrastructure and Sustainable Mobility | National Recovery and Resilience Plan Supplementary Fund | 24 | 13
MISE | Anas S.p.A. | Access road to the New Rho-Pero Exhibition Centre Section A Junction - 1st and 2nd stage interventions | 33,753 | 10,657
MISE | Granting body - National Recovery and Resilience Plan | Redevelopment, with motorway characteristics, of SP 46 Rho-Monza - lot 2: Underground railway crossing variant of the Milan-Saronno line | 55,000 | —
MISE | Granting body - National Recovery and Resilience Plan | Dynamic monitoring system for control of structures | 3,304 | 2,102
MISE | European Commission - C.I.N.E.A. | CEF Transport 2021 for Alternative Fuels Infrastructure - Facility - Automotive hydrogen distributors | 6,873 | 5,397
MISE | Granting body - National Recovery and Resilience Plan | Construction of renewable hydrogen refuelling stations for road transport - funding under the National Recovery and Resilience Plan | — | 15,000
MISE | European Commission - C.I.N.E.A. | 23-IT-TM-MIRA A7 - Extraordinary maintenance Binasco Viaduct | 2,424 | 2,424
MISE | Regione Lombardia | A52-A4-SS36 interconnection upgrading - Monza-Sant'Alessandro junction | 4,000 | 36,000

NOTES 35
REVENUES FROM CONSTRUCTION SERVICES – IFRIC 12
The adoption of IFRIC 12 meant that investments made in railway and motorway infrastructure and
rolling stock, entirely financed by the Regione Lombardia, are not shown among tangible assets, but, as
required by IAS 15, are charged to costs for the year.

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| FNM Group

The amount of these investments in 2024, was EUR 309,258 thousand, versus EUR 164,760 thousand in
the previous year, and refers to railway infrastructure modernisation and enhancement work for EUR
267,972 thousand (EUR 134,739 thousand in 2023) and motorway infrastructure work for EUR 30,942
thousand (EUR 23,191 thousand in 2023).
The item also includes revenues from the recovery of general expenses for orders for the
modernisation of railway infrastructure, for EUR 6,550 thousand (EUR 3,483 thousand in 2023), the
renewal of rolling stock of the “Programme 2017-2032”, for EUR 2,348 thousand (EUR 2,737 thousand in
2023), and the renewal of Other rolling stock, for EUR 1,446 thousand (EUR 610 thousand in 2023).
The portion of the consideration accrued in relation to the percentage of completion of orders related
to the renewal of rolling stock is shown net of costs incurred, in accordance with IFRS 15 (B36), in the
amount of EUR 220,800 thousand (EUR 287,248 thousand in 2023) for rolling stock of the "Programme
2017-2032" and in the amount of EUR 145,208 thousand (EUR 60,574 thousand in 2023) for other types
of rolling stock.
NOTES 36
OTHER INCOME
The next table shows the breakdown of this item:

Description | 2024 | 2023
Motorway infrastructure management income | 6,686 | 6,508
Performance of services | 5,205 | 3,872
Lease payments | 3,562 | 3,066
Insurance pay-outs | 3,416 | 1,080
Recovery of diesel excise | 1,114 | 1,220
Sale of inventory materials | 1,560 | 622
Fines and penalties | 1,539 | 1,074
Recovery of costs | 3,206 | 2,865
Non-recurring income | 957 | 474
Capital gain on property, plant and machinery | 305 | 154
Capitalisation of increases in internal work | 296 | 2,664
Release of the provision for bad debts | 94 | —
Release of provisions for risks and charges | — | 77
Other income | 66 | 74
Other Income | 28,006 | 23,750
Sundry income with related parties | 8,185 | 7,906
Other income from related parties (Note 49) | 8,185 | 7,906
Total | 36,191 | 31,656

Other income increased by EUR 4,535 thousand compared to the comparative year 2023 due to the
following changes:
Motorway infrastructure management income
The item refers to the recovery of management costs of the Agrate and Terrazzano barriers and
income from the management of the interconnected network. The change in the year is mainly
attributable to the recovery of costs of the Agrate and Terrazzano barriers, which increased from EUR
3,496 thousand to EUR 3,681 thousand, due to the increase in costs incurred in the context of labour
costs (mainly for the renewal of the CCNL) and for some non-recurring works, mainly related to plant
engineering, carried out at the above-mentioned barriers.
Insurance pay-outs
During the year, higher insurance recoveries were recognised, mainly attributable to the recovery of
damages caused to the railway infrastructure, for EUR 1,649 thousand, and to the motorway body, for
EUR 645 thousand.

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| FNM Group

Sale of inventory materials
“Sale of inventory materials” relates to sales of obsolete material no longer usable for maintenance and
increased by EUR 938 thousand.
Capitalisation of increases in internal work
The item is attributable to capitalisation of increases for internal work and capitalisation of interest
expenses.
Sundry income with related parties
The item includes services provided by the Group to companies in joint ventures, in line with the
previous year, besides the amount of costs recovered for Planning and Project Management, carried
out through funding from the Regione Lombardia incurred for railway infrastructure modernisation
works and the renewal of rolling stock.
NOTES 37
RAW MATERIALS, CONSUMABLES AND GOODS USED
The next table shows the breakdown of this item, by company:

Description |  | 2024 | 2023
Fuel, of which: |  |  |
| ATV S.r.l. | 10,346 | 10,969
| FNM Autoservizi S.p.A. | 3,052 | 3,322
| Milano Serravalle - Milano Tangenziali S.r.l. | 299 | 238
| Malpensa Intermodale S.r.l. | 121 | 94
| Martini Bus S.p.A. | — | 7
| La Linea S.p.A. | — | 24
Total Fuel |  | 13,818 | 14,654
Other Costs for materials, of which: |  |  |
| FERROVIENORD S.p.A. | 12,441 | 10,243
| ATV S.r.l. | 3,984 | 3,921
| Milano Serravalle - Milano Tangenziali S.r.l. | 2,046 | 1,891
| Viridis Energia S.p.A. | 1,055 | —
| FNM Autoservizi S.p.A. | 945 | 657
| La Linea S.p.A. | — | 1
| Malpensa Intermodale S.r.l. | — | 3
Total Other costs for materials |  | 20,471 | 16,716
Total |  | 34,289 | 31,370

The net change for the year, amounting to a net increase of EUR 2,919 thousand, is attributable to:
– the contribution to the consolidation of Viridis Energia and its subsidiaries, for EUR 1,055
thousand;
– higher costs for materials used in railway infrastructure maintenance work, in the amount of
EUR 2,198 thousand;
– higher costs for motorway infrastructure maintenance, in the amount of EUR 155 thousand,
with particular reference to the Spoke 7 project;
– the reduction of the cost of consumption of traction fuel for companies operating in the road
transport segment, due to the decline in the cost of methane and fuel for EUR 893 thousand.
Specifically, with regard to ATV's costs, it should be noted that:
• costs for traction diesel fuel, equal to EUR 6,223 thousand, decreased by EUR 505 thousand
compared to 2023 (EUR 6,707 thousand) due to the lower average cost (EUR 1.288/litre compared

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| FNM Group

to EUR 1.395/litre in 2023) partially offset by higher consumption (from EUR 4,823 thousand litres
to EUR 4,820 thousand litres);
• automotive CNG costs, amounting to EUR 3,846 thousand, fell by EUR 424 thousand compared to
2023 (EUR 4,270 thousand) as a result of the lower average cost (amounting to 0.624 EUR/m3
compared to 0.689 EUR/m3 in 2023), and lower consumption (from 6,166 m/3 to 6,181 m/3).
As regards the costs of FNM Autoservizi, automotive diesel costs, amounting to EUR 3,052 thousand,
dropped by EUR 270 thousand with respect to those of 2023 (EUR 3,322 thousand) due to the lower
production volumes (from 5.805 million bus km to 5.748 million bus km), as well as the decrease in
average consumption for bus/km (0,53 EUR/Km compared to 0.57 EUR/km in 2023), as a result of the
decline in the higher average cost (equal to 1.388 €/litre compared to 1.465 EUR/litre in 2023).
Reference is made to Note 4 for considerations on the estimate process for inventory obsolescence.

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| FNM Group

NOTES 38
SERVICE COSTS
The next table shows the breakdown of this item:

Description | 2024 | 2023
Motorway infrastructure maintenance | 27,297 | 25,109
Sundry third-party services | 21,518 | 14,439
Costs for sub-contracting of road LPT services | 17,665 | 11,691
Third-party services – Maintenance | 17,015 | 15,635
Utilities | 11,789 | 12,084
Motorway infrastructure management | 9,779 | 9,019
Expenses for employees | 9,016 | 7,541
Insurance | 7,028 | 6,512
Consulting | 5,603 | 4,225
IT costs | 5,213 | 2,530
Commercial expenses | 4,972 | 3,636
Cleaning expenses | 4,726 | 5,061
Supervision expenses | 3,871 | 3,104
Real estate management | 2,018 | 1,822
Motor vehicles management | 1,870 | 1,495
Legal and notary fees | 1,855 | 1,741
Third-party services – Bus maintenance | 1,644 | 1,966
Coordinated and continuous services | 1,258 | 1,287
Third-party services – Maintenance of rolling stock | 1,253 | 889
Hardware and software maintenance fees | 883 | —
Costs for non-ordinary consulting services | 976 | 761
Renewable energy maintenance costs | 907 | —
Provisions for risks and charges | 270 | 5,681
Renewable energy management costs | 58 | —
Other charges | 6,501 | 6,682
Service costs | 164,985 | 142,910
Service costs – related parties | 9,188 | 11,641
Service costs from related parties (Note 49) | 9,188 | 11,641
Total | 174,173 | 154,551

Service costs – third parties
“Service costs with third parties" showed an increase of EUR 22,075 thousand due to the following
factors:
• the contribution to the consolidation of Nordcom for EUR 4,710 thousand, mainly attributable to IT
costs for EUR 1,895 thousand, consulting, legal costs and third-party services for EUR 1,217
thousand, hardware and software maintenance fees for EUR 882 thousand, utilities for EUR 317
thousand and employee expenses for EUR 232 thousand;
• the contribution to the consolidation of Viridis of EUR 2,895 thousand, mainly attributable to
consulting, legal costs and third-party services for EUR 797 thousand, photovoltaic plant
maintenance costs for EUR 964 thousand, insurance costs for EUR 221 thousand and transport
costs for EUR 200 thousand;
• expenses for outsourcing third-party services increased due to the additional services performed
during the year, amounting to EUR 5,974 thousand;
• sundry third-party services increased by EUR 5,802 thousand, mainly due to higher costs for
design, technical services, safety coordination and project management entrusted to third parties
for the execution of projects within the framework of the integrated railway infrastructure
maintenance contracts, up EUR 5,460 thousand;

Financial Report as at 31 December 2024 | page 291

| FNM Group

• higher employee expenses, in the amount of EUR 1,188 thousand, mainly related to corporate
welfare, search and selection of managerial figures and personnel training;
• increase of EUR 1,363 thousand for railway infrastructure maintenance works;
• increase in commercial expenses and commissions to third parties by EUR 1,302 thousand in
relation to higher advertising expenses during the year;
• higher expenses for consulting and professional services for EUR 1,143 thousand;
• an increase of EUR 760 thousand in motorway infrastructure management charges, including
collection charges related to the traffic increase;
• increase of EUR 732 thousand for IT costs;
• increase of EUR 2,188 thousand for motorway infrastructure maintenance expenses mainly due
to:
◦ higher works referred both to winter (for the renewal of contracts at higher prices) and to
environmental mitigation activities in Tangenziale Nord owing to a new agreement with Ente
Parco Nord di Milano for EUR 870 thousand;
◦ lower utilisation of the renewal fund related to the restoration works included in the item
detailed above for EUR 13,854 thousand;
◦ lower maintenance and restoration for works on buildings and safety, respectively, for the
completion of the works on the building on the Po river and on the Zerbolò integrated barrier;
offset by increased pavement repair works required as a consequence of damage caused by
bad weather, for a total of EUR 11,162 thousand; lower accruals to the renewal fund for the
adjustment of the same in line with the scheduled restoration works for EUR 74 thousand;
◦ greater release of the provision for late maintenance, as authorised by the Granting Body (-EUR
6,315 thousand in 2023), compared to releases in the previous year of EUR 5,603 thousand;
◦ higher provisions for risks and charges of EUR 3,789 thousand for charges related to motorway
infrastructure maintenance;
• decrease of EUR 796 thousand due to the costs of utilities;
• lower accruals to provisions for risks and charges for EUR 5,411 thousand, for charges related to
railway infrastructure maintenance.
The item "Motorway infrastructure maintenance" includes allocations to the renewal fund in the
amount of EUR 4,961 thousand and utilisations of the renewal fund in the amount of EUR 9,921
thousand.
The renewal fund allocations recognised represent the amount set aside during the year in order to
ensure their consistency. The amount set aside is valued taking into account scheduled maintenance as
well as the progress of the investment plan, as set forth in the Economic and Financial Plan.
The utilisation of the renewal fund represents the portion of the expenses incurred during the financial
year for the restoration of assets under concession, included under the item maintenance of assets
under concession, covered by the renewal fund previously set aside.
The non-recurring charge of EUR 976 thousand is attributable to consulting fees for development
projects.
Service costs – related parties
"Costs for services to related parties" include costs for IT services charged by Nordcom as a joint
venture investee, i.e. until the change in the scope of consolidation on 15 July 2024, as well as
remuneration to corporate bodies.
The above-mentioned change in the scope of consolidation resulted in the line-by-line consolidation of
the investee company, which was previously consolidated using the equity method. Costs for IT
services from related parties thus decreased from EUR 7,957 thousand in 2023 to EUR 4,777 thousand
in the current year.

Financial Report as at 31 December 2024 | page 292

| FNM Group

NOTES 39
PERSONNEL COSTS
The item “personnel costs” is broken down as follows:

Description | 2024 | 2023
Wages and salaries | 128,809 | 118,220
Social security contributions | 38,131 | 35,117
Allocation to supplementary pension fund | 8,768 | 8,011
Allocation to National Collective Bargaining Agreement provision | 2,376 | —
Pension liabilities | 3,918 | 897
Allocation for post-employment benefit payable | 17 | 11
Other costs | 3,608 | 3,282
Recovery of personnel costs | (2,588) | (1,579)
Total | 183,039 | 163,959

Personnel costs showed an overall net increase of EUR 19,080 thousand due to the combined effect of
the higher average workforce for the year, up from 2,565 to 2,768, of which 40 FTE contributed by the
consolidation of Viridis and 125 FTE by the consolidation of Nordcom, the application of the higher
remuneration policies applied as part of the renewal of the National Collective Bargaining Agreement
for Motorway and Tunnels Companies and Consortia, which took place in the second half of 2023, as
well as of provisions made for the contractual holiday of the National Collective Bargaining Agreement
for the Railway/Tram sector, which expired on 31 December 2023, amounting to EUR 2,376 thousand.
The National Collective Bargaining Agreement for the Railway/Tram Sector is applied to all Group
employees, with the following exceptions: MISE employees are subject to the National Collective
Bargaining Agreement for Motorway and Tunnels Companies and Consortia; E-Vai employees are
subject to the National Collective Bargaining Agreement for Commerce; Viridis employees are subject
to the National Collective Bargaining Agreement for Employees in the Electricity Sector and lastly,
senior managers are subject to the Contract for Senior Managers of Industrial Companies.
The average number of employees by category is shown below:

Average number of employees by category | 2024 | 2023
Executives | 61 | 56
Middle managers | 221 | 179
Office workers | 746 | 600
Blue collar workers | 1,740 | 1,730
Total | 2,768 | 2,565

Financial Report as at 31 December 2024 | page 293

| FNM Group

NOTES 40
DEPRECIATION, AMORTISATION AND WRITE-DOWNS
The next table shows the breakdown of this item:

Description | 2024 | 2023
Depreciation of Property, plant and machinery | 42,814 | 37,695
Amortisation of intangible assets | 80,738 | 60,211
Amortisation of right of use | 8,463 | 6,725
Write-down of Property, plant and machinery | 2,591 | 1,268
Write-down of Intangible assets | 399 | —
Write-down of rights of use | 1,287 | —
Depreciation, amortisation and write-downs | 136,292 | 105,899

Reference is made to Note 4 for the type of estimate processes connected with this item.
Depreciation of Property, plant and machinery
The increase of EUR 5,119 thousand in the item, derives mainly from the depreciation of photovoltaic
plants, amounting to EUR 2,355 thousand and hardware, amounting to EUR 954 thousand, recognised
in the Group's Consolidated Financial Statements following the consolidation of Viridis and Nordcom
(Note 3). The increase was also affected by higher depreciation, in the amount of EUR 920 thousand, for
the new buses to be phased in during the financial year 2023.
Amortisation of intangible assets
Amortisation of intangible assets was affected by the amortisation of the motorway infrastructure, with
an increase of EUR 16,217 thousand, following the commissioning of investments, better detailed in
Note 7, attributable mainly to the road network lot at the Segrate Intermodal Centre. The item also
includes the amortisation of intangibles, amounting to EUR 4,017 thousand, attributable to the
authorisations related to the photovoltaic plants recognised in 2024 in the PPA of the acquisition of
Viridis and its subsidiaries (Note 3).
Amortisation of right of use
The amortisation of the right of use increased due to the contribution of Viridis and Nordcom to the
consolidation, amounting to EUR 1,360 thousand and EUR 306 thousand respectively.
Write-down of Property, plant and machinery
The write-down is attributable to the adjustment of the recoverable value of the Affori car park,
amounting to EUR 1,927 thousand, to the write-down of a locomotive following an appraisal,
amounting to EUR 437 thousand, to the difference between the book value of a building and the
appraisal value, amounting to EUR 182 thousand, and to costs incurred in the previous year and for
which the requirement of future usefulness is no longer deemed to exist, amounting to EUR 45
thousand.
Write-down of Intangible assets
The write-down is mainly attributable to costs incurred on the motorway infrastructure in previous
years, the recoverable value of which was deemed to be zero.
Write-down of rights of use
The write-down relates entirely to the rights of use of the subsidiary E-Vai.

Financial Report as at 31 December 2024 | page 294

| FNM Group

NOTES 41
WRITE-DOWN OF FINANCIAL ASSETS AND CONTRACT ASSETS
This item includes the amounts related to the allowance for doubtful accounts of EUR 878 thousand
(EUR 890 thousand in 2023), write-downs on contractual assets of EUR 681 thousand (not present in
2023) and bad debts of EUR 31 thousand.
NOTES 42
OTHER OPERATING COSTS
The next table shows the breakdown of this item:

Description | 2024 | 2023
Concession fee | 30,424 | 29,598
Allocations to the provision for risks and charges | 906 | 22,212
Taxes and duties | 2,271 | 1,751
Non-recurring expenses | 461 | 384
Fines, penalties and settlements | 484 | 215
Capital losses on property, plant and machinery | 281 | 207
Losses on receivables | 168 | 33
Release of provisions for risks and charges | (27) | (814)
Adjustment Charges - Viridis Earn-Out (non-recurring) | 8,930 | —
Other charges | 3,401 | 3,088
Other operating costs | 47,299 | 56,674
Other operating costs | 9 | 51
Other operating costs to related parties (Note 49) | 9 | 51
Total | 47,308 | 56,725

The change in other operating expenses shows a net decrease of EUR 9,375 thousand compared to
FY2023 , due to the consolidation of Viridis and Nordcom for EUR 1,035 thousand and EUR 186
thousand, respectively, and is analysed below.
Concession fee
The item refers to motorway concession fees. The change for the period was EUR 826 thousand, due
entirely to the change in toll revenues and traffic trends.
Allocations to the provision for risks and charges
This item included accruals made to the provision for cyclical maintenance of rolling stock, amounting
to EUR 21,638 thousand, no longer recognised as of 01 January 2024 as a result of the application of the
amendments to the FERROVIENORD Service Contract 2023-2027 (Note 28).
Adjustment Charges - Viridis Earn-out (non-recurring)
This item includes the non-recurring charge arising from the adjustment of the Earn-Out Debt related to
the acquisition of the subsidiary Viridis, in relation to the increased capacity in terms of MW, which is
expected to be installed, as per the latest approved plan, by the subsidiary by 2029, the reference date
for measuring this liability. Since this is a fair value adjustment due to changes in capacity in terms of

Financial Report as at 31 December 2024 | page 295

| FNM Group

MW, which is expected to be installed by the subsidiary Viridis by 2029, and which will therefore affect
Viridis' performance, it has been classified under operating profit.
Other charges
This item includes primarily membership fees for EUR 1,947 thousand (EUR 1,764 thousand at 31
December 2023).
NOTES 43
FINANCIAL INCOME
Financial income accrued as shown in the following table:

Description | 2024 | 2023
Bank current accounts and deposits | 9,756 | 4,388
Capital gain from disposal | — | 632
Income from provision discounting | 123 | —
Other financial income | 478 | 974
Financial income | 10,357 | 5,994
Interest income on financing | 4,046 | 3,829
Change in fair value of equity investments | 2,178 | —
Proceeds from rescheduling APL financing | — | 4,493
Other financial income | — | 28
Financial income from related parties (Note 49) | 6,224 | 8,350
Total | 16,581 | 14,344

Bank current accounts and deposits
Financial income on bank current accounts and deposits increased by EUR 5,368 thousand in relation
to the higher average quantity of cash and the higher average remuneration rate, which went from
1.449% to 2.424% in 2023.
Capital gain from disposal
The gain from sales to third parties in the year 2023 related, for EUR 600 thousand, to the adjustment
arising from the 'K2 discount' on the sale of the investment held in DB Cargo in 2010, in addition to the
sale of the investment in NTT, for EUR 32 thousand.
Income from provision discounting
The income is entirely attributable to the change in the discount rate for the motorway infrastructure
renewal fund, which was a charge in the previous period (Note 44).
Proceeds from rescheduling APL financing
The item, in the previous year, was entirely attributable to income for the remeasurement at amortised
cost of the shareholders' loan granted to Autostrada Pedemontana Lombarda S.p.A. following the
change in the expected date of repayment of the loan, postponed with respect to the previously
provided maturity date, based on the cash flows envisaged in the new business plan presented by the
investee.
Change in fair value of equity investments
The item refers to the revaluation of the shareholding in NordCom S.p.A. already held as of 31
December 2023 to align it to the purchase value of the residual share, following the purchase of 42% of
the share capital on 15 July 2024, for EUR 2,178 thousand, and of the shareholding held in Tangenziale

Financial Report as at 31 December 2024 | page 296

| FNM Group

Esterna S.p.A., recorded at fair value, carried out following the results of recent transactions occurred
during the year.
Interest income on financing
The item relates to financial income from the financing contracts between FNM and the investee
companies Busforfun (EUR 276 thousand) and SportIT (EUR 50 thousand) and between MISE and the
investee companies APL (EUR 3,580 thousand, including income from debt rescheduling), S.A.Bro.M.
(EUR 80 thousand) and Tangenziale Esterna (EUR 60 thousand) (Note11).
NOTES 44
FINANCIAL EXPENSES
Financial expenses accrued on:

Description | 2024 | 2023
Financial expenses on loans | 13,447 | 8,734
Financial expenses on bond | 6,346 | 6,325
Discounting of renewal fund | 2,703 | 2,386
Viridis Put Option discounting | 2,158 | —
Lease agreement as lessee | 1,451 | 714
Financial valuation charges IFRS 9 | 854 | —
Interest Cost Post-employment benefits (Note 29) | 554 | 638
Other financial expenses | 1,388 | 232
Financial expenses | 28,901 | 19,029
Write-downs of equity investments | — | 189
Financial expenses to related parties | — | 336
Financial expenses - fair value adjustment of participating financial instrument | 1,400 | —
Financial expenses on giro account | 592 | 314
Lease agreement as lessee | 1 | 1
Financial expenses to related parties (Note 49) | 1,993 | 840
Total | 30,894 | 19,869

Financial expenses on loans
The item includes financial expenses relating to:
• loan taken out by the Parent Company from the European Investment Bank on 21 December 2017
for EUR 50 million, and calculated at the contractual interest rate equal to a fixed rate of 0.377%
on the first tranche of EUR 10 million and 0.446% on the second tranche of EUR 40 million, for a
total of EUR 106 thousand (EUR 145 thousand in 2023).
• loan signed between the Parent Company and Banca Intesa, on 19 February 2024, for an amount
of EUR 85,000 thousand, and calculated at the effective interest rate of 5.2701%, for a total
amount of EUR 3,821 thousand;
• RCF credit line (Note 22) calculated at the effective interest rate of 4.2047%, amounting to EUR 368
thousand;
• loans taken out by MISE, for a total of EUR 6,633 thousand (EUR 8,589 thousand in 2023); the item
includes interest accrued on both long-term and short-term loans, inclusive of the positive IRS
spread relating to financial hedging contracts, amounting to EUR 21 thousand;
• loans taken out by VIRIDIS, totalling EUR 2,519 thousand, the item includes accrued interest on
both long-term and short-term loans.

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| FNM Group

Financial expenses on bond
This item includes the financial expenses relating to bond (Note 23) issued on 20 October 2021,
calculated by applying the amortised cost method at an effective interest rate of 0.982% (nominal rate
of 0.75%).
Put option discounting
The item is entirely attributable to the financial charge recognised at 31 December 2024 on the Put
Option issued to the selling shareholders of Viridis (Note 24) as a result of the updated rate and
discount period compared to the initial recognition on 23 February 2024.
Lease agreement as lessee
Lease agreements as lessee are attributable to the application of IFRS 16.
Other financial expenses
This item includes the financial expense incurred as a result of the settlement with a contractor in the
amount of EUR 605 thousand.
NOTES 45
NET PROFIT OF COMPANIES ACCOUNTED FOR USING THE EQUITY
METHOD AND OTHER INCOME AND EXPENSES ARISING FROM THE
VALUATION OF INVESTEE COMPANIES
NET PROFIT/LOSS OF COMPANIES MEASURED WITH THE EQUITY METHOD
The item “Profit/Loss of companies measured with the equity method” at 31 December 2024 and 31
December 2023 is broken down as follows:

Description | 2024 | 2023 | Change
Trenord S.r.l. * | 10,673 | 8,336 | 2,337
Autostrada Pedemontana Lombarda S.p.A. | 2,123 | (2,895) | 5,018
Tangenziali Esterne di Milano S.p.A. ** | (2,255) | (2,127) | (128)
Nord EnergiaS.p.A. in liquidation | 979 | 563 | 416
DB Cargo Italia S.r.l. | 1,065 | 1,360 | (295)
Omnibus Partecipazioni S.r.l. *** | 759 | 1,332 | (573)
NordCom S.p.A. **** | 220 | 579 | (359)
Busforfun.Com S.r.l. | — | (447) | 447
Mbility S.r.l. | (137) | — | (137)
SportIT S.r.l. | (151) | (343) | 192
Profit/Loss of companies measured with the equity method | 13,276 | 6,358 | 6,918

* includes the result of TILO SA
** includes the result of Tangenziale Esterna S.p.A.
*** includes the result of ASF Autolinee S.r.l.
****includes the result of Nordcom until 14 July 2024. Following the purchase of 42% of the share capital, FNM holds control
and the company is therefore fully consolidated from 15 July 2024.
Reference is made to the Management Report for the analysis of the trend of investments in joint
ventures and events affecting the profitability of the investee and on the capital and financial situation
of the investees Trenord and APL (section 9.5).
PROCEEDS FROM THE DISPOSAL OF EQUITY INVESTMENTS
The item in question, amounting to EUR 59,527 thousand, refer:

Financial Report as at 31 December 2024 | page 298

| FNM Group

– for EUR 59,198 thousand, to the change in the percentage of ownership in the investee APL,
from 36.66% to 25.85%, following the failure to subscribe to the share capital increase resolved
by the Shareholders' Meeting on 27 November 2024;
– EUR 311 thousand, for the adjustment of the investment held in Tangenziale Esterna S.p.A.,
recognised at fair value, in line with the investee's valuation in recent transactions (Note 10);
– for EUR 18 thousand, to the gain determined by the sale of the investment held in Servizi
Trasporti Interregionali S.p.A..
WRITE-DOWNS OF EQUITY INVESTMENTS
The item in question, amounting to EUR 49,758 thousand, refers:
– for EUR 49,485 thousand, to the associate Autostrada Pedemontana Lombarda S.p.A., following
the alignment to the value of the investment defined by the Impairment Test (Note 10);
– for EUR 273 thousand, to the investment held in S.A.Bro.M S.p.A. in the presence of losses
considered durable.
NOTES 46
INCOME TAXES
The next table shows the breakdown of this item.

Description | 2024 | 2023
Total | IRES (CORPORAT E INCOME TAX) | IRAP (REGIONAL BUSINESS TAX) | Total | IRES (CORPORAT E INCOME TAX) | IRAP (REGIONAL BUSINESS TAX)
Current | (19,217) | (15,140) | (4,077) | (30,702) | (25,147) | (5,555)
Taxes for previous years | 610 | 610 |  | 3,348 | 1,377 | 1,971
Deferred tax assets/liabilities | (4,792) | (3,800) | (992) | 5,654 | 4,779 | 875
Accelerated depreciation | — |  |  | (1,817) |  | (1,817)
Total | (23,399) | (18,330) | (5,069) | (23,517) | (18,991) | (4,526)

Current taxes decreased by EUR 11,485 thousand, mainly due to the lower taxable profit of FNM and
FERROVIENORD.
Reconciliation between the IRES ordinary rate and effective rate:

Description | 2024 | 2023
Applicable IRES rate | 24.00% | 24.00%
Untaxed capital grants | -1.19% | -0.98%
Other changes | -5.88% | 1.43%
ACE Deduction | 0.00% | -1.76%
Deductible IRAP | -0.12% | -0.16%
Deferred tax liabilities | 4.40% | -4.53%
Effective rate | 21.20% | 18.00%

NOTES 47
RESULT FROM DISCONTINUED OPERATIONS
No discontinued operations were recognised, as in 2023.

Financial Report as at 31 December 2024 | page 299

| FNM Group

NOTES 48
EARNINGS PER SHARE
Earnings per share are calculated dividing the result attributable to Group shareholders by the average
weighted number of ordinary shares issued, excluding any treasury shares purchased from this
calculation, no stock option plans being in place.

Description | 2024 | 2023
Profit attributable to Parent Company Shareholders in EUR | 59,326,000 | 80,855,000
Average weighted number of shares | 434,902,568 | 434,902,568
Basic earnings per share in EUR cents | 0.14 | 0.19

Diluted earnings per share coincided with basic earnings per share.
NOTES 49
RELATED-PARTY TRANSACTIONS
FNM is a subsidiary of the Lombardy Region which holds 57.57%. 14.74% is held by Ferrovie dello Stato
S.p.A. and the remaining interest is listed on the Standard Class 1 market of the Milan Stock Exchange.
Therefore all transactions with the Regione Lombardia are reported under Related-Party transactions,
which include also the transactions with entities for which the Group has joint control and with
associates.
Pursuant to article 2427, sub-paragraph 1 n. 22-quinquies and sexies of the Italian Civil Code, it is
pointed out that the Regione Lombardia, in application of the addendum 4/4 to Italian Legislative
Decree 118/2011, introducing the applied accounting standard concerning the Consolidated Financial
Statements, included from the 2018 Consolidated Financial Statements its own instrumental agencies,
units and bodies and the subsidiary and investee companies, thus also including the FNM Group.

Financial Report as at 31 December 2024 | page 300

| FNM Group

Transactions with Related Parties are presented below:

Description | Notes | 31/12/2024 | 31/12/2023
Total | Related parties | Total | Related parties
Absolute value | Proportion % | Absolute value | Proportion %
STATEMENT OF FINANCIAL POSITION |  |  |  |  |  |  |
Other non-current financial assets measured at amortised cost | 11 | 69,192 | 68,192 | 98.6% | 67,172 | 66,172 | 98.5%
Non-current financial assets measured at fair value through profit or loss | 12 | 5,990 | 1,600 | 26.7% | 4,454 | 0 | 0.0%
Other non-current assets | 18 | 3,291 | 7 | 0.2% | 2,955 | 7 | 0.2%
Trade receivables | 17 | 143,105 | 65,891 | 46.0% | 171,031 | 86,771 | 50.7%
Other current assets | 18 | 117,450 | 13,473 | 11.5% | 136,619 | 17,462 | 12.8%
Other current financial assets measured at amortised cost | 11 | 3,930 | 3,602 | 91.7% | 2,743 | 1,948 | 71.0%
Current financial receivables measured at FV | 12 | 783 | 29 | 3.7% | 562 | 0 | 0.0%
Current contract assets | 14 | 23,850 | 22,363 | 93.8% | 10,536 | 10,249 | —
Receivables for investments in services under concession | 13 | 245,266 | 243,269 | 99.2% | 210,717 | 208,720 | 99.1%
Non-current payables for funded investments | 25 | 19,913 | 4,786 | 24.0% | 16,413 | 10,565 | 64.4%
Non-current lease liabilities | 24 | 17,913 | 0 | 0.0% | 12,968 | 15 | 0.1%
Other non-current liabilities | 27 | 38,005 | 10,568 | 27.8% | 36,657 | 10,824 | 29.5%
Current financial payables | 24 | 19,401 | 16,944 | 87.3% | 30,071 | 27,035 | 89.9%
Current payables for funded investments | 25 | 111,944 | 109,455 | 97.8% | 82,200 | 75,327 | 91.6%
Current lease liabilities | 24 | 6,938 | 0 | 0.0% | 7,963 | 79 | 1.0%
Trade payables | 30 | 543,797 | 15,460 | 2.8% | 513,693 | 13,790 | 2.7%
Other current liabilities | 32 | 113,611 | 58,111 | 51.1% | 73,938 | 21,414 | 29.0%

Description | Notes | 2024 | 2023
Total | Related parties | Total | Related parties
Absolute value | Proportion % | Absolute value | Proportion %
INCOME STATEMENT |  |  |  |  |  |  |
Revenues from sales and services | 33 | 574,789 | 181,680 | 31.6% | 564,560 | 199,039 | 35.3%
Grants | 34 | 29,636 | 8,121 | 27.4% | 15,030 | 7,688 | 51.2%
Revenues from construction services | 35 | 309,258 | 278,316 | 90.0% | 164,760 | 141,569 | 85.9%
Other income | 36 | 36,191 | 8,185 | 22.6% | 31,656 | 7,906 | 25.0%
Service costs | 38 | (174,173) | (9,188) | 5.3% | (154,551) | (11,641) | 7.5%
Other operating costs | 42 | (47,308) | (9) | 0.0% | (56,725) | (51) | 0.1%
Financial income | 43 | 16,581 | 6,224 | 37.5% | 14,344 | 8,350 | 58.2%
Financial expenses | 44 | (30,894) | (1,993) | 6.5% | (19,869) | (840) | 4.2%

Description | 2024 | 2023
Total | Related parties | Total | Related parties
Absolute value | Proportion % | Absolute value | Proportion %
CASH FLOWS |  |  |  |  |  |
Cash flows from operations | 195,998 | 501,577 | 255.9% | 182,693 | 346,053 | 189.4%
Cash flow from investments | (81,416) | (39,651) | 48.7% | 63,957 | 60,929 | 95.3%
Cash flow from financing | (9,528) | (10,324) | 108.4% | (88,409) | (4,296) | 4.9%

The item “Trade receivables from related parties” mainly includes receivables due from the Regione
Lombardia for the Service Contract and the Programme Agreement on railway infrastructure for the
portion relating to the invoicing of planning, project management and site safety expenses, as well as
from the investee Trenord, mainly for rental fees and the network access fee.

