CDP RETI s.r.l. 2013 Report and Financial Statements CDP RETI S.r.l. FINANCIAL STATEMENTS at 31 December 2013 CDP RETI s.r.l. 2013 Report and Financial Statements Financial statements 2013 CDP RETI Limited liability company with a single member _____________________________________________________ REGISTERED OFFICE ROME – Via Goito, 4 COMPANY REGISTER OF ROME Entered in Company Register of Rome no. 12084871008 Registered with Chamber of Commerce of Rome at no. REA RM-1349016 SHARE CAPITAL Share capital €100,000.00 fully paid up Tax code and VAT registration no. 12084871008 Company subject to management and coordination by Cassa depositi e prestiti società per azioni – Via Goito 4, Rome – Share capital €3,500,000,000.00 fully paid up, registered with Chamber of Commerce of Rome at no. REA 1053767 - Tax code and Company Register of Rome no. 80199230584 - VAT registration no. 07756511007 2 CDP RETI s.r.l. 2013 Report and Financial Statements CORPORATE AND SUPERVISORY BODIES Sole Director Giovanni GORNO TEMPINI Sole Auditor Guglielmo MARENGO Independent auditors PricewaterhouseCoopers S.p.A. 3 CDP RETI s.r.l. 2013 Report and Financial Statements CONTENTS REPORT ON OPERATIONS SEPARATE FINANCIAL STATEMENTS BALANCE SHEET INCOME STATEMENT STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR STATEMENT OF CHANGES IN EQUITY CASH FLOW STATEMENT NOTES ANNEXES REPORT OF THE INDEPENDENT AUDITORS REPORT OF THE BOARD OF AUDITORS 4 CDP RETI s.r.l. 2013 Report and Financial Statements REPORT ON OPERATIONS (FINANCIAL YEAR ENDED 31/12/2013) 5 CDP RETI s.r.l. 2013 Report and Financial Statements CONTENTS OF THE REPORT ON OPERATIONS 1. PRESENTATION OF THE COMPANY..................................................... 7 1.1 CDP RETI S.R.L.'S ROLE AND MISSION ........................................................... 7 1.2 BACKGROUND SCENARIO ............................................................................... 7 2. MAIN ACTIVITIES IN 2013 ................................................................ 9 3. STRUCTURE AND OPERATIONS ........................................................ 11 3.1 CORPORATE BODIES ................................................................................... 11 3.2 ORGANISATIONAL STRUCTURE ...................................................................... 11 3.3 ORGANISATIONAL, COMPLIANCE AND RISK MANAGEMENT ASPECTS ....................... 11 CDP RETI RESULTS ................................................................................. 11 4. FINANCIAL POSITION AND OPERATING PERFORMANCE.................. 11 4.1 RECLASSIFIED BALANCE SHEET ..................................................................... 12 4.1.1 ASSETS ................................................................................................... 12 4.1.2 LIABILITIES AND EQUITY............................................................................ 12 4.2.1 INCOME PERFORMANCE .............................................................................. 13 5. OUTLOOK - PROSPECTS FOR 2014 ................................................... 14 6. SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE FINANCIAL YEAR............................................................................. 15 7 FURTHER INFORMATION PURSUANT TO ART. 2428 OF THE ITALIAN CIVIL CODE ....................................................................... 15 8. PROPOSED ALLOCATION OF NET INCOME FOR THE YEAR ................ 16 6 CDP RETI s.r.l. 2013 Report and Financial Statements REPORT ON OPERATIONS 1. PRESENTATION OF THE COMPANY 1.1 CDP RETI S.R.L.'S ROLE AND MISSION CDP RETI S.r.l. (“CDP RETI”) is an investment vehicle established in October 2012 and 100% owned by Cassa Depositi e Prestiti S.p.a. ("CDP" or "Sole Member"), through which on 15 October 2012 an equity interest was acquired in SNAM SpA (“SNAM”) from ENI, equal to 30% of its voting capital less one share. SNAM is an integrated group that oversees regulated activities in the gas sector in Italy. The Group operates in the areas of natural gas transport and dispatching, regasification of liquefied natural gas, and distribution and storage of natural gas. CDP RETI's mission is therefore to manage the holding in SNAM, monitoring the infrastructure it operates to ensure it is developed and maintained appropriately, and developing the necessary expertise in hydrocarbon transmission, dispatching, distribution, regasification and storage, in order to oversee its investments most effectively. CDP RETI's corporate purpose also includes the management of equity investments in the field of energy grid infrastructure. At 31 December 2013, CDP RETI exclusively holds an equity investment in the share capital of SNAM. 1.2 BACKGROUND SCENARIO The European gas market is the only sector in which CDP RETI has invested as of the end of the financial year 2013. In recent years it has been characterised by an erratic trend, with signs of a fall in demand. In particular, the Italian market saw a 6.5% reduction in gas demand in 2013. 