Obbligazione A2A SPA 1.5% ( XS2457496359 ) in EUR

Emittente A2A SPA
Prezzo di mercato 100 EUR  ⇌ 
Paese  Italia
Codice isin  XS2457496359 ( in EUR )
Tasso d'interesse 1.5% per anno ( pagato 1 volta l'anno)
Scadenza 16/03/2028 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione A2A S.p.A XS2457496359 in EUR 1.5%, scaduta


Importo minimo 100 000 EUR
Importo totale 500 000 000 EUR
Descrizione dettagliata A2A S.p.A. è una multiutility italiana attiva nella produzione e distribuzione di energia elettrica, gas naturale e calore, nonché nella gestione dei servizi ambientali e idrici.

L'obbligazione con identificativo ISIN XS2457496359, emessa da A2A S.p.A., primaria società multiutility italiana con sede in Italia operante nei settori energia, acqua e ambiente, ha raggiunto la sua maturità e completezza finanziaria, essendo giunta a scadenza il 16 marzo 2028 e successivamente integralmente rimborsata; questa emissione, denominata in Euro, presentava una dimensione totale di 500.000.000 EUR, un tasso d'interesse fisso annuale dell'1,5% con frequenza di pagamento annuale, un taglio minimo di acquisto di 100.000 EUR, e il suo valore di mercato era attestato al 100% al momento del suo ciclo finale, confermando la regolarità del processo di rimborso da parte dell'emittente.







BASE PROSPECTUS

A2A S.p.A.
(incorporated with limited liability in the Republic of Italy)
Euro 6,000,000,000
Euro Medium Term Note Programme
Under this Euro 6,000,000,000 Euro Medium Term Note Programme (the Programme), A2A S.p.A. (the
Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the
Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme
will not exceed Euro 6,000,000,000 (or its equivalent in other currencies calculated as described in the
Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of
the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer
(each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing
basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being
(or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these
risks see "Risk Factors".
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur
Financier (the CSSF), as competent authority under Regulation (EU) 2017/1129, as amended (the
Prospectus Regulation). The CSSF only approves this Base Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the
CSSF should not be considered as an endorsement of the Issuer or of the quality of the Notes. Investors
should make their own assessment as to the suitability of investing in the Notes.
The CSSF gives no undertaking as to the economic or financial soundness of the transactions contemplated
by this Base Prospectus or the quality and solvency of the Issuer. Application has been made to the
Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg
Stock Exchange.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such
Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been
listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated
market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive
2014/65/EU) as amended (MiFID II).
This Base Prospectus is available on the Issuer's website at https://www.a2a.eu/en/investors/debt.
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months
from its date in relation to Notes which are to be admitted to trading on a regulated market in the







European Economic Area (the EEA). This Base Prospectus will expire on 27 May 2023. The obligation
to supplement this Base Prospectus in the event of a significant new factor, material mistake or
material inaccuracy does not apply when this Base Prospectus is no longer valid.
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to
be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in
circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms
and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms) which
will be filed with the CSSF. Copies of Final Terms in relation to Notes to be admitted to trading on the
regulated market of the Luxembourg Stock Exchange and listed on the Official List of the Luxembourg
Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other
or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The
Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and
Conditions of the Notes herein, in which event a supplement to the Base Prospectus, if appropriate, or a
drawdown prospectus or a new base prospectus will be made available which will describe the effect of the
agreement reached in relation to such Notes.
The Issuer has been rated "Baa2" (long term) with a "stable" outlook by Moody's France SAS (Moody's) and
"BBB" (long term) and "A-2" (short term) with a "negative" outlook by S&P Global Ratings Europe Limited
(Standard & Poor's). The Programme has been rated "(P)Baa2" by Moody's and "BBB" by Standard &
Poor's. Each of Moody's and Standard & Poor's is established in the European Union and is registered under
the Regulation (EC) No. 1060/2009 (as amended, the CRA Regulation). As such each of Moody's and
Standard & Poor's is included in the list of credit rating agencies published by the European Securities and
Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-
CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated
by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating
will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the
Programme by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
Amounts payable under the Floating Rate Notes will be calculated by reference to EURIBOR or CMS Rate,
as specified in the applicable Final Terms. As at the date of this Base Prospectus, the European Money
Markets Institute (as administrator of EURIBOR) is included in the ESMA's register of administrators under
Article 36 of the Regulation (EU) No. 2016/1011, as amended (the EU Benchmarks Regulation). As at the
date of this Base Prospectus, the ICE Benchmark Administration (as administrator of CMS Rate) is not
included in register of administrators maintained by the European Securities and Markets Authority (ESMA)
under Article 36 of the EU Benchmarks Regulation. As far the Issuer is aware, the transitional provisions in
Article 51 of the EU Benchmarks Regulation apply, such that the ICE Benchmark Administration is not
currently required to obtain authorisation/registration (or, if located outside the European Union, recognition,
endorsement or equivalence).