Financial Report as at 31 December 2024 | page 301

| FNM Group

The “Other current receivables from related parties” refer to receivables from the Regione Lombardia
for investment grants, to receivables for services rendered to joint venture investees and to receivables
deriving from the Group VAT and tax consolidation (Note 18).
“Receivables for investments in services under concession” include, in accordance with IFRIC 12, the
portions not yet collected and intended to finance the investments in the modernisation of
infrastructure and the renewal of rolling stock (Note 13).
“Current financial payables to related parties” include the balance of the giro account held with joint
venture investees and the Pension Fund (Note 24).
“Payables for funded investments to related parties" include payables to the Regione Lombardia
relative to the excess of collections of fees obtained from the Body for investments made by the Group,
for the portion already allocated to investments and not yet offset (Note 25).
The item “Other current and non-current liabilities to related parties" refers to payables for services
provided to the Group and to corporate income tax advances paid to the Parent by joint venture
investees, as well as to capital grants obtained from Regione Lombardia for the purchase of rolling
stock and buses.
The services provided to and received from investee companies, under normal market conditions, are
summarised below:

Activities which produced revenue | Trenord | Nordcom | NORD ENERGIA | DBCI | APL
Administrative Services | X | X | X | X |
Sap Fee | X | X | X |  |
Lease of premises in Novate | X |  |  |  |
Lease of offices in P.le Cadorna | X | X |  |  |
Lease of Iseo offices and space | X |  |  |  |
Lease of rolling stock | X |  |  | X |
Tolls on motorway sections under concession |  |  |  |  | X
Activities which produced costs | Trenord | Nordcom | NORD ENERGIA | DBCI | APL
IT Services |  | X |  |  |
Tolls on motorway sections under concession |  |  |  |  | X
Lease of distributed IT |  | X |  |  |

Top Management
Relations with Top Management refer to the compensation of the Directors of the Parent Company and
to the remuneration of key personnel and they are analysed as follows with reference to 31 December
2024:

in EUR thousands | 2024
Directors | 761
Other Key Personnel | 1,274
Total | 2,035

It should be noted that no loans have been granted and no receivables are due from Directors and Key
Management Personnel. It should also be noted that no commitments have been undertaken by the
Company on their behalf.
It should be noted that as of today there are no stock options.

Financial Report as at 31 December 2024 | page 302

| FNM Group

NOTES 50
OTHER COMPREHENSIVE INCOME
Details of related said profit components recognised at equity at 31 December 2024 and 31
December 2023 are reported below:

Description | 2024 | 2023
Gross value | Tax (Charge)/Benefit | Net value | Gross value | Tax (Charge)/Benefit | Net value
Post-employment benefit actuarial gain/(loss) | 693 | (194) | 499 | (601) | 168 | (433)
Revaluation of fair value of derivatives | (104) | 25 | (79) | 71 | (17) | 54
Post-employment benefit actuarial gain/(loss) of companies measured with the equity method | 56 | — | 56 | 81 |  | 81
Revaluation of fair value of derivatives of companies measured with the equity method | 706 |  | 706 | (1,337) |  | (1,337)
Gains/(Losses) arising from the translation of Financial Statements of foreign companies | (22) |  | (22) | 78 |  | 78
Total | 1,329 | (169) | 1,160 | (1,708) | 151 | (1,557)

Post-employment benefit actuarial gain/(loss)
Starting from the preparation of the Consolidated Financial Statements at 31 December 2011, actuarial
gains/losses are not recognised the income statement, but in a specific reserve of shareholders' equity,
net of the tax effect, recognised in the statement of comprehensive income (Note 29).
Post-employment benefit actuarial gain/(loss) of companies measured with the equity method
This item includes the change in actuarial gains and losses recognised in the Financial Statements of
joint ventures (Note 10).
Reserve for changes in fair value of derivatives
Reference should be made to Note 24.
Gains/(Losses) arising from the translation of Financial Statements of foreign companies
Reference should be made to Note 10.
NOTES 51
RISK MANAGEMENT
Credit risk
Credit risk represents the Group's exposure to potential losses arising from counterparty default.
The Group has a considerable number of receivables from the counterparty Regione Lombardia, the
Group's majority shareholder.
In particular, as regards financial counterparty risk from the use of liquidity, the Group deals with
entities that have a secure, high profile and considerable international standing.

Financial Report as at 31 December 2024 | page 303

| FNM Group

As regards motorway tolls, credit risk is particularly limited given the procedure in place for collecting
tolls, and the subsidiary MISE constantly monitors these receivables and writes down positions for
which there may be a risk of partial or total failure to collect the receivable.
Receivables due from third parties for which credit risk is assessed, are summarised below:

Description | 31/12/2024 | 31/12/2023
Receivables from banks (note 20) | 419,697 | 394,271
Trade receivables from third parties (note 17) | 77,214 | 84,260
Other assets from third parties (Note 18) | 96,348 | 115,920
Other financial assets measured at amortised cost (Note 11) | 1,328 | 1,795
Financial Assets measured at Fair Value through profit or loss (Note 12) | 5,144 | 5,016
Total | 599,731 | 601,262

Other assets included in the previous table are net of tax receivables.
Financial assets are recognised in the financial statements, net of the write-down calculated based on
the counterparty default risk, determined considering information available on customer solvency and
historical data.
Trade receivables from non-related parties at the end of the reporting period present the following due
dates:

Description | 2024 | 2023
Gross | Impairment | Net | Gross | Impairment | Net
Not yet due | 138,986 | (99) | 138,887 | 167,302 | (99) | 167,203
Past due for 31-60 days | 1,364 | (72) | 1,292 | 1,408 | (67) | 1,341
Past due for 61-90 days | 2,198 | (62) | 2,136 | 147 | (55) | 92
Past due for 91-120 days | 1,344 | (110) | 1,234 | 1,922 | (49) | 1,873
Past due for 121-360 days | 998 | (295) | 703 | 845 | (646) | 199
Over 361 days | 3,315 | (4,462) | (1,147) | 3,808 | (3,485) | 323
Total | 148,205 | (5,100) | 143,105 | 175,432 | (4,401) | 171,031

Changes in the provision for bad debts (trade) during the year are presented below:

Description | 31/12/2024 | 31/12/2023
Balance as at 1 January | 4,401 | 4,217
Change in scope of consolidation | 538 | —
Allocation of the period | 827 | 890
Releases of the period | (94) | (62)
Uses of the period | (572) | (644)
Balance at 31 December | 5,100 | 4,401

Liquidity risk
The Group's liquidity risk may arise from the difficulty of obtaining loans for its operations in
appropriate times, or from the ability to refinance existing debt or to refinance it at favourable
conditions, or from failure to comply with financial ratios (“covenants”) and other commitments
provided for in the various loan agreements, with the resulting application of the acceleration clause
and the right of the counterparties to obtain early repayment of the loans disbursed.
The above-mentioned liquidity risk is mitigated by the ratings obtained from the two leading rating
agencies, i.e. A rating of BBB with stable outlook from Fitch and Baa3 with negative outlook from
Moody's, both updated on 23 May and 5 April 2024, respectively.
Company and Group cash flows, financing needs and liquidity are monitored and managed centrally
controlled by the Group Treasury department managed by FNM, with the aim of guaranteeing the
effective and efficient management of financial resources.

Financial Report as at 31 December 2024 | page 304

| FNM Group

As regards the motorway segment, the Group believes that the financial requirements linked to the
investments made in the motorway infrastructure, according to the contents of the Economic and
Financial Plan, are essentially covered by the operating cash flows.
The possibility of accessing additional debt capital to be allocated to the motorway infrastructure
investment programme is supported by the cash flows generated by operations, also in relation to the
application of the provisions issued by the Transport Regulatory Authority on tariffs. The above-
mentioned flows guarantee repayment of the debt within the period of the concession, in compliance
with current contractual and conventional commitments. In the absence of tariff recognition as
investments progress, the mechanism for recognising the annual toll tariff adjustment provides for the
possible creation of "notional items" to be settled at the end of the expiry of the concession.
Management considers that currently available funds and credit lines, as well as funds and credit lines
that will be generated from operations and loans, will enable the Group to meet its requirements
arising from investing activities, the management of working capital and repayment of loans on their
natural expiry.
Contract due dates for financial liabilities are shown below:

Description | < 1 year | between 1 and 2 years | between 2 and 5 years | > 5 years | Total
2024 |  |  |  |  |
Lease liabilities | — |  |  |  | —
Payables to the Regione Lombardia |  |  | 4,786 |  | 4,786
Current account | 16,944 |  |  |  | 16,944
Total related parties | 16,944 | — | 4,786 | — | 21,730
Payables to banks | 181,209 | 38,266 | 13,948 | — | 233,423
Bond loan | 4,876 | 653,914 | — | — | 658,790
Lease liabilities | 6,938 | 10,858 | 6,393 | 662 | 24,851
Current account | 2,266 |  | — |  | 2,266
Financial Debt – Viridis Put Option | — | — | — | 33,477 | 33,477
Financial Debt – Viridis Earn-Out | — | — | 28,195 | — | 28,195
Other financial payables | 97 |  |  |  | 97
Total third parties | 195,386 | 703,038 | 48,536 | 34,139 | 981,099
Total | 212,330 | 703,038 | 53,322 | 34,139 | 1,002,829

Description | < 1 year | between 1 and 2 years | between 2 and 5 years | > 5 years | Total
2023 |  |  |  |  |
Lease liabilities | 79 | 20 | 3 | — | 102
Payables to the Regione Lombardia | — | — | 10,565 | — | 10,565
Current account | 27,035 | — | — | — | 27,035
Total related parties | 27,114 | 20 | 10,568 | — | 37,702
Payables to banks | 56,742 | 56,827 | 34,931 |  | 148,500
Bond loan | 4,875 | 4,875 | 653,914 | — | 663,664
Lease liabilities | 8,638 | 3,345 | 10,308 | 162 | 22,453
Current account | 2,989 | — | — | — | 2,989
Other financial payables | — | — | — | — | —
Total third parties | 73,244 | 65,047 | 699,153 | 162 | 837,606
Total | 100,358 | 65,067 | 709,721 | 162 | 875,308

The following average rate was applied for finance lease agreements:

Description | 31/12/2024 | 31/12/2023
Average rate applied | 4,48% - 5,00% | 5,23% - 0,98%

Financial Report as at 31 December 2024 | page 305

| FNM Group

Currency risk
The Group mainly operates at a local level, and therefore is not exposed to currency risk.
Interest rate risk
Financial liabilities mainly consist of the bond loan, loans signed with Banca Intesa Sanpaolo S.p.A. for
the acquisition of Viridis Energia and its subsidiaries, loans signed by MISE with leading banks, the EIB
loan, loans signed prior to the acquisition by Viridis Energia, and its subsidiaries, and financial leasing
contracts. The possible volatility of financial expenses associated with changes in interest rates on
loans is monitored and mitigated by adopting an interest rate risk management policy which opts for a
balanced mix of loans.
In particular, the bond issued by FNM and the EIB loans are not subject to volatility as they are subject
to a fixed rate.
As regards the loans taken out by MISE in order to limit their effects, hedging contracts have been
entered into connected with the variability of interest rates (Interest Rate Swap - IRS). At 31 December
2024, floating rate debt of MISE amounted to 84.03% of the long-term portfolio.
At 31 December 2024, Group’s fixed rate debt amounted to 79% of the long-term portfolio.
More specifically, at the end of 2024, the subsidiary has IRS derivative contracts in place with a total
notional amount of EUR 10 million, referring to hedges on bilateral floating rate loans for a total
amount of EUR 19.5 million maturing on 31 December 2025. With regard to the remaining portion of
debt, which is primarily linked to the Euribor rate, in view of i) forecasts of any significant increases in
short-term rates and ii) the weighted residual useful life of the loans of just over 2 years, there is
currently no need to adjust the existing loan agreements and/or implement additional hedges to
convert floating-rate loans into fixed-rate loans.
As regards the subsidiary Viridis, as at 31 December 2024, has IRS derivative contracts in place with a
total notional amount of EUR 21.6 million, referring to hedges on 5 bilateral floating rate loans for a
total amount of EUR 22.1 million maturing between 31/12/2025 and 31/12/2037.
With regard to the remaining portion of debt, which is primarily linked to the Euribor rate, in view of the
forecasts of any significant increases in short-term rates, there is currently no need to adjust the
existing loan agreements and/or implement additional hedges to convert floating-rate loans into fixed-
rate loans.
The following table shows the impact on shareholders' equity and the net profit for the year ended 31
December 2024 of a hypothetical positive and negative change of 100 basis point (bps) in interest rates
actually applied during the year:

(Amounts in EUR thousand) Loss/ (Profit) | 31/12/2024
Income statement result | Other Comprehensive Income
| Interest +100 bps | Interest -100 bps | Interest +100 bps | Interest -100 bps
Non-hedged floating rate loans |
Effect of change in interest rate | 1,216 | (1,216) |  |
Floating-rate loans converted through IRS into fixed-rate loans |
Effect of change in interest rate on the fair value of hedging derivatives - effective portion of hedge (*) |  |  | 25 | (25)
Impacts before tax effect | 1,216 | (1,216) | 25 | (25)
Tax effect | (324) | 324 | (6) | 6
Impact after tax effect | 892 | (892) | 19 | (19)
(*) The change in the interest rate affects the change in fair value of hedging derivatives, which is recognised in other comprehensive income and therefore does not impact the income statement.

Capital management
The main objectives pursued by the Group in its capital risk management policy are to create value for
shareholders and safeguard the business as a going concern. The Group also aims to maintain an
optimal capital structure in order to reduce the cost of debt and meet requirements (covenant) of debt

Financial Report as at 31 December 2024 | page 306

| FNM Group

agreements (Note 22 - Note 23 - Note 24). Particular attention is paid to the level of indebtedness in
relation to shareholders’ equity and to EBITDA, pursuing goals of profitability and generation of
operating cash.
In order to mitigate risk, the Group obtained (i) on 10 November 2020, an investment grade rating of
BBB- with a stable outlook from the leading rating agency, Fitch Ratings, updated to BBB on 23 May
2024 with stable outlook and (ii) on 25 January 2021, an investment grade rating of Baa3 with stable
outlook from the leading rating agency, Moody's, updated to Baa3 with negative outlook on 5 April 2024.
Fair value estimate
The fair value of the financial instruments listed on an active market is based on market prices at the
reporting date. The fair value of the financial instruments that are not listed on an active market is
determined using measurement techniques based on a series of methods and assumptions tied to
market conditions at the reporting date.
The fair value of the financial instruments based on the following hierarchical levels is provided below:
• Level 1: Fair value determined with reference to (unadjusted) listed prices on active markets for
identical financial instruments;
• Level 2: Fair value determined with measurement techniques with reference to variables
observable on active markets;
• Level 3: Fair value determined with measurement techniques with reference to non-observable
market variables.

Description | 01.01.2024 Book Value | Changes | 31.12.2024 Book Value
Increases Decreases | Income (Expenses) recognised in the Income Statement | Income (Expenses) recognised in Other Comprehensiv e Income | Change in the scope of consolidation
Level 1 | — |  |  |  |  | —
Level 2 | 5,016 | €3,136 | €(1,379) |  | — | 6,773
Level 3 | 11,450 | 3,087 | — | €— |  | 14,537
Financial assets measured at fair value (Notes 10-12) | 16,466 | 6,223 | (1,379) | — | — | 21,310
Level 1 | — |  |  |  |  | —
Level 2 | 136 | 47 | (134) | 104 | 340 | 493
Level 3 | — |  |  |  |  | —
Derivative liabilities (Note 24) | 136 | 47 | (134) | 104 | 340 | 493
Level 1 | €— |  |  |  |  | —
Level 2 | €— |  |  |  |  | —
Level 3 | €— |  | (7,644) |  | (48,700) | (56,344)
Financial debt – Viridis put option and earn-out (Note 24) | — | — | (7,644) | — | (48,700) | (56,344)

Financial Report as at 31 December 2024 | page 307

| FNM Group

Description | 01.01.2023 Book Value | Changes | 31.12.2023 Book Value
Increases Decreases | Income (Expenses) recognised in the Income Statement | Income (Expenses) recognised in Other Comprehensiv e Income | Change in the scope of consolidation
Level 1 |  | — |  |  |  | —
Level 2 | 5,016 |  |  |  |  | 5,016
Level 3 | 11,450 | — | — | — | — | 11,450
Financial assets measured at fair value (Notes 10-12) | 16,466 | — | — | — | — | 16,466
Level 1 |  | — |  |  |  | —
Level 2 | 209 | (107) | 105 | (71) |  | 136
Level 3 |  | — |  |  |  | —
Derivative liabilities (Note 24) | 209 | (107) | 105 | (71) | — | 136
Level 1 |  | — |  |  |  | —
Level 2 |  | — |  |  |  | —
Level 3 |  | — |  |  |  | —
Financial debt – Viridis put option and earn-out (Note 24) | — | — | — | — | — | —

The accounting value already approximates fair value , where the related hierarchical level is not
expressed.
There are currently some instruments in the Financial Statements whose value is determined by
models with inputs not directly linked to observable market data, particularly in relation to the valuation
of minority interests.
For all derivative instruments used by the Group, the fair value is determined on the basis of valuation
techniques that make reference to parameters observable on the market (i.e. “Level 2”); during the
year, there were no transfers from Level 1 to Level 2 and vice versa.
Level 3 was used for the evaluation of the Busforfun.com Participating Financial Instrument and the
Payable for the Viridis Earn-Out.

Financial Report as at 31 December 2024 | page 308

| FNM Group

NOTES 52
CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES RECOGNISED IN
THE FINANCIAL STATEMENTS
In compliance with provisions in IFRS 7, the next tables show information on categories of financial assets
and liabilities of the Company at 31 December 2024 and 31 December 2023, restated according to IFRS 9
information.

Amounts in EUR thousands | Notes | Carrying amount at 31/12 2024 | Financial assets at amortised cost | Financial assets at FV through profit or loss | Financial assets at FV through OCI | Financial liabilities at FV | Financial liabilities at amortised cost
NON-CURRENT ASSETS |  |  |  |  |  |  |
Equity investments measured at fair value through profit or loss | 10 | 14,537 |  | 14,537 |  |  |
Other financial assets measured at amortised cost | 11 | 69,192 | 69,192 |  |  |  |
Financial assets measured at Fair Value through profit or loss | 12 | 5,990 |  | 5,990 |  |  |
Other Assets | 18 | 3,291 | 3,291 |  |  |  |
CURRENT ASSETS |  |  |  |  |  |  |
Trade Receivables | 17 | 143,105 | 143,105 |  |  |  |
Other Assets | 18 | 117,450 | 117,450 |  |  |  |
Other financial assets measured at amortised cost | 11 | 3,930 | 3,930 |  |  |  |
Financial assets measured at Fair Value through profit or loss | 12 | 783 |  | 783 |  |  |
Receivables for investments in services under concession | 13 | 245,266 | 245,266 |  |  |  |
Cash and cash equivalents | 20 | 499,445 | 499,445 |  |  |  |
NON-CURRENT LIABILITIES |  |  |  |  |  |  |
Payables to banks | 22 | 52,214 |  |  |  |  | 52,214
Bond loan | 23 | 647,319 |  |  |  |  | 647,319
Financial Payables | 24 | 56,743 |  |  |  | 56,743 | 0
Lease liabilities | 24 | 17,913 |  |  |  |  | 17,913
Payables for funded investments | 25 | 19,913 |  |  |  |  | 19,913
Other liabilities | 27 | 38,005 |  |  |  |  | 38,005
CURRENT LIABILITIES |  |  |  |  |  |  |
Payables to banks | 22 | 181,209 |  |  |  |  | 181,209
Bond loan | 23 | 962 |  |  |  |  | 962
Financial Payables | 24 | 19,401 |  |  |  | 94 | 19,307
Lease liabilities | 24 | 6,938 |  |  |  |  | 6,938
Payables for funded investments | 25 | 111,944 |  |  |  |  | 111,944
Trade payables | 30 | 543,797 |  |  |  |  | 543,797
Other liabilities | 32 | 113,611 |  |  |  |  | 113,611

Financial Report as at 31 December 2024 | page 309

| FNM Group

Amounts in EUR thousands | Notes | Carrying amount at 31/12 2023 | Financial assets at amortised cost | Financial assets at FV through profit or loss | Financial assets at FV through OCI | Financial liabilities at FV | Financial liabilities at amortised cost
NON-CURRENT ASSETS |  |  |  |  |  |  |
Equity investments measured at fair value through profit or loss | 10 | 11,450 |  | 11,450 |  |  |
Other financial assets measured at amortised cost | 11 | 67,172 | 67,172 |  |  |  |
Financial assets measured at Fair Value through profit or loss | 12 | 4,454 |  | 4,454 |  |  |
Other Assets | 18 | 2,955 | 2,955 |  |  |  |
CURRENT ASSETS |  |  |  |  |  |  |
Trade Receivables | 17 | 171,031 | 171,031 |  |  |  |
Other Assets | 18 | 136,619 | 136,619 |  |  |  |
Other financial assets measured at amortised cost | 11 | 2,743 | 2,743 |  |  |  |
Financial assets measured at Fair Value through profit or loss | 12 | 562 |  | 562 |  |  |
Receivables for investments in services under concession | 13 | 210,717 | 210,717 |  |  |  |
Cash and cash equivalents | 20 | 395,245 | 395,245 |  |  |  |
NON-CURRENT LIABILITIES |  |  |  |  |  |  |
Payables to banks | 22 | 91,758 |  |  |  |  | 91,758
Bond loan | 23 | 645,848 |  |  |  |  | 645,848
Financial Payables | 24 | 89 |  |  |  | 89 | 0
Lease liabilities | 24 | 12,968 |  |  |  |  | 12,968
Payables for funded investments | 25 | 16,413 |  |  |  |  | 16,413
Other liabilities | 27 | 36,657 |  |  |  |  | 36,657
CURRENT LIABILITIES |  |  |  |  |  |  |
Payables to banks | 22 | 56,785 |  |  |  |  | 56,785
Bond loan | 23 | 961 |  |  |  |  | 961
Financial Payables | 24 | 30,071 |  |  |  | 47 | 30,024
Lease liabilities | 24 | 7,963 |  |  |  |  | 7,963
Payables for funded investments | 25 | 82,200 |  |  |  |  | 82,200
Trade payables | 30 | 513,693 |  |  |  |  | 513,693
Other liabilities | 32 | 73,938 |  |  |  |  | 73,938

Financial Report as at 31 December 2024 | page 310

| FNM Group

NOTES 53
SIGNIFICANT NON-RECURRENT EVENTS AND TRANSACTIONS
In the current year, a non-recurring operating cost was recognised arising from the adjustment of the
Earn-Out Debt related to the acquisition of the subsidiary Viridis, in relation to the increased capacity in
terms of MW, which is expected to be installed by the subsidiary by 2029, as per the latest approved
plan, amounting to EUR 8,930 thousand. Since this is a fair value adjustment due to changes in capacity
in terms of MW, which is expected to be installed by the subsidiary Viridis by 2029, and which will
therefore affect Viridis' performance, it has been classified under operating profit. In addition, in relation
to development projects, relating to the transaction described in Note 3, a non-recurring expense of
EUR 976 thousand was recognised (EUR 761 thousand in 2023.
In the previous year, non-recurring financial income of EUR 4,493 thousand was also recognised, arising
from the remeasurement at amortised cost of the shareholders' loan granted to Autostrada
Pedemontana Lombarda S.p.A. following the change in the expected date of repayment of the loan.
NOTES 54
TRANSACTIONS ARISING FROM ATYPICAL AND/OR UNUSUAL
OPERATIONS
Pursuant to the CONSOB notice of 28 July 2006, the Group did not carry out atypical and/or unusual
transactions, defined as such in the notice, during 2024.
NOTES 55
SIGNIFICANT EVENTS AFTER THE CLOSING OF THE YEAR
ESG rating of 6.3 received: FNM confirmed among the top rated entities evaluated by
Morningstar Sustainalytics worldwide
8 January 2025 - Also in 2024, Morningstar Sustainalytics rated the ESG risk profile to which the FNM
Group is exposed as negligible, assigning a score of 6.3 (on a scale between 0 and > 40, where 0
indicates the best rating and >40 the worst), an improvement on both 2023 (6.6) and 2022 (7.4).
FNM is therefore confirmed among the top 50 top rated companies of the approximately 15,000
entities evaluated worldwide by Morningstar Sustainalytics and in 4th place among the 175 companies
active in the transport infrastructure sector. The rating agency assessed the risk management with
regard to sustainability of services, community relations, occupational health and safety and found the
residual unmanaged risk to be negligible. The rating was requested voluntarily by FNM.
Milan, 24 March 2025

Financial Report as at 31 December 2024 | page 311

| FNM Group

ANNEX 1
to the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as at
31.12.24

Financial Report as at 31 December 2024 | page 312

| FNM Group

Name | Registered Office | Nature of Control | Consolidation method | %
FERROVIENORD S.p.A. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 100%
NORD_ING S.r.l. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 100%
FNM Autoservizi S.p.A. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 100%
E-Vai S.r.l. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 100%
Malpensa Intermodale S.r.l. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 100%
Malpensa Distripark S.r.l. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 100%
FNMPAY S.p.A. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 100%
FNM Power S.r.l. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 100%
Milano Serravalle – Milano Tangenziali S.p.A. | Assago - Via del Bosco Rinnovato, 4/b | Subsidiary | Line-by-line Consolidation | 100%
Milano Serravalle Engineering S.r.l. | Assago - Via del Bosco Rinnovato, 4/b | Subsidiary | Line-by-line Consolidation | 100%
Azienda Trasporti Verona S.p.A. | Verona - Lungadige Galtarossa, 5 | Subsidiary | Line-by-line Consolidation | 50%
La Linea 80 Scarl | Belluno - Via Garibaldi, 77 | Subsidiary | Line-by-line Consolidation | 35%
NordCom S.p.A. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 100%
Viridis Energia S.p.A. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 80%
VRD 28.1 S.r.l. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 80%
VRD 28.3 S.r.l. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 80%
VRD 28.5 S.r.l. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 80%
VRD 29.3 S.r.l. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 80%
VSE S.r.l. | Milan - P.le Cadorna, 14 | Subsidiary | Line-by-line Consolidation | 80%
VBIO 1 Società Agricola S.r.l. | Ancona - Via Sandro Totti, 12/A | Subsidiary | Line-by-line Consolidation | 80%
ETA Solar S.r.l. | San Benedetto Del Tronto (AP) - P.za Pericle Fazzini 8 | Subsidiary | Line-by-line Consolidation | 80%
Trenord S.r.l. | Milan - P.le Cadorna, 14 | Joint Venture | Measured with the equity method | 50.00%
TILO SA | Bellinzona CH - Via Portaccia, 1a | Joint Venture | Measured with the equity method | 25.00%
NORD ENERGIA S.p.A. in liquidation | Milan - P.le Cadorna, 14 | Joint Venture | Measured with the equity method | 60.00%
Omnibus Partecipazioni S.r.l. | Milan - P.le Cadorna, 14 | Joint Venture | Measured with the equity method | 50.00%
ASF Autolinee S.r.l. | Como - Via Asiago, 16/18 | Joint Venture | Measured with the equity method | 24.50%
DB Cargo Italia S.r.l. | Milan - Via Lancetti, 29 | Associate | Measured with the equity method | 40.00%
Busforfun.com S.r.l. | Venice - Via Botteghino, 217 | Associate | Measured with the equity method | 40.00%
Busforfun.CH SA | Lugano - Via Francesco Somaini, 10 | Associate | Measured with the equity method | 38.00%
BUSFORFUNESPAÑA S.L. | Barcelona - Plaza Catalunya 1 - p.4 | Associate | Measured with the equity method | 40.00%
Currant S.r.l. | Venice - Via Jacopo Salamonio, 3 | Associate | Measured with the equity method | 40.00%
SportIT S.r.l. | Milan - Piazza Santa Francesca Romana, 3 | Associate | Measured with the equity method | 33.30%
Mbility S.r.l. | Milan - Via Santa Sofia, 27 | Joint Venture | Measured with the equity method | 30.80%
Autostrada Pedemontana Lombarda S.p.A. | Milan - Via Pola, 12/14 | Associate | Measured with the equity method | 25.85%
Tangenziali Esterne di Milano S.p.A. | Milan - Via Fabio Filzi, 25 | Associate | Measured with the equity method | 22.60%

Financial Report as at 31 December 2024 | page 313

| FNM Group

ANNEX 2
to the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as at
31.12.24
Information pursuant to article 149-duodecies of the Consob Issuer Regulation
The following statement, prepared pursuant to article 149-duodecies of the Consob Issuer Regulation,
indicates fees for 2024 for auditing services and non-auditing services provided by the same
independent auditors and by entities belonging to its network.

