Tper SpA 2019 Financial Statements 1 CONTENTS REPORT ON OPERATIONS 2 TPER SPA FINANCIAL STATEMENTS 18 INFORMATION ON THE BALANCE SHEET 51 TPER GROUP CONSOLIDATED FINANCIAL STATEMENTS 83 INFORMATION ON THE BALANCE SHEET 123 BOARD OF STATUTORY AUDITORS' REPORTS 158 INDEPENDENT AUDITORS' REPORTS 168 2 CORPORATE BODIES Board of Directors Giuseppina Gualtieri Chairperson – Chief Executive Officer Francesco Badia Board Member Giovanni Neri Board Member Director Paolo Paolillo Managing Director Fabio Teti Board of Statutory Auditors Sergio Graziosi Chairperson Fabio Ceroni Statutory Auditor Patrizia Preti Statutory Auditor Piero Landi Alternate Auditor Romana Romoli Alternate Auditor Independent auditors PricewaterhouseCoopers SpA 3 Report on Operations 1 1. GROUP PROFILE Tper S.p.A. (hereinafter "Tper" or "Company"), Parent Company, and its subsidiaries, operate in the mobility sector, with core business in local public automotive and railway transport. The Group operates on the basis of an industrial approach according to market rules as defined by the regional Italian law for the sector and as required by the company's founders. The Group is structured with an organisation that stems from specific needs for the performance and development of services and the choice to operate through industrial agreements with private and public partners, geared towards the development of Mobility. The Group's business areas cover different segments of the transport sector, from automotive, to trolley bus, to rail passengers. TPER manages road-based TPL (local public transport) in the provincial regions of Bologna and Ferrara and passenger transport in the regional railway domain, in partnership with Trenitalia, based on specific service contracts, stipulated as a result of the awarding of the relevant public tender procedures. The services provided, and in particular local public transport, satisfy general-interest needs that require a combination of sustainable management from an economic and financial point of view with the utmost attention to quality, social impact and environmental sustainability objectives. In order to pursue the objectives of sustainability and quality, the Tper Group has set its strategic position in an industrial and competitive perspective, carefully structured from the point of view of assets, resources and organisation, while at the same time focusing on management efficiency and quality of services for travellers, with the aim of growing in services and in the region. In short, the Group's mission is to offer differentiated, sustainable, reliable and accessible mobility services, with the aim of optimising the expectations of users, improving the quality of the environment and people's lives in relation to intermodal and integrated mobility systems. The corporate vision, consistent with the objectives of the mission, is focused on the value of service to people. In fact, the Group pursues the objective of reducing distances and establishing connections in the region, and being chosen for the integration of services, comfort, economy and sustainability. Since May 2014, following the award of the public tender procedure called by Agenzia SRM - Reti e Mobilità, it has managed, based on a specific service contract, parking and services that complement the development of mobility in the Municipality of Bologna. In order to satisfy new and more flexible mobility needs, since 2018, in collaboration with the partners of the Omnibus consortium, TPER has managed CORRENTE, the free-flow 100% electric car sharing service powered by renewable energy, launched in Bologna and Ferrara. It is the only car sharing service in Italy with a fleet of electric vehicles and enables users to start their journeys in one city and finish it in the other. No shareholder holds control of TPER. The Emilia-Romagna Region is the relative majority shareholder of TPER (46.13%). The other shareholders are the Municipality of Bologna (30.11%), the Metropolitan City of Bologna, (18.79%), the Azienda Consorziale Transport ACT of Reggio Emilia (3.06%), the Province of Ferrara (1.01%), the Municipality of Ferrara (0.65%), Ravenna Holding Spa (0.04%) and the Province of Parma (0.04%). Furthermore, TPER owns 111,480 treasury shares (0.16%), with a nominal value of Euro 1 each. Pursuant to Article 2428 of the Italian Civil Code, it should be noted that there were no purchases or disposals of Tper shares in 2019 and that no companies control Tper. 2 TPER also fulfils the role of implementing entity for the most important mobility development initiatives in the Bologna metropolitan area, such as trolleybus conversion of the main bus lines and completion of the Metropolitan Railway Service, in addition to the road-based assisted driving public transport system, which involves the use of Crealis trolley vehicles. In addition, in the first few months of 2014, TPER became the reference shareholder of SETA, a company that provides local public road-based transport services in the provinces of Modena, Reggio Emilia and