ii




Co-Arrangers

J.P. Morgan

UniCredit


Dealers
BBVA
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Goldman Sachs International
J.P. Morgan
IMI ­ Intesa Sanpaolo
Mediobanca
Morgan Stanley
Santander Corporate & Investment Banking
Société Générale Corporate & Investment Banking
UniCredit

The date of this Base Prospectus is 27 May 2022.


iii




IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of Notes issued under the Programme for the
purposes of Article 8 of the Prospectus Regulation. When used in this Base Prospectus, Prospectus
Regulation means Regulation (EU) 2017/1129, as amended.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms
for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having
taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is
in accordance with the facts and does not omit anything likely to affect the import of such information.
In respect of information in this Base Prospectus that has been extracted from a third party, the Issuer
confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to
ascertain from information published by third parties, no facts have been omitted which would render the
reproduced information inaccurate or misleading. Although the Issuer believes that the external sources used
are reliable, the Issuer has not independently verified the information provided by such sources.
This Base Prospectus is to be read in conjunction with any supplements hereto and with all documents which
are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Base
Prospectus shall be read and construed on the basis that such documents are incorporated by reference and
form part of this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference"), the information on the websites to which this Base Prospectus refers does not
form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers nor by their respective affiliates (including parent companies) as to the accuracy or
completeness of the information contained or incorporated by reference in this Base Prospectus or any other
information provided by the Issuer in connection with the Programme. None of the Dealers nor any of their
respective affiliates (including parent companies) accept any liability in relation to the information contained
or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in
connection with the Programme.
In relation to Green Bonds and Sustainability ­ Linked Bonds (as defined below), neither the Arrangers nor
any Dealer makes any representation as to the suitability of such Green Bonds and Sustainability ­ Linked
Bonds to fulfil green or sustainability criteria (as applicable) required by prospective investors. The
Arrangers and the Dealers have not undertaken, nor are responsible for, any assessment of the eligibility
criteria for eligible green projects, any verification of whether such Green Bonds and Sustainability ­ Linked
Bonds meet the relevant eligibility criteria, the monitoring of the use of proceeds of any Green Bonds or the
allocation of the proceeds of any Green Bonds (or amounts equal or equivalent thereto) by the Issuer to
particular eligible green projects. None of the Arrangers or the Dealers will verify or monitor the proposed
use of proceeds of the Green Bonds issued under the Programme.
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any other information supplied in connection with
the Programme or the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any other


iv




information supplied in connection with the Programme or any Notes should purchase any Notes. Each
investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base
Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes
constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe
for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date indicated in the document containing the same. The Dealers
expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the
Programme or to advise any investor in Notes issued under the Programme of any information coming to
their attention.
IMPORTANT ­ EEA RETAIL INVESTORS ­ If the Final Terms in respect of any Notes includes a
legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive
(EU) 2016/97 (as amended, the Insurance Distribution Directive), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No. 1286/2014 (as amended or superseded, the PRIIPs
Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT ­ UK RETAIL INVESTORS ­ If the Final Terms in respect of any Notes includes a legend
entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer
within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to
implement the Insurance Distribution Directive, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No.
1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for
offering or selling the Notes or otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / target market ­ The Final Terms in respect of any Notes may include a
legend entitled "MiFID II product governance" which will outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a distributor) should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (as amended, the MiFID II Product Governance
Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise


v




neither the Co-Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID II Product Governance Rules.
UK MiFIR product governance / target market ­ The Final Terms in respect of any Notes may include a
legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect
of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a distributor) should take into consideration the target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Co-Arrangers nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition) of
Singapore, as modified or amended from time to time (the SFA) ­ Unless otherwise stated in the Final
Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall be prescribed
capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).