With respect to the Parent Company: |
a) by the auditing firm, for the provision of audit services | 49
b) by the auditing firm: |
– for verification services for the issue of an attestation | —
– for the provision of other services* | 272
c) by entities belonging to the auditing firm's network: |
– for verification services for the issue of an attestation | —
– for the provision of other services | —
With respect to subsidiaries: |
a) by the auditing firm, for the provision of audit services | 375
b) by the auditing firm: |
– for verification services for the issue of an attestation | —
– for the provision of other services | 36
c) by entities belonging to the auditing firm's network: |
– for verification services for the issue of an attestation | —
– for the provision of other services | 45

*of which EUR 160 thousand related to the engagement for limited assurance on Sustainability Reporting (CSRD) of the FNM Group
and EUR 100 thousand related to verification activities aimed at issuing reports on pro-forma data

Financial Report as at 31 December 2024 | page 314

| FNM Group

Separate financial statements
for the year ended 31 December
2024
– Statement of Financial Position
– Income Statement
– Statement of comprehensive income
– Statement of changes in shareholders'
equity
– Statement of Cash Flows
– Notes to the Financial Statements

Financial Report as at 31 December 2024 | page 315

| FNM Group

STATEMENT OF FINANCIAL POSITION AT 31.12.2024

Amounts in Euro | Notes | 31/12/2024 | 31/12/2023
ASSETS |  |  |
NON-CURRENT ASSETS |  |  |
Property, plant and machinery | 1 | 358,940,434 | 388,381,746
Intangible assets | 2 | 5,358,677 | 5,905,201
Rights-of-use | 3 | 2,435,814 | 4,551,077
Equity investments | 4 | 793,991,472 | 692,936,496
Equity investments measured at fair value through profit or loss | 4 | 1,549,400 | 309,255
Other financial assets measured at amortised cost | 5 | 51,109,744 | 5,165,833
of which: Related Parties | 5 | 51,109,744 | 5,165,833
Financial assets measured at fair value | 6 | 1,600,000 | —
of which: Related Parties | 6 | 1,600,000 | —
Deferred tax assets | 7 | 11,324,956 | 10,720,848
Other assets | 9 | 418,639 | 353,067
TOTAL NON-CURRENT ASSETS |  | 1,226,729,136 | 1,108,323,523
CURRENT ASSETS |  |  |
Trade Receivables | 8 | 33,250,745 | 49,257,484
of which: Related Parties | 8 | 31,810,440 | 47,388,387
Other financial assets measured at amortised cost | 5 | 5,860,923 | 3,121,380
of which: Related Parties | 5 | 5,860,923 | 3,121,380
Other financial assets measured at fair value | 6 | 28,898 | —
of which: Related Parties | 6 | 28,898 | —
Other assets | 9 | 26,175,351 | 15,431,876
of which: Related Parties | 9 | 6,531,084 | 10,192,242
Current tax receivables | 10 | 13,432,977 | 224,261
Other securities |  | 13 | 13
Cash and cash equivalents | 11 | 391,029,668 | 268,891,516
TOTAL CURRENT ASSETS |  | 469,778,575 | 336,926,530
Assets held for sale |  | — | —
TOTAL ASSETS |  | 1,696,507,711 | 1,445,250,053
Amounts in Euro | Notes | 31/12/2024 | 31/12/2023

Financial Report as at 31 December 2024 | page 316

| FNM Group

LIABILITIES |  |  |
SHAREHOLDERS’ EQUITY |  |  |
Share capital |  | 230,000,000 | 230,000,000
Other reserves |  | 7,788,521 | 7,788,521
Reserve for indivisible profit |  | 169,678,642 | 165,441,178
Reserve for actuarial gains/(losses) |  | (102,876) | (121,806)
Profit for the year |  | (376,316) | 14,237,464
SHAREHOLDERS’ EQUITY | 12 | 406,987,971 | 417,345,357
NON-CURRENT LIABILITIES |  |  |
Payables to banks | 13 | 8,415,133 | 16,792,752
Bond loan | 14 | 647,318,628 | 645,847,833
Financial liabilities | 14 | 22,867,000 | —
Lease liabilities | 14 | 1,913,807 | 2,551,823
of which: Related Parties | 14 | 1,286,517 | 365,187
Other liabilities | 16 | 5,860,770 | 6,081,289
of which: Related Parties | 16 | 3,495,380 | 3,641,021
Provisions for risks and charges | 20 | 233,464 | 233,464
Post-employment benefits | 17 | 862,395 | 977,480
TOTAL NON-CURRENT LIABILITIES |  | 687,471,197 | 672,484,641
CURRENT LIABILITIES |  |  |
Payables to banks | 13 | 129,139,569 | 8,387,927
Bond loan | 14 | 961,644 | 961,242
Financial liabilities | 14 | 398,661,765 | 298,257,680
of which: Related Parties | 14 | 396,395,603 | 295,269,423
Lease liabilities | 14 | 703,993 | 2,294,795
of which: Related Parties | 14 | 379,557 | 167,455
Trade payables | 18 | 51,026,549 | 31,123,032
of which: Related Parties | 18 | 16,759,005 | 14,937,780
Tax payables | 19 | 1,032,893 | 1,023,011
Current tax payables | 19 | — | 3,538,887
Other liabilities | 16 | 19,704,309 | 9,420,562
of which: Related Parties | 16 | 13,445,859 | 3,577,438
Provisions for risks and charges | 20 | 817,821 | 412,919
TOTAL CURRENT LIABILITIES |  | 602,048,543 | 355,420,055
Liabilities related to assets held for sale |  | — | —
TOT. LIABILITIES AND SHAREHOLDERS' EQUITY |  | 1,696,507,711 | 1,445,250,053

Financial Report as at 31 December 2024 | page 317

| FNM Group

INCOME STATEMENT FOR THE YEAR 2024

Amounts in Euro | Notes | 2024 | 2023
Revenues from sales and services | 21 | 75,716,565 | 81,520,304
of which: Related Parties | 21 | 75,156,132 | 80,697,942
Grants | 22 | 254,276 | 544,734
of which: Related Parties | 22 | 145,640 | 436,099
Other income | 23 | 3,304,027 | 3,723,913
of which: Related Parties | 23 | 2,575,998 | 2,982,602
PRODUCTION VALUE |  | 79,274,868 | 85,788,951
Service costs | 24 | (23,495,930) | (20,059,642)
of which: Related Parties | 24 | (12,325,653) | (10,489,319)
Personnel costs | 25 | (20,801,222) | (18,609,004)
Depreciation, amortisation and write-downs | 26 | (31,613,647) | (32,058,949)
Other operating costs | 27 | (1,972,622) | (1,811,275)
of which: Related Parties | 27 | (107,793) | (47,562)
TOTAL COSTS |  | (77,883,421) | (72,538,870)
EBIT |  | 1,391,447 | 13,250,081
Dividends | 28 | 26,417,078 | 27,981,023
of which: Related Parties | 28 | 26,417,078 | 27,981,023
Impairment of equity investments | 4 | (8,878,000) | (22,015,377)
Financial income | 29 | 8,905,263 | 6,195,156
of which: Related Parties | 29 | 911,171 | 279,217
Financial expenses | 30 | (29,419,154) | (9,678,916)
of which: Related Parties | 30 | (8,464,622) | (2,996,444)
of which: Non Recurring | 29 | (8,930,000) | —
NET FINANCIAL INCOME (LOSS) |  | (2,974,813) | 2,481,886
PROFIT/(LOSS) BEFORE TAX |  | (1,583,366) | 15,731,967
Income taxes | 31 | 1,207,050 | (1,494,503)
NET PROFIT / (LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS |  | (376,316) | 14,237,464
NET PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS | 32 | — | —
PROFIT/(LOSS) FOR THE YEAR |  | (376,316) | 14,237,464

Financial Report as at 31 December 2024 | page 318

| FNM Group

STATEMENT OF COMPREHENSIVE INCOME FOR THE
YEAR 2024

Amounts in Euro | Notes | 31/12/2024 | 31/12/2023 | Variazione
PROFIT/(LOSS) FOR THE YEAR |  | (376,316) | 14,237,464 | (14,613,780)
Components that will not be reclassified in the operating result |  |  |  |
Actuarial gain/(loss) |  | 26,878 | (23,074) | 49,952
Income taxes |  | (7,948) | 6,823 | (14,771)
Total other consolidated comprehensive income that will not be reclassified in the operating result | 33 | 18,930 | (16,251) | 35,181
TOTAL COMPREHENSIVE PROFIT/(LOSS) |  | (357,386) | 14,221,213 | (14,578,599)

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
AS AT 31.12.2024

Amounts in Euro | Share capital | Other reserves | Reserve for indivisible profit | Reserve for actuarial Gains/ (Losses) | Profit for the year | TOTAL
Balance as at 01.01.2023 | 230,000,000 | 7,788,521 | 167,413,136 | (105,555) | 8,030,832 | 413,126,934
Allocation of 2022 profit | — | — | 8,030,832 | — | (8,030,832) | —
Distribution of dividends |  |  | (10,002,790) |  |  | (10,002,790)
Other comprehensive income | — | — | — | (16,251) | — | (16,251)
Profit for the year | — | — | — | — | 14,237,464 | 14,237,464
Total comprehensive income | — | — | — | (16,251) | 14,237,464 | 14,221,213
Balance as at 31.12.2023 | 230,000,000 | 7,788,521 | 165,441,178 | (121,806) | 14,237,464 | 417,345,357
Allocation of 2023 profit | — | — | 14,237,464 | — | (14,237,464) | —
Distribution of dividends |  |  | (10,000,000) |  |  | (10,000,000)
Other comprehensive income | — | — | — | 18,930 | — | 18,930
Loss for the year | — | — | — | — | (376,316) | (376,316)
Total Comprehensive Loss | — | — | — | 18,930 | (376,316) | (357,386)
Balance as at 31.12.2024 | 230,000,000 | 7,788,521 | 169,678,642 | (102,876) | (376,316) | 406,987,971
Notes | 12 | 12 | 12 | 33 | 12 | 12

Financial Report as at 31 December 2024 | page 319

| FNM Group

STATEMENT OF CASH FLOWS AS AT 31 DECEMBER
2024

Amounts in Euro | Notes | 31/12/2024 | 31/12/2023
Cash flow from operating/(for) activities |  | Total | Total
Operating result |  | (376,316) | 14,237,464
Income taxes | 31 | (1,207,050) | 1,494,503
Depreciation of property, plant and machinery for the year | 26 | 27,397,628 | 27,222,046
Amortisation of intangible assets for the period | 26 | 1,698,956 | 1,644,769
Amortisation of the exercise of rights of use | 26 | 2,081,503 | 2,366,119
Write-downs of property, plant and machinery for the year | 26 | 435,560 | 826,015
(Capital gain)/loss from disposal of property, plant and machinery | 22 | (137,693) | 91,672
Capital gain on the disposal of assets held for sale | 22 | — | (1,437,889)
Capital gain on disposal of equity investments |  | — | (650,000)
Impairment of equity investments | 4 | 8,878,000 | 22,015,377
Allocations to the provision for risks and charges | 20 | 404,902 | —
Dividends – cash-in | 28 | (26,417,078) | (27,981,023)
Capital grants for the year | 22 | (193,891) | (484,349)
Financial income | 29 | (8,905,263) | (6,195,156)
Financial expenses | 30 | 29,419,154 | 9,678,916
Cash flow from income activities |  | 33,078,412 | 42,828,464
Net change in the provision for post-employment benefits | 17 | (116,175) | (219,112)
Net change in provision for risks and charges | 20 | — | (17,081)
(Increase)/Decrease in trade receivables | 8 | 23,424,046 | (19,898,796)
(Increase)/Decrease in other receivables | 8 | 1,856,356 | (585,264)
Increase/(Decrease) in trade payables | 18 | (4,770,284) | 2,872,257
Increase in other liabilities | 16 | 375,341 | 1,122,744
Payment of taxes | 19 | (2,401,967) | (2,504,462)
Total cash flow from operating activities |  | 51,445,729 | 23,598,750
Cash flow from/(for) investing activities |  |  |
Investments in property, plant and machinery | 1 | (19,631,876) | (15,526,477)
Investments in intangible assets | 2 | (1,152,432) | (2,464,602)
Increase/(Decrease) in trade payables for investments | 18 | 2,674,894 | (7,112,076)
Disposal value of property, plant and machinery | 1 | 137,693 | 25,643
Gross funded investment in rolling stock |  | (5,434,078) | —
Receipt of consideration for investment in funded rolling stock |  | 23,970,693 | —
Investments in equities | 4 | (96,475,521) | (5,359,255)
Dividends – cash-in | 28 | 26,417,078 | 27,981,023
(Increase)/Decrease in other financial assets | 5 | 269,785 | (749,034)
Collection of loan from subsidiary companies | 5 | 1,443,845 | 7,271,671
Disbursement of loans to subsidiary companies | 5 | (53,000,000) | (3,000,000)
Interest income collected |  | 8,479,281 | 5,964,550
Transfer value of investment |  | — | 750,000
Change in assets held for sale |  | — | 5,350,000
Total cash flow from investing activities |  | (112,300,638) | 13,131,443

Financial Report as at 31 December 2024 | page 320

| FNM Group

Cash flow from/(for) financing activities |  |  |
Increase/(Decrease) in financial payables | 14 | 96,406,188 | 142,392,933
Repayment of lease payables | 14 | (2,195,058) | (2,330,010)
Payment of interest expense |  | (7,387,758) | (391,926)
New bank loans | 13 | 120,000,000 | —
Bank loan repayment | 13 | (8,351,095) | (8,315,157)
Interest paid on bond loan | 14 | (4,875,000) | (4,875,000)
Dividends – cash-out |  | (10,000,000) | (10,002,790)
Total cash flow from/(for) financing activities |  | 183,597,277 | 116,478,050
Liquidity generated (+) |  | 122,742,368 | 153,208,243
Cash and cash equivalents at the start of the year | 11 | 268,891,516 | 115,752,945
IFRS 9 effects on cash and cash equivalents | 11 | (604,216) | (69,672)
Cash and cash equivalents at the end of the year | 11 | 391,029,668 | 268,891,516
Liquidity generated (+) |  | 122,742,368 | 153,208,243

Financial Report as at 31 December 2024 | page 321

| FNM Group

FNM S.p.A.
Registered office in Piazzale Cadorna 14 – 20123 Milan
Share capital EUR 230,000,000.00 fully paid-up
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
for the year ended 31.12. 2024
GENERAL INFORMATION
COMPANY OPERATIONS
As already stated in the management report, FNM S.p.A. (hereinafter “FNM” or the "Company" or the
"Parent") guides and coordinates the operating subsidiaries of the Group, the leasing of rolling stock,
and also manages its centralised services .
The main investee companies carry out their own activities, managing railway and motorway
infrastructure, in the passenger rail and road mobility, as well as in the renewable energy sector. These
activities take place under concessions and/or service contracts stipulated with the Regione Lombardia
and the Ministry of Transport and Infrastructure - MIMS. The FNM Group also carries out important
operations in the sectors of sustainable mobility and goods transport. The management report and
consolidated financial statements provide further details on the FNM Group's operating segments and
the activity carried out by each investee.
The centralised services carried out by FNM can be defined, overall, as:
a) rolling stock lease services, in particular to Trenord and to DB Cargo Italia;
b) administrative services: concerning the management through specific service contracts with
investees of the following centralised activities: the organisation and provision of accounting
services; personnel administration; general services; support for project development and
extraordinary initiatives; coordination of company secretarial departments; legal advice and
related activities; treasury; planning and control; ICT (Information & Communication Technology)
purchasing, tenders and contracts; management of human resources and organisation,
communication;
c) property management services.
The Company, domiciled in P.le Cadorna, 14 – MILAN, is listed on the Standard Class 1 market of the
Milan Stock Exchange.
FORM AND CONTENT OF THE SEPARATE FINANCIAL STATEMENTS
These financial statements, prepared in compliance with CONSOB provisions in resolution no.
11971/1999 as amended, including in particular provisions introduced by resolutions no. 14990 of 14
April 2005 and no. 15519 of 27 July 2006, contain the financial statements and notes relative to the
Company, produced on the basis of international accounting standards (IFRS) issued by the IASB
(International Accounting Standards Boards) and adopted by the European Union. IFRS mean all
“International Financial Reporting Standards”, all “International Accounting Standards” (IAS) and all
interpretations of the “International Financial Reporting Standards Interpretations Committee” (IFRS IC,
formerly IFRIC), previously called the “Standard Interpretations Committee” (SIC). In particular, IFRS were
adopted in a manner consistent with all periods presented in this document.
These separate Financial Statements are presented together with the Consolidated financial
statements at 31 December 2024 prepared in compliance with IFRS.
The Regione Lombardia, with registered office at Piazza Città di Lombardia 1, prepares the
Consolidated Financial Statements for the larger Group of which the Company is part, which are
available on the Regione Lombardia website.
With reference to IAS 1, paragraphs 25 and 26, the Directors confirm that in view of the outlook,
capitalisation and financial position of the Company, there were no material uncertainties over the
Company's ability to continue as a going concern and therefore the Company prepared the financial
statements at 31 December 2024 on a going concern basis.

Financial Report as at 31 December 2024 | page 322

| FNM Group

This document was prepared and authorised for publication by the Board of Directors of the Company
that met on 24 March 2025.
PRESENTATION OF THE FINANCIAL STATEMENTS
The following presentation of the financial statements was adopted:
a) in the Statement of Financial Position, assets and liabilities are entered as current or non-
current items; an asset/liability is classified as current when it meets one of the following
criteria:
– it is expected to be realised/settled or to be sold/used in the entity's normal operating cycle
or
– it is held primarily for the purpose of trading or
– it is expected to be realised/settled within 12 months after the reporting period.
If these three conditions are not met, the assets/liabilities are classified as non-current;
b) in the Income Statement, positive and negative income components are stated by nature;
c) in Other Comprehensive Income, all changes in Other comprehensive profit (loss), in the year,
generated by transactions other than those carried out with Shareholders and based on
specific IAS/IFRS are recognised. The Company opted to present these changes in a separate
statement from the Income Statement. Changes in "Other comprehensive income" are
recognised net of related tax effects, indicating the amount of deferred taxes relative to such
changes in a separate item, separately indicating components that will be recorded in
subsequent years in the income statement, and components for which no recognition in the
income statement is expected, pursuant to IAS 1R in effect since 1 January 2013;
d) the Statement of Changes in Equity, as required by international accounting standards,
provides separate evidence of income for the period and any other change not recorded in the
Income Statement, but directly recognised as Other comprehensive income based on specific
IAS/IFRS standards, as well as transactions with Shareholders, in their capacity as Shareholders;
e) the Statement of Cash Flows has been prepared using the indirect method.
With reference to CONSOB resolution no. 15519 of 27 July 2006, related-party transactions are
indicated separately in the statement of financial position and income statement, given their
significance. With reference to the above resolution, income and expenses arising from non-recurrent
transactions or events that are not repeated frequently during normal activities are indicated
separately in the income statement; non-recurrent transactions are identified based on internal
management criteria in the absence of reference standards, and this identification might differ from
that adopted by other Issuers or operators in the sector.
ACCOUNTING STANDARDS AND MEASUREMENT CRITERIA
In preparing these Separate Financial Statements, the same accounting standards and measurement
criteria used to prepare the Separate Financial Statements at 31 December 2023 were used,
supplemented as described in the section "IFRS accounting standards, amendments and
interpretations adopted from 1 January 2024”.
Areas requiring a greater degree of discretion and significant assumptions and estimates are reported
in the section "Items subject to significant assumptions and estimates".
All amounts in the separate financial statements are in Euro, unless otherwise indicated.
IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED FROM 1
JANUARY 2024

Financial Report as at 31 December 2024 | page 323

| FNM Group

The following IFRS accounting standards, amendments and interpretations were adopted for the first
time by the Company, starting from 1 January 2024:
• On 23 January 2020, the IASB published an amendment entitled “Amendments to IAS 1 Presentation
of Financial Statements: Classification of Liabilities as Current or Non-current” and on 31 October 2022,
it published an amendment entitled “Amendments to IAS 1 Presentation of Financial Statements: Non-
Current Liabilities with Covenants”. The purpose of these amendments is to clarify how to classify
payables and other short-term or long-term liabilities. In addition, the amendments also improve
the disclosures that an entity must make when its right to defer settlement of a liability for at least
twelve months is subject to compliance with certain parameters (i.e. covenants).
The adoption of these amendments did not have any effects on the separate financial statements
of the Company.
• On 22 September 2022, the IASB published an amendment entitled “Amendments to IFRS 16 Leases:
Lease Liability in a Sale and Leaseback”. The document requires the seller-lessee to value the lease
liability arising from a sale & leaseback transaction so as not to recognise income or a loss relating
to the right of use retained.
The adoption of this amendment did not have any effects on the separate financial statements of
the Company.
• On 25 May 2023, the IASB published an amendment entitled “Amendments to IAS 7 Statement of
Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements”. The
document requires an entity to provide additional information on the reverse factoring
arrangements that enable users of Financial Statements to assess how financial arrangements
with suppliers may affect the entity's liabilities and cash flows and to understand the effect of
those arrangements on the entity's exposure to liquidity risk. The adoption of this amendment did
not have any effects on the separate financial statements of the Company.
IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ENDORSED BY THE
EUROPEAN UNION, STILL NOT APPLICABLE AND NOT ADOPTED IN ADVANCE BY THE COMPANY AT
31 DECEMBER 2024
• On 15 August 2023, the IASB published an amendment entitled “Amendments to IAS 21 – The Effects
of Changes in Foreign Exchange Rates: Lack of Exchangeability”. The document requires an entity to
apply a consistent methodology for verifying whether one currency can be converted into another
and, when this is not possible, how to determine the exchange rate to be used and the disclosures
to be made in the Notes to the Financial Statements. The amendment will apply as from 01
January 2025, but early adoption is permitted. The Directors do not expect the adoption of this
amendment to have a significant effect on the separate financial statements of the Company.
IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET ENDORSED BY
THE EUROPEAN UNION AS AT 31 DECEMBER 2024
At the end of the reporting period, competent bodies of the European Union had not completed the
approval process necessary to adopt the amendments and standards described below.
• On 30 May 2024, the IASB published the document “Amendments to the Classification and
Measurement of Financial Instruments—Amendments to IFRS 9 and IFRS 7″. The document clarifies
some problematic aspects that emerged from the post-implementation review of IFRS 9, including
the accounting treatment of financial assets whose returns vary with the achievement of ESG
objectives (i.e. green bonds). Specifically, the changes aimed to:
◦ clarify the classification of financial assets with variable returns and linked to environmental,
social and governance (ESG) objectives and the criteria to be used for the assessment of the
SPPI test;

Financial Report as at 31 December 2024 | page 324

| FNM Group

◦ determine that the date of settlement of liabilities through electronic payment systems is the
date on which the liability is extinguished. However, an entity is permitted to adopt an
accounting policy to allow a financial liability to be derecognised before delivering cash on
the settlement date under certain specified conditions.
With these amendments, the IASB also introduced additional disclosure requirements with regard
to investments in equity instruments designated as FVOCI. The amendments will apply to Financial
Statements for financial years beginning on or after 01 January 2026. The Directors do not expect
the adoption of this amendment to have a significant effect on the separate financial statements of
the Company.
• On 18 July 2024, the IASB published a document entitled “Annual Improvements Volume 11”. The
document includes clarifications, simplifications, corrections and changes to improve the
consistency of several IFRS Accounting Standards. The modified standards are:
◦ IFRS 1 First-time Adoption of International Financial Reporting Standards;
◦ IFRS 7 Financial Instruments: Disclosures and related guidance on the implementation of IFRS
7;
◦ IFRS 9 Financial Instruments;
◦ IFRS 10 Consolidated Financial Statements; and
◦ IAS 7 Statement of Cash Flows.
The amendments will apply as from 1 January 2026, but early adoption is permitted. The Directors
do not expect the adoption of these amendments to have a significant effect on the separate
financial statements of the Company.
• On 18 December 2024 the IASB published an amendment entitled “Contracts Referencing Nature-
dependent Electricity – Amendment to IFRS 9 and IFRS 7”. The document aims to support entities in
reporting the financial effects of renewable electricity purchase agreements (often structured as
Power Purchase Agreements). On the basis of these contracts, the amount of electricity generated
and purchased can vary depending on uncontrollable factors such as weather conditions. The IASB
made targeted amendments to IFRS 9 and IFRS 7. The amendments include:
◦ a clarification regarding the application of the 'own use' requirements to this type of contract;
◦ the criteria for allowing such contracts to be accounted for as hedging instruments; and,
◦ new disclosure requirements to enable users of financial statements to understand the
effect of these contracts on an entity's financial performance and cash flows.
The amendment will apply as from 1 January 2026, but early adoption is permitted. The Directors
do not expect a significant effect on the separate financial statements of the Company.
• On 9 April 2024, the IASB published a new standard IFRS 18 Presentation and Disclosure in Financial
Statements, which will replace IAS 1 Presentation of Financial Statements. The new standard aims to
improve the presentation of the Financial Statements, with particular reference to the Income
Statement. In particular, the new standard requires entities to:
◦ classify revenues and expenses into three new categories (operating section, investment
section and financial section), in addition to the tax and discontinued operations categories
already present in the Income Statement;
◦ present two new sub-totals, operating result and earnings before interest and taxes (i.e.
EBIT).
The new standard also:
◦ requires more information on the performance indicators defined by management;
◦ introduces new criteria for the aggregation and disaggregation of information; and,
◦ introduces a number of changes to the format of the Statement of Cash Flows, including the
requirement to use the operating result as the starting point for the presentation of the
Statement of Cash Flows prepared using the indirect method and the elimination of certain
classification options for some items that currently exist (such as interest paid, interest
received, dividends paid and dividends received).

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The new standard will apply as from 01 January 2027, but early adoption is permitted. The
Directors are currently evaluating the possible effects of the introduction of this new standard on
the Group's Separate Financial Statements.
• On 9 May 2024, the IASB published a new standard IFRS 19 Subsidiaries without Public
Accountability: Disclosures. The new standard introduces some simplifications with regard to the
disclosure required by the IFRS Accounting Standard in the financial statements of a subsidiary that
meets the following requirements:
◦ it has not issued equity or debt instruments listed on a regulated market and is not in the
process of issuing them;
◦ it has its own parent company that prepares Consolidated Financial Statements in
accordance with IFRS.
The new standard will apply as from 01 January 2027, but early adoption is permitted. The
Directors do not expect the adoption of this amendment to have a significant effect on the
separate financial statements of the Company.
PROPERTY, PLANT AND MACHINERY
Property, plant and equipment mainly consists of:
a) land;
b) buildings;
c) plant and machinery;
d) rolling stock (hired rolling stock and locomotives).
Property, plant and equipment are recognised at purchase or production cost including directly related
costs. The cost is reduced by depreciation and impairment. Land is not depreciated. If financed by
government grants, property, plant and equipment are recognised including the grant, which is entered
in the item "Other liabilities" according to criteria indicated in the accounting standard "Government
grants".
Where fully financed by government grants, with reversible and revertible obligations, tangible assets
are shown net of the grant.
Depreciation is calculated on a straight-line basis using percentages that reflect the economic and
technical deterioration of the asset. Depreciation is calculated when the asset becomes available for
use according to Management's intentions.
Significant parts of tangible assets that have different useful lives are recognised separately and
depreciated based on their separate useful life.
The useful lives and residual values are revised annually at the end of the reporting period.
Useful lives are as follows:
– Buildings: 50 years;
– Plant and machinery: 5-16 years;
– Rolling stock: 15-25 years.
If an impairment loss is recorded, the property, plant or equipment is written down according to
criteria indicated below in the section “Impairment loss of intangible assets, property, plant and
equipment and investments”.
PROPERTY ASSETS
Property assets are represented by assets held for rent income or to appreciate their value.
In compliance with IAS 40, the Company opted to measure these assets at cost, net of depreciation and
impairment, using the same treatment adopted for plant, property and equipment and, given their
limited significance, these items are not recorded in a separate line of assets in relation to "Property,
plant and equipment".

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IFRS 16 LEASES
The accounting standard IFRS 16 introduced a new definition of leases based on control of the
underlying asset, i.e. the right to use an identified asset and to obtain substantially all of its economic
benefits through the management of the use of the asset itself, for a period of time in exchange for
consideration.
IFRS 16 provides a single accounting model for lease agreements, based on which the lessee must
recognise, as an asset, the right to use the leased asset (“Right of use”) as a contra entry to a liability
representing the financial obligation (“Financial liabilities for leased assets”) determined by discounting
the payments for the minimum guaranteed future lease payment, thus eliminating, for the lessee
(leases as lessee) the accounting distinction between operating and finance leases, as was instead
previously required by IAS 17.
Accounting model for the lessee
The Company recognises in the statement of financial position the assets for the right of use and the
financial liabilities for leased assets, with the exception of low value assets under lease, i.e. having a new
value of less than EUR 5,000. Therefore, the Company recognises the payments due for the leases as
cost with a straight line criterion throughout the duration of the lease.
On the effective date of the lease, the Company recognises the asset for the right of use and the
financial liability for leased assets.
The asset for the right of use is initially measured at cost, and subsequently at cost less amortisation
and impairment losses, cumulated, and adjusted to reflect the write-backs of the lease liability.
The Company measures the financial liability for leased assets at the present value of the payment due
for the leases not paid as at the effective date, discounting them using the implied interest rate of the
lease. Whenever it is not possible to determine this rate easily, the Company uses the marginal lending
rate. Generally, the Company uses the marginal lending rate as the discounting rate. The financial
liability for leased assets is subsequently increased by the interest that accrue on said liability and
decreased by the payments due for the leases carried out and it is revalued in case of change in the
future payments due for the lease deriving from a change in the index or rate, in case of change of the
amount the Company expects to have to pay by way of guarantee on the residual value or when the
Company changes its valuation with reference to whether or not a buy, extension or termination option
is exercised.
In determining the lease term any extension options were considered if under the Group's control and if
the Group has reasonable certainty that it will exercise them. Similarly, in cases where the extension
option is under the lessor's control, the non-cancellable lease period includes the period covered by the
lease termination option.
Accounting model for the lessor
The Company sub-leases to third parties the right of use of some leased assets for a duration prevalently
coinciding with that of the main agreement. The accounting principles applicable to the Company as
lessor do not deviate from those prescribed by IAS 17 previously in force. However, when the Company
acts as intermediate lessor, sub-leases are classified referring to the asset for a right of use deriving
from the main lease, rather than to the underlying asset.
INTANGIBLE ASSETS
Intangible assets refer to costs, including related charges, incurred to purchase resources without
physical substance on condition that their amount can be reliably quantified, and the asset is clearly
identifiable and controlled by the Company. Intangible assets are recognised at purchase or production
cost including related costs and are amortised based on their future use.
If an impairment loss is recorded, the intangible asset is written down according to criteria indicated
below in the section “Impairment loss of intangible assets, property, plant and equipment and
investments”.
Costs for the purchase of software licences, together with related costs, are capitalised and amortised
based on the expected useful lives represented by the licence duration. Amortisation starts when the
asset becomes available for use according to Management's intentions.

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Other intangible assets are amortised based on their remaining useful life. Useful lives are mainly
estimated in five years.
There are no intangible assets with an indefinite useful life.
EQUITY INVESTMENTS
Subsidiaries are entities over which FNM :simultaneously has the following three factors: (a) has power;
(b) is exposed to, or has the rights to, variable returns arising from its involvement with said entity; (c)
has the capacity to use power to influence the amount of such variable returns; while joint ventures are
investees in which the Company exercises joint control with another investor. Joint ventures operate in
different sectors from the operating segments of the Company and their activities are developed with a
specialist partner, with whom decisions about significant operations are shared, also backed up by
partner agreements or provisions of the articles of association in which joint control of the investees is
established.
Investments in associates are investments in which the Company has a significant influence.
All investments are recognised at purchase cost on initial recognition. Subsequently, if there is evidence
of an impairment loss, the recoverable value of the investment is estimated. If an impairment loss is
recorded, the investment is written down according to criteria indicated below in the section
“Impairment loss of intangible assets, property, plant and equipment and investments”.
FINANCIAL ASSETS
With the exception of trade receivables, discussed below, upon initial recognition the Company
measures the financial asset at its fair value plus or minus, in the case of an asset not measured at fair
value through profit or loss, transaction costs directly attributable to the acquisition.
After initial recognition, the Company values the financial asset at:
(a) amortised cost;
(b) fair value recognised in other comprehensive income; or
(c) fair value recognised in profit or loss.
The Company classifies financial assets as subsequently measured at amortised cost, at fair value
through other comprehensive income, or at fair value through profit or loss based on both of the
following:
(a) the entity's business model for managing financial assets; and
(b) the contractual cash flow characteristics of the financial asset.
A financial asset is measured at amortised cost if both of the following conditions are met:
(a) the financial asset is held as part of a business model whose objective is the holding of financial
assets for the purpose of collecting contractual cash flows; and
(b) the contractual terms of the financial asset provide for cash flows at specified dates consisting solely
of payments of principal and interest on the principal amount to be repaid.
A financial asset is measured at fair value through other comprehensive income if both of the following
conditions are met:
(a) the financial asset is owned as part of a business model whose objective is achieved by both the
collection of contractual cash flows and the sale of financial assets; and
(b) the contractual terms of the financial asset provide for cash flows at specified dates consisting solely
of payments of principal and interest on the principal amount to be repaid.
For the purposes of the above valuations:
(a) principal is the fair value of the financial asset at initial recognition;
(b) interest is the consideration for the time value of money, for the credit risk associated with the
amount of principal to be repaid during a given period of time and for other basic risks and costs
associated with the loan, and for the profit margin.
If a financial asset is not measured at amortised cost or fair value through other comprehensive
income, it is measured at fair value through profit or loss.
They are measured at amortised cost based on the original effective rate of return of the financial
asset.

