Autostrade per l'Italia

BOARD OF DIRECTORS For the financial years 2022 – 2023 – 2024

CHAIRWOMAN: Elisabetta OLIVERI CHIEF EXECUTIVE OFFICER: Roberto TOMASI DEPUTY CHAIRMAN: Gianluca RICCI

DIRECTORS: Fabio BARCHIESI, Sergio BUONCRISTIANO, Fulvio CONTI, Christoph HOLZER, Jonathan Grant KELLY, Zhiping CHEN, Fabio MASSOLI, Massimo ROMANO, Francesca PACE, Andrea VALERI, Ignacio BOTELLA RODRIGUEZ

COMMITTEES:

• MAJOR WORKS COMMITTEE: Elisabetta OLIVERI (Chair), Roberto TOMASI, Gianluca RICCI, Fabio BARCHIESI, Sergio BUONCRISTIANO, Christoph HOLZER, Jonathan Grant KELLY, Zhiping CHEN, Ignacio BOTELLA RODRIGUEZ
• CONTROL, RISK, AUDIT AND RELATED PARTIES COMMITTEE: Francesca PACE (Chair), Jonathan Grant KELLY, Zhiping CHEN, Fabio MASSOLI, Gianluca RICCI
• REMUNERATION AND NOMINATIONS COMMITTEE: Massimo ROMANO (Chair), Gianluca RICCI, Christoph HOLZER, Andrea VALERI
• ESG & HS COMMITTEE: Fabio MASSOLI (Chair), Sergio BUONCRISTIANO, Francesca PACE, Ignacio BOTELLA RODRIGUEZ
• FINANCIAL PLAN COMMITTEE: Roberto TOMASI (Chair), Elisabetta OLIVERI, Gianluca RICCI, Zhiping CHEN, Christoph HOLZER, Fabio MASSOLI, Andrea VALERI

BOARD OF STATUTORY AUDITORS For the financial years 2021 – 2022 – 2023 CHAIRMAN: Angelo Gervaso COLOMBO STANDING AUDITORS: Franco CADOPPI, Roberto COLUSSI, Donato LIGUORI, Marino MARRAZZA ALTERNATE AUDITORS: Francesco ORIOLI, Daniele VEZZANI

Integration of sustainability-related performance in incentive schemes

Overview

The remuneration policy is approved by the Shareholders' Meeting, on the recommendation of the Board of Directors, assisted by the Remuneration and Nominations Committee, and establishes incentive schemes for senior management linked to sustainability objectives.

The Group's remuneration policy establishes:

• A fixed component appropriate to the type of role and level of responsibility held, which takes into account the corporate context and market benchmarks
• Alignment between the incentive scheme and the pursuit of the Company's medium- to long-term results, ensuring that a significant portion of the remuneration is linked to the results achieved
• A balance between fixed and variable components of remuneration, and close correlation of the variable component with the Company's results (pay for performance)
• A strong orientation towards stakeholders' interests, via provision of ESG targets

Short-term variable remuneration (STI)

Roles covered

The Management by Objectives (MBO) Plan is aimed at:

• CEO/General Manager
• Senior management
• Middle management

Plan structure

The MBO Plan is linked to short-term Company results, which translates into monetary compensation on achievement of qualitative-quantitative objectives that are consistent with the budget and the Company's Transformation Plan.

The Plan is reviewed annually by the Remuneration and Nominations Committee, which submits an opinion to the Board of Directors on the plan's architecture, the principles and rules of operation (defined via a special Regulation) and the objectives of the Chief Executive Officer and senior management, for subsequent final approval.

Sustainability KPIs and weighting for 2024

All the MBO profiles, starting with the Chief Executive Officer's, include a common component accounting for as much as 40 out of 100 points related to objectives that are strongly linked to sustainability.

Specifically, for 2024:

• 20 points: Network monitoring and modernisation programmes, which are closely linked to the climate change adaptation strategy
• 15 points: Achievement of workplace safety targets, measured by "HS leading indicators" that assess the results in terms of accident reduction, as well as an increase in worker engagement initiatives throughout the value chain
• 5 points: Drafting and publication of the Climate Transition Plan

Furthermore, managers' specific individual targets, which can range between 5 and 20 points, very often refer to additional projects included in the Sustainability Plan.

Long-term variable remuneration (LTI)

Roles covered

In 2024, with the support of the Remuneration and Nominations Committee, the Board of Directors drew up a long-term incentive scheme for:

• Chief Executive Officer/General Manager
• Senior management
• K-strategic people

Plan structure

The scheme envisages:

• A single award in 2024
• Monetary award linked to fulfilment of specific entry conditions and achievement of three-year performance targets
• Evaluation period from 1 January 2024 to 31 December 2026
• Finalisation of targets after approval of the 2026 budget

Sustainability KPIs

Four sustainability-related targets have been set in the long-term incentive scheme:

1. Occupational health and safety at the Group
2. Occupational health and safety throughout the value chain
3. Narrowing the gender gap
4. Achievement of Scope 1 and Scope 2 CO2 reduction targets

Integration into climate strategy (E1 GOV-3)

Remuneration policy is one of the strategic levers applied to support achievement of the objectives of ASPI's strategic plan, thereby creating a clear and coherent link between corporate strategy and incentive schemes.

The variable incentive framework takes into account sustainability issues, primarily via quantitative objectives closely integrated with the strategic guidelines of the Company's Industrial Plan (Safety, Stakeholder Engagement, Smart Solutions and Sustainability).

Once again in 2024, variable remuneration components for senior and middle managers are linked to achievement of specific climate targets, and implementation of initiatives that support ASPI's broader climate ambition.

Business Overview

The Autostrade per l'Italia Group is an integrated sustainable mobility provider operating in Italy. The Group consists of five separate companies that hold concessions for the construction, operation and maintenance of toll motorways extending for a total of approximately 3,000 km (around 50% of Italy's motorway network) and including 214 service areas.

Strategic Vision and Business Model

The Group's strategic vision brings together key values that are shared by everyone within the Group: safety, responsibility, excellence, innovation and transparency. These values are structured around four key pillars: Safety, Stakeholder Engagement, Smart Solutions and Sustainability.

The Group operates as an industrial player capable of creating value for all stakeholders, combining expertise from engineering through to construction and from technology through to innovative sustainable mobility services.

Value Chain

The Group's activities span across multiple segments:

1. Motorways: Operating 2,854.6 km of motorway network with concessions extending to 2038
2. Engineering and Construction: Through subsidiaries like Amplia Infrastructures and Tecne
3. Innovation and Technology: Through companies like Movyon and Free To X
4. Other Services: Including Youverse, Giovia, Ad Moving, and Elgea

Key Performance Indicators 2024:

• Total operating revenue: €4,387 million
• Gross operating profit (EBITDA): €2,601 million
• Capital and maintenance expenditure: €2,586 million
• Traffic: 51.4 billion kilometers traveled (up 1.9% vs 2023)
• Workforce: 10,059 employees

Strategic Guidelines

The Company is focused on:

• Regeneration and upgrade of the network with over 2,000 projects relating to bridges and tunnels
• Digitalisation and technological modernisation to deliver connected, smart and green infrastructure
• Sustainability initiatives including the first Climate Transition Plan published in September 2024
• Network safety improvements through new technologies and monitoring systems

Interests and views of stakeholders

Overview

Dialogue and discussion with stakeholders are crucially important for ASPI, which, via numerous channels, is committed to ensuring the principles of transparency, fairness and honesty. To ensure its effectiveness, the Group strives to make stakeholder engagement timely, accessible, appropriate and safe, by identifying and eliminating potential barriers that could hinder stakeholders' participation in vulnerable or marginalised situations. The Group's goal is to create an integrated and inclusive community, where the needs and expectations of all stakeholders are heard and met.

The Group has adopted a Stakeholder Engagement Policy, which regulates constant listening and interaction with all stakeholders, thereby further consolidating engagement with all stakeholders by taking an integrated approach, in governance and corporate strategy. The Policy clearly defines categories of stakeholders, identified according to their relevance in terms of potential impact on the Group's activities: institutions, employees, customers, suppliers, local areas and communities, investors and the financial community. The Group continuously engages these internal and external stakeholders, to create value for them as well as for the Group.

Stakeholder groups and engagement processes

The Group's interactions with stakeholders enable continuous evolution of the business model, thus ensuring that corporate strategies are aligned with stakeholder expectations. The Board of Directors, together with the ESG & HS Committee and the ESG Management Committee, promote and support continuous dialogue. This also takes the form of community engagement, starting from the design phase for motorway network infrastructure and continuing during project construction.

Integration of stakeholder views into materiality assessment

During the materiality assessment process, stakeholder engagement played a central role:

Impact Materiality: Highly interactive and participatory internal focus groups were organised with the GenZ Board, ESG Ambassadors and Employee Resource Groups (ERG). The involvement of these groups played a key role in gathering a wide range of innovative perspectives and ideas, on behalf of a forward-looking, inclusive and sustainable corporate culture. In parallel, discussions were held with leading Italian organisations and associations that share the common goal of promoting social wellbeing, sustainability and rights protection (defined as "opinion makers"). These meetings provided insight into the perceptions and expectations of external stakeholders, and ensured that corporate strategies were aligned with best practices and societal needs.

Financial Materiality: A meeting was organised with the head of External and Institutional Relations, Communication and Marketing. In parallel, special discussions were organised with all the members of the Risk Control, Audit and Related Parties Committee and the ESG and HS Committee. The purpose of these meetings was to explore internal perceptions of sustainability-related risks and opportunities in depth, and to gain a clearer view of stakeholders' ESG expectations.

Questionnaires: With the aim of including the voices of those who are directly and/or indirectly affected or influenced by the Group's operations, questionnaires were administered to the main internal and external stakeholders. These surveys were carefully tailored according to stakeholder type and the two materiality areas (impact and financial), enabling stakeholders to assess the significance of each impact, risk and opportunity identified as being potentially relevant to the Group.

• In the stakeholder engagement process focused on impact materiality, the questionnaire was submitted to the Group's entire workforce, to ensure full representation of the various internal perspectives of trade associations and opinion makers, and also strategic suppliers and business partners, in order to take external views into account as well.
• In the stakeholder engagement process focused on financial materiality, the questionnaire was exclusively submitted to investors and the financial community, in order to tap into their specific awareness of the financial risks and opportunities that the Group might be exposed to.

Integration into strategy and business model

The Group's interactions with stakeholders enable continuous evolution of the business model, thus ensuring that corporate strategies are aligned with stakeholder expectations. Stakeholder engagement results were integrated with the significance values obtained from the desk assessment, using a weighted average. Different and specific weightings were ascribed to the internal analysis and the various types of stakeholders involved, in order to ensure a balanced and representative assessment of the various perspectives.

This approach provided an in-depth and accurate view, which adequately reflected the relative importance of each contribution in the overall context of the analysis, and led to determination of the final significance of each impact, risk and opportunity on the preliminary long list.

Emergency response and grievance mechanisms

To manage any emergency situations that may arise effectively and promptly, ASPI has formalised procedures governing the procedures to be followed, such as the "Emergency Management Guidelines" and the "Whistleblowing Management Guidelines".

Proactive engagement approach

During the engagement process, the Group adopts a proactive attitude towards stakeholders' opinions, in order to provide prompt and targeted responses to their needs. The Group seeks to completely understand the expectations and needs of each category and implements targeted engagement strategies. This approach fosters effective communication, mindful sharing of information and fruitful collaboration with strategic stakeholders, including administrative, management and supervisory bodies.

