Company Profile

2019

STF – Società Tecniche Finanziarie Company Overview Overview

▪ STF – Società Tecniche Finanziarie was founded in 2007 as a spin off of the CCC (Consorzio Cooperative Costruzioni Soc. Coop) Finance department. ▪ With the transfer of 100% of the shares to the company Management, STF has established itself as an indipendent financial services boutique increasingly active and specialised in corporate finance and structured finance projects, advisory for SMEs, Cooperatives and Public Administrations, with significant financial and legal experience in the following activities: - Structured Finance: analysis of projects economic and financial sustainability; legal, commercial and financial assistance of PPP (Public Private Partnership), PFI (Project Finance Initiative), Leasing and Real Estate projects; - Corporate Finance: financial, legal and corporate assistance in corporate finance operations such as capital contributions, M&A, demergers, divestments and liquidations; - Capital market Advisory: advisory in financial restructuring and refinancing operations finalized to restore financial equilibrium and sustainability, by collecting new risk capital and/or debt capital, also via private equity and real estate funds.

Capital Market Structured Finance Corporate Finance Advisory STRUCTURED CORPORATE FINANCIAL PLANS FINANCE FINANCE VALUATIONS PPP DEMERGERS RESTRUCTURING PFI M&A REFINACING LEASING DIVESTMENTS PRIVATE EQUITY LIC CAPITAL REAL ESTATE FUNDS CAPITAL MARKET REAL ESTATE ADVISORY CONTRIBUTIONS LIQUIDATIONS

STF – Società Tecniche Finanziarie Company Overview Overview

▪ STF assists its clients in the financial and commercial structuring of complex operations with a team of professionals, with national and international experience in primary advisory firms, legal firms and investment banks;

POST- STRATEGY EXECUTION COMPLETION

ANALYSIS STRUCTURING CLOSING SECONDARY Debt Restructuring

Feasibility Study Financial Contracts Review Refinancing Planning Investment Analysis Financial Structuring LBO/acquisition finance

Commercial & Negotiation with Project Evaluation Corporate Debt Raising Project Rebalancing Financial Institutions Structuring Funding Competition Corporate/Asset M&A Planning Market testing Closing Private Equity Action Strategy Real Estate Funds

STF – Società Tecniche Finanziarie Company Overview Expertise Over the years the firm gained significant experience in the following activities, both Corporate side and Public Administration side: ▪ Public Private Partnership, in its various forms such as Project Finance, Leasing, Services Concessions, and Public Private Joint Ventures. In this context, STF offers integrated services within (i) the phase of preparation of tender offers from Private Sponsors, to be submitted to open calls for proposals; (ii) the subsequent phase of financial closing of winning proposals; (iii) the financial management of initiatives in post-financial close; (iv) the preparation of legal and financial Due Diligence for eligible initiatives in the context of potential corporate finance operations (tipically, sales of shareholdings). ▪ M&A, in the Corporate Finance context, where STF offers integrated services within (i) the preliminary analysis phase of businesses and branches subject to potential transactions (mergers or acquisitions); (ii) the preparation of legal and financial Due Diligence; (iii) the preparation of business plans or business evaluations; (iv) the search for potentially interested financial/business partners; (v) the preparation and production of the necessary documentation for closing the deal. ▪ Real Estate, in this context STF offers the following integrated services (i) preparation of preliminary feasibility studies in complex real estate sectors; (ii) assistance in defining corporate agreements between business and financial sponsors; (iii) assistance in financial closing, according to corporate finance or structured finance typicalities.

STF – Società Tecniche Finanziarie Company Overview PPP – Public Private Partnership

The PPP sector

Leasing during Construction Services Concessions construction Concessions (public (public initiative or (public initiative or initiative or private private initiative - private initiative - initiative - promoter) promoter) promoter)

Availability contracts Joint Ventures & STU Etc…

STF – Società Tecniche Finanziarie Company Overview PPP – Business Opportunities

Services Concessions Main Opportunities Construction PROMOTER in the PPP Sector: Concessions Leasing

Such opportunities give the Promoter the following benefits: ✓ be able to take action at an early planning stage (more time to define the proposal); ✓ define the proposal evaluation criteria; ✓ establish in advance feasibility and bankability of the operation; ✓ right of first refusal.