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Financial assets are eliminated from the statement of financial position when the contractual right to
receive cash flows has been transferred and the entity no longer has control of said financial assets.
At the end of each reporting period, the Company assesses the possibility of recovering these
receivables, taking into account expected future cash flows, as described in more detail in the
paragraph below on write-downs of financial assets.
WRITE-DOWNS OF FINANCIAL ASSETS
The recoverability of financial assets measured at amortised cost is evaluated by estimating “expected
credit losses” (ECL), based on the value of expected cash flows. These flows, taking into account the
estimated likelihood that the counterparty will not meet its payment obligation, are determined in
relation to the expected recovery time, the estimated realisable value, any guarantees received and the
costs that are expected to be incurred to collect the receivables. For receivables relating to
counterparties that do not present a significant increase in credit risk, ECLs are determined on the basis
of expected losses in the 12 months following the reporting date; in other cases, expected losses are
estimated up to the end of the life of the financial instrument. With regard to trade and other
receivables, internal customer ratings, which are periodically checked, including through time series
analyses, are used to determine the probability of counterparty non-performance.
TRADE RECEIVABLES
The Company's business model and cash flow characteristics were taken into account in determining
the classification of financial assets.
In particular, trade receivables are classified in the category of receivables held for collection
("receivables held for collection"). Held-to-collect); this corresponds to the willingness to hold the
instruments until maturity.
Trade receivables measured at amortised cost are initially recorded at the fair value of the underlying
asset, net of any directly attributable transaction income; valuation at amortised cost is performed
using the effective interest rate method, net of the relative impairment losses with reference to
amounts considered uncollectable. The estimate of amounts deemed uncollectable is made on the
basis of the methodology reported in the section "Impairment of Financial Assets". The original value of
receivables is reinstated in subsequent years to the extent to which the reasons for the adjustment no
longer apply. In that case, the reversal of the impairment loss is recognised in profit and loss and may
not in any event exceed the amortised cost that the loan would have had in the absence of previous
adjustments.
Trade receivables with a maturity falling within normal commercial terms are not discounted.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and sight deposits and are measured at nominal value. For an
investment to qualify as cash or a cash equivalent it must be readily convertible to a known amount of
cash and have an insignificant risk of change in value.
In relation to the adoption of IFRS 9, based on the expected losses model, the Company considers the
expected losses along the life of the financial asset at each reference date of the financial statements.
ASSETS HELD FOR SALE
As provided for in IFRS 5 “Non-current assets held for sale and discontinued operations”, non-current
assets whose carrying amount is mainly recovered through a sale rather than continual use, if the
requirements of the standard are met, are classified as held for sale and recognised at the lower of the
carrying amount and fair value, net of the cost to sell. From the date when these assets are classified in
the category of non-current assets held for sale, relative amortisation/depreciation is suspended. The
liabilities connected with these assets are classified under "Liabilities relative to assets held for sale",
while the economic result concerning these assets is recognised under "Other income".
FINANCIAL LIABILITIES
Loans, trade payables and other financial liabilities are initially recorded at fair value, net of directly
attributable incidental costs, and are subsequently measured at amortised cost, applying the effective

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interest rate method. If there is a change in the estimate of the expected cash flows, the value of the
liabilities is recalculated to reflect this change based on the present value of the new expected cash
flows and the effective internal rate originally determined. Loans, trade payables and other financial
liabilities are classified as current liabilities, except for those that have a contractual maturity of more
than twelve months after the balance sheet date and those for which the Company has an
unconditional right to defer their payment for at least twelve months after the balance sheet date.
Loans, trade payables and other financial liabilities are removed from the balance sheet when they are
extinguished and when the Company has transferred all risks and charges relating to the instrument.
Amortised cost is calculated taking into account issue costs and any discount or premium at the time of
settlement.
EMPLOYEE BENEFITS
Employee benefits provided at the end of employment or afterwards mainly refer to post-employment
benefit.
Law no. 296 of 27 December 2006 ("2007 Budget Law") and subsequent decrees and regulations issued
in the first few months of 2007 introduced significant changes to legislation on post-employment
benefit, including the possibility for employees to choose the allocation of the post-employment benefit
they accrue.
This means, for IFRS purposes, a different accounting treatment which is explained below:
a) post-employment benefit accruing as from 1 January 2007: this is a defined contribution plan,
both in the case of the employee opting for a supplementary pension and in the case of the
employee opting to pay the post-employment benefit into the Treasury Fund held with Italy's
state social security institute (INPS). The accounting treatment is therefore the same as that
adopted for various social security/pension payments;
b) post-employment benefit accrued at 31 December 2006: this item remains a defined benefits
plan, with the consequent need for actuarial calculations to be carried out by independent
actuaries, who shall exclude the component related to future salary increases. The difference
resulting from the new calculation compared to the previous one was treated as a curtailment,
as defined in paragraph 109 of IAS 19 and consequently recognised in the income statement in
the first half of 2007. The liability is entered in the financial statements at the present value of
the Company's obligation based on actuarial assumptions made using the projected unit credit
method. Actuarial gains and losses arising from changes in assumptions and changes in final
and hypothesised data are recognised in the statement of comprehensive income in a specific
reserve of shareholders' equity called "Reserve for actuarial gains/(losses)".
PROVISIONS FOR RISKS AND CHARGES
Provisions for risks and charges include allocations arising from current (legal or implicit) obligations
resulting from a past event which, in order to be met, will probably require the use of resources, that
can be reliably estimated. If the expected use of resources goes beyond the following year, the
obligation is recognised at the present value determined by discounting expected future flows by a rate
that takes into account the cost of money and risk of the liability.
Instead no provision is made for risks for which the occurrence of a liability is only possible. In this case,
specific disclosure is provided in the section on commitments and risks and no allocation is made.
BUSINESS COMBINATIONS UNDER COMMON CONTROL
A business combination involving businesses or companies under common control is a combination in
which all businesses or companies are ultimately controlled by the same entity or entities both before
and after the business combination and the control is not of a temporary nature.
If a significant influence on future cash flows after the transfer of all parties involved, can be
demonstrated, these operations are treated as described in the section "business combinations". If,
instead, this significant influence cannot be demonstrated, these operations are recognised on a going
concern basis.
In particular, the criteria for recognition, applying the going concern principle, in line with IAS 8.10 and
with international practices and guidelines from the Italian accounting profession on business
combinations under common control, require the purchaser to recognise the assets acquired based on

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their historical carrying amounts determined according to the cost base. Where the transfer values are
greater than the historical values, the excess is reversed, decreasing the shareholders' equity of the
purchasing company, with a reserve debited.
Similarly, the accounting standard adopted to prepare the financial statements of the transferring
company requires any difference between the transaction price and pre-existing carrying amount of
the assets being transferred to not be recognised in the income statement, but instead to be
recognised in shareholders' equity.
BUSINESS COMBINATIONS
Business combinations are recognised according to the acquisition method. According to this method,
the consideration transferred in a business combination is measured at fair value, calculated as the
sum of the fair values of the transferred assets and liabilities undertaken by the Company at the
acquisition date and the equity instruments issued in exchange for control of the purchased entity.
At the acquisition date, identifiable acquired assets and liabilities undertaken are measured at the fair
value at the acquisition date; the following items are an exception, which instead are measured
according to their reference standard:
• deferred tax assets and liabilities;
• assets and liabilities for employee benefits;
• liabilities or equity instruments relative to share-based payments of the purchased entity or share-
based payments relative to the Group issued to replace contracts of the acquired entity;
• assets held for sale and discontinued assets and liabilities.
Goodwill is determined as the excess between the sum of amounts transferred in a business
combination, the value of equity attributable to non-controlling interest and the fair value of any
investment previously held in the acquired entity compared to the fair value of net assets acquired and
liabilities undertaken at the acquisition date. If the value of net assets acquired and liabilities
undertaken at the acquisition date exceeds the sum of amounts transferred, the value of shareholders'
equity attributable to non-controlling interest and the fair value of any investment previously held in the
acquired entity, this excess is immediately recognised in the income statement as income arising from
the completed transaction.
TURNOVER
Revenues for the provision of services are recognised at the time the service is provided.
Financial income is recognised in the Income Statement during the year when it is accrued, on an
accrual basis.
The main sources of revenue are as follows:
a) operating lease payments relative to rolling stock to Group companies;
b) fees for the administrative services rendered centrally to Group companies: the organisation
and provision of accounting and personnel administration services, general services, assistance
for project development and extraordinary initiatives of subsidiaries, the coordination of
corporate secretarial departments, legal activities and consultancy, treasury, planning and
control, ICT (Information & Communication Technology), human resources management and
organisation, tenders and contracts, purchasing and communication;
c) lease payments received for civil and commercial own property, from both Group companies
and third parties;
The Company recognises revenue in such a way that the transfer of goods and/or services to the
customer is expressed in an amount that reflects the consideration to which the Company believes it is
entitled as compensation for the transfer of the goods and/or services. Revenue recognition follows the
five step model, which provides for: i) identification of the contract, ii) identification of the performance
obligation, iii) identification of the consideration, iv) allocation of the consideration to the performance
obligation, v) revenue recognition. Revenues are valued taking into account the contractual terms and
business practices usually applied in relations with customers. The transaction price is the amount of
consideration (which may include fixed amounts, variable amounts, or both) to which one is entitled in
exchange for the transfer of control of the promised goods/services. Control is broadly defined as the
ability to decide on the use of the asset (good/service) and to derive substantially all remaining benefits

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from it. The total consideration for contracts for the provision of services is allocated among all services
on the basis of the selling prices of the relevant services as if they had been sold individually. Within
each contract, the benchmark for revenue recognition is the individual performance obligation. For each
separately identified performance obligation, the company recognises revenue when (or as) it performs
the obligation, transferring the promised good/service (i.e. asset) to the customer. The business is
transferred when (or as and when) the customer acquires control. For performance obligations that
have been fulfilled over time, revenue is recognised over time, assessing at the end of each financial
year the progress made towards full performance of the obligation.
Variable fees
If the contractual consideration includes a variable amount (e.g. as a result of rebates, discounts,
refunds, price concessions, incentives, performance bonuses, penalties, or because the consideration
itself depends on the occurrence or non-occurrence of an uncertain future event), the amount of the
consideration to which one is entitled must be estimated. The Company estimates variable
consideration on a consistent basis for similar cases, using the expected value or most probable
amount method; it then includes the estimated amount of variable consideration in the transaction
price only to the extent that such amount is highly probable.
Presence of a significant financial component
Revenues are adjusted in the presence of significant financial components, whether the company is
financed by its customer (advance receipts) or it finances it (deferred receipts). The presence of a
significant financial component is identified at the conclusion of the contract by comparing the
expected revenues with the payments to be received. It is not recognised if a period of time of less than
twelve months elapses between the time of transfer of the good/service and the time of payment.
Costs for obtaining and fulfilling the contract
The Company capitalises costs incurred in obtaining the contract that it would not have incurred had it
not been obtained (e.g. sales commissions), when it expects to recover them. Whereas in the case of
non-contractual agreements, it capitalises them only if they are explicitly chargeable to the customer.
The company capitalises costs incurred in the performance of the contract only when they are directly
related to the contract, allow for new and increased resources for future performance, and are
expected to be recovered.
GOVERNMENT GRANTS
Government grants are recorded in accordance with IAS 20 when there is a reasonable certainty that
they can be received and when there is a reasonable certainty that the Company has complied with the
conditions for receiving them.
Government grants are recognised in accordance with the "income approach" whereby a grant is
recognised in the income statement in one or more years in which the Company recognises as costs
the relative expenses that the grants are intended to offset.
Government grants that are collectible as compensation for costs or losses already incurred are
recognised in the income statement for the year in which they become receivable. Grants relative to
the purchase of property, plant and equipment, disbursed by the Regione Lombardia or third parties
(other public bodies) are presented according to the “indirect method”, with the deferred revenue
component recognised in "Other liabilities" and the applicable share determined on the basis of the
expected useful life of the assets they refer to credited to the income statement on a straight-line basis.
Government operating grants and the share for the year of capital grants are shown separately in the
income statement under “Grants” without any set-off between the grant and the cost to which it
relates.
IMPAIRMENT LOSS OF PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS, RIGHTS-OF-USE
AND INVESTMENTS
Non-current assets include - among others - property, rolling stock, intangible assets, rights-of-use and
investments. Management periodically revises the carrying amount of non-current assets held and
used and assets that must be disposed of, when required by facts and circumstances.

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In assessing whether there is an indication that an asset may be impaired, the Company considers
available internal and external information sources.
Impairment testing on non-current assets is carried out by comparing the carrying amount of the asset
and the greater of the fair value, less costs to sell, and the value in use of the asset. In the absence of
market values considered representative of the actual value of the investment, estimate methods and
valuation models are used based on data and assumptions which are sustainable and reasonable,
based on historical experience and future expectations of the market and foreseeable changes in the
specific legal framework. The value in use is determined based on estimates of cash flows expected
from the use or sale of the asset, approved by competent bodies and based on projections that do not
exceed five years and discount rates to calculate the present value, referred to market conditions.
When the carrying amount of a non-current asset is impaired, the Company records a write-down for
the excess between the carrying amount of the asset and its recoverable value through use or sale,
determined with reference to the Company's most recent plans.
For assets not subject to amortisation/depreciation and intangible assets not yet available for use,
impairment testing is carried out annually, regardless of whether or not specific indicators are present.
If the conditions for a previous write-down no longer apply, the carrying amount is restored to the new
estimated value, which will not exceed the net carrying amount the asset would have had, if it had not
been written down. Reversals are recorded in the Income Statement.
DIVIDENDS
Income for dividends is recognised when the right to collection arises, which normally coincides with
the resolution of the Shareholders' Meeting to distribute dividends.
Resolved dividends are recognised as a payable to Shareholders at the time of the resolution on
distribution.
FINANCIAL INCOME AND FINANCIAL EXPENSES
Financial income and expenses are recognised on an accrual basis.
CURRENT TAXES
Current taxes are recognised and determined based on a realistic estimate of taxable income in
compliance with applicable tax regulations and considering applicable exemptions and any tax
receivables due.
DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax assets and liabilities are determined based on temporary differences existing between the
carrying amount of assets and liabilities and their tax value and are classified as non-current assets and
liabilities.
Deferred tax assets are only recognised to the extent that the existence of adequate future taxable
income against which said deferred tax assets can be used is probable.
The value of deferred tax assets that may be presented in the financial statements is tested annually.
The value of deferred tax assets and liabilities is determined based on expected tax rates for the period
when the deferrals will be realised, applying the tax rates (and tax legislation) in force or substantially in
force at the reporting date.
Deferred tax assets and liabilities are offset if, and only if:
a) the Company has a legally enforceable right to set off current tax assets against current tax liabilities;
and
b) the deferred tax assets and liabilities relate to income taxes levied by the same tax jurisdiction.
Current and deferred taxes are recognised in the Income Statement, apart from taxes relative to items
directly recognised in Other comprehensive income, or other items of Shareholders' equity, in which
case the tax effect is directly recognised in Other comprehensive income or in Shareholders' equity.

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TAX CONSOLIDATION
The Company renewed the option for the National Tax Consolidation Scheme for the 2022 - 2024 three-
year period (article 117, paragraph 1 of the Consolidated Income Tax Act), which subsidiaries of FNM
S.p.A. are also party to, pursuant to article 2359 of the Italian Civil Code. This provision enables the
Company to manage all obligations to make periodic payments and offset any credit positions of other
Group companies against relative debt positions. Subsidiaries determine taxes, and revenue payments
are made exclusively by FNM S.p.A. On payment, companies transfer their IRES receivable/payable,
recording the payable/receivable to the Company, which in turn records the IRES receivable/payable
transferred by the subsidiaries and the payable/receivable towards them, proceeding with payment or
collection.
GROUP VAT
The Company has chosen the option in article 73, paragraph 3 of Italian Presidential Decree 633/72
relative to Group VAT. This provision enables FNM S.p.A. in a capacity as Parent pursuant to article 73,
paragraph 3, to manage all obligations to make periodic payments to the Revenue Agency and offset
any credit positions of other Group companies against relative debt positions. Subsidiaries periodically
liquidate VAT and payments are made exclusively by FNM S.p.A. On payment, companies transfer their
VAT receivables/payables to the Company, which then records them, and oversees relative payment or
collection.
TRANSLATION OF FOREIGN CURRENCY ITEMS
Functional currency
The Company prepares the financial statements in accordance with the money of account used in Italy.
The functional currency of the Company is the Euro, which is the presentation currency of the separate
financial statements.
Transactions and accounting records
Transactions in foreign currency are initially recognised at the exchange rate in effect at the transaction
date.
At the end of the reporting, period, monetary assets and liabilities in foreign currency are translated
based on the exchange rate in effect at that date.
Non-monetary items measured at historical cost in foreign currency are translated using the exchange
rate in effect at the transaction date.
Non-monetary items recognised at fair value are translated using the exchange rate in effect at the date
when the value was determined.
ITEMS SUBJECT TO SIGNIFICANT ASSUMPTIONS AND ESTIMATES
The preparation of the separate financial statements and notes requires Management to use estimates
and assumptions that have an effect on financial statement assets and liabilities and on the disclosure
of potential assets and liabilities at the reporting date. The estimates and assumptions used are based
on experience and other factors considered relevant. Final results could differ from these estimates.
Estimates and assumptions are revised periodically and the effects of all changes are reflected in the
income statement in the year when the estimate is revised if the revision only impacts that year, or also
in subsequent years, if the revision has effects on the current year as well as on future years.
There were no changes in estimates during the current year.
The main critical measurement processes and key assumptions used by Management in adopting
accounting standards, concerning the future and which may have significant effects on figures in the
separate financial statements or for which there is a risk that value adjustments to the carrying amount
of assets and liabilities in the year following the reporting period in question may be identified, are
summarised below.
Determination of useful lives

Financial Report as at 31 December 2024 | page 334

| FNM Group

Asset depreciation and amortisation is a significant cost for the Company. The cost of tangible and
intangible assets with a finite useful life is depreciated/amortised over the estimated useful life of the
relative assets. The determination of the depreciation/amortisation of such assets represents a
complex accounting estimate and is subjective in nature, as it is influenced by multiple factors
including:
• the identification of each component with a relevant cost in relation to the total cost of the item to
be depreciated/amortised separately ( Component approach) as well as the estimated useful life;
• the estimate of the residual value. According to the provisions of IAS 16 and 38, the depreciable
cost of tangible assets is determined by deducting their residual value. Residual value is
determined as the estimated value that the entity could receive on disposal, less the estimated
costs to sell, if it were already at the time at the end of the use of the asset. The Company
periodically reviews the residual value and assess its recoverability based on the best information
available at the date. This periodic update could lead to a change in the depreciation rate for
future years.
The economic useful life of the assets is determined by the Directors when the asset is acquired. It is
based on historical experience for similar assets, market conditions and expectations regarding future
events that may impact their useful life. Therefore, the actual economic life may differ from the
estimated useful life. Any periodic updating of the useful life could lead to a change in the depreciation/
amortisation period and thus also in the depreciation/amortisation rate for future years.
Recoverable value of property, plant and equipment, intangible assets and investments
Non-current assets include land, property, plant and machinery and other assets and intangible assets,
as well as investments.
As stated in the accounting standard "Impairment of intangible assets, property, plant and equipment
and investments", Management periodically revises the carrying amount of non-current assets held
and used and of assets to be disposed of, as required by facts and circumstances.
In assessing whether there is an indication that an asset may be impaired, the Company considers
available internal and external information sources.
With regard to the process of identifying impairment for the purposes of the Group's consolidated
financial statements at 31 December 2024 , the documents issued by ESMA and summarised below
were also taken into consideration:
1. by ESMA in its Public Statement of 24 October 2024 entitled 'European common enforcement
priorities for 2024 annual financial reports';
2. by ESMA in its Public Statement of 25 October 2023 entitled 'European common enforcement
priorities for 2023 annual financial reports';
3. by ESMA, in its Public Statement of 28 October 2022 entitled 'European common enforcement
priorities for 2022 annual financial reports';
4. by ESMA, in its Public Statement of 13 May 2022 entitled 'Implications of Russia's Invasion of
Ukraine on half-yearly financial reports';
5. by Consob, in Warning Notice no. 3/22 of 19 May 2022 relating to the "Conflict in Ukraine -
Warning notice for supervised issuers on financial reporting and obligations linked to
compliance with the restrictions imposed on Russia by the European Union";
6. by Consob, in Warning Notice No. 1/21 of 16 February 2021, concerning 'Covid-19- measures to
support the economy - Warning Notice on disclosure to be provided by supervised issuers (...)
in relation to the 2020 financial statements prepared in accordance with international
accounting standards (...)';
7. by ESMA, in its Public Statement of 28 October 2020 entitled“European common enforcement
priorities for 2020 annual financial reports”;
8. by OIV, in Discussion paper no. 1/2022 entitled: 'Impairment Test of Non-Financial Assets (IAS 36)
following the War in Ukraine' of 29 June 2022 and in the Discussion Paper entitled: 'Guidelines
for impairment testing after the effects of the Covid-19 pandemic' of 10 July 2020.
The assumptions underlying budgets and business plans were then analysed to check for any trigger
events. In this regard, no structural external factors were identified relating to changes in market
conditions or competitive profiles in the markets in which the investee companies operate such so as to
give rise to indicators of impairment.

Financial Report as at 31 December 2024 | page 335

| FNM Group

The analysis of business plans and the analysis of deviations (in terms of revenue, EBITDA, EBIT and net
profit) between the actual results for 2024and Budget 2024, conducted at business segment and
investee company level, revealed the need to proceed with an impairment test on some of these, as
better detailed in Note 4 “Equity Investments”.
The impairment test was carried out using estimates of expected cash flows and adequate discount
rates to calculate the present value and is therefore based on a set of assumptions relative to future
events and the actions of administrative bodies of the Company that might not necessarily occur
according to expected times and procedures.
Debt collection
The estimated recoverability of receivables is reflected in the determination of the provision for bad
debts.
The estimate of the provision for bad debts is based on losses expected by the Company, determined
based on past experience with similar receivables, current and historical past due receivables, and
losses and collections, the careful monitoring of credit quality and forecasts of economic and market
conditions, assisted by legal advisors representing the Company during pre-litigation and litigation
stages.
Deferred tax assets and liabilities
The Company recognises current taxes and deferred tax assets and liabilities based on applicable laws.
The recognition of taxes requires the use of estimates and assumptions concerning procedures to
interpret applicable regulations, regarding operations carried out during the year, and their effect on
company taxes. Moreover, the recognition of deferred tax assets and liabilities requires the use of
estimates concerning prospective taxable income and relative developments, as well as tax rates that
are actually applicable. This takes place through the analysis of transactions and their tax profiles,
assisted by external consultants as necessary for various issues addressed and the use of simulations
of prospective income and relative sensitivity analysis.
Defined benefit plans
Post-employment benefit may be classified as a defined benefit plan for the portion accrued up to 31
December 2006. Management uses various statistical assumptions and valuation factors with the aim
of anticipating future events to calculate expenses, liabilities and assets relative to such plans. The
assumptions concern the discount rate and rates of future salary increases. Moreover, actuaries acting
as consultants for the Company use subjective factors, such as mortality and resignation rates.
Potential liabilities and provisions for risks
The Company may be involved in various proceedings (legal, tax, labour litigation), arising from
complex and difficult issues, with varying degrees of uncertainty, including factors and circumstances
inherent to each case, jurisdiction and different applicable laws.
Given the uncertainties of these issues, it is difficult to predict outflows that could arise from these
disputes, with certainty.
Consequently, Management, after consulting with its legal and tax advisors, recognises a liability for
these disputes when a financial outflow is likely and when the amount of resulting losses can be
reasonably estimated. If a financial outflow becomes possible but the amount cannot be determined,
the situation is reported in the notes to the financial statements.

Financial Report as at 31 December 2024 | page 336

| FNM Group

STATEMENT OF FINANCIAL POSITION
NOTES 1
PROPERTY, PLANT AND MACHINERY
As at 1 January 2023, property, plant and machinery, net of relative accumulated depreciation,
comprised the following:

Description | 01/01/2023
Cost | Accumulated depreciation | Book value
Land and buildings | 23,711,480 | (9,479,987) | 14,231,493
Plant and machinery | 855,511 | (624,736) | 230,775
Industrial and commercial equipment | 74,800 | (69,907) | 4,893
Other assets: |  |  | —
Rolling stock | 647,428,326 | (295,250,576) | 352,177,750
Furniture and furnishings, office machines, improvements to third party assets | 2,229,264 | (2,055,459) | 173,805
Total other assets | 649,657,590 | (297,306,035) | 352,351,555
Assets in the course of construction and advances | 33,816,421 | — | 33,816,421
Total | 708,115,802 | (307,480,665) | 400,635,137

Changes for 2023 are shown below:

Description | Land and buildings | Plant and Machinery | Industrial and commercial equipment | Other assets | Assets in the course of construction and advances | Total
Rolling stock | Furniture and furnishings, office machines, improv. to third party assets
Net Value at 01.01.2023 | 14,231,493 | 230,775 | 4,893 | 352,177,750 | 173,805 | 33,816,421 | 400,635,137
Investments funded with own funds | — | — | — | 13,311,812 | 8,467 | 2,206,198 | 15,526,477
Transfers gross value | — | — | — | 5,911,571 | — | (5,608,944) | 302,627
Divestments: Gross Disposals | (34,433) | — | — | — | (5,148) | — | (39,581)
Divestments: Use of Accumulated Depreciation |  |  |  | — | 5,148 |  | 5,148
Amortisation Rates | (397,819) | (44,189) | (943) | (26,689,185) | (89,910) | — | (27,222,046)
Write-downs of property, plant and equipment |  |  |  | (826,016) |  |  | (826,016)
Net Value at 31.12.2023 | 13,799,241 | 186,586 | 3,950 | 343,885,932 | 92,362 | 30,413,675 | 388,381,746

Financial Report as at 31 December 2024 | page 337

| FNM Group

Therefore, as at 31 December 2023, property, plant and machinery, net of relative accumulated
depreciation, comprised the following:

Description | 31/12/2023
Cost | Accumulated depreciation | Book value
Land and buildings | 23,677,047 | (9,877,806) | 13,799,241
Plant and machinery | 855,511 | (668,925) | 186,586
Industrial and commercial equipment | 74,800 | (70,850) | 3,950
Other assets: |  |  |
Rolling stock | 664,312,679 | (320,426,747) | 343,885,932
Furniture and furnishings, office machines, improvements to third party assets | 2,232,583 | (2,140,221) | 92,362
Total other assets | 666,545,262 | (322,566,968) | 343,978,294
Assets in the course of construction and advances | 30,413,675 |  | 30,413,675
Total | 721,566,295 | (333,184,549) | 388,381,746

Changes for 2024 are shown below:

Descrizione | Land and buildings | Plant and Machinery | Industrial and commercial equipment | Other assets | Fixed assets under construction and advances financed from own funds | Fixed assets under construction and financed advances | Total
Rolling stock | Furniture and furnishings , office machines, improv. to third party assets
Net value as at 01.01.2024 | 13,799,241 | 186,586 | 3,950 | 343,885,932 | 92,362 | 30,413,675 | — | 388,381,746
|  |  |  |  |  |  |  | €—
Investments funded with own funds | 25,507 | — | — | 13,356,271 | 3,663 | 10,478,883 |  | 23,864,324
Funded investments | — | — | — | — | — | — | 10,148,000 | 10,148,000
Transfers gross value | — | — | — | 2,572,933 | — | (23,812,933) | 21,240,000 | —
Divestments: Gross Disposals | (2,274) | — | — | (4,231,493) | — | — | — | (4,233,767)
Divestments: Use of Accumulated Depreciation | 1,319 | — | — | — | — | — | — | 1,319
Amortisation Rates | (397,819) | (37,814) | (944) | (26,936,985) | (24,066) | — | — | (27,397,628)
Write-down of property, plant and equipment | — | — | — | (435,560) | — | — | — | (435,560)
Grants for investments | — | — | — | — | — | — | (31,388,000) | (31,388,000)
Net value as at 31.12.2024 | 13,425,974 | 148,772 | 3,006 | 328,211,098 | 71,959 | 17,079,625 | — | 358,940,434

Therefore, as at 31 December 2024, property, plant and machinery, net of relative accumulated
depreciation, comprised the following:

Financial Report as at 31 December 2024 | page 338

| FNM Group

Description | 31/12/2024
Cost | Accumulated depreciation | Book value
Land and buildings | 23,700,280 | (10,274,306) | 13,425,974
Plant and machinery | 855,511 | (706,739) | 148,772
Industrial and commercial equipment | 74,800 | (71,794) | 3,006
Other assets: |  |  |
Rolling stock | 676,010,390 | (347,799,292) | 328,211,098
Furniture and furnishings, office machines, improvements to third party assets | 2,236,246 | (2,164,287) | 71,959
Total other assets | 678,246,636 | (349,963,579) | 328,283,057
Assets in the course of construction and advances | 17,079,625 | — | 17,079,625
Fixed assets under construction and financed asset advances | 31,388,000 | (31,388,000) | —
Total | 751,344,852 | (392,404,418) | 358,940,434

Land and buildings
The item "Land and buildings" mainly refers to net values outstanding at 31 December 2024 relative to
the building in Piazzale Cadorna (MI) for EUR 7,398 thousand, land in the municipality of Saronno for
EUR 3,329 thousand and in the municipality of Garbagnate Milanese for EUR 1,076 thousand, garages
in the municipality of Milan for EUR 654 thousand and property in the municipality of Iseo for EUR 574
thousand.
Disposals for the year are attributable to the sale of a garage located in the municipality of Milan.
Other assets
The investment for the year, equal to EUR 13,356 thousand, concerns:
• Revamping and refurbishment activities on 7 TAF trains leased to Trenord, for EUR 5,976 thousand;
following the completion of modernisation activities, investments incurred in the previous year,
amounting to EUR 2,376 thousand, were transferred from "Fixed assets under construction and
advances” to the category in question;
• cyclical maintenance on 12 CORADIA trains for EUR 2,882 thousand;
• for EUR 2,575 thousand, cyclical maintenance on 2 TAF rolling stock;
• for EUR 776 thousand, cyclical maintenance on 1 TSR 5-body train;
• for EUR 645 thousand, the cyclical maintenance of three TR E483 locomotives leased to DB Cargo
Italia;
• the modernisation of 2 DE520 locomotives leased to DB Cargo Italia and to Trenord, for EUR 502
thousand; following the completion of modernisation activities, investments incurred in the
previous year, amounting to EUR 197 thousand, were transferred from "Fixed assets under
construction and advances” to the category in question;
Disposals for the year, equal to a net value of EUR 4,231 thousand, are entirely attributable to the
application of penalties to the supplier of the TILO rolling stock as a result of delays in delivery.
The write-down for the year, amounting to EUR 436 thousand, relates to the adjustment to the
estimated realisable value of the ES64 F4 locomotive.

Financial Report as at 31 December 2024 | page 339

| FNM Group

The "rolling stock" category consists of the following:

Type | Net Value
Trains |
25 TAF | 30,741,245
2 TSR | 4,993,790
7 6-body TSR | 57,482,156
10 4-body TSR | 72,088,005
8 CSA | 20,361,521
10 6-body CORADIA | 50,435,004
9 FLIRT TILO | 73,022,792
| 309,124,513
Locomotives |
8 Loc. E 483 | 10,025,434
14 Loc. DE520 | 2,285,819
1 Loc. ES64 F4 | 442,395
4 Loc. EFFISHUNTER EFF1000 | 6,332,935
| 19,086,583
TOTAL | 328,211,096

Investments in furniture, furnishings and office equipment refer to office furnishings for the offices of
the Company, situated in Milan – Piazzale Cadorna.
Assets in the course of construction and advances
Investments in fixed assets under construction and advances, amounting to EUR 10,479 thousand, are
attributable to advances paid for the supply of 13 Caravaggio trains (EUR 6,434 thousand), for design
activities for the company's headquarters in the Bovisa area of Milan (EUR 1,370 thousand), for the
revamping of TAF rolling stock (EUR 2,566 thousand), for TSR rolling stock cyclical activities (EUR 34
thousand), and advances paid for the modernisation of the offices located in Piazzale Cadorna (MI)
(EUR 75 thousand).
Transfers refer to advances paid for the purchase of eight hydrogen-powered electric trains (EUR
21,240 thousand), in addition to the items commented in the previous items.
As far as hydrogen-powered rolling stock is concerned, the total investment is EUR 184.8 million and in
2024, following a ministerial decree, is included in the investments with public funds available to the
Regione Lombardia, including the PNRR. Advances paid in previous years were therefore transferred to
the item 'Fixed assets under construction and financed advances'. Contributions for this type of assets,
which are subject to a reversionary constraint, are entered as a reduction of the investment itself.
Overall, assets under construction and advances as of 31 December 2024 refer to the revamping of TAF
rolling stock (EUR 7,206 thousand); advances paid for the supply of 13 Caravaggio trains (EUR 6,434
thousand); design activities for the company's headquarters in the Bovisa area of Milan (EUR 3,004
thousand); to the development activities of the hydrogen production system (EUR 303 thousand); to the
modernisation of the offices located in Piazzale Cadorna (MI) (EUR 99 thousand); as well as to advances
paid for TSR rolling stock cyclical activities (EUR 34 thousand).
If property, plant and equipment had been recognised net of relative capital grants (Note 16), the effect
on the financial statements at 31 December 2024 would have been the following:

2024 | Book value | Grant | Net value less the grant
Land and buildings | 13,425,974 | (4,622,289) | 8,803,685
Plant and machinery | 148,772 | — | 148,772
Industrial and commercial equipment | 3,006 | — | 3,006
Other assets | 328,283,057 | (207,000) | 328,076,057
Assets in the course of construction and advances | 17,079,625 | — | 17,079,625
Total property, plant and machinery | 358,940,434 | (4,829,289) | 354,111,145

Financial Report as at 31 December 2024 | page 340

| FNM Group

The Company did not identify any factors indicating the need for impairment testing, to verify the
recoverability of the carrying amount of property, plant and equipment, given that these are assets
primarily intended for use in the provision of local public transport services under current lease
contracts.
There are no restrictions on the title and ownership of property, plant and equipment pledged as
security for liabilities.
It should be noted that the item “Property, plant and machinery” includes investment property in the
amount of EUR 1,859 thousand, which, in accordance with IAS 40, due to its limited significance with
respect to the total item, is not shown on a separate line under assets.
NOTES 2
INTANGIBLE ASSETS
As at 1 January 2023, intangible assets comprised the following:

Description | 01/01/2023
Historical cost | Accumulated Amortisation | Net value
Assets in the course of construction and advances | 2,320,926 | — | 2,320,926
Other | 8,150,130 | (5,000,180) | 3,149,950
Total intangible assets | 10,471,056 | (5,000,180) | 5,470,876

Changes for 2023 are shown below:

Description | Assets in the course of construction and advances | Other | Total
Net Value at 01.01.2023 | 2,320,926 | 3,149,950 | 5,470,876
Investments funded with own funds | 1,408,412 | 1,056,190 | 2,464,602
Transfers gross value | (1,937,492) | 1,634,865 | (302,627)
Eliminations - Historical Cost |  | (124,322) | (124,322)
Eliminations - accumulated depreciation |  | 41,441 | 41,441
Amortisation Rates | — | (1,644,769) | (1,644,769)
Net Value at 31.12.2023 | 1,791,846 | 4,113,355 | 5,905,201

Therefore at 31 December 2023, intangible assets comprised the following:

Description | 31/12/2023
Historical cost | Accumulated Amortisation | Net value
Assets in the course of construction and advances | 1,791,846 | — | 1,791,846
Other | 10,716,863 | (6,603,508) | 4,113,355
Total intangible assets | 12,508,709 | (6,603,508) | 5,905,201

Financial Report as at 31 December 2024 | page 341

| FNM Group

Changes for 2024 are shown below:

Description | Assets in the course of construction and advances | Other | Total
Net Value at 01.01.2024 | 1,791,846 | 4,113,355 | 5,905,201
Investments funded with own funds | 169,014 | 983,418 | 1,152,432
Transfers gross value | (1,748,119) | 1,748,119 | —
Amortisation Rates | — | (1,698,956) | (1,698,956)
Net Value at 31.12.2024 | 212,741 | 5,145,936 | 5,358,677

Therefore at 31 December 2024, intangible fixed assets comprised the following:

Description | 31/12/2024
Historical cost | Accumulated Amortisation | Net value
Assets in the course of construction and advances | 212,741 | — | 212,741
Other | 13,448,400 | (8,302,464) | 5,145,936
Total intangible assets | 13,661,141 | (8,302,464) | 5,358,677

Assets in the course of construction and advances
The increases in the item "Fixed assets under construction and advances", amounting to EUR 169
thousand, refer to the upgrade of SAP HR modules, for EUR 107 thousand, the implementation of
additional SAP modules that FNM uses within the administrative service, for EUR 38 thousand, the
changes required for the MM module, managed by FNM and used by Ferrovienord, for EUR 16
thousand, and the creation of the company for the Fourth Body, for EUR 8 thousand.
It should be noted that during the year, the project activities having been completed, with the provision
of the modules implemented, costs incurred in previous years in relation to the following were
transferred from the category in question to the item “Other”: the upgrade of SAP PM modules,
managed by FNM and used by FERROVIENORD, for EUR 773 thousand, the upgrade of the SAP HR
platform to SAP 4/HANA, for EUR 530 thousand, the implementation of additional SAP modules used by
FNM as part of the administrative service, for EUR 191 thousand, the upgrade of SAP management
software, managed by FNM and used by Trenord, for EUR 147 thousand, the development of the
application used by the FNM Pension Fund, for EUR 60 thousand, the upgrade of SAP modules managed
by FNM and used by MISE, for EUR 34 thousand.
Overall, fixed assets under construction and advances as of 31 December 2024 refer to the
development of SAP HR modules, for EUR 112 thousand, the implementation of additional SAP
modules that FNM uses within the administrative service, for EUR 74 thousand, and changes required
for the MM module, managed by FNM and used by Ferrovienord, for EUR 27 thousand.
Other
The increases for the year (EUR 983 thousand) are mainly attributable to additional modules of the SAP
management software, managed by FNM and used by Trenord S.r.l, for EUR 445 thousand, to the
upgrade of SAP management software, managed by FNM and used by FERROVIENORD, for EUR 164
thousand, to additional modules of SAP used by FNM in the administrative service, for EUR 142
thousand, to the cloud transformation project, for EUR 121 thousand, to the upgrade of SAP modules
managed by FNM and used by MISE, for EUR 58 thousand, to the upgrade of the SAP HR platform to
SAP 4/HANA, for EUR 53 thousand, and to the extension of the SAP application system to Group
companies, for EUR 41 thousand.
Transfers concern items referred to in "Assets in the course of construction and advances".
Other assets are assigned a useful life of 3 years.
There are no intangible assets with restricted title or which are pledged as security for liabilities.
There are no internally constructed intangible assets.