Material impacts, risks and opportunities and their interaction with strategy and business model

Introduction

The Autostrade per l'Italia Group conducted a double materiality assessment across a broad spectrum of internal and external stakeholders, which played a crucial role in identifying the impacts of the ASPI Group's activities on the environment and people. This analysis enabled assessment of the risks and opportunities associated with sustainability issues, taking into account their current and future financial effects, both negative and positive. This approach enabled the Company to sharpen its focus on important issues related to sustainability, by further boosting its integration into business activities, including by understanding the connections between financial and sustainability variables.

Full list of material impacts, risks and opportunities (IROs)

The following table presents the complete shortlist of relevant IROs identified through the double materiality assessment:

IRO characteristics by time horizon and value chain location

All material sustainability topics examined in 2024 are aligned with ASPI's strategy. The materiality assessment included analysis across different time horizons (short, medium, long term) and value chain locations (direct operations, upstream, downstream).

Environmental topics are integrated into investment and maintenance plans and infrastructure management.

Working conditions and people development are deemed vital for the achievement of corporate objectives.

User safety is a priority matter along the motorway network.

Digitalisation, innovation and technological development are key factors for making progress.

Sustainable supply chain is essential for the achievement of stated goals, starting with cutting emissions.

Linkage between IROs and strategy / business model

Environmental issues are integrated into the overall corporate strategy via:

• Investment plans for infrastructure modernisation and climate adaptation
• The Climate Transition Plan approved by the Board of Directors in September 2024
• Net Zero Plan aligned with Science Based Targets initiative (SBTi)
• Envision protocol guidelines for sustainable design

Social issues are managed through:

• Health and Safety Management System (ISO 45001, ISO 39001 certified)
• People development programmes and training initiatives
• DEI Guidelines approved and updated (Uni PdR 125:2022 and ISO 30415:2021 certifications)
• Stakeholder Engagement Policy

Governance and business conduct are ensured via:

• Code of Ethics and Anti-Bribery Guidelines
• Enterprise Risk Management Guidelines
• Procurement and Supply Chain Guidelines including Supplier Code of Conduct
• Anti-fraud and Antitrust Compliance Guidelines

Interaction with business model

The Group's business model is highly integrated, and sustainability reporting includes all key data relating to the upstream and downstream value chain, taking into account institutions, investors and the financial community, suppliers, workers, customers, and local areas and communities.

ASPI oversees these matters by drawing up guidelines and policies that cover the Company's activities in all areas of the value chain. The supply chain is included in the ESG assessment process via specific questionnaires, the Open-es onboarding platform and dedicated training sessions. Indirect workers (contractors) are included in work safety targets and safety culture promotion activities. Motorway infrastructure users are included in traffic safety indicators.

Resilience to identified IROs

To manage impacts, risks and opportunities, which currently have limited financial effects, ASPI has adopted its own Business Continuity Model (BCM) managed by a dedicated unit. This model:

• Analyses critical business process and technology issues
• Supports identification of risks and potential disruptions
• Defines resilience strategies
• Monitors the value chain, including coordination of subsidiaries

The framework consists of four main phases:

1. Preparation and prevention: business disruption mapping, BCM governance, cause and gap analysis, heat map and assessment matrix analysis
2. Incident management: response plan, escalation mechanisms and communication plans for internal and external stakeholders
3. Recovery and follow-up: recovery plan development, continuous monitoring, ex-post assessment and corrective actions
4. Testing and continuing training: regular operational drills, information and training initiatives for staff and third parties

The business continuity management system is certified under International Standard ISO 22301:2019.

Climate-specific resilience

ASPI's climate change adaptation strategy consists of a four-step framework:

1. Readiness: actions to update knowledge of infrastructure; define management processes for disruption events; design in accordance with sustainable principles; extend useful life through investment in modernisation, upgrades and maintenance

2. Response and recovery: activated during adverse weather events, includes operational management, preliminary assessments, internal escalation and post-event analysis to improve protocols and plan recovery actions

3. Environmental monitoring: use of technologies for forecasting climatic and environmental phenomena (weather radar, satellites, hydrometric and geotechnical sensors)

4. Strategic engagement: active engagement with institutions and regulators at national, regional and local level via dialogue on consent procedures, data exchange, protocol development and integration of new regulations

Integration into governance and remuneration

The remuneration policy establishes incentive schemes for senior management linked to sustainability objectives:

Short-term variable remuneration (MBO): All MBO profiles include a common component accounting for up to 40 out of 100 points related to sustainability objectives:

• 20 points: network monitoring and modernisation programmes linked to climate change adaptation
• 15 points: workplace safety targets measured by HS leading indicators
• 5 points: drafting and publication of Climate Transition Plan (2024)

Long-term variable remuneration: Four sustainability-related targets set for 2024-2026:

• Two targets related to occupational health and safety at Group and value chain level
• One target related to narrowing the gender gap
• One target regarding Scope 1 and Scope 2 CO2 reduction

Stakeholder engagement in materiality assessment

The double materiality assessment involved engagement with main internal and external stakeholders:

For impact materiality:

• Internal focus groups with GenZ Board, ESG Ambassadors and Employee Resource Groups (ERG)
• Discussions with Italian organisations and associations ("opinion makers")
• Questionnaire submitted to entire workforce, trade associations, opinion makers, strategic suppliers and business partners

For financial materiality:

• Meeting with head of External and Institutional Relations, Communication and Marketing
• Discussions with all members of Risk Control, Audit and Related Parties Committee and ESG and HS Committee
• Questionnaire exclusively submitted to investors and financial community

The final significance of each IRO was determined by integrating results from the Datamaran software platform, internal desk assessment and stakeholder engagement activities using a weighted average approach.

Description of the process to identify and assess material impacts, risks and opportunities

Double materiality assessment methodology

The identification of the Group's list of representative, material and priority sustainability issues is the outcome of a multi-stage process deriving from a study of ASPI's operating environment, which takes into account the entire value chain. The external impacts - positive or negative, and actual or potential - that ASPI may have on people and the environment in the short, medium and long term were identified, as were the negative and positive financial effects that risks and opportunities associated with sustainability issues may have on the Group.

Step-by-step methodology

The process consists of five main phases:

1. Operating environment analysis

An analysis of the Group's operating environment was carried out using the Datamaran software platform. In order to provide a comprehensive, in-depth view of all corporate activities and trends through the lens of the value chain, the software platform performed a detailed and separate assessment of the Group's direct operations and the indirect operations arising from its commercial relationships. Moreover, the assessment performed, and the results obtained were differentiated in terms of the twofold dimension of materiality: impact materiality and financial materiality.

Parameters analyzed:

• Countries: selected taking into account the value chain (Europe)
• Sectors: based on the Sustainable Industry Classification System® (SICS®), all the sectors the Group directly and indirectly operates in were analysed, with particular attention paid to the upstream ones in the value chain, namely in the supply chain (construction, maintenance, infrastructure management)
• Peers and competitors: the main public sustainability and social responsibility documents of key European peers in the sector ASPI operates in were analysed and compared
• Mandatory regulations: regulations and binding laws that have an impact on sustainability issues were analysed
• Voluntary regulations: voluntary policy initiatives promoted by international organisations, non-governmental associations, trade associations were analysed. These included: International Financial Reporting Standards (IFRS), European Financial Reporting Advisory Group (EFRAG), Science Based Targets initiative (SBTi), Organisation for Economic Co-operation and Development (OECD)
• Media: a wide range of public documents was analysed, via a network of more than 40,000 global sources, and by using major search engines. These included articles, news, sector-specific benchmarks and scientific papers, as well as other publications on general sustainability trends

Internal involvement: A number of Company departments were involved, including Sustainability, Administration and ESG Reporting Compliance, Risk Management and External Relations, Institutional Affairs, Communication and Marketing.

2. Long-list IROs

The analyses carried out, taking into account the entire Group value chain, upstream and downstream, enabled a preliminary long list of 38 impacts, 23 risks and 9 opportunities to be drawn up.

The identification of impacts, risks and opportunities (IROs) was based on the thorough due diligence process set out in the GOV4 section.

In identifying sustainability-related risks and opportunities that have or could have a financial impact on the Group, careful consideration was given to the Group's own impacts and dependencies in relation to various crucial aspects, such as energy and fuels, water and natural resources, and biodiversity and ecosystem services, as well as with regard to its own workforce, end users, suppliers and workers throughout the value chain.

The risk identification and assessment process was enhanced and fine-tuned with the help of observations that emerged from constant dialogue with the Company's internal Risk Management department, and especially with the head of the department. In order to ensure consistency between the main risks the Group is exposed to and how they are managed, the risks emerging from the process were compared and checked for consistency with the top risks resulting from ASPI's Enterprise Risk Management (ERM) activities.

The list of IROs that emerged upon completion of this process was shared with the Chief Executive Officer and the Chairman of the Group, which reaffirms how strategically important sustainability issues are for ASPI.

3. Stakeholder engagement and dedicated meetings

During dedicated and specific meetings, the long list of impacts, risks and opportunities was subsequently shared with the Group's main internal and external stakeholders. These meetings promoted and facilitated open and constructive dialogue, which enabled a wide variety of significant feedback to be gathered.

4. Materiality threshold and short-list determination

A materiality threshold was established to determine which IROs should be considered relevant for the Group. This threshold was calculated using the arithmetic mean of the final significances.

Once the shortlist of relevant IROs had been established, they were precisely associated with the ESRS topics and sub-topics, thus becoming the main driver for reporting, and ensuring accurate reporting aligned with European Sustainability Reporting Standards.

Short list of relevant IROs

Inputs to the assessment

• Sector benchmarks: Analysis of main public sustainability and social responsibility documents of key European peers
• ESRS guidance: Association of relevant IROs with ESRS topics and sub-topics
• Internal experts: Involvement of Sustainability, Administration and ESG Reporting Compliance, Risk Management and External Relations, Institutional Affairs, Communication and Marketing departments
• External consultants: Use of Datamaran software platform (artificial intelligence to support ESG monitoring and analysis)
• Stakeholder consultation: Dedicated meetings with main internal and external stakeholders to share and discuss the long list of IROs
• Value chain mapping: Detailed assessment of direct operations and indirect operations arising from commercial relationships, with separate analysis for upstream and downstream activities

Governance and approval

Double materiality assessment, which is submitted in advance to the ESG and HS Committee and the Control, Risk, Audit and Related Parties Committee, is also subject to final approval by the Board of Directors.

The Sustainability department reports to the Chief Financial Officer (CFO) and is responsible for sustainability reporting, which is submitted to the Board of Directors for final approval.

Frequency and updates

Updates of the materiality process are envisaged, which should be carried out at least on an annual basis. In 2025, the ESG and HS Board Committee will continue to monitor the implementation of adopted policies, actions, metrics and targets related to sustainability issues.

Integration with risk management

The risks emerging from the process were compared and checked for consistency with the top risks resulting from ASPI's Enterprise Risk Management (ERM) activities.

Phase-in approach

As it was the first year of reporting under ESRS, ASPI opted for a phased approach, in line with the Standard's transitional provisions. With particular regard to voluntary and phase-in disclosures (Annex C: List of gradually introduced disclosure requirements), the Group has disclosed all available information and has already taken steps to disclose the remaining information in the coming years.