vi




IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular no action has been taken by the
Issuer or the Dealers which is intended to permit a public offering of any Notes or distribution of this Base
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations. Persons into whose possession this Base
Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on
the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the EEA
(including, for these purposes, without limitation, the Republic of Italy and Belgium), the United Kingdom,
Japan, Singapore and Switzerland see "Subscription and Sale".
SALES TO ONTARIO PERMITTED INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1)
of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must
be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada
may provide a purchaser with remedies for rescission or damages if this Base Prospectus (including any
amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of
the purchaser's province or territory for particulars of these rights or consult with a legal advisor.
SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;


vii




(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal and tax advisers to determine whether and to what extent (1)
Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3)
other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their
legal and tax advisors or the appropriate regulators to determine the appropriate treatment of Notes under any
applicable risk-based capital or similar rules.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, (the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act
unless an exemption from the registration requirements of the Securities Act is available and in accordance
with all applicable securities laws of any state of the United States and any other jurisdiction (see
"Subscription and Sale").
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
Presentation of Financial Information
The Group's financial information as at and for the years ended 31 December 2020 and 31 December 2021
included in this Base Prospectus has been derived from the audited consolidated financial statements of the
Group for the financial years ended 31 December 2020 and 31 December 2021. Such consolidated financial
statements are incorporated by reference herein (see "Documents Incorporated by Reference") and have
been prepared in accordance with:
·
Article 154-ter of Legislative Decree No. 58 of 24 February 1998, as amended (the Financial
Services Act) and CONSOB Regulation No. 11971 of 14 May 1999, as amended (Regulation No.
11971); and
·
International Financial Reporting Standards (IFRS) issued by the International Accounting
Standard Board (IASB) as endorsed by the European Union. IFRS means all the revised
international accounting standards (IAS) and all the interpretations of the International Financial
Reporting Interpretations Committee (IFRIC), formerly known as the Standing Interpretations
Committee (SIC).
·
The accounting principles applied in preparing the Group's audited consolidated financial statements
as at and for the year ended 31 December 2020 and 31 December 2021 are the same as those used to
prepare the Group's audited consolidated financial statements as at and for the year ended 31
December 2019, except for:
o the new Standard IFRS 16 - Leases ­ adopted by the Group starting from 1 January 2019;
o the amendments to Standard IFRS 9 ­ Financial Instruments ­ effective from 1 January 2019
with no significant impact on the Group's consolidated financial statement;