Piacenza, and is also already a shareholder of START, which provides its services in the Romagna area: two equity investments that point to possible further development of integration between the road-based public transport companies in the region. TPER holds equity investments in 13 companies, primarily operating in the passenger and goods transport sector, of which 7 are subsidiaries and 6 are associates. The Tper Group's composition as at 31 December 2019 is as follows: TT s.c.a.r..l. The Tper Group has drawn up its consolidated financial statements according to the applicable rules. The scope of consolidation includes not only the Parent company Tper, but all subsidiaries as defined by Article 2359 of the Italian Civil Code. 3 Area di consolidamento % consolidamento % possesso % terzi Tper SpA (controllante) 100% 100,00% 0% MA.FER Srl 100% 100,00% 0% TPF Soc.Cons.a r.l. 100% 97,00% 3,00% Dinazzano Po SpA 100% 95,35% 4,65% Herm Srl 100% 94,95% 5,05% TPB Soc.Cons.a r.l. 100% 85,00% 15,00% Omnibus Soc.Cons.a r.l. 100% 51,00% 49,00% SST Srl 100% 51,00% 49,00% Some information on subsidiaries is provided below. For the company results, please refer to the Explanatory Notes. MA.FER Srl MA.FER's main activity is the maintenance of railway rolling stock. In 2019, the company recorded operating revenues of Euro 20,441 thousand, and a profit of Euro 2,168 thousand. TPF Soc.Cons.a r.l. The corporate purpose of TPF, established in 2006 in line with the launch of the service following a public tender, consists of local public transport and all ancillary activities in the Ferrara area, where the Company holds the contract service for urban and interurban bus transport, distributing the activities among the consortium members. The other shareholder is FE.M. Soc. Cons. a rl with 3% of the share capital. In 2019, the company recorded operating revenues of Euro 20,215 thousand, and a profit of Euro 145 thousand. Dinazzano Po SpA The corporate purpose of Dinazzano Po consists of rail freight transport and the execution of rail freight services, as well as the management of rail terminals and intermodal terminals. The other shareholders are the Port Authority of Ravenna, the Intermodal Port of Ravenna SAPIR SpA and Mercitalia Rail Srl with 1.55% of the share capital each. In 2019, the company recorded operating revenues of Euro 26,669 thousand, and a profit of Euro 368 thousand. TPB Soc.Cons.a r.l. The corporate purpose of TPB, established in 2011 following the tender for the public transport service in the Bologna area, consists of local public transport and all ancillary activities in the Bologna area, where the company holds the service contract for urban and interurban bus transport, sharing the activities between the consortium members. The other shareholders are Omnibus Soc. Cons. a rl with 10% and Autoguidovie SpA with 5% of the share capital. In 2019, the company recorded operating revenues of Euro 94,615 thousand, and a profit of Euro 253 thousand. 4 HERM Holding Emilia-Romagna Mobilità Srl Herm is a holding company that holds 21,416,074 shares (equal to 42.841%) of Seta SpA. The other shareholder is Nuova Mobilità Scarl with 5.05% of the share capital. In 2019, the company recorded operating revenues of Euro 43 thousand, and a profit of Euro 19 thousand. Omnibus Soc.Cons.a r.l. Omnibus manages transport and mobility services in general, in the interest of its consortium members. The other shareholders are Cosepuri Scpa with 17% of the share capital, Saca Scarl with 17% of the share capital, and Coerbus Scarl with 15% of the share capital. In 2019, the company recorded operating revenues of Euro 25,782 thousand, and a profit of Euro 689 thousand. SST SrL SST manages school transport services, transport in general and mobility services in the Ferrara area. The other shareholder is FE.M. Soc. Cons. a rl with 49% of the share capital. In 2019, the company recorded revenues of Euro 4,521 thousand, and a profit of Euro 776 thousand. 5 2. THE INDUSTRY REGULATORY FRAMEWORK The Tper Group operates in the local public transport sector, whose regulations were concerned by recent significant legislative and regulatory intervention, subject to a complex EU regulatory framework, and subsequently acknowledged by the national and regional legislation. The current general provisions of EU (in particular Regulation (EC) 23/10/2007, no. 1370/2007) and state (Legislative Decree no. 422/97 and subsequent amendments and additions) origin in fact, were supported at legislative level by Decree Law no. 50 of 24/04/2017 (converted to law, with amendments, by Article 1, paragraph 1, Law no. 96 of 21 June 2017), containing "Urgent provisions on financial matters, initiatives in favour of territorial authorities, additional initiatives for areas affected by seismic events and development measures", and on the regulatory front, the initiatives of the Antitrust Authority (in the conclusive report of the fact-finding investigation IC47/2016) and the Transport Regulatory Authority (in particular with resolutions no.