STF – Società Tecniche Finanziarie Company Overview PPP – STF

Main STF activities: ✓Assistance in the dialogue with the Public Administration for the definition of the proposal; ✓Identification of the most appropriate instrument (concession, leasing, availability, etc.); ✓Set-up an optimal business model; ✓Definition of a financial & corporate structure that is both bankable and profitable; ✓Supporting the business or the Public Administration in the procurement of funding for the operation; ✓Supporting the client in their participation to the tender procedure or supporting the Public Administration in the tender process.

STF – Società Tecniche Finanziarie Company Overview Private Equity

Real Funding Procurement Investment Estate Funds Funds OBJECTIVE

Qualified Create partnerships between Investors investors and operators in the construction/services sectors, for co-investment operations with risk capital.

STF – Società Tecniche Finanziarie Company Overview Debt Capital

Other Financial Bank Financing Project bond Leasing instruments

SERVICES - Bank financing research and structuring – also in leasing; - Identification and negotiation of guarantees structure; - Assistance in the refinancing of old debt; - Support in the emission of project bonds; - Identification of other financial instruments.

STF – Società Tecniche Finanziarie Attachments Tombstones – Main Projects closed in the last 3 years

2017 - 2019 2017 - 2019 2017 - 2019 2018

PROJECT CURRENTLY UNDER NDA Financial advisory for Financial advisory, regarding structuring and management Financial Advisory to Elene various PPP Projects of the of valorization and Project SRL SPV (Rekeep and concerning initiatives in the equity sale process of 9 SPV (6 Economic and financial Engie) regarding the fields of energy efficiency and Hospitals, 3 Real Estate). STF advisory for the valorization structuring of the Financial management of maintenance defined the whole process, and sale of the equity owned Plan and the procurement and services. STF took care, in the identified and chose the Equity by an SPV shareholder structuring of the bank loan. view of a tender strategy, of Partner, supported the Client in operating in the transport implementing, drafting and the negotiations until the sector. assisting with the certification closing of the deal. of each Financial Plan.

€ 300 mln € 4 mln

2016 - 2017 2017 2015-2017

INTEGRA Financial and legal advisory to INTEGRA Marconi Express SPV in the structuring of the project, definition of the financial plan Financial Advisory to Echoes and of the main project Financial Advisory for the SRL and Osiride SRL SPVs contracts, and assistance in preparation of the Industrial (Rekeep and Engie) regarding finding the sources for financial Finance Plan (PFI) of the the structuring of the Financial coverage. STF supported the Integra Consortium for the Economic Plan and the Client in the negotiations with years 2016-2022 procurement of the bank loan. the banks until the closing date (September 2016) € 128,7 mln

STF – Società Tecniche Finanziarie Attachments Tombstones – Previous years projects

2016 2016 - 2017 2012 - 2017 2016

C4

Financial and legal advisory for Financial Advisory to C4 (3i Financial and legal advisory to 80% - CCC 20%) to search new the evaluation during the the Company Terza Torre S.p.A Financial and legal advisory to potential investments in tender procedure of an open for the management of the Newco Duc S.p.A. call for proposals, regarding financial, administrative and for Concession management the construction in Project accounting aspects, and and dialogue with financial Finance of a velodrome in the relations with banks during the institutions involved in the Province of Treviso. Project operation phase. Project.

€ 29 mln € 90 mln € 65 mln

2014 2014 2014 2014 AURORA Srl

Financial and legal advisory finalized to the preparation of Financial advisory finalized to Assistance in preparing a Financial and legal advisory a tender offer for a public the preparation of a tender feasibility study concerning for the preparation of a construction concession in the offer regarding the planning, the construction and proposal regarding the Pieve di Soligo Municipality construction and management management of an arena in planning, construction and regarding the planning, of the cemetry in the the area “Campo Volo” in management of a day care construction and Occhiobello Municipality Reggio Emilia facility in the Municipality of management of the new Roncegno. multi-purpose gym

€ 14 mln

STF – Società Tecniche Finanziarie Attachments Tombstones - Previous years projects