7 CDP RETI s.r.l. 2013 Report and Financial Statements The gas sector is undergoing significant changes caused by the gradual implementation of the regulations set out in Directive 2009/73/EC (the "Third Gas Directive”). The Third Gas Directive establishes common rules on natural gas transmission, distribution, supply and storage. For the gas transport segment, it requires EU member states to pursue "unbundling” starting from 3 March 2012, by separating transport systems and transport system operators. The European legislation covers three different models: • Ownership unbundling: ownership separation between the entity that owns and manages the network and the enterprises active in the commercial gas supply segment (art. 9); • Independent System Operator or “ISO”: vertically integrated enterprises can maintain ownership of the network assets, provided its management is delegated to a third-party operator, entirely responsible for the transmission functions (art. 14); • Independent Transmission Operator or “ITO”: vertically integrated undertakings can maintain ownership and control of the company that owns the network and manages transmission, provided it guarantees its decision-making and functional independence (chapter IV, articles 17 et seq.). Legislative Decree 93/11 transposes the provisions of the Third Energy Package, identifying the ITO as the unbundling option for Italy and setting out the certification procedures. Through Decree-Law 1 of 24 January 2012 (converted with amendments by Law 27 of 24 January 2012), the Italian Government adopted a package of structural reforms to promote and support the growth and development of the country, one requirement of which was the ownership unbundling of SNAM and ENI. The aim of the government's measure was to unbundle ownership of the infrastructure manager and gas importers/distributors, in order to increase competition in the market while optimising the development of the network and ensuring non-discriminatory access for all operators. 8 CDP RETI s.r.l. 2013 Report and Financial Statements Implementation was governed by the Prime Minister's Decree adopted on 25 May 2012, which identified CDP as the appropriate candidate to guarantee the stable core ownership of SNAM that would ensure the development of key assets and protect the public service characteristics of the activities performed by the company. With the support of CDP, its owner, CDP RETI intends to provide SNAM with all necessary support to ensure that the investee can continue to safeguard and develop its business. 2. MAIN ACTIVITIES IN 2013 The year 2013 was CDP RETI's second year of operations. The company did not alter its stake in SNAM during the year. As at 31 December 2013, CDP RETI holds 1,014,491,489 shares in SNAM, equal to 30.0258% of the voting share capital and 30.00000002% of SNAM's issued share capital. Although CDP Reti exceeded the threshold of owning more than 30% of the voting capital in SNAM, it was not obligated to make a takeover bid pursuant to art. 106, paragraph 1, of Legislative Decree 58/98 (Single Finance Act), as also confirmed by CONSOB decision 18330 of 26 September 2012, due to the exemption applicable to the case in question in the event of “transfers between entities linked by significant ownership relationships” as set out in art. 106, paragraph 5, letter b) of the Single Finance Act. SNAM is a company listed on the Milan stock exchange that operates in regulated gas-sector activities in Italy and is a highly significant European operator in terms of regulatory asset base (RAB). SNAM and its investees cover four business areas: natural gas transmission: provision of transmission capacity and transmission of gas delivered to the entry points of the national gas pipelines up to the redelivery points of the regional network, where the gas is redelivered to the users of the service; 9 CDP RETI s.r.l. 2013 Report and Financial Statements regasification of natural gas: regasification involves unloading LNG previously liquefied by the LNG carrier, storing it for the time required to vaporise the LNG, its regasification and feeding it into the national grid; natural gas storage: performed under a concession system with the purpose of balancing the difference between gas supply and demand. This activity is made possible by using an integrated system of infrastructure, comprising reservoirs, gas treatment plants, compression stations and an operational dispatching centre; natural gas distribution: performed under a concession through assignment