Climate Transition Plan

In September 2024, ASPI published the Company's first Climate Transition Plan, a document drawn up in line with the latest international frameworks, above all the TPT (Transition Plan Task force) and CDP. This document sets out the commitments, goals and concrete actions we plan to take to reduce greenhouse gas emissions and adapt our infrastructure to withstand extreme climate events.

Science-Based Targets

The SBTi (Science Based Targets initiative) validated the targets for 2050, which aim to cut direct and indirect CO2 emissions by 90%.

Climate Adaptation Measures

The definition of operational guidelines for managing flood risk, aimed at mitigating the resulting risks for road safety when extreme weather events occur. In 2024, €22 million was spent on repairs to the motorway network following the floods that hit Emilia-Romagna in 2023 and 2024.

Policies related to climate change mitigation and adaptation

Autostrade per l'Italia has established multiple policies addressing climate change mitigation and adaptation:

Climate Transition Plan

Policy name: Climate Transition Plan (CTP)

Approval and oversight:

• Presented to the ESG and HS Board Committee in July 2024
• Subsequently presented to the Board of Directors on 12 September 2024
• ESG and HS Board Committee monitors implementation on a quarterly basis

Key content and principles: The Climate Transition Plan consolidates ASPI's commitment to a climate pathway through three key principles: ambition, actions throughout the value chain, and objectives. The document sets out:

• Ambition for climate change adaptation and resilience
• Mitigation of climate impacts via development of decarbonisation policies
• Support for development of sustainable mobility strategies
• Targets aimed at limiting global warming to 1.5°C in accordance with the Paris Agreement
• Implementation and risk mitigation strategy
• Financial planning
• Stakeholder engagement strategy
• Governance structure
• Objectives and relevant metrics

Links to international standards:

• Developed in line with CSRD disclosure requirements
• Climate Disclosure Project (CDP) guidelines
• Transition Plan Taskforce (TPT) disclosure framework
• Aligned with the Paris Agreement
• Participation in Science Based Targets initiative (SBTi) and "Business Ambition for 1.5°C" campaign
• Short-term targets validated by SBTi in July 2022
• Long-term targets validated by SBTi in April 2024
• Alignment with UN Universal Declaration of Human Rights
• UN Guiding Principles on Business and Human Rights
• ILO Declaration on Fundamental Principles and Rights at Work
• UN 2030 Agenda Sustainable Development Goals

Public availability: Published in September 2024. Available at: https://www.autostrade.it/it/comunicazione-e-media/comunicati-stampa-corporate/-/bulletin/view/19971a8b-4ecd-4251-84f7-52409a0f44eb

Monitoring implementation:

• Progress against stated targets monitored quarterly
• ESG and HS Committee regularly informed on quarterly basis
• Progress of climate mitigation initiatives and emissions monitoring reported annually to stakeholders
• Metrics and targets for adaptation activities being drawn up and will be aligned with Group's new investment plan

Integrated Management System Policy

Policy name: Integrated management system policy

Key content and principles: Addresses climate-related environmental management as part of integrated HSE approach

HSE Risk Prevention Standards

Policy name: HSE risk prevention standards

Key content and principles: Provides standards for health, safety and environmental risk prevention including climate-related risks

ASPI Group HSE and RTS Management Guidelines

Policy name: ASPI Group HSE and RTS management guidelines

Key content and principles: Provides guidelines for health, safety, environment and road tunnel safety management across the Group

Envision Guidelines

Policy name: Envision guidelines

Key content and principles:

• Applied to Major Works projects
• Requires climate vulnerability and adaptation analysis at design stage
• Focuses on sustainable design and engineering skills in accordance with international protocols
• Certification achieved for: Bologna Bypass (2022), Genoa Interchange and A13 Bologna-Ferrara motorway (2023), Bellosguardo service area (2024)

Environmental Specifications

Policy name: Environmental specifications

Key content and principles: Provides specifications for environmental management in operations and projects

Integration into governance and remuneration: The remuneration policy, approved by the Shareholders' Meeting on recommendation of the Board of Directors, establishes incentive schemes for senior management linked to sustainability objectives:

• Short-term variable remuneration (MBO Plan): up to 40 out of 100 points related to sustainability objectives, including 20 points for network monitoring and modernisation programmes (linked to climate change adaptation), 15 points for workplace safety, and 5 points for drafting and publication of the Climate Transition Plan in 2024
• Long-term incentive scheme (2024-2026): includes target for achievement of Scope 1 and Scope 2 CO2 reduction targets

Climate change adaptation strategy framework: ASPI's climate change adaptation strategy comprises four phases:

1. Readiness: Actions to update infrastructure knowledge, define management processes for disruption events, design in accordance with sustainable principles, and extend useful life of works through investment in modernisation, upgrades and maintenance
2. Response and recovery: Activated during adverse weather events, includes operational management, preliminary assessments, internal escalation and post-event analysis to improve protocols and plan recovery actions
3. Environmental monitoring: Use of technologies for forecasting climatic and environmental phenomena (weather radar, satellites, hydrometric and geotechnical sensors)
4. Strategic engagement: Active engagement with institutions and regulators at national, regional and local level via open dialogue on consent procedures, data exchange, protocol development and integration of new regulations

Actions and resources in relation to climate change policies

The actions set out in the Climate Transition Plan address both mitigation and adaptation.

Climate change mitigation

The Group has developed a climate change mitigation strategy, driven by various actions, including:

Electrification of the vehicle fleet

• Action: Gradual replacement of company cars, vans and light trucks with electric vehicles, backed up by the installation of company charging stations
• Scope: Own operations
• Resources (non-financial): Installation of company charging stations

Fuel switch

• Action: Replacement of diesel boilers with LPG systems, or electric heat pumps
• Scope: Own operations
• Progress: In 2024, 29 boilers had been replaced
• Target: Replacing 53 thermal power stations by 2026
• Time horizon: Short-term (by 2026)

Conversion of Amplia's asphalt plants

• Action: Conversion from low sulphur fuel oil to LNG/LPG/methane
• Scope: Own operations
• Progress: In 2024, the first seven plants had already been converted
• Time horizon: The plan will continue in 2025

Use of biofuels

• Action: Use of biofuels (e.g. HVO), especially for equipment that cannot yet be electrified due to current technological limitations
• Scope: Own operations

Energy efficiency improvements

• Action: Relamping tunnel lighting with LED technology, in accordance with ISO 50001 certification
• Scope: Own operations
• Progress: In 2024, 160 tunnels along the motorway network had been made more efficient, through replacement of over 11,000 lighting fixtures
• Target: Replacing lighting fixtures in 452 tunnels by 2026
• Time horizon: Short-term (by 2026)

Use and production of energy from renewable sources

• Action: Commitment to install photovoltaic systems for electricity generation
• Scope: Own operations

Use of sustainable construction materials

• Action: Use of recycled steel, circular and low-emission concrete, and warm mix asphalt to reduce Scope 3 upstream emissions, in categories 1 and 2
• Scope: Upstream value chain
• Progress: In 2024, over 50% of Amplia's total asphalt production used warm mix technology

Actions to reduce indirect downstream emissions

• Action: Support for the development of innovative smart mobility solutions that improve traffic flow, and the installation of electric charging stations along the network to encourage the development of electric mobility
• Scope: Downstream value chain
• Progress: In 2024, 100 high-powered charging stations had been installed on the Group's motorway network by Free To X, amounting to a total of 728 electric vehicle charging points (EVCPs)
• Resources (non-financial): Partnerships for the distribution of alternative fuels (biofuels, and in the future hydrogen)
• Note: Although not within the scope of SBTi validation

Development of sustainable design and engineering skills

• Action: Development in accordance with the most advanced international protocols, such as Envision
• Scope: Own operations
• Progress: Envision certification granted for the Bologna Bypass (2022), Genoa Interchange and A13 Bologna-Ferrara motorway (2023), and Bellosguardo service area (2024)

Climate change adaptation

ASPI's climate change adaptation strategy comprises four phases:

Phase 1: Readiness

• Action: Actions to update information about the infrastructure, to manage disruption events, and to extend the life of infrastructure by monitoring its state and planning and implementing investment in modernisation and maintenance initiatives
• Scope: Own operations

Phase 2: Response and recovery

• Action: Activated during adverse weather events, includes operational management, preliminary assessments, post-event analysis and optimisation of response protocols
• Scope: Own operations

Phase 3: Monitoring

• Action: Environmental monitoring using advanced technologies, such as weather radar, satellites and hydrometric and geotechnical sensors
• Scope: Own operations
• Resources (non-financial): Weather radar, satellites, hydrometric and geotechnical sensors

Phase 4: Strategic engagement

• Action: Engagement with institutions and regulators at national and local level, in order to facilitate dialogue regarding consents, data sharing and the development of new regulations
• Scope: Own operations
• Resources (non-financial): Partnerships with institutions and regulators

Elements of uncertainty

Mitigation: Upstream Scope 3 reduction initiatives are linked to market availability of alternative green materials and their economic viability.

Adaptation: Initiatives can only be implemented and deployed with the approval of the grantor.

Targets related to climate change mitigation and adaptation

Greenhouse Gas Emission Reduction Targets

Autostrade per l'Italia has set Science Based Targets Initiative (SBTi) validated targets aligned with the Paris Agreement 1.5°C pathway:

Short-term Targets (2030)

Long-term Target (2050)

Implementation and Monitoring

Financial Resources (2024):

• Total: €10.6 million
  • Capital expenditure: €8.7 million (charging stations, tunnel efficiency, diesel-free conversion)
  • Operating expenditure: €1.6 million (green energy surcharge, electric/hybrid vehicle rental)

Planned Resources (2025):

• Capital expenditure: €9.3 million
• Operating expenditure: €1.2 million

Monitoring:

• Targets monitored via annually updated inventory in accordance with Greenhouse Gas Protocol
• Progress monitored quarterly
• ESG and HS Committee regularly informed quarterly
• Annual reporting to stakeholders on climate mitigation initiatives

Climate Change Adaptation Targets

Adaptation targets are monitored via:

• Specific infrastructure intervention indicators (tunnel sealing, foundation consolidation, hydrogeological assessment)
• Actual value of investments vs. budgeted amounts in Investment Plan agreed with grantor

Note: The Science Based Targets initiative (SBTi) validated the targets in July 2022 (short-term) and April 2024 (long-term), confirming alignment with the 1.5°C pathway and participation in the "Business Ambition for 1.5°C" campaign.

Energy consumption and mix

Total energy consumption by source (2024 vs 2023)

Renewable share: 49.8% of total energy consumption (2024)

Energy consumption by source – high climate impact sectors

The following table covers motorway operators (Autostrade per l'Italia, Società Autostradale Tirrenica, Società Italiana per il Traforo del Monte Bianco, Raccordo Autostradale Valle d'Aosta, Tangenziale di Napoli) and construction company Amplia – entities belonging to high climate impact sectors (NACE Sections A-H and L per Delegated Regulation EU 2022/1288).

Energy intensity (high impact sectors): 0.0001 MWh per EUR of revenue contribution margin (2024)

Methodology

Scope 1 fossil fuels: The increase in total fossil fuel consumption is primarily driven by higher consumption at Amplia (construction company) due to increased production value. Diesel consumption for motor vehicles and construction machinery rose by 37%; fuel oil consumption by conglomerate plants rose by 26%. In 2025, fuel oil consumption is expected to decline due to plant conversions in 2024.