2014 2014 2014 2013 2013

CMR EDILE

Financial and legal advisory for the preparation of a services Financial advisory for the Financial advisory for the Advisory to Marconi Express in Assistance for submission of concession proposal (ex art. preparation of a proposal definition of the financial the rebalancing of the an offer to the tender notice 278 del DPR 207/2010) regarding the final and model of the DUC Bologna Concession of construction published by the Municipaliity regarding the management of executive planning, the and the negotiation of and management of the of Flero (Brescia) for the a daycare facility in the expansion and the subsequent rebalancing measures with the in Bologna completion and expansion of municipality of Brentonico management of the cemeteries Grantor located in the municipality of the school campus Badia Polesine

2013 2013 2013 2013 2013

Financial advisory finalized to Financial and legal advisory for the preparation of an offer for Financial and legal advisory the preparation of a proposal Financial advisory for updates Financial and legal advisory the contract of Energy finalized to the preparatiof of regarding the final and and sensitivities studies to the concerning the financing of Management Integrated a services concession proposal executive planning, Business Plan of the the Nautilus real estate project Service concerning the regarding the planning, construction and management Concession regarding the in San Lazzaro, Bologna. provision, management, restructuring and management of a funicular railway system planning, construction and operation and maintenance of of rent-controlled housing in between S. Martino di management of the Livorno – PP.OO. Civico and Di Cristina the Albiano Municipality. Castrozza and Rolle. Civitavecchia highway. technological systems, Financial Advisory for activities property of A.R.N.A.S. related to the project financial close € 43 mln

STF – Società Tecniche Finanziarie Attachments Tombstones - Previous years projects

2013 2013 2012 2012 2012 RTI CCC TECTON CMSA

Financial and legal advisory for Financial and legal advisory for Advisory for the preparation of the preparation of a proposal the preparatiof of a proposal Financial advisory for the a Legal Due Diligence on the Advisory for the for the for the tender published by pursuant to art. 153 of the preparation of the Business tender documentation in preparation of a proposal Infrastrutture Lombarde Spa Procurement Code, regarding Plan of the Concession restricted procedure, for the regarding the tender regarding the final and the the final and executive regarding the planning, identification of both private published by the Province of executive planning and the planning, construction and construction and and public partners in a semi- Ancona for the development construction of the Città della management of measures management of the Livorno- aimed at the redevelopment of public urban development of the Cittadella di Fabriano Salute e della Ricerca in the Civitavecchia highway. company (with public majority Municipality of Sesto San the Palazzetto dello Sport (sports hall) in Reggio Emilia ownership) and the definition Giovanni of shareholder’s agreements

€ 323 mln € 1,150 Mld

2012 2012 2012 2012 2012

Financial and legal advisory for Project finance inititative the preparatiof of a proposal pursuant to art. 153, D. Lgs n. Financial advisory for the pursuant to art. 153 of the 163/2006, finalized to the Advisory for the preparation of Financial and legal Advisory financing of the initiative Procurement Code, regarding award of a Concession for the a Preliminary Due Diligence for the procurement of an regarding the development of the the final and executive legal compliance, energy regarding the planning, equity partner to be associated a photovoltaic plant (299 Kwp) planning, construction and saving, improvements, light construction and management with: to be installed in the company management of a crematorium pollution abatement, of the Orte – Mestre highway head office. in the Municipality of Piove del CO&GE management and manteinance connection. Sacco of the public lighting installations in the Acquaviva delle Fonti Municipality (BA)

€ 2.8 mln

STF – Società Tecniche Finanziarie Attachments Tombstones - Previous years projects

2012 2012 2012 2012 2012 C4 CO&GE SERCIM SrL

Financial, legal and Financial advisory for the Financial advisory for the Financial advisory for the administrative advisory for the Business Plan update of the selection process of a preparation of a proposal and financial management of Terza CO&GE Group minority partner financing procurement Torre S.p.A. Financial and legal Advisory regarding the construction of for the procurement of an an irrigation system in equity partner for the Project Valmusone “People Mover” in Bologna

€ 25 mln € 21 mln

2012 2012 2012 2011 2011 CO&GE

Financial advisory in the sale of a 32% Equity stake Financial and legal advisory for of Procim Srl for Management of the public the preparatiof of a proposal lighting service and Advisory for the acquisition of pursuant to art. 153 of the Financial and legal advisory implementation of energy shares in the Equity of the Procurement Code, regarding in the financial close for the saving measures on the company Libeccio S.r.l the the final and executive development of a 10 MWp installations of the Porto planning, construction and photovoltaic plant Torres Municipality, with management of a RSA in the third-party financing. Municipality of Rivalta Bormida (AL) € 1.2 mln € 6 mln € 30 mln

STF – Società Tecniche Finanziarie Attachments Tombstones - Previous years projects

2011 2011 2011 2010 2011 Holcoa S.p.A.

