(Translation from the Italian original which remains the definitive version) 2019 ANNUAL REPORT CONTENTS (Translation from the Italian original which remains the definitive version) 2019 ANNUAL REPORT 1 Chairman’s letter 3 Group highlights 9 Directors’ report 16 Directors’ report and consolidated non-financial statement pursuant to Legislative decree no. 254 of 30 December 2016 17 Business model 23 Report on corporate governance and the ownership structure 25 The group’s financial position and performance 49 Segment reporting 58 Ferrovie dello Stato Italiane S.p.A.’s financial position and performance 69 Investments 72 Research, development and innovation 81 Context and focus on the FS Italiane group 83 Stakeholder engagement 109 Commitment to sustainable development 111 Main events of the year 139 Risk factors 146 Travel safety 156 Other information 157 The parent’s treasury shares 164 Related party transactions 165 Outlook 166 Consolidated financial statements of the Ferrovie dello Stato Italiane group as at and for the year ended 31 December 2019 168 Consolidated financial statements 169 Notes to the consolidated financial statements 175 Annexes 288 Separate financial statements of Ferrovie dello Stato Italiane S.p.A. as at and for the year ended 31 December 2019 306 Financial statements 307 Notes to the separate financial statements 313 Proposed allocation of the profit for the year of Ferrovie dello Stato Italiane S.p.A. 380 Annual report 2 Chairman’s letter Dear Shareholder, The health emergency we currently face has shattered the status quo and lends particular significance to the customary submission of the draft annual report to our shareholder. In the midst of a macroeconomic and social context of unprecedented critical difficulties and uncertainty in the short, medium and long term and at national, European and global level, we are aware of the crucial role we play for the country and for countless people, including our 83,764 valued employees (thousands of whom are committed every day to ensuring the continuity of essential services around the country), the tens of thousands of workers for businesses fuelled by our operations and the millions of Italians compelled to stay home for the sake of the common good and who need a road and railway system that continues to guarantee the continuity of logistics and freight transport services and that enables essential workers to travel easily and safely. In these uncertain times, not only do the exceptional results and solid financial position presented in our 2019 annual report make us proud of the work we have done, but they are a precious reminder of our group’s vitality and strength as it rises to face the challenges of a previously unimaginable scenario, the consequences of which, as we have described in specific sections of the directors’ report and notes to the financial statements to which reference should be made, cannot currently be foreseen. We will briefly explore four key themes below: - the group’s performance, investments and financial position; - operations in the main business segments; - governance; - sustainability. Performance, investments and financial position In 2019, the FS Italiane group generated revenue of €12.4 billion (+3% on 2018) with an extremely positive gross operating profit (€2.6 billion, +5.4%) and operating profit (€0.8 billion, +16.1%). The profit for the year rose by 4.5% on 2018 to €584 million. The number of employees grew in proportion to the growth in business volumes (+820 people, +1%), generating an extraordinarily high rate of turnover (19.5%), with 9,068 hires (+19% compared to 2018), creating a much younger workforce (the percentage of employees under 30 rose to nearly 20% of the total, compared to 13% in 2018 and 9% in 2017) and a more balanced geographical distribution. In line with the growth targets set in the 2019-2023 business plan presented in the first half of the year and thanks to the crucial support of the government and our institutional stakeholders, capital expenditure totalled €8.1 billion (+8% on 2018), confirming our place as Italy’s largest investor and contributing to over 110,000 induced jobs (estimated based on ISTAT, the Italian Statistics Institute, parameters, net of group employees). Furthermore 59% of investments were in railway infrastructure (of this share, 98% was for the traditional network and 2% for the HS network) and 16% in road infrastructure, 24% in transport (22% for passenger transport and 2% for freight), 2019 Annual Report 3 while the remainder related to other services (investment property, urban renewal and ICT technologies and services, in particular). Demonstrating the group’s financial soundness, the ratio of net financial debt (€7.7 billion at the end of 2019) to equity attributable to the owners of the parent (€42.3 billion) is 0.18, showing a slight improvement on 2018 (+0.02), mainly due to the increase in investments. In choosing our sources of financing, considering the favourable ratings of the bonds in our Euro Medium Term Notes programme, in the interests of our investors, we decided to increase the percentage