Renewable energy: The Group's electricity consumption fell by 4.6% and was almost entirely covered by certified renewable sources. Consumption of fuels from renewable sources includes biofuels (HVO).

Nuclear sources: Total nuclear energy consumption was estimated using residual mix factors (Source: AIB - European Residual Mixes 2023).

Energy intensity: Calculated as the ratio of total energy consumption to operating revenue contribution margin of companies classified as high climate impact.

Emission factors: UK DEFRA 2024 for Scope 1; ISPRA Report 404/2024 for Scope 2 location-based; AIB European Residual Mixes 2023 for Scope 2 market-based.

Gross Scopes 1, 2, 3 and Total GHG emissions

Scope 1 GHG emissions

Scope 2 GHG emissions

Scope 3 GHG emissions

Total GHG emissions

GHG intensity based on net revenue

Calculation methodology: Intensity is calculated as the ratio between total location-based and market-based emissions and the operating revenue recorded in section 2.2 of the financial statements.

Scope 1 calculation methodologies

To calculate direct emissions (Scope 1) from sources directly controlled by the Group (e.g. fuels used to power the Company fleet, work and rental vehicles, fuels for emergency generators, heating, etc.) the emission factors published by the UK Department for Environment, Food and Rural Affairs (DEFRA) in 2024 were used.

Increase in Scope 1 emissions: The increase of more than 5,520 tonnes in Scope 1 emissions compared to 2023 is primarily due to higher consumption by Amplia associated with increased production, as shown in the notes on consumption trends (E1-5).

Scope 2 calculation methodologies

Location-based method: Involves accounting for emissions from electricity consumption by applying national average emission factors (Source "ISPRA - Report 404/2024").

Market-based method: Involves determining GHG emissions from electricity purchases by taking residual mix emission factors into account. For electricity purchases from renewable sources, a zero emission factor is applied. (Source "AIB- European Residual Mixes 2023").

Increase in Scope 2 location-based emissions: The increase in Scope 2 location-based emissions is due to the updated values of the conversion factor compared to 2023. If the conversion factor value is taken to be the same, emissions fall by 4.6%. The decrease derives from a reduction in the Group's electricity consumption, which is covered by a share of certified renewable sources amounting to approximately 100%.

Scope 3 calculation methodologies

Compared to 2023, more categories have been taken into account for the calculation of Scope 3, which now include:

Categories 1 and 2. Purchased goods and services and capital goods: Emissions were estimated using emission factors derived from DEFRA UK, applied to construction materials used in maintenance and investment activities across the network.

Category 3. Fuel and energy related activities: Emissions were estimated taking into account upstream emissions of purchased fuels, upstream emissions of purchased electricity, and electricity transmission and distribution losses for the respective emission factors.

Category 4. Upstream transportation and distribution: Emissions were included in categories 1 and 2, as the emission coefficients taken into account also include the transportation phases.

Category 5. Waste generated in operations: Emissions were estimated on the basis of waste produced and managed by the Group using DEFRA UK emission factors.

Category 6. Business travel: Emissions from employee travel were estimated on the basis of trips made by Group personnel, using US-EPA emission factors.

Category 7. Employee commuting: Emissions were calculated using data collected via an internal survey, which included data on the frequency of in-office attendance and the annual distance travelled by vehicles, taking into account the percentage of remote working.

Category 8. Upstream leased assets: Emissions were estimated taking into account buildings whose energy consumption for heating is not included in Scope 1, and those whose electricity consumption is not included in Scope 2. Specific consumption was drawn from databases, such as Odyssee and Mure.

Category 9. Downstream transportation and distribution: Not material.

Category 10. Processing of sold product: Not material.

Category 11. Use of sold products: Not material.

Category 12. End-of-life treatment of sold products: Not material.

Category 13. Downstream leased assets: According to ESRS, such emissions should be included in Scopes 1 and 2. However, to date, precise determination of the category requires a very high estimation component, and we reserve the right to include this figure when more accurate data become available.

Category 14. Franchises: Not material.

Category 15. Investments: Not material.

31% increase in Scope 3 emissions: The increase is mainly due to category 2, reflecting greater use of materials related to infrastructure investment.

Geographic scope

Almost all emissions are generated in Italy.

Anticipated financial effects from material physical and transition risks and potential climate-related opportunities

The following ESRS E1-9 datapoints are assessed as not relevant by Autostrade per l'Italia:

• ESRS E1-9 (66): Exposure of the benchmark portfolio to climate-related physical risk
• ESRS E1-9 (66(a)): Disaggregation of monetary amounts by acute and chronic physical risk
• ESRS E1-9 (66(c)): Location of significant assets at material physical risk
• ESRS E1-9 (67(c)): Breakdown of the carrying value of its real estate assets by energy-efficiency classes
• ESRS E1-9 (69): Degree of exposure of the portfolio to climate-related opportunities

No quantified financial effects, time horizons, methodologies, or specific CapEx/OpEx implications related to climate-related physical risks, transition risks, or opportunities are disclosed.

Policies related to pollution

The Group promotes proactive management of all environmental impacts and has defined a set of policies/guidelines for this purpose.

ASPI Group HSE and RTS management guidelines

Scope:

• All phases of ASPI's activities, including design, construction, and management and operation of the motorway network
• All activities managed by Group companies
• Employees and third parties working in various capacities within the Group

Key content / principles:

• Preventing pollution and safeguarding the health and safety of people, whether they are employees or third parties
• Ensuring operational management of business processes based on the principle of HSE risk prevention, and safeguarding human life and the environment
• Guiding the process of transforming the corporate safety and environmental protection culture, by providing tools to guide its cultural reinforcement and continuous performance improvement

Governance: The guidelines define governance, roles and responsibilities for implementation. The control system is divided into three levels:

• First level: "line controls" - control activities that individual departments perform on their own processes
• Second level: internal audits of the HSE/RTS management system, carried out at corporate level in complex Group companies (e.g. ASPI, Amplia, Tecne) and at operational level by HSE managers
• Third level: independent "assurance" on the adequacy and effectiveness of first and second level controls; carried out in accordance with the Audit Plan approved by companies' Boards of Directors

Sustainable design - Envision protocol guidelines

Scope:

• Applied in the design phase, if applicable
• Most important infrastructure works submitted for certification

Key content / principles:

• Engagement of communities in the local area is deemed a vital element in assessing a project
• Investigation and mitigation of possible impacts on the local population and on all environmental components

HSE risk prevention standards

Scope:

• Work activities across the Group
• Suppliers and contractors

Key content / principles:

• Aimed at eliminating - or if impossible - minimising any damage to health, workplace safety and the environment arising from work activities
• Prevention methods that complement legal provisions
• Effective operational control and monitoring tools
• Values of safety and environmental protection communicated and shared with suppliers and contractors
• Benchmark for protection measures to be integrated in the design and execution of works, and in contractual specifications

Environmental specifications

Scope:

• Contractors carrying out works
• All environmental components (water, soil, atmosphere, vibrations, noise, respect for ecosystems/biodiversity, waste management)

Key content / principles:

• Main project documents containing restrictions for contractors
• Regulate all environmental components and mitigation and prevention measures
• Contractors are contractually obliged to adhere to specifications

Monitoring:

• Specifications are included in the final project
• Works supervisor monitors the progress of activities
• Sole project manager imposes possible sanctions in the event of non-compliance, which may even lead to termination of the contract

Integrated Management Systems Policy

This policy is listed among the company's policies but not detailed in the E2-1 disclosure section.

Environmental Policy

This policy is listed among the company's policies. The disclosure states that "Autostrade per l'Italia applies environmental policies and strategies designed to control and mitigate the impact of its activities on the environment and to contain the consumption and reduce the use of natural resources."

Actions and resources related to pollution

Construction Site Monitoring and Prevention System

Description and scope: ASPI constantly monitors construction sites to prevent pollution of any environmental components, with the aim of ensuring that legal limits are not exceeded. The system applies to own operations (construction sites).

Monitoring framework: Three thresholds are provided:

• Warning threshold
• Alert threshold
• Legal limit threshold (cannot be exceeded)

Key elements:

• Measurement points located nationwide
• Detection methods and frequencies defined in Environmental Impact Assessment monitoring plans
• Threshold values to be respected
• Intervention procedures preventively implemented to avoid crisis situations
• Information flows to and from local areas

Intervention procedures: When the alert threshold is reached:

• Crisis unit is set up to define mitigation actions
• High impact works are suspended until the problem is resolved

2024 outcomes:

• 5,430 measurements carried out
• 20 critical situations identified and resolved by the crisis unit
• 82 significant spills handled (mainly due to load shedding or accidents)
• Materials dealt with: hydrocarbons, waste, and firewater
• Approximately 0.2 hectares decontaminated

Link to target: According to the target for construction site monitoring activities, 100% of critical situations that occur must be resolved immediately, or high impact works must be suspended.

Resources allocated: Not quantified in financial terms. Non-financial resources include crisis units and monitoring personnel.

Time horizon: Ongoing operational activity.

Targets related to pollution

According to the target for construction site monitoring activities, 100% of critical situations that occur must be resolved immediately, or high impact works must be suspended.

Target characteristics:

• Target metric: Resolution of critical situations in construction site monitoring activities
• Target value: 100% of critical situations resolved immediately or high impact works suspended
• Target year: Not specified
• Baseline year: Not specified
• Baseline value: Not specified
• Scope: Construction site monitoring activities
• Type: Not specified (absolute or intensity)
• Validation: Not specified (no mention of science-based or external validation)
• Progress to date: Not reported

Pollution of air, water and soil

ESRS E2-4 Disclosure Reference

The company references ESRS E2-4 requirement 28 regarding "Amount of each pollutant listed in Annex II of the EPRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil" on page 131.

Spills (2024)

Soil Pollution Context

The company identifies soil pollution as a potential negative impact arising from improper disposal of waste produced during business operations (construction and maintenance). This impact occurs in the upstream value chain with a medium to long time horizon.

One incident in 2024 resulted in the decontamination of approximately 0.2 hectares.

EPRTR Pollutants to Air, Water and Soil

While the company references ESRS E2-4 requirement 28 regarding pollutants listed in Annex II of the EPRTR Regulation, quantified emissions data for air pollutants (NOx, SOx, PM, VOC, heavy metals) and water pollutants (heavy metals, nutrients, BOD/COD) are not disclosed in the provided excerpts.

Policies related to water and marine resources

The company states that "in general, the policies already described for pollution are applied" for water and marine resources. No dedicated, named policy specific to water and marine resources is disclosed.

Instead of a standalone policy, the company describes specific procedural requirements and guidelines for water management:

Construction Phase Requirements

For the construction phase, contractors must comply with environmental specifications that require them to specify:

• The ways in which construction site water requirements are managed, whilst taking care to minimise water consumption
• The measures undertaken to ensure that no leakage, waste, waste generation or discharges occur
• The ways in which the water used on construction sites and runoff water are managed and controlled
• The ways in which self-audits of operational compliance with the various requirements are performed
• Whether any mitigation measures are adopted in the event of non-compliance
• A construction site water cycle analysis report is prepared before the works start, for each site area and for each construction phase

Operational Phase Guidelines

Operational area water management guidelines

• Scope: Area Office buildings and their external areas and facilities, as well as management of stormwater runoff discharges from external areas along the Area Offices' motorway sections (e.g. service area forecourts, lorry parks, the motorway roadbed)
• Key content: The guidelines regulate:
  • Supply (from surface water, wells and public water transfers)
  • Use
  • Discharge

Key requirements for Area Offices:

• Check compliance with the authorised intended use (civil, industrial, firefighting)
• Install and monitor a water meter for each user and on each well
• Take monthly readings from the installed meters
• With the support of the HSE manager, assess and adopt measures to encourage water saving, wastewater reuse and reduced consumption
• Survey of discharges, including discharge identification code and specification of the type of effluent

Monitoring: Area Offices are required to implement the above procedural requirements. The company is developing a water consumption monitoring system focused initially on Area Offices in Genoa, Bologna, Florence and Cassino.