Financial advisory in the sale of a 25% Equity stake of Società Advisory in the acquisition Autostrada Tirrenica P.a. Financial advisory for the Financial advisory for the process of the cemetery preparation of the 2012- preraparation of a Business Financial advisory for the branch of 2017 Business Plan during Plan for the development preparation of a binding offer, the debt restructuring of the ex-Falck Area in the for the acquisition of the ex- Sesto San Giovanni Falck area from Risanamento Municipality S.p.A.

€ 8,5 mln € 97 mln € 405 mln

2010 2010 2010 2009 2010

PORTOFIORITO S.p.A.

Financial and legal advisory for Preparation of the Business Financial and legal advisory for Financial and legal advisory for Financial advisory for the the financial close of Plan for the Porto turistico di the financial close of a district the financial close of 8 financial close of the photovoltaic plants in Portofiorito (NA) development heating and cogeneration photovoltaic plants Manfredonia port. educational buildings within plant installations the Province of .

€ 20 mln € 29 mln € 60 mln

STF – Società Tecniche Finanziarie Attachments Tombstones - Previous years projects

2009 2009 2009 2009 2009 C4

Financial advisory for the sale of Constitution of the Joint 80% Equity shares of Terza Financial and legal advisory for Financial advisory for the Financial advisory for the Venture Vehicle C4 Srl Torre S.p.A, concessionaire of the award of the construction award of an open tender for preparation of an offer for the (Barclays Private Equity 80% the construction and and management concession the construction and planning, construction and and CCC 20%) for the management of the Emilia of the new offices of the management of a car park in management of a special waste acquisition of shares in Terza Romagna Regional Offices Bologna Municipality (DUC) the Municipality of Modena disposal facility in Monza Torre S.p.a. of Manutencoop and CCC.

€ 20 mln € 75 mln € 65 mln € 90 mln € 36 mln

2009 2009 2008

Financial advisory for the project concering the construction and management Financial and legal advisory for Advisory for the financial close of the "Nuovo Padiglione Jona, the award of the construction of a university housing project ancillary works, and Canal di and management Concession in Trento of the Bologna People Mover Pianto guesthouse of the SS. Giovanni e Paolo Hospital in Venice

€ 105 mln € 20 mln € 46 mln

STF – Società Tecniche Finanziarie Attachments Team Andrea Grisolia Founder / CEO Andrea has significant experience in the origination and management of complex Corporate Finance initiatives, both Debt and Equity side, PPP projects (Public Private Partnership) such as concessions of construction and management (Project Finance), public-private companies and leasing in construction.

He directly managed joint-ventures between idustrial and financial partners, and has significant experience in the management of real estate, infrastructure and energy transactions.

He took part in several major corporate finance and restructuring operations in the fields of construction, infrastructure and renewable energy.

From 2000 to 2006 Manager in KPMG Corporate Finance divisione Project Finance – Valuation From 2006 Director in CCC & from 2007 to 2011 Director in S.T.F. S.p.A. From 2009 Chairman of the company Consorzio Cooperative Costruzioni Capital C4 (Barclays/3i – CCC) From 2012 Large Infrastructure Manager for CCC, CFO of Società Autostrada Tirrenica S.p.A. until 2015 From 2015 Director of the company STF S.p.A. From 2016 reference shareholder of STF – Società Tecniche Finanziarie.

STF – Società Tecniche Finanziarie Attachments Contacts

Bologna Via Marco Emilio Lepido 182/2 40132 Bologna

Tel. +39 051 31 61 711 Fax +39 051 31 64 712

E-mail: [email protected] PEC: [email protected] Rome Via Lima, 48 00198 Roma

Tel. +39 06 852 19 231 Fax +39 06 852 19 214

E-mail: [email protected] PEC: [email protected] Web www.stfspa.it

STF – Società Tecniche Finanziarie