of bonds in our sources of financing from 41% to 49%, mainly through additional green bond placements, which are associated with investment projects with significant, certified environmental sustainability. Furthermore, by pursuing a prudent interest risk hedging policy, 64% of debt now accrues interest at a fixed rate (+34% on 2018). Operations in the main business segments All operating segments performed well in 2019 and in line with the strategies in the business plan, not only in terms of revenue, profit for the year and investments, but also in terms of delivered and perceived service quality indicators and social and environmental sustainability. In 2019, the railway infrastructure saw growth in traffic in the market services and an increase in the variety and quantity of services provided to the railway companies that use the network, with significant advances in extraordinary maintenance and the strengthening of the national infrastructure (technological upgrades and new projects), driven by the successful conclusion of the procedure for the new 2017-2021 Government Programme Contract - Investments. New developments include the ISO 55001 certification of RFI’s asset management system and the decision to have certain categories of sub- contractors implement management systems, starting with railway infrastructure work sites. Work to improve stations, which includes progress on the smart station and easy station projects, has contributed to the increase in all perceived quality indicators, with passengers reporting an overall satisfaction rate of 97.1% (+0.5%). In road infrastructure, the performance of maintenance and additional scheduled works benefited from the introduction of simplified legislation in Italy. A few key contractors are grappling with financial difficulties, which led to some substantial delays, resulting in the need to stop work, revise contracts and assign the work to new contractors. Looking ahead, we expect the increase in tenders published and awarded in 2019, along with vigorous organisational action, to translate into a rapid acceleration of investments throughout the country starting in 2020. In the passenger transport segment, all real punctuality and perceived quality indicators for railway services improved, confirming the validity of the actions in the business plan. Overall satisfaction with long-haul services and with regional services rose to 93% and 86.5%, respectively (+0.5% and +2% on 2018). Road transport indicators also improved overall and targeted measures were taken to invert the negative trends in certain indicators. The main developments affected regional services and European initiatives. In Italy, new service contracts were signed in 2019 for the Tuscany, Campania, Marche and Calabria regions and contracts were won for railway services in the Turin metropolitan area and in Emilia Romagna. As per the service contracts signed in the past with other regions, these new contracts provide for substantial investments in rolling stock. In this respect, 49 new trains were rolled out for regional services in the year (compared to 11 in 2018). These are the first results of the acceleration 2019 Annual Report 4 of the investment plans that we kicked off in 2018 and that will lead to the progressive upgrade of 80% of the regional fleet within five years, as outlined in the business plan. The FS Italiane group expanded its presence in Europe by acquiring the contract for Intercity services between London and Edinburgh/Glasgow (for 2019-2031) and has laid a solid foundation for future growth with the awarding of HS services on several major railway lines in Spain (with operations slated to start in January 2022) and the progress made for the launch of new HS connections in France by the end of 2020. Despite the country’s weak economy - industrial production is down by 1.3% on 2018 - in the freight transport and logistics segment, the Mercitalia group has continued to turn its business around by restructuring investments and sharpening its focus on customer needs. While in 2018 - the first year in which customer satisfaction was measured – customers scored 11 out of 15 quality indicators as insufficient, all indicators improved in 2019 and were rated as sufficient, with an overall customer satisfaction rating of 7.2/10, compared to 5.9/10 in the previous year. Governance The board of directors, with the support of its committees, has constantly pushed for the improvement of the internal control and risk management system, including through monitoring the progress of projects and ongoing dialogue with units, committees and bodies that, in various ways and with different focuses, contribute to good governance within the FS Italiane group. The main developments in the year include, first, the approval of a strict procedure for the management of whistleblower reports, including anonymous reports, which fully protects whistleblowers and help identify and counteract any conduct that is illegal and/or in violation of the code of ethics or internal group regulations (specifically, the provisions of the 231 Model and the ABC system).