Actions and resources related to water

Overall approach

As well as checking compliance with the environmental specifications, the Group is developing a water consumption monitoring system, with the aim of defining an action plan that will lead to waste reduction, and consequently lower consumption.

Initial scope: In the first phase, attention was focused on the Area Offices in Genoa, Bologna, Florence and Cassino, where consumption and types of use were analysed in detail. Gaps caused by leaks were identified, and remedial measures were implemented via the preparation of special guidelines in which possible actions to improve efficiency/water resource use were set out.

Main initiatives planned

1. Pilot project for the installation of new remote-controlled meters

What it does: Enable:

• a. search for possible leaks (if greater than 30%)
• b. prompt intervention when a leak occurs
• c. facilitated data retrieval
• d. identification of each user's consumption

2. Structural interventions to maximise water reuse

Purpose: Reduce water abstractions and supply costs

Activities:

• a. recovery of rainwater from roofs
• b. recovery of rainwater from forecourts
• c. recovery of treated domestic wastewater

3. Installation of water network efficiency devices

Resources allocated

Target: The Group aims to implement the consumption monitoring and improvement system at at least six Area Offices

Financial resources: Planned expenditure of approximately €70,000

Targets related to water

The Group aims to implement the consumption monitoring and improvement system at at least six Area Offices, with planned expenditure of approximately €70,000.

Target details:

• Target metric: Implementation of consumption monitoring and improvement system at Area Offices
• Target value: At least six Area Offices
• Planned expenditure: Approximately €70,000
• Target year: Not disclosed
• Baseline year: Not disclosed
• Baseline value: Not disclosed
• Scope: Own operations (Area Offices)
• Type: Absolute (number of offices)
• Validation: Not disclosed (appears to be internal)
• Progress to date: Not disclosed

Water consumption

Total water consumption

** All the areas in which the Company operates are within water stress zones (Source: World Resources Institute, Aqueduct Water Risk Atlas, www.wri.org/our-work/project/aqueduct/).

*** For the estimation of this figure, the volume of water present at 31 December 2024 inside tanks and/or cisterns and/or reservoirs was taken into account (including 0 m³, if the cistern is empty).

Water intensity

Total water consumption is related to the Group's operating revenues reported in section 2.2.

Water recycled and reused

• The total volume of recycled and reused water could not be mapped for this reporting year.

Geographic scope

All the areas in which the Company operates are within water stress zones.

Actions and targets

The Group is developing a water consumption monitoring system, with the aim of defining an action plan that will lead to waste reduction and lower consumption. In the first phase, attention was focused on the Area Offices in Genoa, Bologna, Florence and Cassino.

The Group aims to implement the consumption monitoring and improvement system at at least six Area Offices, with planned expenditure of approximately €70,000.

Policies related to resource use and circular economy

The company states that "the policies already described for pollution are applied" for resource use and circular economy matters. No specific standalone policies on resource use and circular economy are named.

However, the following policy instruments and requirements are applied during construction/design and infrastructure operation phases:

Construction/Design Phase Requirements

Key content and principles:

• Sustainable design in accordance with Envision guidelines, including limiting waste not sent to landfill during construction and operation
• Environmental specifications that set requirements for contractors relating to:
  • Management of excavated earth and rocks (must be reused within the same project or related works)
  • Waste management (avoiding pollution and maximising recovery activities)
• Environmental management plans detailing commitments and actions for contractors during construction
• Construction methods that reduce consumption of natural resources and promote circularity
• Contractors required to report on excavated earth and rocks management and provide evidence of proper implementation of Utilisation Plans
• Contractors required to draw up a Waste Management Plan covering:
  • Identification, classification and characterisation
  • Qualification and monitoring of waste transporters, disposers and recovery systems
  • Temporary storage management
  • Waste delivery management
  • Waste documentation management

Scope:

• All contractors during construction phase

Infrastructure Operation Phase Requirements

Key content and principles:

• Guidelines for management of waste deriving from infrastructure operation
• Compliance with environmental standards set out in the Group Integrated Management Systems Policy and Group HSE guidelines
• Methods for handling abandoned waste along the network (on motorways and at parking areas)
• For maintenance activities by third parties: responsibility for waste management (collection, transport and recovery/disposal) lies with the maintenance company (the Contractor), considered as the producer under art. 266 paragraph 4 of Legislative Decree 152/06

Scope:

• Infrastructure operation activities
• Third-party maintenance contractors

Public availability:

• Not disclosed

Approval and oversight:

• Not disclosed

Links to international standards:

• Envision guidelines for sustainable design

Monitoring:

• Contractors required to send monthly reports to Project Management and to relevant authorities if required (e.g. environmental observatories)
• Records of activities carried out in accordance with land use and management plans
• Atlantide application implemented in 2024 to improve waste management (€325,000 investment)

Actions and resources related to circular economy

Reuse of excavated earth and rocks

Action description: Since 2010, ASPI has reused excavated earth and rocks deriving from contracts related to the investment plan for motorway construction works and local offsetting works, covering almost all requirements and leading to a significant reduction in procurement from quarries and disposal in landfill.

Scope: Own operations (construction activities)

Time horizon: Ongoing since 2010

Performance / outcomes:

• More than 35.2 million cubic metres reused since 2010
• More than 660,000 cubic metres reused in 2024
• Over 95% of waste regularly sent for recovery

Implementation approach: Procedures adopted with contractors, who are required to send monthly reports to Project Management and to relevant authorities (e.g. environmental observatories), providing a record of activities carried out in accordance with land use and management plans.

Link to target: Supports the Group's target to send at least 95% of waste produced or collected along the network for recovery (E5-3).

Atlantide application for waste management

Action description: Implementation of the Atlantide application to improve waste management.

Scope: Own operations

Time horizon: Implemented in 2024

Resources allocated: €325,000 (2024)

Targets related to circular economy

Waste recovery target

Target: Send at least 95% of waste produced or collected along the network for recovery

Metric: Percentage of waste sent for recovery

Target value: At least 95%

Target year: Not disclosed

Baseline year: Not disclosed

Baseline value: Not disclosed

Scope: Own operations (waste produced or collected along the network)

Type: Not specified (absolute or intensity)

Science-based/Validation: Not disclosed

Progress to date (2024): Approximately 98.4% of waste produced underwent recovery operations (prepared for reuse, recycled or sent for recovery), exceeding the 95% target. In 2023, over 95% of waste was sent for recovery.

E5-4 Resource Inflows

Autostrade per l'Italia reports the reuse of materials in motorway construction activities during the reporting period:

Material Reuse in Construction:

• 34.5 million cubic metres of materials were reused in motorway construction during 2024

This figure represents materials reintroduced into construction processes as part of the Group's circular economy approach, where outputs of the production system become new inputs reintroduced into the economic cycle.

Recovery of Milled Asphalt:

The Company's current specifications allow contractors to use reclaimed milled material in pavement packages in the following proportions:

• 30% for the base layer
• 25% for the bonding layer
• 15% for the wear layer

Construction and Demolition Waste Recovery:

More than 95% of non-hazardous construction and demolition waste produced on site is prepared for reuse, recycling and other forms of recovery. Demolition-related waste achieves a total recovery/recycling rate of almost 99%, thanks in particular to subsidiary Amplia's commitment to circularity.

Methodology and Data Quality

The report notes that limited use of estimates is applied to specific environmental indicators. Indirect energy sources were used to determine Scope 3 category 1 and 2 emissions, taking into account the value of materials used for infrastructure maintenance and upgrades (mainly concrete and steel). The Group aims to adopt precise measurement of materials in order to improve the calculation of Scope 3 emissions.

For the EU Taxonomy alignment assessment, the Group monitors the use of secondary raw materials and recycled materials. However, the substantial contribution criterion regarding the use of reused, recycled or industrial by-products (which should be at least 50% of the total amount of structural materials used) is not currently met for certain activities, as contract specifications do not allow extensive use of recycled materials for the roadbed.

Waste

Total waste generated

In 2024, the Group's operations produced approximately 1,371 million tonnes of waste (1.4 million tonnes in 2023), of which 97% derived from construction activities, while the other categories were of minor importance. No radioactive waste was recorded.

Waste by type and hazardousness

Waste by treatment method

Approximately 98.4% of the waste produced underwent recovery operations: prepared for reuse, recycled or sent for recovery; recycled waste amounted to 53% (the non-recycled share was 47%). Disposal, landfill or incineration accounts for 1.6% of the waste produced or collected along the network.

Waste management approach

The Group has developed guidelines for the management of waste deriving from infrastructure operation, in compliance with the environmental standards set out in the Group Integrated Management Systems Policy and the Group HSE guidelines. The guidelines also include methods for handling abandoned waste along the network (on motorways and at parking areas).

With regard to maintenance activities carried out by third parties, the responsibility for waste management (collection, transport and recovery/disposal) lies, on a contractual basis, with the maintenance company (hereinafter also referred to as the "Contractor"), which is considered to be as the producer (art. 266 paragraph 4 of Legislative Decree 152/06) and, therefore responsible for delivering maintenance waste to its own temporary storage facilities, or to an authorised disposer.

Actions

Since 2010, ASPI has reused more than 35.2 million cubic metres of excavated earth and rocks deriving from contracts related to the investment plan, of which more than 660,000 cubic metres in 2024. These materials were used for motorway construction works and local offsetting works, covering almost all requirements and leading to a significant reduction in procurement from quarries and disposal in landfill.

This has been achieved thanks to the procedures adopted with the contractors, who are required to send monthly reports to Project Management, and to the relevant authorities if required (e.g. environmental observatories), which provide a record of activities carried out in accordance with land use and management plans.

Over 95% of waste is regularly sent for recovery, and in 2024 the Atlantide application was implemented to improve waste management, at a cost of €325,000.

Targets

The Group's target is to send at least 95% of the waste produced or collected along the network for recovery.

Policies related to own workforce

Autostrade per l'Italia has adopted several policies covering material impacts, risks and opportunities related to its own workforce. The policies address people development, safety, diversity, equity and inclusion.