viii




o the amendments to IAS 28 ­ Investments in Associates and Joint Ventures ­ effective from 1
January 2019 with no significant impact on the Group's consolidated financial statement;
o the amendments to IAS 19 ­ Employee Benefits ­ effective from 1 January 2019 with no
significant impact on the Group's consolidated financial statement;
o the amendments to IAS 1 ­ Presentation of Financial Statements - and IAS 8 ­ Accounting
policies, Changes in Accounting Estimates and Errors ­ effective from 1 January 2020 with
no significant impact on the Group's consolidated financial statement.
o the amendments to IFRS 9 ­ Financial Instruments ­ IAS 39 ­ Financial Instruments:
Recognition and Measurement ­ and IFRS 7 ­ Financial Instruments: Disclosure ­ effective
from 1 January 2020 with no significant impact on the Group's consolidated financial
statement;
o the amendments to IFRS 3 ­ Business Combinations­ effective from 1 January 2020 with no
significant impact on the Group's consolidated financial statement;
o the amendments to IFRS 16 ­ Leases ­ applicable to all financial statements closed from 1
June 2020 with no significant impact on the Group's consolidated financial statement.
Alternative Performance Measures
This Base Prospectus and the documents incorporated by reference contain certain alternative performance
measures (APMs) which differ from the IFRS-EU financial indicators adopted by the Group and presented
in the audited consolidated financial statements as at and for the years ended, respectively, 31 December
2020 and 31 December 2021 and the press release dated 12 May 2022 headed "A2A, Results as at March 31,
2022" relating to the certain unaudited consolidated interim data of A2A for the three month period ended 31
March 2022.
Such APMs are extracted directly from, respectively, the audited consolidated financial statements as at and
for the years ended, respectively, 31 December 2020 and 31 December 2021 and the press release dated 12
May 2022 headed "A2A, Results as at March 31, 2022" and are useful to present the results more efficiently
and to analyse the financial performance of the A2A Group. In particular, AMPs, as well as comparatives
with the previous period, are included, inter alia, in the section headed "Consolidated results and report on
operation" of the report on operation for the financial year ended 31 December 2020 and 31 December 2021
(the Report on Operation 2020 and Report on Operation 2021).
On 3 December 2015, CONSOB (Commissione Nazionale per le Società e la Borsa, the Italian securities and
exchange commission) issued Communication No. 92543/15 that acknowledged the Guidelines issued on 3
October 2015 by ESMA concerning the presentation of APMs disclosed in regulated information and
prospectuses published as from 3 July 2016 (the Guidelines). The Guidelines ­ which update the previous
CESR Recommendation (CESR/05-178b) ­ are aimed at promoting the usefulness and transparency of
APMs in order to improve their comparability, reliability and comprehensibility. In addition, ESMA also
published a Questions and Answers (Q&A) document on the Guidelines, last updated on 1 April 2022, to
promote common supervisory approaches and practices in the application of the Guidelines.
In line with the Guidelines, the definitions, contents, basis of calculation and criteria used to construct the
APMs adopted by the A2A Group are described below.


ix




Gross operating income (or EBITDA or Gross operating margin)
Gross operating income (otherwise referred to as EBITDA) is an operating performance indicator, calculated
as "Net Operating Income" (otherwise referred to as EBIT) plus "Depreciation, amortisation, provisions and
write-downs".
This APM is used by A2A as financial target in presentations both within the A2A Group (business plans)
and externally (such financial analysts and investors presentations); it represents a useful measure to assess
the operating performance of the A2A Group (both as a whole and in terms of individual Business Unit),
also through a comparison between the operating results of the reporting period with those relating to
previous periods or years. Furthermore, such measure allows A2A to conduct trend analysis and compare
internal efficiency performance over time.
Result from non-recurring transactions
The Result from non-recurring transactions is an alternative performance indicator designed to highlight
the capital gains/losses arising from the valuation at fair value of non-current assets sold and the results from
the sale of equity investments in unconsolidated subsidiaries and associated companies and other non-
operating income/expenses.
This indicator is placed between net operating income and the financial balance. In this way, net operating
income is not affected by non-recurring operations, making it easier to measure the effective performance of
the Group's ordinary operating activities.
This APM is used by A2A as a measure for the evaluation of the performance associated with non-current
assets and liabilities held for sale (or disposal groups) of the A2A Group in internal presentations (business
plans) and in external presentations (such as analysts and investors presentations).
Net fixed capital
The Net fixed capital is determined as the algebraic sum of:
-
tangible assets;
-
intangible assets;
-
investments accounted for using the equity method and other non-current financial assets;
-
other non- current assets and liabilities;
-
deferred tax assets and deferred tax liabilities;
-
provisions for risks, charges and liabilities for landfills;
-
employee benefits.
This APM is used by the A2A Group as a financial target in presentations both within the Group (business
plans) and externally (presentations to financial analysts and investors); it represents a useful measure for the
evaluation of net fixed assets of the A2A Group as a whole, also through the comparison of the reporting
period with those of the previous periods or years. Furthermore, such measure allows A2A to conduct
analyses on operational trends and measure performance in terms of operational efficiency over time.
Working capital
The Working capital is calculated as the algebraic sum of:
-
inventories;


x




Document Outline