Financial Report as at 31 December 2024 | page 342

| FNM Group

Management did not identify any factors indicating the need for impairment testing, to verify the
recoverability of the carrying amount of intangible assets.
NOTES 3
RIGHT OF USE
As at 1 January 2023, the item “Right of use”, recognised upon adoption of IFRS 16, was broken down as
follows:

Description | 01/01/2023
Historical cost | Accumulated Amortisation | Net value
Right of use – software | 249,902 | (115,747) | 134,155
Right of use – buildings | 3,183,218 | (2,156,566) | 1,026,652
Right of use - rolling stock | 8,074,446 | (4,048,018) | 4,026,428
Right of use – other assets | 436,574 | (207,476) | 229,098
Total | 11,944,140 | (6,527,807) | 5,416,333

Changes for the year 2023 are shown below:

Description | Right of use – software | Right of use – buildings | Right of use Rolling stock | Right of use other assets | Total
Net Value at 01.01.2023 | 134,155 | 1,026,652 | 4,026,428 | 229,098 | 5,416,333
Acquisitions | 40,947 | 240,121 | 1,227,181 | 204,742 | 1,712,991
Divestments Historical Cost | (217,473) | (2,293,417) | — | (141,170) | (2,652,060)
Divestments Accumulated depreciation | 217,473 | 2,090,155 | — | 132,304 | 2,439,932
Amortisation Rates | (91,686) | (415,817) | (1,751,203) | (107,413) | (2,366,119)
Net Value at 31.12.2023 | 83,416 | 647,694 | 3,502,406 | 317,561 | 4,551,077

Therefore, at 31 December 2023, the item “Right of use” comprised the following:

Description | 31/12/2023
Historical cost | Accumulated Amortisation | Net value
Right of use – software | 73,376 | 10,040 | 83,416
Right of use – buildings | 1,129,922 | (482,228) | 647,694
Right of use - rolling stock | 9,301,627 | (5,799,221) | 3,502,406
Right of use – other assets | 500,146 | (182,585) | 317,561
Total | 11,005,071 | (6,453,994) | 4,551,077

Changes for the year 2024 are shown below:

Financial Report as at 31 December 2024 | page 343

| FNM Group

Description | Right of use – software | Right of use – buildings | Right of use - rolling stock | Right of use other assets | Total
Net Value at 01.01.2024 | 83,416 | 647,694 | 3,502,406 | 317,561 | 4,551,077
Acquisitions | — | 1,741,950 | 107,988 | 320,604 | 2,170,542
Divestments Historical Cost | (179,911) | — | (9,409,615) | (109,722) | (9,699,248)
Divestments Accumulated depreciation | 179,911 | — | 7,205,313 | 109,722 | 7,494,946
Amortisation Rates | (59,791) | (435,259) | (1,406,092) | (180,361) | (2,081,503)
Net Value at 31.12.2024 | 23,625 | 1,954,385 | — | 457,804 | 2,435,814

Therefore, at 31 December 2024, the item “Right of use” comprised the following:

Description | 31/12/2024
Historical cost | Accumulated Amortisation | Net value
Right of use – software | (106,535) | 130,160 | 23,625
Right of use – buildings | 2,871,872 | (917,487) | 1,954,385
Right of use – other assets | 711,028 | (253,224) | 457,804
Total | 3,476,365 | (1,040,551) | 2,435,814

The increase in the item "Right of use - buildings" is related to the renewal of the contract with
FERROVIENORD for the offices located in Milan Cadorna (MI).
The increase for the year in the item "Right of Use - Other Assets" is attributable to the signing of new
contracts, following the contractual expiry of existing ones, for cars used as fringe benefit cars.
The item "Right to use rolling stock" includes the lease of 4 Bombardier E494 TRAXX DC locomotives
leased to DB Cargo.
The divestment for the year is mainly attributable to the change in the contractual maturity of the 4
above-mentioned locomotives, which were brought forward from their scheduled maturity of 31
December 2025, for 3 locomotives to 30 September 2024 and for 1 to 31 December 2024.
Management did not identify any factors indicating the need for impairment testing, to verify the
recoverability of the carrying amount of property, plant and equipment.
NOTES 4
EQUITY INVESTMENTS
At 31 December 2024, equity investments amounted to EUR 795,541 thousand, marking a net increase
of EUR 103,205 thousand as a result of the changes that took place during the year and commented on
below.
Investments are shown in the next table:

Financial Report as at 31 December 2024 | page 344

| FNM Group

Description | 31.12.2023 | Changes 2024 | 31.12.2024
Cost | (Impairment) | Book value | Increases | Reclassificatio n | Reversal of impairment losses | Cost | (Impairment) | Book value
Equity investments in subsidiaries | 666,442,241 | (29,110,125) | 637,332,116 | 109,932,976 | 743,407 | (8,335,000) | 777,118,624 | (37,445,125) | 739,673,499
Equity investments in joint ventures | 49,607,674 | — | 49,607,674 | — | (743,407) | — | 48,864,267 | — | 48,864,267
Equity investments in associates | 5,996,706 | — | 5,996,706 | — | — | (543,000) | 5,996,706 | (543,000) | 5,453,706
Equity investments in other companies measured at fair value through profit or loss | 309,255 | — | 309,255 | 1,240,145 | — | — | 1,549,400 | — | 1,549,400
Total equity investments | 722,355,876 | (29,110,125) | 693,245,751 | 111,173,121 | — | (8,878,000) | 833,528,997 | (37,988,125) | 795,540,872

EQUITY INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries are shown in the following table:

Description | 31.12.2023 | Changes 2024 | 31.12.2024
Cost | (Impairment) | Book value | Increases | Reclassificatio n | (Impairment) / Reversal of impairment losses | Cost | (Impairment) | Book value
Azienda Trasporti Verona S.r.l. | 21,001,000 | (769,000) | 20,232,000 | — | — | — | 21,001,000 | (769,000) | 20,232,000
E-Vai S.r.l. | 5,286,559 | (2,036,559) | 3,250,000 | 2,000,000 | — | (5,250,000) | 7,286,559 | (7,286,559) | —
FERROVIENORD S.p.A. | 4,571,732 | (234,548) | 4,337,184 | — | — | — | 4,571,732 | (234,548) | 4,337,184
FNM Autoservizi S.p.A. | 16,274,641 | (4,624,641) | 11,650,000 | — | — | — | 16,274,641 | (4,624,641) | 11,650,000
FNM Power S.r.l. | 1,500,000 | — | 1,500,000 | — | — | — | 1,500,000 | — | 1,500,000
FNMPAY S.p.A. | 4,850,000 | (2,400,000) | 2,450,000 | 2,000,000 | — | (1,322,000) | 6,850,000 | (3,722,000) | 3,128,000
Malpensa Distripark S.r.l. | 1,500,000 | — | 1,500,000 | 800,000 | — | (1,361,000) | 2,300,000 | (1,361,000) | 939,000
Malpensa Intermodale S.r.l. | 1,965,377 | (45,377) | 1,920,000 | 1,100,000 | — | (402,000) | 3,065,377 | (447,377) | 2,618,000
Milano Serravalle - Milano Tangenziali S.p.A. | 609,492,932 | (19,000,000) | 590,492,932 | — | — | — | 609,492,932 | (19,000,000) | 590,492,932
NordCom S.p.A. | — | — | — | 8,332,632 | 743,407 | — | 9,076,039 | — | 9,076,039
Viridis Energia SPA | — | — | — | 95,700,344 | — | — | 95,700,344 | — | 95,700,344
Total equity investments in subsidiaries | 666,442,241 | (29,110,125) | 637,332,116 | 109,932,976 | 743,407 | (8,335,000) | 777,118,624 | (37,445,125) | 739,673,499

E-Vai S.r.l.
On 18 December 2024the Board of Directors of FNM, in consideration of the accumulated losses of the
investee, resolved to make a payment to cover losses in the amount of EUR2,000 thousand, made on
23 December 2024. In consideration of the impairment losses recognised in 2024 and those expected
in future years, based on the information available to date, it was deemed necessary to fully write down
the investment.
FNMPAY S.p.A.
On 20 June 2024, in execution of the resolution of the Board of Directors, FNM made the last payment
to the loss coverage account, amounting to EUR 2,000 thousand, provided to financially support the
subsidiary. In relation to the results reported by the investee company, the Directors deemed it
appropriate to perform the impairment test as described below.
Malpensa Distripark S.r.l.
On 23 December 2024, following a resolution passed by the Board of Directors on 18 December 2024,
FNM made a capital contribution of EUR 800 thousand to cover the accumulated losses of the 2023
financial year and those forecast in the 2024 budget. In relation to the results reported by the investee
company, the Directors deemed it appropriate to perform the impairment test as described below.
Malpensa Intermodale S.r.l.

Financial Report as at 31 December 2024 | page 345

| FNM Group

On 23 December 2024, following a resolution passed by the Board of Directors on 18 December 2024,
FNM made a capital contribution of EUR 1,100 thousand to cover the accumulated losses of the 2023
financial year and those forecast in the 2024 budget. Moreover, as a result of the higher accumulated
losses of the investee, on 27 February 2025, the FNM Board of Directors resolved on an additional
payment to cover losses of EUR 800 thousand, needed to cover the higher losses of the 2024 financial
year and those expected in the 2025 budget. In relation to the results reported by the investee
company, the Directors deemed it appropriate to perform the impairment test as described below.
Milano Serravalle – Milano Tangenziali S.p.A.
Milano Serravalle - Milano Tangenziali S.p.A. (Hereinafter “MISE”) is the concessionaire for the design,
construction and management of the A7 Serravalle-Milan Motorway and the North, East and West
Milan Ring Roads pursuant to the concession agreement signed on 7 November 2007 (as amended by
the additional deed of 15 June 2016) between MISE, as concessionaire, and ANAS S.p.A. (subsequently
replaced by the Ministry of Infrastructure and Transport), as the Granting Body.
The investment, recognised at a value of EUR 590,493 thousand, inclusive of accessory expenses,
derives from the acquisition, at the end of July 2020, of the 13.6% stake in MISE's share capital held
directly and indirectly by ASTM, for EUR 85,842 thousand, and the acquisition of a further 82.6% stake
in the share capital held by the Regione Lombardia, for EUR 519,151 thousand, completed on 26
February 2021.
It should be noted that following the performance of the impairment test,an impairment loss of EUR
19,000 thousand was recognised in 2023.
NordCom S.p.A.
Following the resolution of the FNM Board of Directors of 18 November 2024, the purchase from the
TIM Group of 2,100,000 ordinary shares of Nordcom S.p.A. was finalised on 15 July 2024, corresponding
to 42% of the share capital. FNM thus became the sole shareholder of Nordcom, increasing its
shareholding to 100%. The investment was therefore reclassified from 'Investments in joint ventures' to
'Investments in subsidiaries'.
The transaction was finalised upon payment of EUR 8,316 thousand by way of consideration for the
sale of the 42% shareholding.
Viridis Energia S.p.A.
On 23 February 2024, the acquisition of 80% of the share capital of Viridis Energia S.p.A. and its wholly-
owned subsidiaries was finalised. The remaining portion of the share capital is 13.33% held by Lagi
Energia 2006 S.r.l. and 6.67% by HNF S.p.A. The price paid to acquire 80% of Viridis was EUR 93,963
thousand (including an estimated future Earn-Out of EUR 13,937 thousand).
Impairment Test
For the year 2024, the Directors tested for impairment the investments described below for which
trigger events were identified.
ATV
A.T.V. S.r.l., in its capacity as contractor, provides public road transport services in the municipalities of
Verona and Legnago and extra-urban services throughout the province of Verona.
The expiry of the current service contract, originally scheduled for 30 June 2019, was extended to 31
December 2026 at the end of 2023.
In view of the approval of the new2025-2029 projections approved by ATV's Board of Directors on 13
November 2024, and in consideration of the significant difference between the carrying value of the
investment and the relevant portion of shareholders' equity, FNM's Directors deemed it necessary to
perform the impairment test.
The expected future cash flows used for the impairment test are derived from the2025-2029 projections
approved by ATV's Directors on 13 November 2024. The new projections for the years 2025 and 2026
the same as the previous Economic-Financial Plan approved on 11 December 2023, while for the two-
year period 2027-2029 the projections were developed as part of the update of the FNM Group's
Strategic Plan. These projections were developed on the basis of the following main assumptions:

Financial Report as at 31 December 2024 | page 346

| FNM Group

a. technical extension of the Service Contract until 2029, with renewal of the PEF for three years,
with constant production and returns pursuant to ART regulations;
b. from 2027, only the operation of the trolleybus is planned, with no investment in trolleybus
convoys; with the payment of an annual fee covered by ART remuneration, i.e. zero margin;
c. alignment of energy costs in line with the new macroeconomic environment on the basis of
estimates by internationally recognised bodies;
d. investments in the renewal of the current bus fleet, amounting to a total of 84.8 million, are
valued at expected market values, with evolution of the fleet that envisages a gradual increase
in electric buses from 24 (49%) in 2024 to 121 (22%) in 2029, with a gradual decommissioning of
diesel vehicles from 309 (56%) in 2024 to 257 (46%) in 2029 and an increase in buses with Euro 6
engines.
In this context, the recoverable amount of the equity investment held in ATV, considered to be the
value in use, was determined by applying a single scenario represented by the hypothetical cessation of
operations in 2029 (the last year of the plan) and the subsequent liquidation of the operating invested
capital at the end of 2030 with a time lag of one year, assuming that the new concessionaire will take
over during the year subsequent to the expiry of the service contract. This time horizon is consistent
with the timing of the extension obtained, and the time-frame between the date of the call for tenders
and the start-up of the service by the new concessionaire, as can be observed on average in the LPT
sector.
The liquidation of the invested capital was assumed at book values, also in consideration of the
provisions of the Transport Regulatory Authority ("ART"), which through Regulatory Act of 28 November
2019 established that the "takeover value" for a new concessionaire is determined by the Granting
Body as the greater of the Net Book Value (“NBV") and the Market Value ("MV") within a maximum limit
of deviation of 5% in the case of NBV>MV.
The rate used to discount cash flows determined as above is equal to 7.79% (net tax) and reflects
current market valuations of the present value of money and specific risks of the asset, processed with
reference to the country risk (Italy) and systematic risk and the financial structure of the sector, based
on mean values observed for a sample of comparable sector companies. Considering the situation of
Net-cash at 31 December 2024 and over the plan period, the cost of capital refers to the Coc Unlevered.
Impairment testing, carried out according to the above methodology, did not identify any impairment
and therefore the carrying amount of the investment was deemed recoverable.
The Directors believe that the fair value less cost of disposal of this CGU does not differ significantly
from the value in use mentioned above.
A sensitivity analysis was carried out considering a change in the discount rate. The following table
shows the change in the value in use in millions of euros that would occur if this parameter were to
vary:

Sensitivity Analysis at Coc Unlevered of the impairment of ATV
WACC
6.79% | 7.29% | 7.79% | 8.29% | 8.79%
0.60 | 0.30 | 0.01 | -0.27 | -0.54

The break-even Coc Unlevered that leads to a cover value of zero is 7.79%.
FNMPAY S.p.A.
The subsidiary was incorporated in 2020 with a view to managing the acceptance of payments via POS
(physical and virtual) by the companies of the FNM Group, which currently entrust this activity to third-
party companies, as well as certain companies outside the Group operating in the transport sector,
with a predominant focus in the regions of Northern Italy and shared mobility at national level. In the
last quarter of 2023, it started the payment transaction agreement service referred to in Art. 1 (2) (h)-
septies.1) (5) of Legislative Decree 385/1993.
In view of the substantial accumulated losses and the change in results compared to the original plan
of incorporation, the Directors identified an impairment indicator.
The recoverable value of the equity investment, considered as a fair value income approach, was
determined using the expected future cash flows deduced from the 2025-2029 multi-year plan,
updated in July 2024, which maintains the same objectives and evolution plan in line with the

Financial Report as at 31 December 2024 | page 347

| FNM Group

progression of the business model envisaged in the 2024-2028 Strategic Plan, approved by the
investee's Board of Directors on 12 November 2024. The update covered data and forecasts for the
activation of services, in particular for Acquiring , with an extension until 2029. The new plan confirms:
• consolidation of the acquiring service in2025 with subsequent revenue growth in relation to higher
transaction volumes both to captive companies and to the non-captive market;
• a gradual reduction in costs from the financial year 2025 (ICT, operating and pricing) by an average
of 10% and 15% through a gradual internalisation of activities and renegotiation of existing
agreements with suppliers;
• investments for the completion of the platform amounting to approximately EUR 200 thousand.
In view of the company's start-up phase, a time horizon of five years was chosen in order to allow it to
operate at full capacity and use the 2029EBITDA flow in the terminal value .
The rate used to discount cash flows determined as above is equal to 9.88% (net tax) and reflects
current market valuations of the present value of money and specific risks of the asset, processed with
reference to the country risk (Italy) and systematic risk and the financial structure of the sector, based
on mean values observed for a sample of listed sector companies. The WACC used also includes the 1%
additional risk-premium assumed as execution risk of the Plan.
Impairment testing, carried out based on the above methodology, highlighted an impairment loss of the
value of EUR 1,322 thousand.
The Directors believe that the value in use of this equity investment does not exceed the fair value of
the same as commented on above.
The sensitivity analysis was carried out considering a change in the WACC discount rate and the g-rate
growth rate in the calculation of the terminal value. The following table shows the write-downs in
millions of euros that would occur if these parameters were to vary:

Sensitivity Analysis at WACC and at g rate of the impairment of FNMPAY
| WACC
8.88% | 9.38% | 9.88% | 10.38% | 10.88%
g rate | -1.0% | -1.23 | -1.41 | -1.57 | -1.72 | -1.86
-0.5% | -1.08 | -1.28 | -1.45 | -1.61 | -1.76
0.0% | -0.91 | -1.13 | -1.32 | -1.50 | -1.65
0.5% | -0.72 | -0.97 | -1.18 | -1.37 | -1.54
1.0% | -0.52 | -0.78 | -1.02 | -1.23 | -1.42

Malpensa Distripark S.r.l.
The directors of FNM have identified an impairment indicator for the investment held in Malpensa
Distripark as a result of the actual and unplanned losses in the 2024 budget.
The recoverable amount of the investment, considered to be the value in use, was determined using
the expected future cash flows taken from the long-term plan approved by the directors on 14
November 2024 for the period 2025-2029. The development of the real estate project in the Sacconago
area, which is still under construction, will continue until 2027, one year later than the previous
business plan, for the full completion of the project. The plan then expects, from 2028 onwards, that
the company will be start to generate income in all its components. Since October 2023, the company,
however, has already started operations as MTO (Multimodal Transport Operator), in parallel with the
development of the terminal area.
Revenues are estimated on the basis of average market prices with increased rents for the inflationary
component.
The terminal value was estimated by projecting the flow of EBITDA in 2029, with investments estimated
analytically by considering the annual investments in extraordinary maintenance at full capacity on the
basis of costs per sqm.
The rate used to discount cash flows determined as above is equal to 6.56% (net tax) and reflects
current market valuations of the present value of money and specific risks of the asset, processed with
reference to the country risk (Italy) and systematic risk and the financial structure of the sector, based
on mean values observed for a sample of listed sector companies. The WACC used also includes 1% of
additional risk-premium.

Financial Report as at 31 December 2024 | page 348

| FNM Group

Impairment testing, carried out based on the above methodology, highlighted an impairment loss of EUR
1,361 thousand.
The Directors believe that the fair value of this equity investment is not higher than the value in use
mentioned above.
The sensitivity analysis was carried out considering a change in the WACC discount rate and the g-rate
growth rate in the calculation of the terminal value. The following table shows the write-downs in
millions of euros that would occur if these parameters were to vary:

Sensitivity Analysis at WACC and at g rate of the impairment of MPX DISTRIPARK
| WACC
5.56% | 6.06% | 6.56% | 7.06% | 7.56%
g rate | -1.0% | -0.48 | -2.30 | -2.30 | -2.30 | -2.30
-0.5% | 2.38 | -0.92 | -2.30 | -2.30 | -2.30
0.0% | 5.76 | 1.88 | -1.36 | -2.30 | -2.30
0.5% | 9.80 | 5.20 | 1.40 | -1.78 | -2.30
1.0% | 14.73 | 9.17 | 4.65 | 0.92 | -1.30

Malpensa Intermodale S.r.l.
The directors of FNM have identified an impairment indicator for the investment held in Malpensa
Intermodale as a result of the actual and unplanned losses in the 2024 budget.
The recoverable amount of the investment, considered to be the value in use was determined using the
expected future cash flows taken from the long-term plan approved on 14 November 2024 by the Sole
Director of the investee for the 2025-2029 period, which include assumptions of development of
current services, with the terminal starting to operate at full capacity from 2025 , one year later than
the previous forecasts, through:
• maintenance of current “car” traffic;
• growth in intermodal traffic consistent with the expansion of the space available at the Terminal
(increase in the number of trains processed).
The estimated terminal value was calculated by projecting an average 2025-2027 EBITDA flow, in order
to contain the effects of the growth expected throughout the plan period. Since the sum of the rights of
use are less than the amortisation for the period, the terminal value of the maintenance investments
was assumed to be equal to the amortisation in 2027, rather than the average of the three-year period
2025-2027, as this is lower.
The rate used to discount cash flows determined as above is equal to 10.39% (net tax) and reflects
current market valuations of the present value of money and specific risks of the asset, processed with
reference to the country risk (Italy) and systematic risk and the financial structure of the sector, based
on mean values observed for a sample of listed sector companies. The WACC used also includes 2.5%
of additional risk-premium.
Impairment testing, carried out based on the above methodology, highlighted an impairment loss of the
value of EUR 402 thousand.
The Directors believe that the fair value of this equity investment is not higher than the value in use
mentioned above.
The sensitivity analysis was carried out considering a change in the WACC discount rate and the g-rate
growth rate in the calculation of the terminal value. The following table shows the write-downs in
millions of euros that would occur if these parameters were to vary:

Financial Report as at 31 December 2024 | page 349

| FNM Group

Sensitivity Analysis on WACC and g rate in the impairment test of MPX INTERMODALE
| WACC
9.39% | 9.89% | 10.39% | 10.89% | 11.39%
g rate | -1.0% | -0.21 | -0.41 | -0.58 | -0.74 | -0.89
-0.5% | -0.10 | -0.31 | -0.50 | -0.67 | -0.82
0.0% | 0.02 | -0.20 | -0.40 | -0.58 | -0.75
0.5% | 0.15 | -0.08 | -0.30 | -0.49 | -0.67
1.0% | 0.31 | 0.05 | -0.18 | -0.39 | -0.58

Milano Serravalle - Milano Tangenziali (MISE)
The directors of FNM identified a potential impairment indicator for the equity investment in MISE in
consideration of the significant differential existing between the carrying value of the equity investment
and the portion of shareholders' equity held by FNM in the investee, the distribution of the dividend
that took place during the 2024financial year, equal to EUR 23,400 thousand, as well as the updated
economic-financial projections prepared by the investee in light of the comments made by ART on the
Economic and Financial Plan ("PEF") sent to the granting body for approval.
In this context, the recoverable value of the equity investment held in MISE, estimated using the fair
value income approach, was determined on the basis of the 3rd proposed Economic-Financial Plan
2025-2028 IAS/IFRS approved by MISE's Board of Directors on 13 December 2024, developed on the
basis of the aforementioned Economic-Financial Plan.
These projections reflect the following main changes from the previousEconomic-Financial Plan:
a. Updating the base year with the budget for the financial year 2023 and an inflation rate of 1.8%,
as indicated in the document 'Budget Structure Plan - Italy 2025 - 2029';
b. updated traffic estimates with 'geometric' tariff evolution;
c. higher personnel costs and other operating costs attributable to maintenance to the motorway
infrastructure;
d. net investments in grants increased by EUR 67.4 million, for investments related to plant
monitoring and technological initiatives to implement ART requests, as well as the
postponement of a portion of investments originally planned for 2024;
e. inclusion of the "ancillary charges tariff component", which includes those ancillary charges
strictly related to the concession and not subject to efficiency and inflation, such as: (i) charges
arising from the Covid-19;effect; (ii) price revision pursuant to Legislative Decree 50/2022; (iii)
charges arising from requests by the Granting Body.
f. inclusion in the Economic-Financial Plan, as provided for by Article 8 (Succession relations
between the successor and the outgoing Concessionaire) Paragraph 3 of the II Additional Deed,
of a "take-over value", for EUR 431 million, equal to the portion of realised investments, which
are not amortised and which will be reimbursed by the successor.
Based on the foregoing, the Directors, with the support of an independent expert, prepared an
impairment test based on the 2025-2028 Economic-Financial Plan discussed above, assuming a single
scenario that envisages as the terminal value the liquidation of the invested capital and the collection of
the aforesaid takeover value in the year following the expiry of the concession (2029).
The rate used to discount cash flows determined as above is equal to 7.44% (net tax) and reflects
current market valuations of the present value of money and specific risks of the asset, processed with
reference to the country risk (Italy) and systematic risk, taking into account the average Debt/Equity
ratio calculated on the carrying values of shareholders’ equity.
Impairment testing, carried out according to the above methodology, did not identify any impairment
and therefore the carrying amount of the investment was deemed recoverable.
However, in consideration of the uncertainties related to the approval process of the 2025-2028
Economic-Financial Plan and the upcoming expiry of this concession (2028), the Directors have not
identified any elements that would lead to the recognition of the impairment loss recognised in 2023.
The Directors believe that the value in use of this equity investment does not exceed the fair value of
the same as commented on above.

Financial Report as at 31 December 2024 | page 350

| FNM Group

The sensitivity analysis was carried out considering a change in the WACC discount rate in the
calculation of the terminal value. The following table shows the change in impairment, in millions of
euros, that would occur if these parameters were changed:

Sensitivity Analysis at WACC and at g rate of the impairment of MISE
WACC
6.44% | 6.94% | 7.44% | 7.94% | 8.44%
46.11 | 38.31 | 30.61 | 23.11 | 15.81

EQUITY INVESTMENTS IN JOINT VENTURES
Investments in joint ventures are shown in the following table:

Description | 31.12.2023 | Changes 2024 | 31.12.2024
Cost | (Impairment) | Book value | Increases | (Decreases) | Reclassifica tion | (Impairment)/ Reversal of impairment losses | Cost | (Impairment) | Book value
Mbility S.r.l. | 1,000,000 | — | 1,000,000 | — | — | — | — | 1,000,000 | — | 1,000,000
NORD ENERGIA S.p.A. in liquidation | 6,194,267 | — | 6,194,267 | — | — | — | — | 6,194,267 | — | 6,194,267
NordCom S.p.A. | 743,407 | — | 743,407 | — | — | (743,407) | — | — | — | —
Omnibus Partecipazioni S.r.l. | 3,610,000 | — | 3,610,000 | — | — | — | — | 3,610,000 | — | 3,610,000
Trenord S.r.l. | 38,060,000 | — | 38,060,000 | — | — | — | — | 38,060,000 | — | 38,060,000
Total equity investments in joint ventures | 49,607,674 | — | 49,607,674 | — | — | (743,407) | — | 48,864,267 | — | 48,864,267

Trenord S.r.l.
On 23 November 2023 Trenord signed the new Service Contract with the Regione Lombardia for
regional rail transport in Lombardy for the period 1 December 2023 - 30 November 2033.
Management has not identified any indicators that would determine the need to carry out the
impairment test for the verification of the recoverability of the carrying value of the investment held in
Trenord, both in consideration of the positive trend observed during the 2024 financial year and in
relation to the signing of the Service Contract for regional railway transport. For more details on the
performance of the investee company, please refer to section 9.5 of the Management Report.
EQUITY INVESTMENTS IN ASSOCIATES
Investments in associates are shown in the following table:

Description | 31.12.2023 | Changes 2024 | 31.12.2024
Cost | (Impairment) | Book value | Increases | (Decreases) | Reclassifica tion | (Impairment)/ Reversal of impairment losses | Cost | (Impairment) | Book value
DB Cargo Italia S.r.l. | 3,066,706 | — | 3,066,706 | — | — | — | — | 3,066,706 | — | 3,066,706
Busforfun.com S.r.l. | 1,000,000 | — | 1,000,000 | — | — | — | (543,000) | 1,000,000 | (543,000) | 457,000
SportIT S.r.l. | 1,930,000 | — | 1,930,000 | — | — | — | — | 1,930,000 | — | 1,930,000
Total equity investments in associates | 5,996,706 | — | 5,996,706 | — | — | — | (543,000) | 5,996,706 | (543,000) | 5,453,706

Busforfun.com
FNM holds 40% of the share capital of Busforfun.com ('Busforfun'), an innovative start-up active in the
tourism and commuting technology sector, which through the fleximob model envisages the evolution of
personal mobility in companies by means of shuttles outsourced to third parties. In relation to the
results reported by the investee company, the Directors deemed it appropriate to perform the
impairment test as described below.
The recoverable amount of the investment, considered to be the value in use was determined using the
expected future cash flows taken from the long-term plan approved on 8 October 2024 by directors of
the investee for the 2024-2028 period, which make provision for development in the B2B channel and
consolidation of the B2C channel.

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| FNM Group

The estimated terminal value was calculated by projecting an average EBITDA flow for the three-year
period 2025-2028, in order to smooth out the growth implied in the business development plan, which
shows a two-year slippage with respect to the achievement of revenue and Ebitda targets compared to
the previous plan.
The rate used to discount cash flows determined as above is equal to 14.00% (net tax) and reflects
current market valuations of the present value of money and specific risks of the asset, processed with
reference to the country risk (Italy) and systematic risk and the financial structure of the sector, based
on mean values observed for a sample of listed sector companies. The WACC used also includes the
2.5% additional risk-premium assumed as execution risk of the Plan.
Impairment testing, carried out based on the above methodology, highlighted an impairment loss of the
value of EUR 543 thousand.
The Directors believe that the fair value of this equity investment is not higher than the value in use
mentioned above.
The sensitivity analysis was carried out considering a change in the WACC discount rate and the g-rate
growth rate in the calculation of the terminal value. The following table shows the write-downs in
millions of euros that would occur if these parameters were to vary:

Sensitivity Analysis at WACC and at g rate of the impairment of Busforfun
| WACC
13.00% | 13.50% | 14.00% | 14.50% | 15.00%
g rate | -1.0% | -0.43 | -0.55 | -0.66 | -0.76 | -0.85
-0.5% | -0.37 | -0.49 | -0.60 | -0.71 | -0.81
0.0% | -0.30 | -0.43 | -0.54 | -0.65 | -0.76
0.5% | -0.22 | -0.36 | -0.48 | -0.60 | -0.70
1.0% | -0.14 | -0.28 | -0.41 | -0.53 | -0.65

The WACC and break-even g rate that leads to a cover value of zero is 11.94% and 3.42% respectively.
SportIT S.r.l.
FNM holds a 33% equity investment in Sportit S.r.l. (Sportit), a company active under the Snowit brand
and the main marketplace for the integrated online sale of ski passes, ski-related services and
experiences relating to the mountain world in the main European skiing destinations. In relation to the
approval of the new 2024/2025 - 2028/2029 Plan of the investee company, the Directors deemed it
appropriate to perform the impairment test as described below.
The recoverable value of the equity investment, considered as value in use, was determined using the
expected future cash flows inferred from the multi-year plan, approved by the investee company's
Board of Directors on 30 September 2024, for the period 23/24 - 28/29 , and was assumed to be such in
consideration of the income capacity deriving from business lines already operative with at least two
years of history of services/products sold, to which new development initiatives are added, with the
application of scenarios based on the activation of specific activities. The business plan is based on three
scenarios with different probabilities of occurrence.
In view of the company's start-up phase, a time horizon of five years was chosen in order to allow it to
be fully operational with reference to the existing business activities/trade in line with the provisions of
IAS 36.
The rate used to discount cash flows determined as above is equal to 11.43% (net tax) and reflects
current market valuations of the present value of money and specific risks of the asset, processed with
reference to the country risk (Italy) and systematic risk. No execution premium was considered, as the
business plan expresses an income capacity related to already established initiatives and excludes any
potential given by development initiatives. Considering the situation of Net-cash at 31 December 2024
and over the plan period, the cost of capital refers to the Coc Unlevered.
Impairment testing, carried out according to the above methodology, did not identify any impairment
and therefore the carrying amount of the investment was deemed recoverable.
The Directors believe that the fair value of this equity investment does not differ significantly from the
value in use mentioned above.

Financial Report as at 31 December 2024 | page 352

| FNM Group

The sensitivity analysis was carried out considering both a change in the discount rate and the g-rate
growth rate in the calculation of the terminal value. The following table shows the change in
impairment, in millions of euros, that would occur if these parameters were changed:

Sensitivity Analysis of the headroom at Coc Unlevered of the impairment of SportIT
| WACC
10.43% | 10.93% | 11.43% | 11.93% | 12.43%
g rate | -1.0% | 1.48 | 1.35 | 1.22 | 1.10 | 0.99
-0.5% | 1.57 | 1.43 | 1.29 | 1.17 | 1.05
0.0% | 1.67 | 1.51 | 1.37 | 1.24 | 1.12
0.5% | 1.78 | 1.61 | 1.45 | 1.31 | 1.18
1.0% | 1.90 | 1.71 | 1.55 | 1.40 | 1.26

INVESTMENTS IN OTHER COMPANIES
On 31 August 2023, FNM S.p.A. and CDP Venture Capital Sgr signed an agreement for the development
of innovative start-ups and SMEs by joining the Corporate Partners I Fund (a multi-segment fund
involving the main industrial and financial players in order to stimulate the growth of the innovation
ecosystem in Italy in the strategic energy, manufacturing, services and infrastructure sectors).
Participation in the fund provides for cumulative investments over a five-year period of EUR 10 million
in projects concerning technological innovation and data management. During the year, payments were
made to the fund for EUR 1,240 thousand.