ASPI Group HR Processes Policy

Approval and oversight: Not disclosed

Public availability: Not disclosed

Scope: ASPI and Group companies

Key content: Published in February 2024, this policy sets out the principles and guiding rules relating to key HR processes at ASPI and Group companies. The policy aims to enable everyone to express themselves, innovate and actively participate in value creation. It covers:

• Weighing up of organisational positions
• Promotion criteria
• Selection procedures for advanced training activities
• Performance assessment methods
• Succession plan and individual development plans
• Onboarding arrangements for new hires

Monitoring: Not disclosed

Link to international standards: Not disclosed

HSE & RTS Management Guidelines

Approval and oversight: Not disclosed

Public availability: Not disclosed

Scope: All Group processes related to design, construction, management and operation of the motorway network; applies to employees and third parties working within the Group

Key content: The Workers' Health and Safety Management System is defined in accordance with these Guidelines and is compliant with ISO 45001 and ISO 39001. The system is based on a "zero-accident" vision and aims to:

• Safeguard the health and safety of people (employees, third parties, and users)
• Ensure operational management of business processes based on HSE risk prevention principles
• Consolidate the process of transforming corporate safety and environmental protection culture
• Provide tools for continuous performance improvement

The system includes careful risk assessment with particular focus on high-potential risks (road traffic, working at heights, near excavations, in confined spaces, electrical risk, and mechanical load lifting). It defines procedures, responsibilities and tools for continuous improvement.

Monitoring: The system ensures constant alignment with best practices, reference standards and legal requirements. Regular monitoring of implementation is conducted.

Link to international standards: ISO 45001, ISO 39001

Integrated Management Systems Policy / Integrated Safety Policy

Approval and oversight: Not disclosed

Public availability: Not disclosed

Scope: All Group operations

Key content: This policy deploys the HSE vision and principles across all processes. It forms part of the broader Integrated Management System.

Monitoring: Not disclosed

Link to international standards: Not disclosed

DEI (Diversity, Equity and Inclusion) Guidelines

Approval and oversight: Approved in 2023, updated in February 2025

Public availability: Not disclosed

Scope: The ASPI Group

Key content: The Guidelines set guidance and control principles and rules of conduct for the Group's actions on diversity, equity, inclusion and gender equality, consistent with the Integrated Management Systems Policy. The Guidelines strengthen the Group's commitment to:

• Valuing and protecting diversity
• Preventing and sanctioning any form of discrimination or harassment
• Ensuring an inclusive environment with accessible equal opportunities
• Ensuring wellbeing and good work-life balance
• Ensuring pay equity
• Recognising the value of contributions made by various generations

Particular attention is paid to:

• Non-discrimination (fundamental principle for inclusive behaviour, valuing diversity, breaking down barriers and prejudices)
• Zero tolerance (fundamental principle for responding to any incident of violence, harassment or microaggression)

Monitoring: The Group obtained ISO 30415 certification and UNI PdR 125:2022 gender equality certification for ASPI, with certification extended to subsidiaries Tecne and Amplia. A gender balance assessment was produced in 2023.

Link to international standards: ISO 30415, UNI PdR 125:2022

Code of Ethics

Approval and oversight: Not disclosed

Public availability: Circulated among all stakeholders and sent to everyone within the Group

Scope: Binding for anyone who contributes to the achievement of the Company's goals and objectives, including members of governance bodies

Key content: The Code sets out principles, values and rules of conduct governing relations within the Group and between the Group and external stakeholders. It demonstrates the Group's commitment to operating ethically, responsibly and sustainably, respecting human rights and contributing to the wellbeing of society and the environment. It provides for whistleblowing mechanisms and procedures aligned with domestic and international regulations.

Monitoring: Whistleblowing channels are available for reporting breaches

Link to international standards: Aligned with domestic and international whistleblowing regulations and standards. The Group adheres to the principles of the Global Compact and commits to protect human rights and labour rights in line with the ILO Declaration on Fundamental Principles and Rights at Work and the UN 2030 Agenda.

Organisational, Management and Control Model (231 Model)

Approval and oversight: Approved by the Board of Directors; oversight by Supervisory Board appointed by Board of Directors

Public availability: Not disclosed

Scope: All Company operations and personnel

Key content: Adopted pursuant to Legislative Decree 231/2001 to prevent commission of predicate offences. The Model forms an integral part of the Internal Control and Risk Management System. It sets out a structured system of rules, controls and sanctions to:

• Strengthen the Corporate Governance system
• Eliminate or reduce the risk of offences connected with Group activities
• Ensure awareness that breaching Model rules exposes both individuals and the Company to liability
• Define a system of punishments for breaches

Monitoring: The Supervisory Board met 13 times in 2024 and reported regularly to the Control, Risk, Audit and Related Party Transactions Committee, Board of Directors and Board of Statutory Auditors. The Model is revised annually.

Link to international standards: Not disclosed

Whistleblowing Guidelines

Approval and oversight: Regulated under the 231 Model

Public availability: Accessible from all company websites

Scope: All employees and external stakeholders

Key content: The Group has a whistleblowing platform and policy for managing the process of receiving, analysing and processing reports. The system ensures anyone who becomes aware of irregularities or wrongdoing can file a report anonymously.

Monitoring: Reports are handled by the Ethics Office, coordinated by the Head of Internal Audit. In 2024, 105 reports were received, of which 38 were substantiated (including 17 related to discrimination and harassment for which corrective action was taken).

Link to international standards: Not disclosed

Additional policy considerations

The Company states it is weighing up the possibility of formalising an ad hoc policy on its commitment to define a comprehensive due diligence process regarding human rights, in line with the United Nations Guiding Principles (UNGPs), also taking into account the EU Corporate Sustainability Due Diligence Directive (EU CSDD).

The Group's policies incorporate commitments aligned with:

• ILO Conventions (particularly conventions 138 and 182 on child labour)
• UN Guiding Principles on Business and Human Rights
• Global Compact principles
• UN 2030 Agenda Sustainable Development Goals
• ILO Declaration on Fundamental Principles and Rights at Work

Taking action on material impacts on own workforce

The Group's action plan covers the issues that emerged from the materiality analysis as being relevant in the areas of people development, training, and safety at work.

People development and training

The Group invests in the development of employees' technical and managerial skills, via programmes at leading Italian universities and business schools:

• Master's Apprenticeship on Integrated Engineering and Management of Motorway Networks: 24-month training course for recent engineering graduates hired by Group companies. Academic training is provided by the Polytechnic University of Turin, the Polytechnic University of Milan and their respective master's degree schools. The 20 participants alternate between training sessions at the universities and in-house meetings organised by ASPI academy lecturers.

• Off-Road Future Leaders: A 160-hour training course, co-designed in partnership with SDA Bocconi School of Management, aimed at legitimising the managerial "next generation" via a programme designed to promote a leadership model in keeping with the Group's values and consolidate "core competencies" related to strategic thinking, marketing and data analysis principles, project management, communication and digital transformation.

• Smart Infrastructure and Construction (SIC) Academy: 6-month training course for recent civil engineering graduates. Academic training is provided by the University of Naples "Federico II". The 14 participants are initially hired on a part-time contract, and then placed in the various Group companies with a 24-month professional apprenticeship contract.

• Talent Acceleration Program: 24-month training and job rotation pathway reserved for the management control and project control area. Academic training is provided by SDA Bocconi School of Management and the University of Naples "Federico II". The 20 participants are asked to change job and company every six months and, at the same intervals, to take part in professional refresher courses on technical and soft topics.

• LED (Lead, Excel, Develop): 18-month People Development programme for 50 talented under-35s from the Group, which is aimed at training future leaders, and aligning behaviour and attitudes with the current leadership model.

• New Generation Board: Advisory body comprising 13 Gen Z talents from the Group, set up to support the Chairman and Chief Executive Officer, in order to provide a fresh and innovative perspective on issues of strategic interest, and to come up with unorthodox solutions.

• Alumni community: Community involving Group colleagues who have completed training and development courses (Master's Apprenticeship, SIC Academy and LED). The objectives are to create new learning spaces, encourage networking and stimulate reflection on hot topics in the organisation.

Effectiveness measurement: The effectiveness of the actions is measured via specific questionnaires and monitoring of the turnover rate of the staff involved.

Safety at work

Worker safety is a strategic priority, and therefore medium- and long-term action plans have been defined to strengthen HS prevention measures and culture, in order to achieve zero accidents and generate beneficial effects on the psychophysical wellbeing of workers.

• Active Safety Value (ASV): Leadership and cultural reinforcement programme in the area of health and safety, through which the Group has developed its own distinctive methodology, tailor-made to its own organisation and specific operating environment. The aim is to strengthen and embed a safety culture at all organisational levels.
  • 2024 activities: More than 100 workshops to spread awareness of lifesaving rules, held in the field and involving over 5,200 people
  • Training: 230 new Group safety coaches were trained

Time horizon: Medium- and long-term action plans

Expected outcomes: Zero accidents and beneficial effects on the psychophysical wellbeing of workers

Employee engagement and inclusion initiatives

• Employee Resource Group (ERG) communities: Four groups of volunteers trained and led by the Group DEI unit, currently including around 130 people from all Group companies, designed to foster an inclusive corporate culture:

  • "Aucuba" (Disability)
  • "Genzero" (Intergenerationality)
  • "Guidiamo" (LGBTQ+)
  • "Hypatia" (Gender equality)

• Inclusion Week: Second "I respect you, I recognise you" Inclusion Week held in June 2024, with meetings organised in all Group companies to reflect on valuing uniqueness

• Wellness community: Organises various events and activities to promote a healthy and active lifestyle, socialising and team building. Approximately 2,000 Group people were involved during the year.

• Local meetings on sustainability: In 2024, sustainability workshops were held in all nine Area Offices

Targets related to own workforce

The Group has set these targets:

Notes:

• LTIFR measures the number of injuries per million hours worked
• FTE = Full Time Equivalent
• The safety target includes both direct Group employees and indirect third-party workers

Workforce Characteristics

As at 31 December 2024, the Group had a total workforce of 10,059 employees (permanent and fixed-term personnel), representing an increase of 272 employees compared to 2023 (9,787 employees).

Recruitment and Rejuvenation

The Group is keen to rejuvenate its workforce. Out of a total of 10,000 employees, 3,000 have been hired in recent years, with approximately 1,000 of these under 30 years old.

Approximately 3,700 people were hired between the beginning of 2021 and 31 December 2024 as part of the recruitment drive aimed at driving delivery of the investment plan (770 hires in 2024).

Key Subsidiary Workforce

Amplia Infrastructures now has a workforce of 2,000, making it the number one company in the sector in Italy by number of direct employees.

Workforce by Operating Segment (Average 2024):

Characteristics of non-employees in the undertaking's own workforce

Number of non-employee workers

Breakdown by type

Not disclosed.

Methodology for counting

The number of non-employees was calculated taking into account the following work categories: agency staff, contracted consultants and freelancers/external contractors, excluding consultancy firms.

The count methodology is headcount (not FTE).

Diversity metrics

Gender distribution - Total workforce

Calculation methodology: Total workforce shows the total number of employees on the payroll as at 31 December. Gender distribution takes into account the number of employees whose legally recognised gender is male or female. Reporting only takes into account the two genders, male and female, in line with the current regulatory framework.

Gender distribution - Senior management

Calculation methodology: Senior management includes managers who report directly to the Chief Executive Officer, the principal second line managers who report to the Chief Executive Officer, the Head of the Audit department and the Chief Executive Officers of investee companies.

Gender distribution - Managerial positions

Calculation methodology: Senior and middle managers are deemed to be managerial positions.

Age distribution - Total workforce

Calculation methodology: The age distribution of employees is calculated by aggregating the total number of employees under 30 (excluding 30-year-olds), employees in the 30-50 age bracket (excluding 50-year-olds), and those in the 50-plus age bracket.

Additional workforce characteristics by gender

Adequate wages

The national regulatory framework does not envisage a minimum wage. However, all employees are paid adequately in accordance with the collective labour agreements negotiated with labour union representatives.

