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Press Release the Board of Directors Approves the Consolidated Financial

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Press Release the Board of Directors Approves the Consolidated Financial Press Release The Board of Directors approves the consolidated financial statements and the draft financial statements as at 31 December 2017 Consolidated recurring EBITDA 1: €472 million, €455 million in 2016 Recurring Group net result 2: €142 million, €107 million in 2016 Proposed dividend of Euro 1.15 per share, including an extraordinary component of Euro 0.40. Fourth quarter of 2017 Consolidated recurring EBITDA: €116 million, €104 million in 4Q 2016 Recurring Group net result: €28 million, €24 million in 4Q 2016 Genoa, 8 March 2018 – The Board of Directors of ERG S.p.A., which met yesterday, approved the consolidated financial statements and the draft financial statements as at 31 December 2017, the report on corporate governance and ownership, the consolidated non-financial declaration, the 2018-2020 long-term incentive plan and the remuneration report. Consolidated recurring financial results 4th Quarter Performance highlights (million Euro) Year 2017 2016 Var. % 2017 2016 Var. % 116 104 11% EBITDA 472 455 4% 52 44 17% EBIT 220 202 9% 28 24 16% Group net result 142 107 32% 31.12.17 31.12.16 Variation Net financial debt (million Euro) 1,233 1,557 -325 Leverage 3 40% 47% Luca Bettonte, ERG’s Chief Executive Officer, commented : “FY2017 was another very satisfactory year from a results standpoint, with Group net profit at 142 million Euro, well above the result of 107 million Euro a year earlier. A decisive year for the evolution of the Group, during the course of which the sale of TotalErg and acquisition of Forvei marked its definitive exit from the Oil industry and at the same time its entry into the photovoltaic sector. EBITDA came to 472 million Euro, exceeding both the figure for 2016 and the guidance figures given to the market at the beginning of the year, even though 2017 was a decidedly dry year with poor wind conditions, also characterised by 200 megawatts in the wind power sector leaving the incentive mechanism. Thanks to the generally positive trend in energy prices associated with increased margins as regards the thermoelectric power business, the contribution from the wind farms acquired in Germany and the constant attention to costs and generation efficiency, we were able to obtain extremely positive results in excess of expectations, confirming the soundness of our business model. The net debt of 1,233 million Euro is also an improvement on the beginning-of-year guidance figures, thanks to the significant operating cash flow, the dividends received from TotalErg and the advanced payment on the part of the api Group, which more than offset the investments and dividend distribution. For 2018, also thanks to the contribution from the photovoltaic business, we forecast a slight growth in EBITDA to Euro 475 million and a net debt of Euro 1,260 million, after investments totalling around Euro 450 million, the distribution of dividends amounting to approximately Euro 170 million and taking into account the sale of TotalErg and Brockaghboy wind farm. The Board of Directors will propose to the Ordinary Shareholders’ Meeting an increase in ordinary dividend to 0.75 Euro per share and an extraordinary dividend of 0,40 per share, corresponding to around 20% of the cash- in deriving from the TotalErg sale transaction.” 1Recurring results do not include inventory gains (losses) and non-recurring items. 2 Recurring Group net result does not include inventory gains (losses), non-recurring items or applicable theoretical taxes . 3 The ratio of total net financial debt (including project financing) to net invested capital. 1 The Board of Directors proposes to the Ordinary Shareholders’ Meeting, to be convened on 23 April 2018 in first call and, if required, on 24 April 2018 in second call, the distribution of a dividend of 1.15 Euro per share , including an extraordinary component of Euro 0.40, which will be available for payment starting from 23 May 2018 (payment date), with an ex-dividend date as of 21 May 2018 (ex-date) and record date of 22 May 2018. Preliminary remarks Change in business perimeter The FY2017 results reflect the acquisition of six wind farms in Germany during the period (48 MW), fully consolidated from 1 January 2017. Furthermore, it is worth mentioning that the 2017 results reflect the contribution from the wind farm owned by the company Brockaghboy Windfarm Ltd, which came on stream during the fourth quarter of 2017. At the end of 2017, the process commenced for the sale of the said company, which was concluded on 7 March 2018. Sale of shareholding in TotalErg On 3 November 2017 ERG S.p.A. and Total Marketing Services S.A. signed a binding agreement with the api Group for the sale of a 100% equity interest in TotalErg S.p.A., a company operating in oil product distribution and refining. The transaction perimeter