Financial Report as at 31 December 2024 | page 353

| FNM Group

The following information on investments held is also reported:

Description | Type | Valuation | Capital | Shareholders’ Equity (including result) | Profit/loss | % possesso | Shareholders' equity held | Carrying value
FERROVIENORD S.p.A. | Subsidiary | Cost | 5,250,000 | 53,352,925 | 5,933,887 | 100% | 53,352,925 | 4,337,184
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
FNM Autoservizi S.p.A. | Subsidiary | Cost | 3,000,000 | 22,351,459 | 1,288,651 | 100% | 22,351,459 | 11,650,000
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
E-Vai S.r.l. | Subsidiary | Cost | 1,100,000 | 1,158,895 | (1,910,514) | 100% | 1,158,895 | —
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
Malpensa Intermodale S.r.l. | Subsidiary | Cost | 500,000 | 90,036 | (1,484,216) | 100% | 90,036 | 2,618,000
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
Malpensa Distripark S.r.l. | Subsidiary | Cost | 500,000 | 389,389 | (867,111) | 100% | 389,389 | 939,000
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
Azienda Trasporti Verona S.r.l. | Subsidiary | Cost | 15,000,000 | 36,748,409 | 469,265 | 50% | 18,374,205 | 20,232,000
Verona - Lungadige Galtarossa, 5 |  |  |  |  |  |  |  |
FNMPAY S.p.A. | Subsidiary | Cost | 150,000 | 1,799,170 | 1,432,217 | 100% | 1,799,170 | 3,128,000
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
Milano Serravalle – Milano Tangenziali S.p.A. | Subsidiary | Cost | 93,600,000 | 539,511,503 | 115,502,263 | 100% | 539,511,503 | 590,492,932
Assago - Via del Bosco Rinnovato, 4/b |  |  |  |  |  |  |  |
Viridis Energia S.p.A. | Subsidiary | Cost | 25,000,000 | 69,567,925 | 255,048 | 80% | 55,654,340 | 95,700,343
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
FNM Power S.r.l. | Subsidiary | Cost | 1,500,000 | 1,428,145 | (16,160) | 100% | 1,428,145 | 1,500,000
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
Trenord S.r.l. | Joint Venture | Cost | 76,120,000 | 120,237,277 | 21,318,855 | 50% | 60,118,639 | 38,060,000
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
NORD ENERGIA S.p.A. in liquidation | Joint Venture | Cost | 10,200,000 | 15,981,633 | 356,994 | 60% | 9,588,980 | 6,194,267
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
NordCom S.p.A. | Subsidiary | Cost | 5,000,000 | 17,509,494 | 1,010,236 | 100% | 17,509,494 | 9,076,039
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
Omnibus Partecipazioni S.r.l. | Joint Venture | Cost | 20,000 | 9,998,919 | 1,927,507 | 50% | 4,999,460 | 3,610,000
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
DB Cargo Italia S.r.l. | Associate | Cost | 3,000,100 | 42,470,617 | 2,830,616 | 40% | 16,988,247 | 3,066,706
Milan - P.le Cadorna, 14 |  |  |  |  |  |  |  |
SportIT S.r.l. | Associate | Cost | 497,113 | 142,769 | (321,480) | 33% | 47,542 | 1,930,000
Milan - Viale Abruzzi, 41 |  |  |  |  |  |  |  |
Busforfun.com S.r.l. | Associate | Cost | 16,667 | 947,718 | (1,239,093) | 40% | 379,087 | 457,000
Venice - Via Botteghino 217 |  |  |  |  |  |  |  |
Mbility S.r.l. | Joint Venture | Cost | 20,519 | 629,142 | (443,896) | 31% | 193,587 | 1,000,000
Milano - Via Santa Sofia no.27 |  |  |  |  |  |  |  |

Reference is made to the management report for a comment on the performance of investees,
subsidiaries, joint ventures and associates.

Financial Report as at 31 December 2024 | page 354

| FNM Group

NOTES 5
OTHER CURRENT AND NON-CURRENT FINANCIAL ASSETS MEASURED
AT AMORTISED COST
This item at 31 December 2024 is broken down in the following table:

Description | 31/12/2024
Non-Current | Current | Total
Viridis Energia Loan | 33,916,581 | 4,782,936 | 38,699,517
Malpensa Distripark Loan | 12,143,400 | — | 12,143,400
Busforfun.com Loan | 3,495,820 | — | 3,495,820
SportIT Loan | 1,553,943 | 173,263 | 1,727,206
Receivables current accounts from subsidiaries | — | 910,713 | 910,713
(LESS) IFRS 9 Impairment Provision | — | (5,989) | (5,989)
Other financial assets measured at amortised cost (Note 34) | 51,109,744 | 5,860,923 | 56,970,667
Total | 51,109,744 | 5,860,923 | 56,970,667

This item at 31 December 2023 is broken down in the following table:

Description | 31/12/2023
Non-Current | Current | Total
SportIT Loan | 925,000 | 97,556 | 1,022,556
Busforfun.com Loan | 2,400,000 | 1,849,314 | 4,249,314
Malpensa Distripark Loan | 1,840,833 | — | 1,840,833
Receivables current accounts from subsidiaries | — | 1,180,499 | 1,180,499
(LESS) IFRS 9 Impairment Provision | — | (5,989) | (5,989)
Other financial assets measured at amortised cost (Note 34) | 5,165,833 | 3,121,380 | 8,287,213
Total | 5,165,833 | 3,121,380 | 8,287,213

In order to support the process of rationalising the corporate structure of Viridis and its subsidiaries,
consisting of reducing the number of companies in the Viridis group, it became necessary to extinguish
part of the loans and leases existing at the time of the acquisition and to refinance them with financial
resources with more advantageous economic conditions from FNM. With this goal in mind, on 26
September 2024, the FNM Board of Directors resolved to grant a loan to Viridis Energia for a maximum
amount of EUR 40,000 thousand with a term until 31 December 2040 and with the option of early
repayment, at a rate (1-month Euribor + 1.90% spread ), which will be repaid in monthly instalments
with the first instalment due on 31 October 2024.
The funding was disbursed in three tranches: (i) for EUR 25,000 thousand on 27 September 2024; (ii) for
EUR 7,000 thousand on 21 October 2024; and (iii) for EUR 8,000 thousand on 11 November 2024.
The item "Viridis Energia Loan” includes interest accrued and not yet collected in the amount of EUR
60 thousand.
On 14 November 2022, the Company signed a loan agreement with the subsidiary Malpensa
Distripark in order to support the realisation of “Phase 0” (acquisition of land for the construction of an
area for parking loading units, a third track, a set of terminal tracks and the expansion of shunting
platforms) for the development of the existing Sacconago Terminal, for a total of EUR 11,000 thousand.
The loan has a term of 25 years and bears interest at a fixed annual rate of 1.5%. The contract signed
requires repayment in 25 yearly instalments, with the first instalment falling due one year after the
completion of the works. During the financial year 2024, on 2 July 2024 and on 30 September 2024, the
second and third tranches of the loan were disbursed, for EUR 6,500 thousand and EUR 3,700 thousand,
respectively. As at 31 December 2024 the financing was therefore fully disbursed.
On 6 December 2022, the Company entered into a second loan agreement with the subsidiary
Malpensa Distripark, for a total of EUR 32,000 thousand, in order to support "Phase 1" and "Phase 2" of
the development of the existing Sacconago Terminal, consisting of the construction of functions and

Financial Report as at 31 December 2024 | page 355

| FNM Group

services (warehouses, offices, refreshment area, fuel station, maintenance workshop) to support the
Terminal as well as a logistics shed with relative access, manoeuvring and parking spaces, with the
possibility of also installing a fourth track. The loan has a term of 20 years and bears interest at a fixed
annual rate of 2.6%. The contract signed requires repayment in 20 yearly instalments, with the first
instalment falling due one year after the completion of the works. As at 31 December 2024 the loan
was disbursed in the amount of EUR 1,000 thousand.
The item “Malpensa Distripark loan” includes interest accrued and not yet collected in the amount of
EUR 143 thousand.
On 30 January 2024, the FNM Board of Directors, having acknowledged the 2023-2026 Business Plan
approved by the Busforfun Board of Directors on 29 January 2024, resolved to extinguish in advance
the two loans previously granted to Busforfun, amounting to EUR 4,000 thousand, and to approve a
new loan of EUR 6,000 thousand, with a residual disbursable amount of EUR 2,000 thousand in
consideration of the disbursements already made with the two extinguished loans amounting to EUR
4,000 thousand. Two payments in the amount of EUR 1,000 thousand, which took place on 14 February
2024 and 26 August 2024, disbursed the remaining amount payable.
The potentially convertible loan, maturing on 31 December 2033, carries an interest rate of 6-month
Euribor measured as of 31 January 2024 equal to 3.835% plus a margin equal to 1.5%, a 4-year pre-
amortisation with the first repayment instalment on 31 December 2028 and subsequent maturities on
31.12 each year. The interest expenses accrued on the two extinguished loans must be settled by 31
December 2026.
On 28 October 2024, by resolution of the Board of Directors of 26 September 2024, the Company
converted EUR 3,000 thousand of the loan previously disbursed into an 'Participating Financial
Instrument' (Note 6) to support the capitalisation of the investee.
The item “Busforfun.com Loan" includes accrued interest accrued and not yet collected in the amount
of EUR 496 thousand, of which EUR 276 thousand accrued in the year 2024.
On 11 May 2023, the FNM Board of Directors approved a loan to the associate SportIT to support its
development plan.
The loan, totalling EUR 3,000 thousand, matures 10 years after the stipulation date. The credit facility
bears interest at a floating rate of 1-month Euribor + 75 bps per annum. The agreement signed
provides for 4 tranches and a repayment in quarterly instalments, with the first instalment falling due
one year after the date of disbursement of each tranche.
The loan was signed on 26 May 2023 and disbursed for EUR 1,000 thousand on 12 June 2023. On 9
September 2024, the second tranche in the amount of EUR 800 thousand was disbursed.
The item “SportIT Loan” includes interest accrued and not yet collected in the amount of EUR
11thousand.
Current account receivables from subsidiaries include EUR 911 thousand (EUR 622 thousand as at 31
December 2023) for the current account receivable from Malpensa Intermodale S.r.l. As at 31
December 2023, the item also included the current account receivable from Malpensa Distripark S.r.l.
for EUR 558 thousand, and the payable of EUR 236 thousand as at 31 December 2024.
Effective rates of the return on receivables are indicated below:

Description | 2024 | 2023
Subsidiary and associate loans | 1,50% - 7,861% | 1,50% - 7,861%
Receivables current accounts vs subsidiaries | 2.754% | 1.391%

NOTES 6
CURRENT AND NON-CURRENT FINANCIAL ASSETS MEASURED AT FAIR
VALUE
The item is entirely attributable to the 'Busforfun.com Participating Financial Instrument convertible
into Units 2024' (hereinafter also referred to as 'SFP') subscribed by the Company on 28 October 2024.
The conversion value shall be determined as the post-money value of the investee resulting from the
last share capital increase carried out by the investee itself or, in the absence thereof, the value
determined on the basis of a valuation established by an independent third party appointed by

Financial Report as at 31 December 2024 | page 356

| FNM Group

Busforfun, it being understood that if the last share capital increase carried out by the investee is the
one resulting from the reconstitution of the share capital due to losses, in the latter case, the
conversion value shall be equal to the higher of (i) the post-money value of the investee resulting from
the last share capital increase of the same investee immediately prior to the one resulting from the
reconstitution of the share capital due to losses and (ii) the value determined on the basis of a
valuation established by an independent third party appointed by the investee.
The instrument, which is exclusively convertible into Participating Shares, provides for a discretionary
conversion period between 1 January 2035 and 31 December 2039, and, if the discretionary conversion
option is not exercised, an automatic conversion on 31 December 2039.
The SFP bears interest calculated and accrued up to the time of conversion of the SFP itself, at a 6-
month Euribor 360 rate measured as of 31 January 2024, equal to 3.835% + a margin of 150 bps per
annum. Interest is paid annually.
As at 31 December 2024, the item includes accrued and unpaid interest of EUR 29 thousand.
The fair value of the instrument as at 31 December 2024 was EUR 1,600 thousand. This valuation
resulted in fair value adjustment charges of EUR 1,400 thousand being recognised in the income
statement.
The investments are classified in the category of financial assets at fair value through profit or loss
because the cash flows were not represented solely by payments of principal and interest on the
amount of the principal to be repaid.
NOTES 7
DEFERRED TAX ASSETS AND LIABILITIES
(in EUR thousands)

Description | 31/12/2024 | 31/12/2023 | Change
Deferred tax assets | 11,325 | 10,800 | 525
Deferred tax liabilities | — | (79) | 79
Net deferred tax assets | 11,325 | 10,879 | 446

Changes in net deferred tax assets for the year are shown below:
(in EUR thousands)

Description | 31/12/2024 | 31/12/2023 | Change
Balance at the start of the year | 10,721 | 9,970 | 751
Allocated to income statement | 612 | 744 | (132)
Allocated to shareholders’ equity | (8) | 7 | (15)
Balance at the end of the year | 11,325 | 10,721 | 604

Deferred tax assets and liabilities are mainly generated from temporary differences on income
components with a future deductibility or taxability.
The nature of temporary differences generating deferred tax assets and liabilities is summarised below.

Financial Report as at 31 December 2024 | page 357

| FNM Group

Deferred tax assets
(in EUR thousands)

Deferred tax assets 31.12.2023 | Balance as at 01.01.2023 | Allocated to income statement | Allocated to capital | Reclassificati on | Balance as at 31.12.2023
Allocation | 769 | (548) | — | — | 221
Post-employment benefit valuation | 21 | (11) | 7 | — | 17
Intangible fixed assets | 52 | 15 | — | — | 67
Plant, property and equipment write- backs, impairments and depreciation | 8,985 | 1,274 | — | — | 10,259
Impairment of Receivables | 236 | — | — | — | 236
Total | 10,063 | 730 | 7 |  | 10,800

Deferred tax assets 31.12.2024 | Balance as at 01.01.2024 | Allocated to income statement | Allocated to capital | Reclassificati on | Balance as at 31.12.2024
Allocation | 221 | 97 | — | — | 318
Post-employment benefit valuation | 17 | 4 | (8) | — | 13
Intangible fixed assets | 67 | 18 | — | — | 85
Plant, property and equipment write- backs, impairments and depreciation | 10,259 | 333 |  | (70) | 10,592
Impairment of Receivables | 236 | 151 |  | — | 387
Total | 10,800 | 603 | (8) |  | 11,395

Deferred tax liabilities
(in EUR thousands)

Deferred tax liabilities 31.12.2023 | Balance as at 01.01.2023 | Allocated to income statement | Allocated to capital | Reclassificati on | Balance as at 31.12.2023
Property, plant and equipment | 93 | (14) | — | — | 79
Total | 93 | (14) | — |  | 79

Deferred tax liabilities 31.12.2024 | Balance as at 01.01.2024 | Allocated to income statement | Allocated to capital | Reclassificati on | Balance as at 31.12.2024
Property, plant and equipment | 79 | (9) | — | (70) | —
Total | 79 | (9) | — | (70) | —

Considerations on estimates of future taxability of the Company, on which the recognition of deferred
taxes depends, are made in the section "Items subject to significant assumptions and estimates".

Financial Report as at 31 December 2024 | page 358

| FNM Group

NOTES 8
TRADE RECEIVABLES
The next table shows entries for trade receivables from related parties and third parties, suitably
adjusted by the provision for bad debts:

Description | 31/12/2024 | 31/12/2023
Receivables from third parties | 1,554,040 | 2,009,086
(LESS) Provision for bad debts | (70,509) | (96,763)
(LESS) IFRS 9 Impairment Provision | (43,226) | (43,226)
Trade receivables | 1,440,305 | 1,869,097
Trenord S.r.l. | 16,026,269 | 33,697,090
FERROVIENORD S.p.A. | 4,509,066 | 7,515,615
Milano Serravalle – Milano Tangenziali S.p.A. | 965,398 | 3,636,651
FNM Autoservizi S.p.A. | 365,565 | 944,759
VIRIDIS Energia S.p.A. | 869,243 | —
DB Cargo Italia S.r.l. | 563,685 | 913,635
FNMPAY S.p.A. | 121,597 | 202,285
E-Vai S.r.l. | 142,790 | 151,053
Busforfun.com S.r.l. | 891 | —
NordCom S.p.A. | 95,738 | 140,671
ASF Autolinee S.r.l. | 128,337 | 62,127
NORD ENERGIA S.p.A. | 31,351 | 46,675
Nord_Ing S.r.l. | 149,759 | 43,805
Malpensa Intermodale S.r.l. | 52,102 | 31,966
Malpensa Distripark S.r.l. | 28,783 | 23,366
FNM Power S.r.l. | 30,657 | 13,959
ATV S.p.A. | 792 | 13,734
Milano Serravalle Engineering S.r.l. | 5,727 | 4,033
Omnibus Partecipazioni S.r.l. | 3,050 | 3,050
Martini Bus S.r.l. | 1,694 | 1,694
Regione Lombardia | 7,731,187 | —
Corporate bodies | 44,540 | —
(LESS) IFRS 9 Impairment Provision | (57,781) | (57,781)
Trade receivables from related parties (Note 34) | 31,810,440 | 47,388,387
Total | 33,250,745 | 49,257,484

Receivables from third-party customers decreased by EUR 429 thousand, mainly due to the fact that
the balance of the previous year included the receivable arising from the sale to third parties, which
took place in December 2023 for EUR 427 thousand, of the optional portion of the framework
agreement signed with Alstom for the purchase of hydrogen-powered trains.
Trade receivables from related parties decreased due to the different timing of collection by the
commercial counterparty, particularly receivables from Trenord (for EUR 17,671 thousand),
Ferrovienord (for EUR 2,671 thousand) and Milano Serravalle - Milano Tangenziali (for EUR 3,007
thousand). The receivable from Trenord also decreased due to lower rental fees recharged in the year
following the signing of new contracts in December 2023.
These effects are partially offset by the receivable from the Regione Lombardia and Viridis, which were
not present in the previous year.
In particular, the receivable from the Regione Lombardia is entirely attributable to the costs related to
the order for the purchase of hydrogen-powered rolling stock fully financed (Note 1), also with PNRR
funds, managed by FNM. This amount includes the revenue recognised in accordance with IFRS 15 not
yet collected at the balance sheet date.

Financial Report as at 31 December 2024 | page 359

| FNM Group

For this performance obligation, it should be noted that the income statement presentation of the
revenue for this performance is shown net of the related costs as, in application of paragraphs B34 et
seq. of IFRS 15, the Directors have concluded that the Group acts as an 'agent' under this contract.
Provision for bad debts
Following analysis of the risk of the non-collectibility of receivables at the end of the reporting period,
the EUR 71 thousand allocated to the provision in previous years was deemed sufficient, net of uses in
the year of EUR 26 thousand.
The fair value of receivables, obtained by adjusting their nominal value through the provision for bad
debts (allocated to estimate the risk of the uncollectability of receivables existing at the end of each
reporting period), approximates the carrying amount of the receivables at 31 December 2024 and 31
December 2023.
NOTES 9
OTHER CURRENT AND NON-CURRENT ASSETS
The tables below show items relative to "Other receivables" for the years 2024 and 2023:

Description | 31/12/2024
Non-Current | Current | Total
Receivables for advances to suppliers for funded Investments | — | 17,284,985 | 17,284,985
Tax receivables | — | 1,489,049 | 1,489,049
Receivables in insolvency proceedings | — | 1,507,660 | 1,507,660
Prepayments | 369,359 | 786,377 | 1,155,736
Receivables from others | 49,280 | 83,856 | 133,136
(LESS) Provision for bad debts | — | (1,507,660) | (1,507,660)
Other assets | 418,639 | 19,644,267 | 20,062,906
Other assets from related parties (Note 34) |  | 6,531,084 | 6,531,084
Total | 418,639 | 26,175,351 | 26,593,990

Description | 31/12/2023
Non-Current | Current | Total
Tax receivables | — | 3,564,872 | 3,564,872
Receivables in insolvency proceedings |  | 1,507,660 | 1,507,660
Prepayments | 332,037 | 741,247 | 1,073,284
Receivables from others | 21,030 | 933,515 | 954,545
(LESS) Provision for bad debts | — | (1,507,660) | (1,507,660)
Other assets | 353,067 | 5,239,634 | 5,592,701
Other assets from related parties (Note 34) |  | 10,192,242 | 10,192,242
Total | 353,067 | 15,431,876 | 15,784,943

Receivables for advances to suppliers for funded Investments
This item is entirely attributable to advances disbursed for investments financed on rolling stock,
amounting to EUR 26,701 thousand (of which EUR 21,240 thousand disbursed in 2021), net of
utilisations made for the progress of the contract. The amount paid in 2021 from own funds was
reclassified to this item from assets under construction under the item 'Property, Plant and Equipment',

Financial Report as at 31 December 2024 | page 360

| FNM Group

following the inclusion of the contract among the financing lines available from the Regione Lombardia,
including PNRR funds (Note 1).
Tax receivables
Current tax receivables refer to the Group's VAT receivable arising from the annual VAT settlement for
EUR 1,382 thousand (EUR 3,442 thousand at 31 December 2023) and the tax credit referring to the
“facade bonus” for EUR 107 thousand (EUR 123 thousand as at 31 December 2023).
Receivables in insolvency proceedings
“Receivables in insolvency proceedings” were written down entirely in the specific "provision for bad
debts".
Prepayments
Current deferred charges refer to deferrals for Warranty & Indemnity (W&I ) insurance policies taken out
to cover the Representations & Warranties set forth in the sale and purchase agreement entered into
with the Regione Lombardia for the purchase of MISE, for EUR 166 thousand (EUR 511 thousand as at
31 December 2023), for the purchase of Viridis for EUR 57 thousand, as well as EUR 366 thousand for
the advance paid to Alstom in relation to the purchase of documentary material required by the long-
term maintenance contract for CSA type rolling stock used for the airport service.
Receivables from others
“Receivables from others” mainly refer to advances for services paid to suppliers for EUR 23 thousand
(EUR 130 thousand at 31 December 2023), as well as credit notes to be received for EUR 20 thousand
(EUR 19 thousand at 31 December 2023).
The item included the costs incurred for development projects pertaining to future years for EUR 761
thousand as at 31 December 2023.
The fair value of receivables other than those recognised as "Receivables in insolvency proceedings",
obtained by adjusting their nominal value through the provision for bad debts (allocated to estimate
the risk of the uncollectability of receivables existing at the end of each reporting period) approximates
the carrying amount of the receivables at 31 December 2024 and 31 December 2023.
Other assets – related parties
Other receivables from related parties include:

Description | 31/12/2024 | 31/12/2023
Milano Serravalle-Milano Tangenziali S.p.A. | 4,553,631 | 6,085,756
FERROVIENORD S.p.A. | 550,318 | 3,188,094
FNM Autoservizi S.p.A. | 383,888 | 359,958
NordCom S.p.A. | 313,271 | 168,122
E-Vai S.r.l. | 265,672 | 333,789
FNMPAY S.p.A. | 182,919 | —
SportIT S.r.l. | 104,168 | —
Nord EnergiaS.p.A. in liquidation | 62,220 | —
Malpensa Intermodale S.r.l. | 56,346 | 52,671
Milano Serravalle Engineering S.r.l. | 49,765 | —
Malpensa Distripark S.r.l. | 17,949 | —
NORD_ING S.r.l. | 1,042 | 13,957
Total related companies (Note 34) | 6,541,189 | 10,202,347
(LESS) IFRS 9 Impairment Provision | (10,105) | (10,105)
Total related parties (Note 34) | 6,531,084 | 10,192,242

Financial Report as at 31 December 2024 | page 361

| FNM Group

Receivables from related companies refer to tax receivables: they include the items arising from Tax
Consolidation for EUR 5,705 thousand (EUR 8,624 thousand at 31 December 2023) and Group VAT for
EUR 1,578 thousand (EUR 1,568 thousand at 31 December 2023).
NOTES 10
CURRENT TAX RECEIVABLES
The next table shows how this item is broken down:

Description | 31/12/2024 | 31/12/2023
IRAP (REGIONAL BUSINESS TAX) | 848,163 | 224,261
IRES (CORPORATE INCOME TAX) | 12,584,814 | —
Total Receivables for taxes | 13,432,977 | 224,261

The item includes receivables from the tax authorities for IRES and IRAP, which increased compared to
the previous year in relation to the higher IRES and IRAP advances paid with respect to taxes accrued
for the year, amounting to EUR 329 thousand.
NOTES 11
CASH AND CASH EQUIVALENTS
The next table shows how this item is broken down:

Description | 31/12/2024 | 31/12/2023
Bank and postal deposits | 312,352,545 | 269,607,782
Cash on hand | 8,449 | 10,843
(LESS) IFRS 9 Impairment | (1,331,326) | (727,109)
Total cash and cash equivalents | 311,029,668 | 268,891,516
Time deposit | 80,000,000 | —
Total cash and cash equivalents | 80,000,000 | —
Total Cash and cash equivalents | 391,029,668 | 268,891,516

The Company manages the liquidity of the other Group companies in cash pooling; therefore, in view of
cash on bank deposits of EUR 312,353 thousand, FNM has giro account receivables of EUR 911
thousand (EUR 1,180 thousand at 31 December 2023) and giro accounts payable of EUR 398,662
thousand (EUR 298,258 thousand at 31 December 2023), including interest, represented below:

Financial Report as at 31 December 2024 | page 362

| FNM Group

(amounts in EUR thousands)

Description | 31/12/2024 | 31/12/2023
Malpensa Intermodale S.r.l. | 911 | 622
Malpensa Distripark S.r.l. | — | 558
Total receivables | 911 | 1,180
Milano Serravalle-Milano Tangenziali S.p.A. | 122,132 | 94,144
FERROVIENORD S.p.A. | 232,982 | 166,616
Nord Energia S.p.A. in liquidation | 16,189 | 19,377
NordCom S.p.A. | 13,123 | 7,155
FNM Autoservizi S.p.A. | 4,500 | 2,782
FNMPAY S.p.A. | 1,574 | 949
FNM Power S.r.l. | 1,477 | 1,491
E-Vai S.r.l. | 2,200 | 1,473
NORD_ING S.r.l. | 1,169 | 780
Malpensa Distripark S.r.l. | 236 | —
Viridis Energia S.p.A. | 59 | —
Corporate bodies | 3,021 | 3,491
Total payables | 398,662 | 298,258

On this giro accounts, interest income and expenses are paid at market rates (Note 5 and Note 13).
The item Time Deposit is entirely attributable to amounts deposited in 3-month term current accounts.
In relation to the adoption of IFRS 9, based on the expected losses model, the Company considers the
expected losses along the life of the financial asset at each reference date of the financial statements, for
this purpose an impairment adjustment of EUR 604 thousand was carried out.
The change in the item is analysed in more detail by nature of component in the Statement of Cash
Flows.

Financial Report as at 31 December 2024 | page 363

| FNM Group

NOTES 12
SHAREHOLDERS’ EQUITY
The table breaks down shareholders' equity at 31 December 2024 and 31 December 2023, indicating
possible uses of reserves.
(amounts in EUR thousands)

Description | 31/12/2024 | 31/12/2023 | Changes | Allowable uses
Share Capital | 230,000 | 230,000 | — |
Other Reserves: |  |  |  |
– Share premium reserve | 6,546 | 6,546 | — | A, B
– Provisions for grants and donations | 1,078 | 1,078 | — | A, B, C
– Merger surplus reserve | 165 | 165 | — | A, B, C
Total Other Reserves: | 7,789 | 7,789 | — |
Reserve for indivisible profit: |  |  |  |
– Legal reserve | 18,290 | 17,579 | 711 | A, B
– Demerger surplus reserve | 2,832 | 2,832 | — | A, B, C
– Extraordinary reserve | 100,952 | 97,426 | 3,526 | A, B, C
– FTA IFRS 9 | (575) | (575) | — |
– Retained earnings | 48,179 | 48,179 | — | A, B, C
Total Reserve for indivisible profit: | 169,678 | 165,441 | 4,237 |
Reserve for actuarial Gains/(Losses) | (103) | (122) | 19 |
Profit (loss) for the financial year | (376) | 14,237 | (14,613) |
Total | 406,988 | 417,345 | (10,357) |

Key: A = to increase capital - B = to cover losses - C = to distribute to shareholders
The following changes in shareholders' equity were recorded in 2023 and 2024:
(amounts in EUR thousands)

Description | Share capital | Share premium reserve | Provisions for grants and donations | Merger surplus reserve | Legal Reserve | Demerger surplus reserve | Extraordinar y reserve | Retained earnings (losses) | Reserve for actuarial gains/losses | Operating result | Total
Balance as at 01.01.2023 | 230,000 | 6,546 | 1,078 | 165 | 17,177 | 2,832 | 96,851 | 50,553 | (106) | 8,031 | 413,127
Allocation of profit 2022 | — | — | — | — | 402 | — | — | 7,629 | — | (8,031) | —
Distribution of dividends | — | — | — | — | — | — | — | (10,003) | — | — | (10,003)
Reserve for actuarial gains/losses | — | — | — | — | — | — | — | — | (16) | — | (16)
Profit for the year | — | — | — | — | — | — | — | — | — | 14,237 | 14,237
Balance as at 31.12.2023 | 230,000 | 6,546 | 1,078 | 165 | 17,579 | 2,832 | 96,851 | 48,179 | (122) | 14,237 | 417,345
Allocation of profit 2023 | — | — | — | — | 711 | — | 3,526 | 10,000 | — | (14,237) | —
Distribution of dividends | — | — | — | — | — | — | — | (10,000) | — | — | (10,000)
Reserve for actuarial gains/losses | — | — | — | — | — | — | — | — | 19 | — | 19
Loss for the year | — | — | — | — | — | — | — | — | — | (376) | (376)
Balance as at 31.12.2024 | 230,000 | 6,546 | 1,078 | 165 | 18,290 | 2,832 | 100,377 | 48,179 | (103) | (376) | 406,988

Share capital

Financial Report as at 31 December 2024 | page 364

| FNM Group

At 31 December 2024 and 31 December 2023, fully paid-up share amounted to EUR 230,000,000,
comprising 434,902,568 ordinary shares, with no par value.
Share premium reserve and Provisions for grants and donations
These reserves did not change compared to the previous year.
Merger surplus reserve
Pursuant to article 2504-bis, paragraph 4 of the Italian Civil Code, this financial statement item includes
the surplus from the merger by incorporation of the subsidiary Interporti Lombardi S.p.A, completed in
October 2008. This merger surplus resulted from the difference between the shareholders' equity of
the incorporated entity, equal to EUR 665 thousand, and the value of the investment held by FNM in
Interporti Lombardi S.p.A., equal to EUR 500 thousand. This reserve did not change compared to the
previous year.
Legal reserve
This item increased due to the allocation of the result for 2023. In this regard, it should be highlighted
that, on 22 April 2024 the Shareholders' Meeting approved the separate financial statements of the
Company at 31 December 2023 and resolved to allocate profit for the year as follows:
• EUR 711 thousand to legal reserve;
• EUR 3,536 thousand to the extraordinary reserve;
• EUR 10,000 thousand as distribution of the ordinary dividend to Shareholders.
Demerger surplus reserve
During 2010, FERROVIENORD was demerged in favour of FNM, with reference to the demerged unit
represented, in terms of assets, by the investment held in the share capital of the company DB Cargo
Italia S.r.l. (40%) and, in terms of liabilities, by the portion of shareholders' equity comprising "Retained
earnings" equal to EUR 3,066,706. The demerger led to a decrease in the shareholders' equity of
FERROVIENORD from EUR 53,022,518 to EUR 49,955,812, with a reduction equal to 5.7838%; therefore
the carrying amount of the investment in FERROVIENORD was reduced by the same percentage, with a
write-down of EUR 234,548. The difference between the carrying amount of the investment in DB Cargo
Italia S.r.l. and the decrease in the carrying amount of the investment in FERROVIENORD, equal to EUR
2,832,158, was therefore identified in the demerger surplus reserve in shareholders' equity. This
reserve did not change compared to the previous year.
Extraordinary reserve
This item increased due to the allocation of the result for 2023, as already indicated in the item on the
"Legal reserve".
Retained earnings
The item remained unchanged from the previous year.
Reserve for actuarial gains/losses
This item refers to cumulative actuarial gains and losses at 31 December 2024, from the measurement
of post-employment benefit, net of the related tax effect, in accordance with IAS 19.