Benchmark used: Collective labour agreements (no living wage benchmark disclosed)

Coverage: Not disclosed

Geographic scope: Not disclosed (reference to "national regulatory framework" suggests Italy)

Targets/commitments: None disclosed

Methodology: Not disclosed

Social protection

The Group ensures that its employees are covered against loss of income due to such events as illness, disability, parental leave and retirement, in accordance with contractual agreements signed with labour union representatives.

Welfare programmes

The welfare programme is divided into several plans covering:

Health care programmes: Health insurance, training, information and discussion initiatives to promote a culture of wellbeing, healthy lifestyles and proposed solutions to stay healthy, in-company cancer prevention screening, and remote psychological support programmes.

Family Care:

• Parental leave that may be taken on an hourly basis
• Increased state-provided maternity contributions (20% allowance during the compulsory absence period, and 20% allowance during the optional three-month absence period)
• Paternity leave (two days of extra paternal leave in the event of child birth in addition to the 10 days envisaged under current regulations)
• Crèches and/or allowances for employees' children
• Scholarships and summer camps for employees' children
• Dedicated leave for caregiver colleagues to help them look after their families
• Discounted goods and services
• Insurance policies for employees and their families

People Care:

• Supplementary pension fund
• Labour contract agreements and personal protection in addition to current legal requirements
• Legal and tax advice
• L'ALTRA RETE, a company community dedicated to volunteering
• A wellness community
• Carpooling for employees
• Information and training guidance for employees returning after a long period of absence

Recent enhancements (December 2024 agreement)

New measures include:

• Paid leave for the first week of children's nursery, pre-school or primary school attendance
• Paid leave for parents with children with specific learning disorders who need specific therapies
• One day of paid leave for employees' children's university or high school graduation
• Paid leave for care and assistance of elderly parents
• For grandparents, paid leave for the birth of grandchildren
• Increased paid leave for child illness up to the age of 12
• Two days of paid leave for voluntary work
• Paid leave for dysmenorrhoea

Training and Skills Development

The development and integration of skills makes Autostrade per l'Italia an industrial player, capable of creating value for all our stakeholders. Under this vision, the Group has focused on boosting its skills base:

• In Tecne's case in engineering
• In Amplia's in construction, with the company's workforce now in excess of two thousand
• At Movyon in innovation and advanced technologies
• At Elgea in green energy
• At Free To X in e-mobility

University Collaboration

We work closely with numerous universities on developing the skills and the talent we will need in the future.

Investment in Training

The Group invested in training programmes, linked to preparations for the delivery of our investment plans as part of the transformation processes.

Health and safety metrics

Coverage by health and safety management system

100% of own employees are covered by the health and safety management system. All Group companies have a safety management system; internal audits cover all Group employees. ISO:45001 certification of systems covers 97% of the workforce.

Fatalities and work-related accidents

Direct employees are defined as employees who have a contractual relationship with Group companies; indirect employees are defined as employees of contractors working at Group sites.

Days lost are days of incapacity (total days of prognosis on the medical certificate, excluding the day of the accident). Therefore, these are calendar days, including public holidays, compensatory rest days, etc., and any other days of interruption of Company work activities, as set out in UNI 7249:2007.

Road accidents involving worker fatalities are reported in the section on road accidents (§ 4.3.4). In 2024, two road accidents occurred that resulted in the deaths of two workers from third-party companies.

Note on injury rates

The registered occupational accident rate is disclosed. The Group uses LTIFR (Lost Time Injury Frequency Rate) as its key metric, measured as injuries per million hours worked. In 2024, the Group achieved a 24% reduction in lost time serious injury frequency rate for employees and companies compared to 2023. The target is an average LTIFR over the three-year period 2024-2025-2026 <5.5 (calculated as a 15% reduction in the three-year average 2021-2022-2023, which amounted to 8).

Work-life balance metrics

Family-related leave (2024)

The Group ensures that its people can take family leave, and the December 2024 contract renewal introduced new types of leave.

Calculation methodology

The data reported represent the ratio of people subdivided by gender who took parental leave during 2024 to their respective workforce as at 31 December 2024.

Family care initiatives

The welfare programme includes various family-related measures:

• Parental leave that may be taken on an hourly basis
• Increased state-provided maternity contributions (20% allowance during the compulsory absence period, and 20% allowance during the optional three-month absence period)
• Paternity leave (two days of extra paternal leave in the event of child birth in addition to the 10 days envisaged under current regulations)
• Crèches and/or allowances for employees' children
• Scholarships and summer camps for employees' children
• Dedicated leave for caregiver colleagues to help them look after their families

Under the December 2024 labour union agreement, new family care leave measures were introduced including:

• Paid leave for the first week of children's nursery, pre-school or primary school attendance
• Paid leave for parents with children with specific learning disorders who need specific therapies
• One day of paid leave for employees' children's university or high school graduation
• Paid leave for care and assistance of elderly parents
• For grandparents, paid leave for the birth of grandchildren
• Increased paid leave for child illness up to the age of 12
• Paid leave for dysmenorrhoea

Compensation metrics (ESRS S1-16)

Pay gap

The Group's gender pay gap is 6.8% (3% for ASPI only). This is well below the national average of over 20% (INPS 2023 data - latest available survey) and reflects historically stratified factors in the Group's business sector, due to the lower number of women specialised in STEM subjects, and the lower levels of seniority of women in operational roles. The Group has launched a plan to reduce the gender gap by increasing the number of women in positions of responsibility to 23.6% in 2024.

As evidence of their commitment to gender issues, Autostrade per l'Italia, Tecne and Amplia are ISO 30415 certified (ASPI is also UNI PdR 125:2022 certified), in order to ensure a consistent approach to independent frameworks.

Remuneration ratio

The ratio of the remuneration of the highest paid person to median employee remuneration is 38.1 for 2024.

Methodology

Gender pay gap: The gender pay ratio derives from application of this formula: (male hourly wage - female hourly wage) / male hourly wage.

Remuneration ratio: The report is based on the ratio of the remuneration of the highest-ranking person in office to the median remuneration of Group employees, less the remuneration of the highest-ranking person in office. The actual annual salary was taken into account for the calculation.

Incidents, complaints and severe human rights impacts

Incidents of discrimination

The number of reports received highlights the effectiveness of the awareness-raising and information activities deployed by the Company, and the way in which reports are handled. It should also be noted that of the 105 reports received in 2024, 38 were found to be substantiated, of which 17 related to discrimination and harassment for which corrective action was taken.

Calculation methodology

The total number of reports shown in Table S1-17 are the relevant reports received by the Company via the dedicated internal reporting channels. The channels are anonymous and therefore do not enable determination of whether the reporting person is a Group employee.

The total number of reports of discrimination represents the number of substantiated reports of harassment and bullying.

Policies related to affected communities

Autostrade per l'Italia has identified policies related to affected communities, specifically addressing stakeholder engagement and sustainable design practices.

Stakeholder engagement policy

Scope:

• Applies to engagement with principal stakeholder categories including: government institutions, the financial community, employees, communities and local areas, customers, and suppliers

Key content and principles:

• Identifies the principal categories of stakeholders for the Group
• Defines the manner of engagement and related criteria for each stakeholder category
• Establishes appropriate forms of dialogue and communication
• Sets out the Group's roles and responsibilities related to engagement with identified stakeholders

Public availability:

• The policy has been drawn up and published to ensure transparent, inclusive and structured stakeholder engagement

Guidelines for sustainable design

Purpose:

• Addresses the most significant impact on communities during infrastructure construction

Key content and principles:

• Ensures that the most important projects are designed in line with the Envision protocol
• Projects are certified as compliant with the Envision protocol
• The Envision Protocol is the first international certification system for assessing infrastructure sustainability
• Based on five assessment criteria:
  • Quality of life: how the project meets community needs
  • Leadership: how stakeholder engagement takes place
  • Resource allocation: how use of available resources is planned
  • Natural world: protection and safeguarding of existing habitats
  • Climate and resilience: how the project responds to climate change resilience challenges

Link to international standards:

• Aligned with Envision Protocol, an international certification system for infrastructure sustainability
• Focuses on effectiveness of investment, ecosystem respect, climate and environmental risks, durability, leadership and quality of life improvements

Taking action on material impacts on affected communities

The Group has committed to community development, recognizing that motorway infrastructure is a key driver of development for Italian communities.

Key Actions and Initiatives

1. Investment plan delivery

• Action: Delivery of the investment plan to improve and upgrade the country's infrastructure assets and introduce technological innovations as part of efforts to digitalise and decarbonise road transport
• Scope: Own operations
• Resources: Not specified for this overall programme

2. Compensatory works

• Action: Delivery of compensatory works that benefit communities and improve environmental conditions in the areas affected by infrastructure construction
• Process: Projects are planned in consultation with local communities who are kept regularly informed on the progress of work
• Resources: Approximately €74 million in 2024
• Scope: Own operations / local communities

3. Wonders project

• Action: Promotion of Italy's cultural, natural, wine and food heritage through certified events and travel experiences
• Partners: Touring Club Italiano, WWF, Slow Food Italia, and the Italian National Commission for UNESCO
• Description: Publicises and promotes Italian beauty spots which are recognised as World Heritage Sites but have untapped potential in terms of visitors
• Scope: Downstream value chain / communities

4. Social projects funding

• Action: Selection and funding of social projects by ASPI's Solidarity and Social Projects Committee
• Scope: Communities

5. Cultural and social events

• Action: Organisation of meetings, donations and sponsorships for events linked to the promotion of local culture and society
• Resources: Approximately €1.4 million in 2024
• Scope: Communities

6. Academic partnerships

• Action: Partnerships with universities and research centres to develop young talent
• Scope: Upstream / communities

Special Initiative: Smart City Project for Genoa

• Operator: Movyon (subsidiary responsible for technology, innovation, research and development)
• Partners: Genoa City Council, Liguria Digitale and other partners
• Objective: Develop and deliver innovative services for both the public and local authorities; cut pollution and congestion, ensure equal access to services, promote collective transport, electric vehicles and shared mobility
• Approach: Creation of a data-driven system using IoT-based technologies and artificial intelligence
• Services: Traffic forecasts following events and disruption, real-time parking information, decision-making support systems for public sector organisations
• Scope: Own operations / local community
• Time horizon: Medium-term
• Resources: €14 million expected in 2025 (linked to investment plans)

Effectiveness Assessment

The effectiveness of measures adopted is assessed using:

• Periodic meetings with community representatives
• Monitoring of investment plans
• Surveys of means of communication (media and social networks)
• Formal communication channels (suggestions and complaints)
• Reputation surveys

Target (S3-5)

The Group is committed to continuing to deliver on its investment plans, focusing above all on initiatives linked to the Smart City project for Genoa, with expenditure expected to total €14 million in 2025.

Targets related to affected communities

The Group is committed to:

• Continuing to deliver on its investment plans, focusing above all on initiatives linked to the Smart City project for Genoa, with expenditure expected to total €14 million in 2025.

Corporate Values and Business Conduct

The Autostrade per l'Italia Group is readying itself for a new period of growth, based on a strategic vision bringing together key values that are shared by everyone within the Group: safety, responsibility, excellence, innovation and transparency.

Corporate Culture

Today, past, present and future come together and give our roadmap meaning, based on a series of key values: safety, responsibility, excellence, innovation and transparency.

"Autostrade" is what we do, "per l'Italia" is our purpose.