includes approximately 2,600 retail service stations, the Rome logistic hub and 25.16% of the Trecate refinery. The transaction closing was completed on 10 January 2018, following approval by the Antitrust authority and completion of the spin-off of the TotalErg S.p.A. business unit operating in the lubricant sector in favour of Total Italia S.r.l.. Regarding the latter ERG S.p.A. and Total Marketing Services S.A., again on 3 November, signed a binding agreement for ERG S.p.A.’s sale to the Total group of its (51%) stake in the said company (this sale also took place on 10 January 2018). It should also be noted that, on 10 August 2017, TotalErg S.p.A. had already finalised the sale to the Ambienta sgr S.p.A. fund and to Aber S.r.l. of its subsidiary Restiani S.p.A., which operates in the heating services sector, and on 5 October 2017, the sale to UGI Italia S.r.l. of its subsidiary Totalgaz Italia S.r.l., a company operating in the LPG distribution business. The payment due for the sale of the assets amounts to Euro 194 million, of which Euro 14 million was already received in 2017 by way of advance payment, Euro 144 million was received in 2018 at the time of the closing and a deferred component of approximately Euro 36 million was settled by way of a vendor loan agreement signed with api S.p.A., repayable in five and a half years. The overall consideration for the transaction’s equity value amounts to Euro 273 million which, in addition to the sum payable as above, also includes extraordinary dividends distributed by TotalErg S.p.A. to ERG S.p.A. totalling Euro 71 million (of which Euro 20 million paid on 11 May 2017 and the remaining Euro 51 million on 26 October 2017), the interest that will accrue under the vendor loan agreement and the related tax effects. Brockaghboy Windfarm Ltd At the beginning of 2016, ERG acquired from TCI Renewables ("TCI") a 100% equity interest in Brockaghboy Windfarm Ltd ("BWF"), an English company holding authorisations to build a wind farm in Northern Ireland, completed during 2017, with an installed capacity of 48 MW. The wind farm has already obtained crediting under the prevailing incentive mechanisms (NIRO) envisaged by the regulatory system. The agreements signed at the time provided that, upon completion of construction and subsequent to crediting of the incentives (NIRO), ERG would be entitled to submit a supplementary proposal to TCI with a view to maintaining permanent ownership. Failing acceptance of this proposal and only in the case of higher offers from third parties, the sale would go ahead, via a contractual mechanism for sharing the capital gain. This having been said, it should be noted that at the end of 2017 a process was initiated to sell the subsidiary Brockaghboy Windfarm Ltd, which was concluded on 7 March 2018 with the sale to Greencoat UK Wind PLC, a London Stock Exchange listed fund specialising in investments in renewables, of a 100% equity interest in Brockaghboy Windfarm Ltd (“BWF”). Fourth Quarter 2017 Consolidated financial results In the fourth quarter of 2017 revenues from ordinary operations came to Euro 291 million, with an increase compared to Euro 268 million in the fourth quarter of 2016. Recurring EBITDA, at Euro 116 million, showed an increase with respect to Euro 104 million posted in the fourth quarter of 2016. This variation reflects the following: • Non Programmable Sources: EBITDA, at Euro 89 million, showed a growth compared to the corresponding period a year earlier (Euro 78 million), mainly as a result of the improved wind conditions and higher output in Italy, France and Germany, together with the start-up of the new wind farm in Northern Ireland and the generally more favourable price trend in Italy, in addition to further cost efficiency interventions. We report that approximately 81% (95% in 2016) of wind power output in Italy during the fourth quarter of 2017 2 benefited from the incentive tariff (former Green Certificates), for a unitary amount corresponding to about 107 Euro/MWh, higher than the same period in 2016 (approximately 100 Euro/MWh). • Programmable Sources: EBITDA, at Euro 36 million, showed an increase compared to the previous year (Euro 32 million). The contribution provided by the hydroelectric power complex was down by Euro 20 million with respect to Euro 25 million for the corresponding period in 2016, due above all to the situation of significantly reduced water availability compared to the corresponding period a year earlier, partly mitigated by the plants’ flexibility in taking advantage of the particularly favourable peak prices in the North-Central area. The result posted by the thermoelectric power division, at Euro 16 million, showed a strong increase compared to Euro 7 million for the corresponding period in 2016, reflecting both the improved trend in energy sales prices and the contribution of Energy Efficiency Certificate revenues payable to the CCGT plant owing to its qualification as high yield cogeneration facility.
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