Financial Report as at 31 December 2024 | page 365

| FNM Group

NOTES 13
CURRENT AND NON-CURRENT PAYABLES TO BANKS
Payables to banks at 31 December 2024 and 31 December 2023 are broken down as follows:

Description | 31/12/2024
Non-Current | Current | Total
Bridge Loan - Intesa 2024 | — | 85,435,192 | 85,435,192
RCF credit facility | — | 35,292,583 | 35,292,583
EIB Funding | 8,415,133 | 8,411,794 | 16,826,927
Payables to banks | 8,415,133 | 129,139,569 | 137,554,702

Description | 31/12/2023
Non-Current | Current | Total
EIB Funding | 16,792,752 | 8,387,927 | 25,180,679
Payables to banks | 16,792,752 | 8,387,927 | 25,180,679

The item " Bridge Loan - Intesa 2024" is entirely attributable to the short-term loan, signed on 19
February 2024 with Intesa Sanpaolo S.p.A., for EUR 85,000 thousand, for the payment of the purchase
price of Viridis.
The loan agreement expired on 19 February 2025, with FNM's option to extend the term until 19 August
2025. The option to extend the reimbursement term was exercised on 20 January 2025.
The financing includes the following covenants:
(i) the ratio of Group Net Debt to Shareholders' Equity, calculated at the level of the
Consolidated Financial Statements and Consolidated Interim Report, equal to or less than: a) as at 30
June 2024, x≤ 3.00 and b) as from 31 December 2024, x≤ 2.50;
(ii) the ratio of Group Net Debt to EBITDA, calculated at the level of the Consolidated Financial
Statements and the Consolidated Interim Report, is equal to or less than 5.85x; and
(iii) the ratio of EBITDA to Net Financial Expenses, calculated at the level of the Consolidated
Financial Statements and the Consolidated Interim Report, is equal to or greater than 5.77x.
As at the closing date of 31 December 2024, based on available data, these covenants have been met.
The Loan Agreement also provides for some mandatory repayment clauses upon the occurrence of
certain events (downgrading of the rating to sub-investment grade, change of control, etc...).
As part of the financing activities for the acquisition of the shares of Viridis Energia S.p.A., FNM entered
into a Revolving Credit Facility ("RCF ") with Banca Intesa Sanpaolo S.p.A. on 25 July 2024 for a maximum
amount of EUR 40,000 thousand with a term of 24 months from the date of signing. The line, recorded
under the item ’RCF credit line', was utilised in three tranches with a 6-month maturity on 3 October
2024 for EUR 20,000 thousand; on 22 October 2024 for EUR 7,000 thousand; and on 15 November 2024
for EUR 8,000 thousand.
The variable interest rate applied is 6-month Euribor with a spread of 0.90% per annum.
The item "EIB Funding" is entirely attributable to the disbursement of the loan taken out by the
Company from the European Investment Bank on 21 December 2017, for a total maximum amount of
EUR 50,000 thousand. The purpose of the loan is to guarantee the financial coverage of the investment
totalling EUR 95,100 thousand, pertaining to the purchase of nine 6-body electric trains to be used for
the development and enhancement of the cross-border services connected with the opening of the
Monte Ceneri base tunnel.
The loan was fully disbursed in the course of 2020. In particular, on 20 March 2020, the first tranche of
EUR 10,000 thousand was disbursed, and on 12 October 2020 the second tranche of EUR 40,000
thousand. The first tranche of the loan has a fixed rate of 0.377%, with six-year maturity and repayment
plan in constant annual instalments with the first due date on 1 February 2021. The second tranche of

Financial Report as at 31 December 2024 | page 366

| FNM Group

the loan has a fixed rate of 0.446%, with six-year maturity and repayment plan in constant annual
instalments with the first due date on 12 October 2021.
Both instalments falling due during the year, amounting to EUR 8,315 thousand, were repaid.
The contract makes provision, effective from the monitoring date of 31 December 2021, for the
following financial covenants, calculated on the Group's Consolidated Financial Statements (Annual and
Interim):
• NFP/SE ≤ 3.0 at the calculation date of 31 December 2023 and 30 June 2024, ≤ 2.5 for subsequent
calculation dates;
• NFP/EBITDA ≤ 5.85;
• EBITDA/Financial expenses ≥ 5.77.
As at the closing date of 31 December 2024 , based on available data, these covenants have been
respected.
Please also note that, aside from the above-mentioned loans, the Company has liquidity headroom of
around EUR 140,000 thousand uncommitted lines, thereby offering sufficient financial flexibility.
Reference is made to section 8.2 of the management report for detailed information about the
Company's financial structure.
NOTES 14
BOND, CURRENT AND NON-CURRENT FINANCIAL PAYABLES AND
LEASE LIABILITIES

Description | 31/12/2024
Non-Current | Current | Total
Payables to bondholders | 647,318,628 | 961,644 | 648,280,272
Bond loan | 647,318,628 | 961,644 | 648,280,272

Description | 31/12/2023
Non-Current | Current | Total
Payables to bondholders | 645,847,833 | 961,242 | 646,809,075
Bond loan | 645,847,833 | 961,242 | 646,809,075

On 13 October 2021, the Company completed the placement of a non-convertible senior unsecured
bond for EUR 650,000 thousand, with a duration of five years. The bond represents the inaugural issue
under the Euro Medium Term Non-Convertible Note Programme (the "EMTN Programme") of up to EUR 1
billion, the establishment of which was approved by FNM's Board of Directors on 16 September 2021.
The bond is listed on the regulated market of the Irish Stock Exchange - Euronext Dublin. The issue was
settled on 20 October 2021.
The securities were placed at an issue price of 99.824% with a fixed rate with an annual coupon of
0.75% and an annual yield of 0.786%, corresponding to a spread of 88 basis points with respect to the
mid-swap reference rate. The securities representing the bond have been assigned a Baa3 rating by
Moody’s and a BBB rating by Fitch, in line with those of the issuer. The bond is not subject to covenants.
The proceeds of the bond loan were used for the acquisition of Milano Serravalle - Milano Tangenziali
S.p.A., and for the remaining part to maintain adequate levels of liquidity to meet operating and
investment needs.
The fair value of the Bond was approximately EUR 630.2million at 31 December 2024.

Financial Report as at 31 December 2024 | page 367

| FNM Group

The Company is committed to refinancing the bond, maturing in October 2026, also in order to ensure
financial coverage for future investments envisaged in the 2025-2029 Business Plan. The activities
carried out to date aim to lengthen the average maturity of debt in order to strengthen the Group's
financial structure and consolidate its investment grade rating . To date, formal support has been
obtained from three leading banks for the definition of the new medium- and long-term financial
strategy. Work is ongoing to finalise the Term Sheet with the lenders.
Other financial liabilities as at 31 December 2024 and 31 December 2023 are detailed below:

Description | 31/12/2024
Non-Current | Current | Total
Financial Debt – Viridis Earn-Out | 22,867,000 | — | 22,867,000
Payables current accounts to third parties | — | 2,266,162 | 2,266,162
Financial payables | 22,867,000 | 2,266,162 | 25,133,162
Payables current accounts to related parties | — | 396,395,603 | 396,395,603
Financial payables to related parties (Note 34) | — | 396,395,603 | 396,395,603
Total | 22,867,000 | 398,661,765 | 421,528,765

Description | 31/12/2023
Non-Current | Current | Total
Payables current accounts to third parties | — | 2,988,257 | 2,988,257
Financial payables | — | 2,988,257 | 2,988,257
Payables current accounts to related parties | — | 295,269,423 | 295,269,423
Financial payables to related parties (Note 34) | — | 295,269,423 | 295,269,423
Total | — | 298,257,680 | 298,257,680

The item “Financial Debt – Viridis Earn-Out” refers to FNM's debt arising in the context of the sale and
purchase agreement for an additional conditional consideration component calculated for each plant
that enters into production and is connected to the grid within six years from the date of execution. The
consideration paid of EUR 80,026 thousand includes an Earn-Out advance amounting to EUR 16,800
thousand to be used as compensation for the first plants that will enter into production up to this
amount. In addition to the foregoing, the conditional consideration component in excess of the down
payment already paid was preliminarily estimated at EUR 13,937 thousand, based on the plant
commissioning plan, as set forth in the Business Plan that formed the basis of the Fairness Opinion
issued by Kpmg Advisory S.p.A., concerning the purchase price. The Earn-Out will be paid by FNM to the
Sellers on a quarterly basis, in relation to projects for which the conditions for the accrual of the
relevant Earn-Out have been fulfilled, it being understood that it will only be payable once it has accrued
for an amount sufficient to compensate the earn-out.
As a result of the changes made to the investee company's plan, during the preparation of the Business
Plan, which envisages more MW installed by 2029, the updated value of the debt was determined to be
EUR 22,867 thousand, recording a financial charge of EUR 8,930 thousand (Note 30).
The item "Current account payables to third parties" refers to the cash pooling giro account with various
company entities (Supplementary FNM scheme for EUR 2,112 thousand and the FNM Company
Recreational Group for EUR 154 thousand).
The item "Current accounts payable to related parties" refers to the cash pooling giro current accounts
with investee companies, of which mainly EUR 232,982 thousand to FERROVIENORD, EUR 122,132
thousand to MISE, EUR 16,189 thousand to NORD ENERGIA, EUR 13,123 thousand to Nordcom, EUR
4,500 thousand to FNMA, EUR 2,200 thousand to E-Vai S.r.l, EUR 1,574 thousand to FNMPAY and EUR
1,477 thousands to FNM Power.

Financial Report as at 31 December 2024 | page 368

| FNM Group

The change for the year is mainly attributable to the different balance of the subsidiaries
FERROVIENORD and Milano Serravalle - Milano Tangenziali, respectively for EUR 66,636 thousand and
EUR 27,987 thousand.
Lease liabilities all relate to the application of IFRS 16 and are broken down as follows:

Description | 31/12/2024
Non-Current | Current | Total
Payables for lease agreements | 627,290 | 324,436 | 951,726
Lease liabilities | 627,290 | 324,436 | 951,726
Payables for lease agreements | 1,286,517 | 379,557 | 1,666,074
Lease liabilities to related parties (Note 34) | 1,286,517 | 379,557 | 1,666,074
Total | 1,913,807 | 703,993 | 2,617,800

Description | 31/12/2023
Non-Current | Current | Total
Payables for lease agreements | 2,186,636 | 2,127,340 | 4,313,976
Lease liabilities | 2,186,636 | 2,127,340 | 4,313,976
Payables for lease agreements | 365,187 | 167,455 | 532,642
Lease liabilities to related parties (Note 34) | 365,187 | 167,455 | 532,642
Total | 2,551,823 | 2,294,795 | 4,846,618

The value of fees recorded in the income statement for low value and short term contracts amounts to
EUR 26 thousand.
Details of minimum future payments of leases by due date and reconciliation with the relative present
value, equal to the payable recognised in the financial statements, are provided below:

Description | 31/12/2024 | 31/12/2023
Minimum future payments | Present value of minimum payments | Minimum future payments | Present value of minimum payments
Less than 1 year | 726,018 | 2,617,800 | 2,363,754 | 4,846,618
1 - 5 years | 1,975,188 | — | 2,485,072 | —
Over 5 years | 81,773 | — | 108,647 | —
Total | 2,782,979 | 2,617,800 | 4,957,473 | 4,846,618
Future interest expenses | (165,179) | — | (110,855) | —
Present value of payables related to finance leases | 2,617,800 | 2,617,800 | 4,846,618 | 4,846,618

Rates relative to payables from related parties for leases, exposed to interest rate risk, are revised over
a period of less than 12 months.
Effective interest rates at the end of the reporting periods are shown below:

Description | 2024 | 2023
Payables for lease agreements | 5,00% - 4,48% | 0,982% - 5,23%
Payables for cash pooling | 2.754% | 1.391%
Payables to bondholders | 0.9821% | 0.9821%

The rates for lease liabilities were determined on the basis of the marginal financing rates of the
Company.

Financial Report as at 31 December 2024 | page 369

| FNM Group

The due date of the non-current component of financial liabilities is shown below:

Description | 31/12/2024 | 31/12/2023
Between 1 and 2 years | 551,694 | 2,058,604
Between 2 and 5 years | 671,481,104 | 646,254,398
Over 5 years | 66,637 | 86,654
Total | 672,099,435 | 648,399,656

NOTES 15
NET FINANCIAL POSITION
Below is the breakdown of the net financial debt as at 31 December 2024 and 2023 according to
CONSOB Information Notice No. 5/21 of 29 April 2021, which replaces CONSOB Communication No.
6064293 of July 2006, and related notes that refer data in the table to data in the Statement of Financial
Position:
(in EUR thousands)

Description | 31.12.2024 | 31.12.2023 | Notes
| Total | Of which: | Total | Of which: |
| related parties | related parties |
A. Cash and cash equivalents | 311,030 | — | 268,892 | — | 11
B. Cash equivalents | 80,000 | — | — | — |
C. Other current financial assets | — | — | — | — |
D. Liquidity (A+B+C) | 391,030 | — | 268,892 | — |
E. Current financial payables | (519,390) | (396,395) | (298,258) | (295,270) | 13 - 14
F. Current portion of non-current financial payables | (10,077) | (380) | (11,644) | (167) | 13 - 14
G. Current financial debt (E+F) | (529,467) | (396,775) | (309,902) | (295,437) |
H. Net current financial debt (G - D) | (138,437) | (396,775) | (41,010) | (295,437) |
I. Non-current financial debt | (33,196) | (1,287) | (19,345) | (365) | 13 - 14
J. Debt instruments | (647,319) | — | (645,848) | — |
K. Trade and other non-current payables | — | — | — | — |
L. Non-current financial debt (I+J+K) | (680,515) | (1,287) | (665,193) | (365) |
M. Total Financial debt (H+L) | (818,952) | (398,062) | (706,203) | (295,802) |

Since the Net Financial Position is not a measure whose determination is regulated by the Company's accounting standards, the criteria
for determining it applied by the Company may not be consistent with those adopted by other companies, and is therefore not
comparable.
Current financial debt includes the balance of the giro accounts in cash pooling with respect to the
subsidiaries and joint ventures and corporate entities for a total of EUR 398,662 thousand (EUR 298,258
thousand at 31 December 2023) (Note 14) and the current payables to banks of EUR 119,952 thousand.
The item "F. Current portion of non-current financial payables" includes the current portion of lease
payables amounting to EUR 704 thousand ( (Note 14), payables to banks (Note 13) in the amount of
EUR 8,412 thousand and accruals on the bond of EUR 962 thousand.
Item "I. Non-current financial payables" primarily includes the non-current portion of bank payables
amounting to EUR 8,415 thousand, and the non-current portion of lease payables (Note 14).

Financial Report as at 31 December 2024 | page 370

| FNM Group

As concerns indirect financial debt reference should be made to Note 20 for the provisions recognised
in the financial statements, and the final commitments at 31 December 2024that oblige the Company
to acquire or construct an asset in the next 12 months are shown below:

Description | Amount
Investments in rolling stock with own funds | 41,614
Funded investments in rolling stock | 11,988
Other investments | 844
Total | 54,446

NOTES 16
OTHER CURRENT AND NON-CURRENT LIABILITIES
The following tables show the breakdown of the item at 31 December 2024 and 31 December 2023:

Description | 31/12/2024
Non-Current | Current | Total
Personnel | — | 4,293,006 | 4,293,006
Social security agencies | — | 1,392,074 | 1,392,074
Capital grants | 1,140,018 | 48,251 | 1,188,269
Corporate Bodies | — | 68,106 | 68,106
Other | 1,225,372 | 457,013 | 1,682,385
Other liabilities | 2,365,390 | 6,258,450 | 8,623,840
Milano Serravalle Tangenziali S.r.l. | — | — | —
FERROVIENORD S.p.A. | — | 10,015,191 | 10,015,191
FNM Autoservizi S.p.A. | — | 1,120,387 | 1,120,387
Malpensa Intermodale S.r.l. | — | 549,498 | 549,498
E-Vai S.r.l. | — | 527,712 | 527,712
FNMPAY S.p.A. | — | 459,806 | 459,806
Malpensa Distripark S.r.l. | — | 266,183 | 266,183
Corporate Bodies | — | 192,049 | 192,049
Trenord S.r.l. | — | 54,869 | 54,869
DB Cargo Italia S.r.l. | — | 47,010 | 47,010
Nord_Ing S.r.l. | — | 34,282 | 34,282
NORD ENERGIA S.p.A. | — | 23,931 | 23,931
FNM Power S.p.A. | — | 9,301 | 9,301
Regione Lombardia Capital grants | 3,495,380 | 145,640 | 3,641,020
Other liabilities to related parties (Note 34) | 3,495,380 | 13,445,859 | 16,941,239
Total | 5,860,770 | 19,704,309 | 25,565,079

Financial Report as at 31 December 2024 | page 371

| FNM Group

Description | 31/12/2023
Non-Current | Current | Total
Personnel | — | 4,044,847 | 4,044,847
Capital grants | 1,188,269 | 48,251 | 1,236,520
Social security agencies | — | 1,294,932 | 1,294,932
Corporate Bodies | — | 53,483 | 53,483
Security deposits | 14,769 | — | 14,769
Other | 1,237,230 | 401,611 | 1,638,841
Other liabilities | 2,440,268 | 5,843,124 | 8,283,392
FNM Autoservizi S.p.A. | — | 1,415,071 | 1,415,071
E-Vai S.r.l. | — | 705,005 | 705,005
FNMPAY S.p.A. | — | 490,252 | 490,252
Malpensa Intermodal | — | 211,595 | 211,595
Corporate Bodies | — | 191,119 | 191,119
Malpensa Distripark | — | 114,398 | 114,398
Nord Energia S.p.A. in liquidation | — | 88,565 | 88,565
Milano Serravalle Engineering S.r.l. | — | 58,022 | 58,022
Trenord S.r.l. | — | 54,874 | 54,874
Nord_Ing S.r.l. | — | 50,099 | 50,099
NordCom S.p.A. | — | 27,791 | 27,791
ATV S.p.A. | — | 13,500 | 13,500
FNM Power S.r.l. | — | 11,507 | 11,507
Regione Lombardia Capital grants | 3,641,021 | 145,640 | 3,786,661
Other liabilities to related parties (Note 34) | 3,641,021 | 3,577,438 | 7,218,459
Total | 6,081,289 | 9,420,562 | 15,501,851

Other liabilities - Personnel and social security institutes
Payables to personnel refer to December 2024 amounts paid in January 2025, bonuses and holidays
accrued but not taken, while payables to social security institutes concern social security and insurance
payments relative to different categories of employees and staff.
Other liabilities - other
The item includes, under "Other non-current liabilities", EUR 1,088 thousand for the deferred income
relative to future maintenance costs for own rolling stock, with advances paid by lessees.
Other liabilities to related parties - current
The item also includes entries arising from Tax Consolidation for EUR 12,967 thousand (EUR 3,056
thousand at 31 December 2023), mainly to FERROVIENORD for EUR 10,015 thousand (credit as at 31
December 2023), mainly to FNM Autoservizi for EUR 1,120 thousand (EUR 1,415 thousand as at 31
December 2023), to E-Vai for EUR 528 thousand (EUR 705 thousand at 31 December 2023), to FNMPAY
for EUR 460 thousand (EUR 463 thousand as at 31 December 2023), to Malpensa Intermodale for EUR
549 thousand (EUR 212 thousand as at 31 December 2023), to Malpensa Distripark for EUR 266
thousand (EUR 98 thousand as at 31 December 2023), to FNM Power for EUR 9 thousand (EUR 11
thousand as at 31 December 2023) relative to subsidiaries being recognised as having an income equal
to 100% the tax benefit transferred to the Parent, in accordance with the National Tax Consolidation
scheme.
This item includes payables to subsidiaries which refer to amounts resulting from Group VAT equal to
EUR 58 thousand (EUR 116 thousand at 31 December 2023), in particular to NORD_Ing, for EUR 34
thousand and Nord Energia for EUR 24 thousand.

Financial Report as at 31 December 2024 | page 372

| FNM Group

The balance of grants received at 31 December 2022 in relation to investments made in previous years
amounted to EUR 4,807 thousand (Note 1). This amount consists of:
Regione Lombardia capital grants
Capital grants were provided by the Regione Lombardia for the renovation of the building in Piazzale
Cadorna. The decrease in the year is due to the recognition in the income statement of the grant,
according to procedures defined in the accounting standard on government grants, of an annual
amount of EUR 146 thousand.
Third-party capital grants
Capital grants concern loans received in 2001 from the Ministry of Public Works pursuant to Law
270/97, for the rectification works at the Cadorna station in Milan, in addition to a loan received from
the EU for TILO trains. The decrease in the year is due to the recognition in the income statement of the
grant, according to procedures defined in the accounting standard on government grants, of an annual
amount of EUR 48 thousand.
NOTES 17
POST-EMPLOYMENT BENEFITS

Description | 31/12/2024 | 31/12/2023
Present value of the post-employment benefit liability, calculated on the basis of demographic and financial assumptions | 862,395 | 977,480
Total | 862,395 | 977,480

The amount of the cost recognised in the income statement relative to post-employment benefit is
broken down as follows:

Description | 2024 | 2023
Cost of services and interest | 27,968 | 37,939
Total | 27,968 | 37,939

The change in the liability relative to post-employment benefit is shown below:

Description | 31/12/2024 | 31/12/2023
Debt at the start of the year | 977,480 | 1,135,579
Actuarial gains | (26,878) | 23,074
Cost of services and interest | 27,968 | 37,939
Uses/Transfers | (116,175) | (219,112)
Debt at the end of the year | 862,395 | 977,480

The following main actuarial assumptions were used:

Description | 2024 | 2023
Discount rate | 3.20 | 3.10
Annual rate of compensation increase | 1.00 | 1.00
Annual rate of inflation | 2.00 | 2.50
Annual rate of post-employment benefit increase | 3.00 | 3.38

Financial Report as at 31 December 2024 | page 373

| FNM Group

The annual discounting rate, used to determine the present value of the obligation, was inferred from
the Iboxx Eurozone Corporate AA index (3.1% at 31 December 2023) according to ESMA provisions.
Assumptions concerning mortality are based on the probability of death of the Italian population
identified by ISTAT in 2000, by age and gender and reduced by 25% to take into account the average of
active workers' characteristics and the decrease in mortality registered in recent years.
The sensitivity analysis carried out on the average annual discount rate entered in the calculation
model is shown below, considering the scenario described above as the base scenario and increasing
or reducing the average annual discount rate by half a percentage point. The results obtained are
summarised in the following table:

Annual discount rate | 1.00% | -1.00%
Post-employment benefits | 817,676 | 911,281

Considerations on the estimate of the item are included in the section “Items subject to significant
assumptions and estimates".
NOTES 18
TRADE PAYABLES
Trade payables at 31 December 2024 and 2023 comprise the following:

Description | 31/12/2024 | 31/12/2023
Third party suppliers | 34,267,544 | 16,185,252
Trade payables | 34,267,544 | 16,185,252
Trenord S.r.l. | 14,983,632 | 9,784,463
NordCom S.p.A. | 920,510 | 3,790,437
FERROVIENORD S.p.A. | 466,830 | 893,675
DB Cargo Italia S.r.l. | 218,800 | —
NORD_ING S.r.l. | 71,597 | 71,365
E-Vai S.r.l. | 67,303 | 61,867
Malpensa Intermodale S.r.l. | 14,198 | 18,359
FNMPAY S.p.A. | 11,392 | 12,015
Viridis Energia S.p.A. | 4,743 | —
Milano Serravalle-Milano Tangenziali S.p.A. | — | 268,551
Malpensa Distripark S.r.l. | — | 924
FNM Autoservizi S.p.A. | — | 36,124
Trade payables to related parties (Note 34) | 16,759,005 | 14,937,780
Total | 51,026,549 | 31,123,032

‘Payables to third-party suppliers' increased by EUR 18,082 thousand in connection with higher invoices
to be received for progress payments on the hydrogen-powered rolling stock job order. Payables to
suppliers for investments at 31 December 2024 amounted to EUR 30,429 thousand (EUR 12,219
thousand at 31 December 2023).
The item "Payables to suppliers related parties" increased by EUR 1,821 thousand due to higher cyclical
maintenance activities performed and recharged in the year 2024 by Trenord. This effect is partially
offset by lower payables to Nordcom due to different payment schedules.

Financial Report as at 31 December 2024 | page 374

| FNM Group

NOTES 19
PAYABLES FOR TAXES AND DUTIES
Tax payables refer to amounts owing to the financial administration for:

Description | 31/12/2024 | 31/12/2023
Income tax employees and contractors | 966,509 | 983,148
Withholdings to be paid | 64,481 | 38,078
Post-employment benefit substitute tax | 1,903 | 1,785
Total tax payables | 1,032,893 | 1,023,011
IRES (CORPORATE INCOME TAX) | — | 3,538,887
Total Payables for taxes | — | 3,538,887

The decrease in the item 'IRES' is entirely attributable to the payment of the payable to the Revenue
Agency 2023 for the Group Tax Consolidation. The net balance with the Revenue Agency as at 31
December 2024 constitutes a receivable (Note 10) and relates to the higher advance payments made by
the Group with respect to taxes for the year.
NOTES 20
PROVISIONS FOR RISKS AND CHARGES
Provisions for risks and charges comprise the following:

Description | Non-current: future costs Affori | Current: Renewal of the National Collective Bargaining Agreement | Current: other risks | Total
Balance as at 01.01.2023 | 233,464 | — | 430,000 | 663,464
Uses | — | — | (17,081) | (17,081)
Balance as at 31.12.2023 | 233,464 | — | 412,919 | 646,383
Increases | — | 404,902 | — | 404,902
Balance as at 31.12.2024 | 233,464 | 404,902 | 412,919 | 1,051,285

Provisions for risks and charges - non-current
The amount of EUR 234 thousand, unchanged compared to the previous year, refers to estimated costs
the Company will have to pay for commitments undertaken in relation to the sale of areas next to the
Affori station in Milan, the commitment to carry out actives related to the Integrated Re-qualification
Plan, such as land clean-up, development of urban infrastructure works, move of the electric power
unit.
Provisions for risks and charges - current - Renewal of the National Collective Bargaining Agreement
The increase in the year relates to the estimated cost for the renewal of the National Collective Labour
Agreement for Bus and Coach Operators, which expired on 31 December 2023.
The national collective bargaining agreement for bus and coach drivers was first agreed for renewal in
December 2024. The agreement reached at national level provides for a salary increase of EUR 200 to
be recognised in the two-year period 2025/2026 and a one-off contribution, which will be paid in the
financial year 2025.

Financial Report as at 31 December 2024 | page 375

| FNM Group

The provision also relates to the coverage by company bargaining on the contractual holiday period
that will be defined in the financial year 2025.
Provisions for risks and charges - current - other risks
The provision, attributable to future charges to be incurred for pending litigation, remained unchanged
from the previous year.
Considerations on the estimates used in assessing litigation and potential liabilities are made in the
section "Items subject to significant assumptions and estimates".

Financial Report as at 31 December 2024 | page 376

| FNM Group

INCOME STATEMENT
NOTES 21
REVENUES FROM SALES AND SERVICES
Revenues comprise the following:

Description | 2024 | 2023
Property income | 402,433 | 395,042
Operating leases | 143,000 | —
Others services | 15,000 | 427,320
Revenues from sales and services | 560,433 | 822,362
Operating leases | 46,415,636 | 55,180,340
Central services for the Group | 27,488,203 | 24,571,947
Property income | 938,413 | 945,655
Train order overheads | 313,880 | —
Revenues from sales and services to related parties (Note 34) | 75,156,132 | 80,697,942
Total | 75,716,565 | 81,520,304

Property income
This item refers to revenues realised with FNM group companies and third parties, only for property
rentals.
Operating leases
The operating leases relate to the leasing of a DE520 locomotive to a third party customer.
Others services
In 2023 income was recorded from the sale to Ferrovie del Sud Est, for EUR 427 thousand, of the
framework agreement signed with the supplier Alstom for the supply of 2 hydrogen-powered trains.
Operating leases - related parties
Revenues for operating leases recorded a net decrease of EUR 8,765 thousand, mainly due to the
changes indicated below:
• lower revenues for the rental of FLIRT TILO, TSR, CSA, Coradia and TAF trains to Trenord due to the
signing of new contracts that provided for a reduction in the rental fee of EUR 8,115 thousand;
• lower rental revenues for the BR 189, E494 and E483 locomotives, following contract renewals, for
EUR 354 thousand, EUR 281 thousand and EUR 135 thousand, respectively;
• higher revenues for the hire of DE520 locomotives, in the amount of EUR 120 thousand;

Financial Report as at 31 December 2024 | page 377

| FNM Group

The details of the revenues deriving from leases broken down by fleet are shown below:
(in EUR thousands)

Description | 2024 | 2023
10 4-body TSR | 9,159 | 10,783
7 6-body TSR | 8,129 | 9,765
10 6-body CORADIA | 7,481 | 9,395
8 CSA | 2,595 | 3,771
9 FLIRT TILO | 8,226 | 9,486
25 TAF | 3,666 | 3,793
8 Loc. E 483 | 2,344 | 2,479
4 Loc. E494 TRAXX F140 DC3 | 1,610 | 1,891
14 Loc. DE520 | 1,753 | 1,633
2 TSR | 704 | 923
4 Loc. EFFISHUNTER EFF1000 | 736 | 894
1 Loc. ES64 F4 | — | 354
1 Bus | 13 | 13
Total | 46,416 | 55,180

Revenues from operating leases with related parties refer to the contracts listed below:

Lessee | Subject | Starting date of the agreement | Ending date of the agreement
Trenord S.r.l. | 25 TAF | 01/01/2024 | 31/11/2033
Trenord S.r.l. | 4 Loc. DE 520 | 01/01/2021 | 31/12/2025
DB Cargo Italia S.r.l. | 4 Loc. DE 520 | 01/01/2024 | 31/12/2027
DB Cargo Italia S.r.l. | 4 Loc. DE 520 | 01/01/2024 | 31/12/2025
Trenord S.r.l. | 1 Loc. DE 520 | 01/01/2025 | 31/12/2029
DB Cargo Italia S.r.l. | 1 Loc. DE 520 | 01/01/2024 | 31/03/2024
DB Cargo Italia S.r.l. | 1 Loc. DE 520 | 01/01/2024 | 31/01/2024
Captrain Srl | 1 Loc. DE 520 | 01/02/2024 | 31/12/2025
DB Cargo Italia S.r.l. | 4 Loc. E 483 | 01/01/2024 | 31/12/2025
DB Cargo Italia S.r.l. | 4 Loc. E 483 | 01/01/2024 | 31/12/2030
DB Cargo Italia S.r.l. | 4 Loc. E494 TRAXX F140 DC3 | 01/01/2023 | 31/12/2024
Trenord S.r.l. | 2 Loc. DE 744 Effishunter | 20/11/2020 | 17/11/2030
Trenord S.r.l. | 2 Loc. DE 744 Effishunter | 20/11/2020 | 22/02/2031
Trenord S.r.l. | 3 FLIRT TILO | 18/06/2020 | 23/11/2032
Trenord S.r.l. | 1 FLIRT TILO | 18/06/2020 | 22/12/2032
Trenord S.r.l. | 1 FLIRT TILO | 18/06/2020 | 02/02/2033
Trenord S.r.l. | 4 FLIRT TILO | 18/06/2020 | 05/05/2034
Trenord S.r.l. | 2 TSR | 01/01/2024 | 30/11/2033
Trenord S.r.l. | 8 CSA | 01/01/2024 | 30/11/2033
Trenord S.r.l. | 10 CORADIA | 01/01/2024 | 30/11/2033
Trenord S.r.l. | 7 6-body TSR | 01/01/2024 | 30/11/2033
Trenord S.r.l. | 10 4-body TSR | 01/01/2024 | 30/11/2033

Details are given of future minimum payments of operating leases by due date:

Description | 2024 | 2023
Within 1 year | 41,845,692 | 46,545,636
Between 2 and 5 years | 154,848,304 | 158,313,440
Over 5 years | 140,818,295 | 179,198,851
Total | 337,512,291 | 384,057,927

The future minimum fees are mainly related to the 10-year expiry of active contracts with Trenord,
renewed in 2023 following signing of the Service Contract between Trenord and the Regione Lombardia
for the 2023 - 2033 period.

Financial Report as at 31 December 2024 | page 378

| FNM Group

Central services for the Group
Amounts mainly refer to the following services provided to FNM Group companies: accounting and
financial reporting, payroll processing, purchasing, treasury, SAP IT services and communication
coordination.
The increase for the year of EUR 2,916 thousand is mainly attributable to higher charge-back of service
fees.
Train order overheads
The item is entirely attributable to revenues deriving from the recovery of general expenses for the
purchase of funded hydrogen-fuelled rolling stock, for which FNM acts as implementer on behalf of the
Regione Lombardia, receiving a 1% commission on the amount of the contract itself to cover the costs
of commissioning, testing and management of the order.
NOTES 22
GRANTS
Grants comprise the following:

Description | 2024 | 2023
Other grants | 60,384 | 60,384
Capital grants | 48,252 | 48,251
Grants | 108,636 | 108,635
Regione Lombardia capital grants | 145,640 | 436,099
Grants to related parties (Note 34) | 145,640 | 436,099
Total | 254,276 | 544,734

Regione Lombardia capital grants
This item includes grants received for the construction of the Cadorna Terminal (EUR 146 thousand)
(Note 16).
The change in the year is attributable to the cancellation of the grants received for the purchase of the
TAF trains and the Golasecca museum , which were distributed in linear fashion over the useful life of
the assets to which they referred.
Information required by article 1, paragraphs 125 and subsequent of Law 124/2017
As regards information required by article 1, paragraphs 125 and subsequent of Law 124/2017, it is
pointed out that no amounts were received from the public administration in 2024.

Provider | Subject | Amount Collected in 2024 | Amount for 2024
Ministry of Economy and Finance | Facade Bonus |  | 60

Financial Report as at 31 December 2024 | page 379

| FNM Group

NOTES 23
OTHER INCOME
Other income comprises the following:

Description | 2024 | 2023
Other income | 522,001 | 472,571
Non-recurring income | 205,450 | 238,740
Insurance pay-outs | 578 | 30,000
Other income | 728,029 | 741,311
Sundry income with related parties | 2,575,998 | 2,982,602
Other income from related parties (Note 34) | 2,575,998 | 2,982,602
Total | 3,304,027 | 3,723,913

Sundry income with related parties
This item primarily includes costs recharged for personnel seconded to Group companies and other
costs. The decrease in the year is mainly attributable to the lower charge-backs of costs incurred on
behalf of investee companies.
NOTES 24
SERVICE COSTS
The next table shows the breakdown of this item:

Description | 2024 | 2023
Consulting | 2,524,217 | 1,956,911
Marketing and advertising | 1,796,052 | 1,680,937
Insurance | 970,161 | 1,097,050
Expenses for employees | 1,693,813 | 1,220,842
Coordinated and continuous services | 614,382 | 719,257
Cleaning expenses | 217,797 | 220,765
Motor vehicles management | 372,084 | 341,974
Legal and notary fees | 158,772 | 93,619
Corporate bodies | 130,311 | 105,393
Third-party services – Maintenance | 143,918 | 112,057
Third-party services – Maintenance of rolling stock | 78,157 | 5,960
Utilities | 116,270 | 105,073
Real estate management | 90,505 | 74,140
Other charges | 2,263,838 | 1,836,345
Service costs | 11,170,277 | 9,570,323
Costs for IT services | 8,940,600 | 7,902,027
Corporate bodies | 1,411,425 | 1,178,299
Real estate lease fees | 13,805 | 0
Third-party services – Maintenance of rolling stock | 39,352 | 0
Miscellaneous services | 1,920,471 | 1,408,993
Service costs from related parties (Note 34) | 12,325,653 | 10,489,319
Total | 23,495,930 | 20,059,642

Financial Report as at 31 December 2024 | page 380

| FNM Group

Service costs - third parties
Service costs with third parties recorded a net increase of EUR 1,600, mainly due to the changes
analysed below:
Consulting
During the year, more consulting service costs were incurred, amounting to EUR 567 thousand, mainly
in connection with increased strategic consulting for the development of the business plan.
Expenses for employees
During the year, higher costs of EUR 473 thousand were incurred, mainly related to corporate welfare,
the search and selection of managerial figures and personnel training.
Other charges
During the year, higher costs were incurred for various services amounting to EUR 427 thousand.
Service costs – related parties
Costs for related-party services recorded a net decrease of EUR 1,837 thousand. In particular, charges
for IT services invoiced by Nordcom increased by EUR 1,039 thousand compared to the previous year,
due to the increase in distributed IT costs, in the amount of EUR 777 thousand, SAP 4/HANA fees, in the
amount of EUR 340 thousand, and project fees, in the amount of EUR 318 thousand.
Miscellaneous services
This item includes disaggregate amounts of a various nature and not individually significant, mainly for
costs recharged for seconded personnel (EUR 435 thousand), condominium expenses (EUR 387
thousand), the property management service provided by Ferrovienord for EUR 293 thousand.
The change in the 2024 financial year is attributable to higher costs incurred to support the new
Discovera brand, in the amount of EUR 340 thousand, as well as charge-backs of costs related to the
Piantalalì project, in the amount of EUR 239 thousand.
NOTES 25
PERSONNEL COSTS
The item “personnel costs” is broken down as follows:

Description | 2024 | 2023
Wages and salaries | 14,627,364 | 13,308,218
Social security contributions | 4,341,750 | 3,988,085
Pension liabilities | 789,000 | 362,000
Other costs | 1,043,108 | 950,701
Total | 20,801,222 | 18,609,004

Personnel costs increased by EUR 2,192 thousand, in relation to the increase in the average number of
employees (+8), due to the accrual of EUR 405 thousand to the provision for the renewal of the national
collective labour agreement, as well as to the higher retirement benefits paid, in the amount of EUR 427
thousand.
The Company applies the bargaining agreement for the railway/tram sector for all employees, apart
from senior managers, for whom the contract for senior managers of industrial companies is applied.