Transformation and Organizational Culture

This renewal and transformation process, focused on values such as road and worker safety, operational excellence, innovation and sustainability, was accompanied by a thorough-going reorganisation of the Group and radical change. This reshaping of our organisational model involved a reengineering of the Group's processes and the development of our human resources and expertise through an extraordinary recruitment drive and investment in training programmes.

Prevention and detection of corruption and bribery

The Group has adopted multiple policies to ensure business conduct is aligned with principles of ethical and proper conduct in preventing and detecting corruption and bribery.

Code of Ethics

• Scope: Binding for anyone who, in whatever form, contributes to the achievement of the Company's goals and objectives, including members of the governance bodies
• Key content: Sets out the principles, values and rules of conduct governing relations within the Group and between the Group and external stakeholders. Demonstrates the Group's commitment to operating ethically, responsibly and sustainably, respecting human rights and contributing to the wellbeing of society and the environment
• Public availability: Circulated among all stakeholders and sent to everyone within the Group. Published on the internal Intranext portal and on the Company's website
• Monitoring: Provides for whistleblowing mechanisms and procedures, aligned with domestic and international whistleblowing regulations and standards, to enable the disclosure of breaches of stated principles

231 Organisational, Management and Control Model (231 Model)

• Scope: Everyone who acts in the name of or on behalf of the company in "at-risk areas"
• Key content: Sets out a structured system of rules, controls and sanctions to prevent commission of the predicate offences referred to in Legislative Decree 231/2001. Purposes include:
  • Strengthen the Corporate Governance system
  • Put in place a structured, organic prevention and control system to eliminate or reduce the risk of commission of offences
  • Ensure awareness that breaching the rules exposes both the person and the Company to criminal and administrative liability
  • Define a system of punishments for breaches
  • Reiterate that unlawful conduct is not tolerated and the Company is determined to combat all forms of corruption
• Monitoring: ASPI revises the Model annually. In the event of disclosures regarding breaches, the body responsible for handling disclosures must make the disclosure known to the relevant bodies (the Company's Anti-Bribery Officer and/or the Supervisory Board)

ASPI Group Anti-Bribery Guidelines

• Scope: Applies to members of the Company's administrative, management and supervisory bodies, to all the Group's personnel, to third parties (such as suppliers, sub-contractors, sub-operators, consultants, representatives, business partners, etc.) and anyone who works with or acts in the name of or on behalf of and/or in the interests of the Group, at domestic and/or international level
• Key content: Provides a framework bringing together the principles and rules adopted by the Group to prevent and combat corruption under an approach based on zero tolerance. Designed to provide recipients with control/guidance principles and rules of conduct to prevent and combat corrupt practices and conduct contrary to the values adopted by the Group
• Link to international standards: Consistent with:
  • OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (1997) and subsequent revisions (OECD Recommendation 2021)
• Public availability: Published on the internal Intranext portal, on the Company's website, on the procurement portal, and available via QR code included in every contract with third parties
• Monitoring:
  • A budget is provided each year to fund implementation activities (2024: €146k OpEx; 2025: €160k OpEx)
  • Periodic corruption risk assessments conducted to identify areas potentially at greatest risk
  • All Group personnel participate in basic online training and specific courses considering role held and degree of exposure to corruption risk
  • 5,329 people within the Group were given anti-corruption training in 2024
  • Human Capital and Organization department carries out checks to ensure everyone receives related training
  • Anti-Bribery Officer for each company is kept informed of training activities planned and effectively provided
  • Awareness-raising initiatives including events open to all personnel involving senior managers (tone-from-the-top) and representatives from key departments (Integrity Days)
  • Members of the Board of Directors, CEO, heads of department, executives, Anti-Bribery Officer and sole project managers required to provide statement declaring compliance with the Guidelines (as required by ISO 37001 standard)
  • Continued UNI ISO 37001 certification

Whistleblowing Guidelines

• Scope: Broader than Legislative Decree 24 of 10 March 2023 - extends to alleged breaches of internal regulations adopted by the Group and/or the various companies (Code of Ethics, Anti-Bribery Guidelines, 231 Model and Company's internal regulations) and any other breach or irregular conduct related to the Company's activities
• Key content: Enables reporting of breaches of domestic or EU law contrary to the public interest or the integrity of Autostrade per l'Italia and Group companies, including:
  • Administrative, accounting, civil or criminal offences
  • Unlawful conduct pursuant to Legislative Decree 231/2001
  • Unlawful conduct falling within the scope of EU or domestic law
  • Actions or omissions harmful to the financial interests of the EU
  • Actions or omissions regarding the internal market
  • Actions or behaviour contrary to the objectives or purposes of EU legislation provisions
• Public availability: Published on the internal Intranext portal and on the Company's website
• Monitoring: Whistleblowers can use a specific platform on the websites of each Group company guaranteeing security and protection of data and confidentiality of information provided through advanced encryption

Antitrust Compliance and Consumer Protection Guidelines

• Mentioned as part of the guidelines covering the Company's activities in all areas of the value chain

Related actions and targets

Actions implemented:

• Anti-corruption training
• System for reporting to the Anti-Corruption Officer
• Periodic corruption risk assessment
• Third-party monitoring activities
• Continuous updating of Anti-Bribery Guidelines and 231 Model
• Continued UNI ISO 37001 certification

Targets:

• ASPI: % of subcontractors subject to reputational audits / number of approved subcontractors ≥ 50%
• 2024-25: 100% of qualified suppliers subjected to due diligence

Results:

• No cases of corruption in 2024 and no related convictions or sanctions

Incidents of corruption or bribery

Confirmed incidents

Autostrade per l'Italia explicitly reports zero confirmed incidents of corruption or bribery during 2024:

"There were no cases of corruption in 2024 and, as a result, there were no related convictions or sanctions."

Convictions and fines

No convictions or legal decisions (criminal or administrative) related to corruption or bribery were reported for 2024. Consequently, no fines were paid for violations of anti-corruption or anti-bribery laws.

Total amount of fines: €0 (zero)

Disciplinary actions

The company does not report any employees dismissed or disciplined specifically due to corruption or bribery incidents during the reporting period.

Contracts terminated

No information is provided regarding contracts with business partners terminated or not renewed due to corruption or bribery.

Investigation procedures and speak-up mechanisms

Autostrade per l'Italia has established comprehensive anti-corruption mechanisms:

Whistleblowing Platform: The Group provides a dedicated whistleblowing platform accessible via all company websites, ensuring:

• Confidentiality and security through advanced encryption
• Protection of whistleblowers from retaliation
• Anonymous reporting capability
• Coverage of breaches beyond Legislative Decree 24/2023 requirements, including violations of the Code of Ethics, Anti-Bribery Guidelines, and the 231 Model

Reporting Process: The whistleblowing process comprises four steps:

1. Preliminary verification: receipt and pre-investigation
2. Investigation: verification and assessment
3. Completion: analysis and validation of findings
4. Follow-up: monitoring corrective actions

Anti-Bribery Officer: Reports related to corruption or breaches of the Code of Ethics that may be relevant under Legislative Decree 231/2001 are forwarded to the Company's Anti-Bribery Officer and/or Supervisory Board.

Governance oversight: The Board of Directors receives at least twice-yearly reports from the Anti-Bribery Officer on the Anti-Bribery Management System, including assessments of the internal and external environment regarding corruption issues.

Training and awareness

During 2024, 5,329 people within the Group received anti-corruption training. The Group conducts mandatory training covering:

• The Anti-Bribery Guidelines and governance framework
• Corruption risks relevant to employees' duties
• Preventive actions to mitigate corruption risk
• Procedures for reporting suspected unlawful conduct

Certification and standards

ASPI's Anti-Bribery Management Systems are ISO 37001:2016 certified, demonstrating compliance with international anti-bribery standards.

Public legal cases

While the report describes several ongoing criminal investigations by various Public Prosecutor's Offices (Rome, Genoa, Florence, Ancona), these investigations do not relate to corruption or bribery offences under ESRS G1-4. Instead, they concern:

• Environmental law violations
• Health and safety breaches
• Accounting and financial reporting matters
• Tax-related issues (TOSAP, COSAP, CUP disputes)

None of these cases resulted in confirmed corruption or bribery incidents during 2024.

Political influence and lobbying activities

Political engagement approach

The Company engages with institutions, trade associations and regulatory authorities on matters related to sustainable mobility, infrastructure asset management, and regulatory compliance. Stakeholder engagement processes include:

• Collaborations and memoranda of understanding (e.g. INAIL, tender protocols)
• Joint working groups/participation in trade associations, covering all topics related to sustainable mobility and infrastructure asset management
• Collaborations with universities, research centres, third-party companies
• Meetings with authorities, technical/institutional bodies, certification bodies
• Meetings with representatives of European (Commission, EU Parliament), national (ministries, Parliament) and local (regions, municipalities) institutions
• Discussions with the granting Ministry of Infrastructure and Transport, including the National Agency for Rail, Road and Motorway Infrastructure Safety
• Meetings with institutions, local community representatives, citizens, national and international industry associations (e.g. Confindustria, AISCAT, ASECAP, AIPCR, IBTTA, UNESCO, FIRE)

Trade association memberships

The Company is a member of and engages with the following industry associations:

• AISCAT (Italian Association of Motorway and Tunnel Concessionaires): On 26 January 2024, the trade association, AISCAT, filed its own challenge in support of the challenge brought by ASPI regarding decisions taken by the MIT and ANAC Determination 265.
• Confindustria (General Confederation of Italian Industry)
• ASECAP (European Association of Toll Motorway Concessionaires)
• AIPCR (World Road Association)
• IBTTA (International Bridge, Tunnel and Turnpike Association)
• FIRE (Italian Federation for the Rational Use of Energy)

Focus areas

The Company's engagement with institutions and trade associations focuses on:

• Sustainable mobility and infrastructure asset management
• Compliance with the new Public Contracts Code (implementation of paragraphs 2 and 5 of art. 186)
• Regulatory matters related to motorway concessions
• Traffic safety and user rights
• Alternative Dispute Resolution (ADR) schemes
• Environmental and energy efficiency matters

Political contributions and lobbying expenditure

No specific quantitative data on political contributions, political influence activities, or lobbying expenditure is disclosed in the 2024 Integrated Annual Report.

Payment practices

Regulatory framework

Over 90% of ASPI's procurement is governed by the regulation for the Award of Public Contracts for Works, Services and Goods (Legislative Decree 36/2023).

Art. 125, paragraph 2 states: "In contracts for works, the settlement of progress payments shall be made within thirty days of the conclusion of each stage of progress, unless an alternative deadline has been expressly agreed in the contract, which may not, however, exceed sixty days and where such arrangement is objectively justified by the particular nature of the contract or by certain of its characteristics".

Paragraph 7 states that "On the positive outcome of testing in contracts for works, and the verification of conformity in contracts for goods and services, and in any event no later than seven days from issue of the related certificates, the sole project manager shall issue the certificate of payment for the balance due; payment shall be made within thirty days of the positive outcome of the testing or of the verification of conformity, unless an alternative deadline has been expressly agreed in the contract, which may not, however, exceed sixty days and where such arrangement is objectively justified by the particular nature of the contract or by certain of its characteristics".

ASPI makes payments in compliance with the procedure and the related legislation.

Legal proceedings for late payment

As at 31 December 2024, six proceedings are pending for late payment.