Financial Report as at 31 December 2024 | page 381

| FNM Group

The average number of employees per category for the current year and comparative year, is shown
below:

Description | 2024 | 2023
Executives | 28 | 26
Middle managers | 56 | 54
Office workers | 126 | 122
Total | 210 | 202

NOTES 26
DEPRECIATION, AMORTISATION AND WRITE-DOWNS
The next table shows the breakdown of this item:

Description | 2024 | 2023
Amortisation of intangible assets | 1,698,956 | 1,644,769
Depreciation | 27,397,628 | 27,222,046
Amortisation of right of use | 2,081,503 | 2,366,119
Asset impairment | 435,560 | 826,015
Total | 31,613,647 | 32,058,949

Amortisation of intangible assets
This item mainly refers to the amortisation of SAP modules used in administration service activities.
Depreciation
This item increased by EUR 176 thousand mainly due to higher depreciation related to the revamping
and refurbishment of TAF trainsets.
Amortisation of right of use
Amortisation of right-of-use decreased by EUR 285 thousand due to the early termination of the
contract for three Bombardier E494 TRAXX DC locomotives.
Asset impairment
The amount is entirely attributable to the adjustment to the appraised value of the ES64 F4 locomotive,
already partially written down in the year 2023, for EUR 771 thousand. The item in the year 2023 also
included the write-down of the cyclical maintenance of 1 TSR 5-body rolling stock in the amount of EUR
55 thousand.

Financial Report as at 31 December 2024 | page 382

| FNM Group

NOTES 27
OTHER OPERATING COSTS
Other operating costs are analysed in the following table:

Description | 2024 | 2023
Membership fees | 1,071,929 | 935,597
Taxes and duties | 375,319 | 375,286
CDP Infratech Fund Management Fees | 204,761 | 209,714
Non-recurring expenses | 119,012 | 84,275
Newspapers and magazines | 57,395 | 54,501
Losses on receivables | 28,435 | —
Capital losses | 1 | 97,901
Other charges | 7,977 | 6,439
Other operating costs | 1,864,829 | 1,763,713
Other charges | 107,793 | 47,562
Other operating costs to related parties (Note 34) | 107,793 | 47,562
Total | 1,972,622 | 1,811,275

The item “Membership fees” includes the contribution paid during the year to the “National Centre for
Sustainable Mobility” Foundation, amounting to EUR 400 thousand.
The item "CDP Infratech Fund management fees" is the annual management fee for the CDP Infratech
Fund (Note 4).
The item "Taxes and duties” includes costs incurred by the Company for IMU (Municipal Property Tax),
equal to EUR 308 thousand (unchanged with respect to the previous year).
NOTES 28
DIVIDENDS
This item is broken down as follows:

Description | 2024 | 2023
Milano Serravalle – Milano Tangenziali S.p.A. | 23,400,000 | 23,400,000
NORD ENERGIA S.p.A. | 2,067,078 | 2,761,023
DB Cargo Italia S.r.l. | — | 920,000
Omnibus Partecipazioni S.r.l. | 950,000 | 900,000
Dividends | 26,417,078 | 27,981,023

On 10 April 2024 , the Shareholders' Meeting of Milano Serravalle - Milano Tangenziali S.p.A. resolved to
distribute a total dividend of EUR 23,400,000 entirely attributable to the Company.
On 16 April 2024, the Shareholders' Meeting of Nord Energia S.p.A. resolved on the distribution of a
total dividend of EUR 3,445,130; the amount due to the Company totals EUR 2,067,078.
On 17 April 2024, the Shareholders' Meeting of Omnibus Partecipazioni S.r.l. resolved on the
distribution of a total dividend of EUR 1,900,000; the amount due to the Company totals EUR 950,000.

Financial Report as at 31 December 2024 | page 383

| FNM Group

NOTES 29
FINANCIAL INCOME
Financial income concerns:

Description | 2024 | 2023
Bank current accounts and deposits | 7,993,965 | 3,637,787
Capital gain from sale of equity investments | — | 2,087,889
Interest on credit reimbursement for taxes | — | 172,891
Other | 127 | 17,372
Financial income | 7,994,092 | 5,915,939
Intergroup current accounts | 22,091 | 16,688
Other financial income - related parties | 889,080 | 262,529
Financial income from related parties (Note 34) | 911,171 | 279,217
Total | 8,905,263 | 6,195,156

Liquidity management
The Company manages the liquidity of all Group companies through cash pooling agreements;
therefore, FNM current accounts also have liquidity from the operations of subsidiaries.
Financial income accrued on bank current accounts increased due to both higher average liquidity and
the higher rate applied, which rose from 2.010% to 3.028%.
In addition, the Company invested part of its managed cash in 8 time deposit contracts during 2024,
with a minimum gross return of 3.35% and a maximum gross return of 3.97%.
The following overall results are presented for liquidity management:

Description | 2024 | 2023
Financial income - bank current accounts and deposits | 7,993,965 | 3,637,787
Financial income - intercompany current accounts | 22,091 | 16,688
Financial expenses - intercompany current accounts | (6,993,054) | (2,989,754)
Financial expenses - bank current accounts and deposits | (604,216) | (69,772)
Total | 418,786 | 594,949

Capital gain from sale of equity investments
The gain from the sale of investments related to the sale of the investments in La Linea, which took
place on 31 March 2023, for EUR 1,437 thousand, and in NTT, which took place on 16 January 2023, for
EUR 50 thousand.
In the financial year 2023, an adjustment of EUR 600 thousand was also recognised, arising from the 'K2
discount' relating to the sale of the investment held in DB Cargo in 2010.
Other financial income - related parties
The item includes interest on loans (Note 5) granted to subsidiaries and associates, as specified in more
detail below:
• EUR 461 thousand to Viridis Energia;
• EUR 276 thousand to Busforfun.com;
• EUR 103 thousand to Malpensa Distripark;
• EUR 50 thousand to SportIT.

Financial Report as at 31 December 2024 | page 384

| FNM Group

Effective rates of the return are indicated below:

Description | 2024 | 2023
Subsidiary and associate loans | 1,50% - 7,861% | 1,50% - 7,861%
Receivables current accounts vs subsidiaries | 2.754% | 1.391%

NOTES 30
FINANCIAL EXPENSES
Financial expenses are accrued in relation to:

Description | 2024 | 2023
Earn-Out Financial Charges - Non-Recurring | 8,930,000 | —
Financial expenses on bond | 6,346,196 | 6,325,088
Financial expenses payable on loans | 4,294,872 | 145,651
Bank current accounts | 604,216 | 69,772
Lease agreement as lessee | 55,087 | 48,293
Post-employment benefit | 27,968 | 37,939
Other | 696,193 | 55,729
Financial Expenses | 20,954,532 | 6,682,472
Intergroup current accounts | 6,993,054 | 2,989,754
SFP fair value measurement | 1,400,000 | —
Lease agreement as lessee | 71,568 | 6,690
Financial expenses to related parties (Note 34) | 8,464,622 | 2,996,444
Total | 29,419,154 | 9,678,916

Earn-Out Financial Charges - Non-Recurring
The item includes non-recurring financial expenses arising from the adjustment of the Earn-Out
Debt(Note 14) related to the acquisition of the subsidiary Viridis, in connection with the increased
capacity in terms of MW, which is expected to be installed by the subsidiary by 2029, as per the latest
approved plan.
Financial expenses on bond
This item includes the financial expenses relating to bond (Note 14) issued on 20 October 2021,
calculated by applying the amortised cost method at an effective interest rate of 0.982% (nominal rate
of 0.75%).
The second interest coupon of EUR 4,875 thousand was paid on 21 October 2024.
Financial expenses payable on loans
The item includes financial expenses relating to:
– the loan taken out by the Company from the European Investment Bank on 21 December 2017
for EUR 50 million, and calculated at the effective interest rate in application of the amortised
cost approach, equal to 0.422% on the first tranche of EUR 10 million and 0.4893% on the
second tranche of EUR 40 million, for a total of EUR 106 thousand;
– the "Project Light Financing" (Note 13) signed on 19 February 2024 with Intesa Sanpaolo S.p.A.,
for EUR 85,000 thousand, calculated at an effective interest rate of 5.2701%, for a total amount
of EUR 3,821 thousand;
– the RCF credit line (Note 13) calculated at an effective interest rate of 4.2047% for EUR 368
thousand.

Financial Report as at 31 December 2024 | page 385

| FNM Group

Lease agreement as lessee
Lease agreements as lessee are attributable to the application of IFRS 16.
SFP fair value measurement
This item includes financial expenses arising from the fair value adjustment of participating financial
instruments held in BusForFun (Note 6).
Intergroup current accounts
The increase in financial expenses with related parties is mainly due to the different payable exposure
of the investees as well as the increase in the average rate of return on capital, which went from 1.391%
in 2023 to 2.754% in 2024.
NOTES 31
INCOME TAXES
Amounts relative to current and deferred taxes are shown below:
(EUR thousands)

Description | 2024 | 2023
Total | IRES (CORPORATE INCOME TAX) | IRAP (REGIONAL BUSINESS TAX) | Total | IRES (CORPORATE INCOME TAX) | IRAP (REGIONAL BUSINESS TAX)
Current | 614 | 614 | — | (2,903) | (2,055) | (848)
Taxes for previous years | (19) | (19) | — | 664 | — | 664
Net Deferred Tax Assets | 612 | 921 | (309) | 744 | 604 | 140
Total | 1,207 | 1,516 | (309) | (1,495) | (1,451) | (44)

Taxes decreased by EUR 2,702 thousand due mainly to the lower net taxable profit for the year.
Corporate income tax - Reconciliation between the ordinary rate and effective rate

Description | 2024 | 2023
Applicable IRES rate | 24.00% | 24.00%
Non-deductible impairment | -141.17% | 33.59%
Other non-deductible costs | -224.43% | 4.19%
Expenses not deducted previously | —% | -3.10%
Non-taxable portion of dividends | -380.40% | -40.55%
ACE Deduction | —% | -4.69%
Deductible IRAP | —% | -0.37%
Deferred tax liabilities | 58.17% | -3.84%
Taxes for previous year | -1.20% | —%
Effective rate | 95.76% | 9.22%

NOTES 32
RESULT FROM DISCONTINUED OPERATIONS
No discontinued operations were recognised, as in the previous year.

Financial Report as at 31 December 2024 | page 386

| FNM Group

NOTES 33
OTHER COMPREHENSIVE INCOME
Starting from the preparation of the separate financial statements at 31 December 2011, actuarial
gains/(losses) are not recognised in the income statement, but in a specific reserve of shareholders'
equity, net of the tax effect, recognised in the statement of comprehensive income.
This item is broken down as follows:

Description | 2024 | 2023
Actuarial gain/(loss) | 26,878 | (23,074)
Tax effect | (7,948) | 6,823
Total | 18,930 | (16,251)

Financial Report as at 31 December 2024 | page 387

| FNM Group

NOTES 34
RELATED-PARTY TRANSACTIONS
FNM S.p.A. is controlled by the Regione Lombardia, which holds 57.57%, 14.74% is held by Ferrovie
dello Stato S.p.A. and the remaining interest is listed on the Standard Class 1 market of the Milan Stock
Exchange.
Therefore all transactions with the Regione Lombardia are reported under Related-Party transactions,
which include also the transactions with entities for which the Company has joint control and with
associates.
Related-party transactions are summarised in the next table:

2024 | Notes | Total | Total related parties | Of which: Parent company | Of which: Subsidiaries | Of which: Joint Venture | Of which: Associates | Of which: Management | Proportion %
STATEMENT OF FINANCIAL POSITION |  |  |  |  |  |  |  |  |
Other non-current financial assets measured at amortised cost | 5 | 51,109,744 | 51,109,744 | — | 46,059,981 | — | 5,049,763 | — | 100.0%
Other non-current financial assets measured at fair value | 6 | 1,600,000 | 1,600,000 | — | — | — | 1,600,000 | — | 100.0%
Trade receivables | 8 | 33,250,745 | 31,810,440 | 7,731,187 | 7,467,249 | 16,002,889 | 609,115 | — | 95.7%
Other current financial assets measured at amortised cost | 5 | 5,860,923 | 5,860,923 | — | 5,687,660 | — | 173,263 | — | 100.0%
Other current financial assets measured at fair value | 6 | 28,898 | 28,898 | — | — | — | 28,898 | — | 100.0%
Other current assets | 9 | 26,175,351 | 6,531,084 | — | 6,374,802 | 62,220 | 94,062 | — | 25.0%
Non-current lease liabilities | 14 | 1,913,807 | 1,286,517 | 1,281,791 | 4,726 | — | — | — | 67.2%
Other non-current liabilities | 16 | 5,860,770 | 3,495,380 | 3,495,380 | — | — | — | — | 59.6%
Current financial payables | 14 | 398,661,765 | 396,395,603 | — | 379,451,698 | 16,189,293 | 754,612 | — | 99.4%
Current lease liabilities | 14 | 703,993 | 379,557 | 338,798 | — | 40,759 |  | — | 53.9%
Trade payables | 18 | 51,026,549 | 16,759,005 | — | 1,556,573 | 14,983,632 | 218,800 | — | 32.8%
Other current liabilities | 16 | 19,704,309 | 13,445,859 | 145,640 | 12,982,360 | 78,800 | 239,059 | — | 68.2%
INCOME STATEMENT |  |  |  |  |  |  |  |  |
Revenues from sales and services | 21 | 75,716,565 | 75,156,132 | 313,880 | 18,700,847 | 50,460,921 | 5,680,483 | — | 99.3%
Grants | 22 | 254,276 | 145,640 | 145,640 | — | — | — | — | 57.3%
Other income | 23 | 3,304,027 | 2,575,998 | — | 1,156,961 | 609,685 | 809,352 | — | 78.0%
Service costs | 24 | (23,495,930) | (12,325,653) | — | 10,355,116 | 120,176 | 438,935 | 1,411,426 | 52.5%
Other operating costs | 27 | (1,972,622) | (107,793) | — | 41,156 | 59,542 | 7,095 | — | 5.5%
Dividends | 28 | 26,417,078 | 26,417,078 | — | — | 26,417,078 | — | — | 100.0%
Financial income | 29 | 8,905,263 | 911,171 | — | 585,498 | — | 325,673 | — | 10.2%
Financial expenses | 30 | (29,419,154) | (8,464,622) | — | 6,632,482 | 432,140 | 1,400,000 | — | 28.8%

Financial Report as at 31 December 2024 | page 388

| FNM Group

2023 | Notes | Total | Total related parties | Of which: Parent company | Of which: Subsidiaries | Of which: Joint Venture | Of which: Associates | Of which: Management | Proportion %
STATEMENT OF FINANCIAL POSITION |  |  |  |  |  |  |  |  |
Other non-current financial assets measured at amortised cost | 5 | 5,165,833 | 5,165,833 | — | 1,840,833 | — | 3,325,000 | — | 100.0%
Trade receivables | 7 | 49,257,484 | 47,388,387 | — | 12,645,046 | 33,829,706 | 913,635 | — | 96.2%
Other current financial assets measured at amortised cost | 5 | 3,121,380 | 3,121,380 | — | 1,174,461 | 48 | 1,946,871 | — | 100.0%
Other Assets | 9 | 15,431,876 | 10,192,242 | — | 10,034,225 | 168,122 | (10,105) | — | 66.0%
Non-current lease liabilities | 14 | 2,551,823 | 365,187 | — | 330,464 | 34,723 | — | — | 14.3%
Other non-current liabilities | 16 | 6,081,289 | 3,641,021 | 3,641,021 | — | — | — | — | 59.9%
Current financial payables | 14 | 298,257,680 | 295,269,423 | — | 268,234,261 | 26,532,162 | 503,000 | — | 99.0%
Current lease liabilities | 14 | 2,294,795 | 167,455 | — | 108,365 | 59,090 | — | — | 7.3%
Trade payables | 18 | 31,123,032 | 14,937,780 | — | 1,362,880 | 13,574,900 | — | — | 48.0%
Other current liabilities | 16 | 9,420,562 | 3,577,438 | 145,641 | 3,069,448 | 171,230 | 191,119 | — | 38.0%
INCOME STATEMENT |  |  |  |  |  |  |  |  |
Revenues from sales and services | 21 | 81,520,304 | 80,697,942 | — | 16,229,894 | 58,279,322 | 6,188,726 | — | 99.0%
Grants | 22 | 544,734 | 436,099 | 436,099 | — | — | — | — | 80.1%
Other income | 23 | 3,723,913 | 2,982,602 | — | 1,369,840 | 891,359 | 721,403 | — | 80.1%
Service costs | 24 | (20,059,642) | (10,489,319) | — | (1,266,233) | (8,044,787) | — | (1,178,299) | 52.3%
Other operating costs | 27 | (1,811,275) | (47,562) | — | (3,194) | (34,609) | (9,759) | — | 2.6%
Dividends | 28 | 27,981,023 | 27,981,023 | — | — | 27,061,023 | 920,000 | — | 100.0%
Financial income | 29 | 6,195,156 | 279,217 | — | 87,551 | 48 | 191,618 | — | 4.5%
Financial expenses | 30 | (9,678,916) | (2,996,444) | — | (2,682,114) | (314,330) | — | — | 31.0%

The services provided to and received from subsidiaries, joint ventures and associates under normal
market conditions, are summarised below:

Activities which produced revenue: | Subsidiaries | Joint Venture | Associates
Administrative Services | X | X |
Sap Fee | X | X |
Lease of premises in Novate |  | X |
Lease of offices in P.le Cadorna | X | X |
Lease of Iseo offices and space | X | X |
Lease of rolling stock | X | X | X
Assistance activities regarding Legislative Decree 231 | X | X |
Sale of advertising space | X | X |

Activities which produced costs: | Subsidiaries | Joint Venture | Associates
IT Services |  | X | X
Security services | X |  |
Advertising space management | X |  |
Lease of offices and commercial spaces | X |  |
Lease of distributed IT |  | X |

Financial Report as at 31 December 2024 | page 389

| FNM Group

The cash flows with related parties for the years 2024 and 2023 are shown below:

Description | 2024 | 2023
Total | Related parties | Total | Related parties
Absolute value | Proportion % | Absolute value | Proportion %
CASH FLOWS |  |  |  |  |  |
Cash flows from operations | 51,445,729 | 43,723,459 | 85.0% | 23,598,750 | 39,816,301 | 168.7%
Cash flow from investments | (112,300,638) | (80,259,516) | 71.5% | 13,131,443 | 32,213,225 | 245.3%
Cash flow from financing | 183,597,277 | 92,470,716 | 50.4% | 116,478,050 | 143,677,997 | 123.4%

NOTES 35
CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES RECOGNISED IN
THE FINANCIAL STATEMENTS
In compliance with provisions in IFRS 7, the tables below show information on categories of financial
assets and liabilities of the Company at 31 December 2024 and 31 December 2023.

Amounts in EUR thousands | Notes | Valore di bilancio al 31/12/2024 | Financial assets at amortised cost | Financial assets at FV through profit or loss | Financial assets at FV through OCI | Financial liabilities at amortised cost | Financial liabilities at FV through profit or loss
NON-CURRENT ASSETS |  |  |  |  |  |  |
Other financial assets measured at amortised cost | 5 | 51,109,744 | 51,109,744 | — | — | — | —
Other financial assets measured at fair value | 6 | 1,600,000 | — | 1,600,000 |  |  |
Other Assets | 9 | 418,639 | 418,639 | — | — | — | —
CURRENT ASSETS |  |  |  |  |  |  |
Trade Receivables | 8 | 33,250,745 | 33,250,745 | — | — | — | —
Other financial assets measured at amortised cost | 5 | 5,860,923 | 5,860,923 | — | — | — | —
Other financial assets measured at fair value | 6 | 28,898 | — | 28,898 | — | — | —
Other Assets | 9 | 26,175,351 | 26,175,351 | — | — | — | —
Cash and cash equivalents | 11 | 391,029,668 | 391,029,668 | — | — | — | —
NON-CURRENT LIABILITIES |  |  |  |  |  |  |
Payables to banks | 13 | 8,415,133 | — |  |  | 8,415,133 | —
Bond loan | 14 | 647,318,628 | — |  |  | 647,318,628 | —
Lease liabilities | 14 | 1,913,807 |  |  |  | 1,913,807 | —
Other liabilities | 16 | 5,860,770 |  |  |  | 5,860,770 | —
CURRENT LIABILITIES |  |  |  |  |  |  |
Payables to banks | 13 | 129,139,569 | — | — | — | 129,139,569 | —
Bond loan | 14 | 961,644 | — | — | — | 961,644 | —
Financial payables | 14 | 398,661,765 | — | — | — | 375,794,765 | 22,867,000
Lease liabilities | 14 | 703,993 | — | — | — | 703,993 | —
Trade payables | 18 | 51,026,549 | — | — | — | 51,026,549 | —
Other liabilities | 16 | 19,704,309 | — | — | — | 19,704,309 | —

Financial Report as at 31 December 2024 | page 390

| FNM Group

Amounts in EUR thousands | Notes | Carrying amount at 31/12 2023 | Financial assets at amortised cost | Financial assets at FV through profit or loss | Financial assets at FV through OCI | Financial liabilities at amortised cost
NON-CURRENT ASSETS |  |  |  |  |  |
Other financial assets measured at amortised cost | 5 | 5,165,833 | 5,165,833 | — | — | —
Other Assets | 9 | 353,067 | 353,067 | — |  |
CURRENT ASSETS |  |  |  |  |  |
Trade Receivables | 8 | 49,257,484 | 49,257,484 | — | — | —
Other financial assets measured at amortised cost | 5 | 3,121,380 | 3,121,380 | — | — | —
Other Assets | 9 | 15,431,876 | 15,431,876 | — | — | —
Cash and cash equivalents | 11 | 268,891,516 | 268,891,516 | — | — | —
NON-CURRENT LIABILITIES |  |  |  |  |  |
Payables to banks | 13 | 16,792,752 |  |  |  | 16,792,752
Bond loan | 14 | 645,847,833 |  |  |  | 645,847,833
Lease liabilities | 14 | 2,551,823 |  |  |  | 2,551,823
Other liabilities | 16 | 6,081,289 |  |  |  | 6,081,289
CURRENT LIABILITIES |  |  |  |  |  |
Payables to banks | 13 | 8,387,927 | — | — | — | 8,387,927
Bond loan | 14 | 961,242 | — | — | — | 961,242
Financial payables | 14 | 298,257,680 | — | — | — | 298,257,680
Lease liabilities | 14 | 2,294,795 |  |  |  | 2,294,795
Trade payables | 18 | 31,123,032 | — | — | — | 31,123,032
Other liabilities | 16 | 9,420,562 | — | — | — | 9,420,562

NOTES 36
RISK MANAGEMENT
Market risk
FNM, mainly operating with subsidiaries and associates, is not exposed to market risks.
Credit risk
FNM S.p.A. is not exposed to particular commercial or financial credit risks. The Company has a
considerable number of receivables due from subsidiaries and joint ventures .
In particular, as regards financial counterparty risk from the use of liquidity, the Company deals with
entities that have a secure, high profile and considerable international standing.
Receivables due from third parties for which credit risk is assessed, are summarised below.
(EUR thousands)

Description | 31/12/2024 | 31/12/2023
Receivables from banks (note 11) | 391,030 | 268,892
Trade receivables from third parties (note 8) | 1,440 | 1,895
Other receivables from third parties (note 9) | 84 | 934
Total | 392,554 | 271,721

Receivables from others included in the previous table are net of receivables in insolvency proceedings,
written down entirely through the specific provision for bad debts, and tax payables for VAT (Note 9).

Financial Report as at 31 December 2024 | page 391

| FNM Group

Trade receivables from third parties at the end of the reporting period present the following due dates:
(EUR thousands)

Description | 31/12/2024 | 31/12/2023
| Gross | Impairment | Net | Gross | Impairment | Net
Not yet due | 1,440 | — | 1,440 | 1,846 | — | 1,846
Past due for 31-60 days | — | — | — | — | — | —
Past due for 61-90 days | — | — | — | 3 | (3) | —
Past due for 91-120 days | 43 | (43) | — | 49 | (49) | —
Past due for 121-360 days | 51 | (51) | — | 3 | (3) | —
Over 361 days | 19 | (19) | — | 85 | (85) | —
Total | 1,553 | (113) | 1,440 | 1,986 | (140) | 1,846

Changes in the provision for bad debts (trade) for the years ended 31 December 2024 and 2023 are
shown below:
(EUR thousands)

Description | 31/12/2024 | 31/12/2023
Balance as at 01.01 | 140 | 149
Allocation of the period | — | —
Credit reclassification | — | —
Uses of the period | (27) | (9)
Balance as at 31.12 | 113 | 140

Liquidity risk
The Company's liquidity risk may arise from the difficulty of obtaining loans for its operations in
appropriate times or from failure to comply with any financial ratios (“ covenants) and other
commitments provided for by the bond issued in 2021, as well as the loan agreement signed by the
Company in December 2017 with the European Investment Bank, with the resulting application of the
acceleration clause and the right of the counterparties to obtain early repayment of the loans
disbursed.
The above-mentioned liquidity risk is mitigated by the ratings obtained from the two leading rating
agencies, i.e. A rating of BBB with stable outlook from Fitch and Baa3 with negative outlook from
Moody's, both updated on 23 May and 5 April 2024, respectively.
The Company's cash flows, financing needs and liquidity are monitored and managed centrally under
the control of the Group Treasury Department, with the aim of guaranteeing the effective and efficient
management of financial resources.
Management considers that currently available funds and credit lines, as well as funds and credit lines
that will be generated from operations and loans, will enable the Company to meet its requirements
arising from investing activities, the management of working capital and repayment of loans on their
natural expiry.

Financial Report as at 31 December 2024 | page 392

| FNM Group

Contract due dates for financial liabilities are shown below:
(EUR thousands)

Description | <1 year | between 1 and 2 years | between 2 and 5 years | >5 years | Total
2024 |  |  |  |  |
Other payables to subsidiaries for giro accounts | 396,396 |  |  |  | 396,396
Finance lease payables | 324 | 324 | 303 | — | 951
Total related parties | 396,720 | 324 | 303 | — | 397,347
Payables to banks | 129,140 | 8,415 | — |  | 137,555
Finance lease payables | 402 | 402 | 946 | 82 | 1,832
Payables to Bondholders | 4,876 | 653,914 | — | — | 658,790
Financial Debt – Viridis Earn-out | — | — | 28,195 | — | 28,195
Other financial payables | 2,266 | — | — | — | 2,266
Total third parties | 136,684 | 662,731 | 29,141 | 82 | 828,638
Total | 533,404 | 663,055 | 29,444 | 82 | 1,225,985

Description | <1 year | between 1 and 2 years | between 2 and 5 years | >5 years | Total
2023 |  |  |  |  |
Other payables to subsidiaries for giro accounts | 295,269 |  |  |  | 295,269
Payables to Bondholders | — | — |  |  | —
Finance lease payables | 189 | 119 | 225 | — | 533
Total related parties | 295,458 | 119 | 225 | — | 295,802
Payables to banks | 8,351 | 8,396 | 8,396 |  | 25,143
Finance lease payables | 2,175 | 1,944 | 196 | 109 | 4,424
Payables to Bondholders | 4,875 | — | 653,914 | — | 658,789
Other financial payables | 2,988 | — | — | — | 2,988
Total third parties | 18,389 | 15,215 | 662,506 | 109 | 696,219
Total | 313,847 | 15,334 | 662,731 | 109 | 992,021

Contract due dates for financial assets are shown below:
(EUR thousands)

Description | <1 year | between 1 and 2 years | between 2 and 5 years | >5 years | Total
2024 |  |  |  |  |
Other financial receivables | 5,861 | 5,861 | 43,371 | 1,878 | 56,971
Total related parties | 5,861 | 5,861 | 43,371 | 1,878 | 56,971
Bank deposits | 312,353 | — | — | — | 312,353
Total third parties | 312,353 | — | — | — | 312,353
Total | 318,214 | 5,861 | 43,371 | 1,878 | 369,324

Description | <1 year | between 1 and 2 years | between 2 and 5 years | >5 years | Total
2023 |  |  |  |  |
Other financial receivables | 1,206 | 932 | 2,096 | 1,878 | 6,112
Total related parties | 1,206 | 932 | 2,096 | 1,878 | 6,112
Bank deposits | 269,608 | — | — | — | 269,608
Total third parties | 269,608 | — | — | — | 269,608
Total | 270,814 | 932 | 2,096 | 1,878 | 275,720

Currency risk
FNM operates exclusively at a local level, and therefore is not exposed to currency risk.

Financial Report as at 31 December 2024 | page 393

| FNM Group

Interest rate risk
Financial liabilities mainly consist of finance leases, the bond loan, the EIB loan, Bridge and RCF loans,
and the payable for the Viridis Earn-Out .
FNM is not exposed to particular risks of changes in interest rates on finance lease agreements.
Outstanding loans are at fixed rates. Any volatility of financial expenses associated with changes in
interest rates on loans is monitored and mitigated by adopting an interest rate risk management policy
which opts for a balanced mix of loans.
Capital management
The main objectives pursued by the Company in its capital risk management policy are to create value
for shareholders and safeguard the business as a going concern. The Company also aims to maintain
an optimal capital structure in order to reduce the cost of debt and meet requirements (covenants) of
debt agreements (Note 13 and Note 14). Particular attention is paid to the level of indebtedness in
relation to shareholders’ equity and EBITDA, pursuing goals of profitability and generation of operating
cash.
Fair value estimate
The fair value of the financial instruments listed on an active market is based on market prices at the
reporting date. The fair value of the financial instruments that are not listed on an active market is
determined using measurement techniques based on a series of methods and assumptions tied to
market conditions at the reporting date.
The fair value of the financial instruments based on the following hierarchical levels is provided below:
• Level 1: Fair value determined with reference to (unadjusted) listed prices on active markets for
identical financial instruments;
• Level 2: Fair value determined with measurement techniques with reference to variables
observable on active markets;
• Level 3: Fair value determined with measurement techniques with reference to non-observable
market variables.
During 2024, there were no transfers between different hierarchical levels. The accounting value
already approximates fair value, where the related hierarchical level is not expressed.
Level 3 was used for the evaluation of the Busforfun.com Participating Financial Instrument and the
Payable for the Viridis Earn-Out.
NOTES 37
SIGNIFICANT NON-RECURRENT EVENTS AND TRANSACTIONS
During the year, non-recurring financial expenses were recognised arising from the adjustment of the
payable for the Earn-Out related to the acquisition of the subsidiary Viridis, in relation to the increased
capacity in terms of MW, which is expected to be installed by the subsidiary by 2029, as per the latest
approved plan. During the previous year, no significant, non-recurrent events and transactions were
reported.

Financial Report as at 31 December 2024 | page 394

| FNM Group

NOTES 38
TRANSACTIONS ARISING FROM ATYPICAL AND/OR UNUSUAL
OPERATIONS
Pursuant to CONSOB notice DEM/6064293 of 28 July 2006, the Company did not carry out atypical and/
or unusual transactions, defined as such in the notice, during 2024.
NOTES 39
OTHER INFORMATION
Information about fees for Directors, Statutory Auditors and Key Personnel is provided below, with
reference to the year 2024 :

Amounts in EUR thousands | 2024
Directors | 761
Auditors | 150
Other Key Personnel | 1,274
Total | 2,185

It should be noted that no loans have been granted and no receivables are due from Directors,
Statutory Auditors and Key Management Personnel. It should also be noted that no commitments have
been undertaken by the Company on their behalf.
It should be noted that as of today there are no stock options.
NOTES 40
SIGNIFICANT EVENTS AFTER THE CLOSING OF THE YEAR
ESG rating of 6.3 received: FNM confirmed among the top rated entities evaluated by
Morningstar Sustainalytics worldwide
8 January 2025 - Also in 2024, Morningstar Sustainalytics rated the ESG risk profile to which the FNM
Group is exposed as negligible, assigning a score of 6.3 (on a scale between 0 and > 40, where 0
indicates the best rating and >40 the worst), an improvement on both 2023 (6.6) and 2022 (7.4).
FNM is therefore confirmed among the top 50 top rated companies of the approximately 15,000
entities evaluated worldwide by Morningstar Sustainalytics and in 4th place among the 175 companies
active in the transport infrastructure sector. The rating agency assessed the risk management with
regard to sustainability of services, community relations, occupational health and safety and found the
residual unmanaged risk to be negligible. The rating was requested voluntarily by FNM.
Again in 2024, the Company will continue to monitor possible external variables that could lead to
further price increases, which are currently difficult to estimate in magnitude and duration.
The Company remains flexible in the effective management of variable and discretionary costs relating
to all activities managed, and carefully monitors developments in order to understand whether and to
what extent price increases could have an impact on the Company's expected results.

Financial Report as at 31 December 2024 | page 395

| FNM Group

NOTE 41
PROPOSAL TO APPROVE THE FINANCIAL STATEMENTS AND ALLOCATE
PROFIT FOR THE YEAR
Dear Shareholders,
in keeping with choices made in previous years, it was considered appropriate to allocate a part of the
result for a return on capital.
In light of the above, in submitting the financial statements for the year ended 31 December 2024 for
your approval, which recorded a loss of EUR 376,316 , the Board of Directors proposes to fully cover this
loss with retained earnings reserves.
In continuity with the choice made in recent financial years and with the forecasts of the 2024-2029
Strategic Plan, it is nevertheless deemed appropriate to guarantee a return on capital. In order to
guarantee remuneration of EUR 0.0184 for each ordinary share outstanding, it is also proposed to add
EUR 8,000,000 to the dividend by using the retained earnings reserves.
Milan, 24 March 2025