2. 2
DISCLAIMER
This document contains certain forward-looking information that is subject
to a number of factors that may influence the accuracy of the statements
and the projections upon which the statements are based.
There can be no assurance that the projections or forecasts will ultimately
prove to be accurate; accordingly, the Company makes no representation or
warranty as to the accuracy of such information or the likelihood that the
Company will perform as projected.
5. 5
2008-2012: EXECUTION IN A CHALLENGING ENVIRONMENT
• Significant reduction of
refining exposure
• Development of critical mass
in Marketing
• Wind business growth through a
mix of organic and acquisitions
• Delisting of ERG Renew
• Financial optimisation
• ISAB Refinery 100% controlled
• 7% Retail market share
• ERG Renew ≃0.2 GW
• EBITDA ≃€20mn
• Electricity produced by
ISAB Energy / CTE
• Presence in gas logistics / trading
projects and retail power
• 20% in ISAB, with put option
to fully exit
• Rome refinery closure; transformation
into a logistic hub ongoing
• TotalErg + EOS: 12% combined market
share
• ERG Renew ≃0.6 GW
• 3rd wind player in Italy
• EBITDA ≃€130mn
• 1GW installed capacity: 480W CCGT
and 528MW CIP6
• Best-in-class profitability
2008 2012
Renewables
Power
Refining & Marketing
• Reconstruction of one train of ISAB
Energy plant after 2008 accident
• Start-up of CCGT power plant (2010)
• Exit from Power Retail and 2TWh PPA
with Iren
• Exit from Ionio Gas and Rivara
Storage projects
6. 6
2008-2012 PORTFOLIO RESTRUCTURING
CORPORATE
Ebitda and Net Income: Evolution (€ mn) Invested Capital
38%
34%
28%
20%
32%
48%
RENEWABLES POWER REFINING & MARKETING
Financial and Economic
Crisis
Refining
Golden Age
(100)
0
100
200
300
400
500
600 540
92
2008 2012 FCST2009 2011
284
>420
239
2010
305
84
(80)
(20) (49)
2008 (€2.2bn)
2012 FCST (€2.8bn)
NET INCOME
7. 7
2008-2012: SUCCESSFUL EXECUTION AND SIGNIFICANT DIVIDENDS
60
135
60 60 60
2008 2009 2010 2011 2012
€375 mn of dividends
distributed over the period
0.2
0.6
2008
2012
0.5
1.0
2008
2012
2011-2012
INSTALLED CAPACITY (GW) INSTALLED CAPACITY (GW) SYNERGIES (€ MN)
DIVIDENDS DISTRIBUTED (€ MN)
Strong growth in
Renewables
Expansion in Thermal
Power
Significant synergies from
TotalErg achieved
≃40(1)
(1) 100%TotalErg
(2) Non-recourse
CAGR: 32%
C
AG
R: 18%
212
1,082 1,179
≃900
586
Return to strong balance sheet
0.4x 6.4x 3.5x 4.2x 2.1xNFP/
EBITDA
2008 2009 2010 2011 2012 FCST
NFP Adjusted
CASH
TOTALERG (51%)
PF
CORPORATE LOANS
(2)
(2)
8. 8
STRENGTHENED GOVERNANCE FRAMEWORK
• Number of independent Board Members increased, now 4 out of 12
• Strategic Committee chaired by the EVP and composed of 5 Members
• Investment decisions assessed by a technical Investment Committee chaired by the CEO
• Control and Risk Committee composed of 3 independent Board Members
• Nominations and Remuneration Committee composed of 3 independent Board Members
• Board of Directors approved a Management compensation scheme ≃50% based on MBO
and LT value creation, as proposed by the Remuneration Committee
• Strong Management team with proven execution track record
10. 10
ERG PORTFOLIO
Renewables Power Refining & Marketing
• 1.2GW of wind installed
capacity (including Maestrale)
• Operated by ERG Renew
and LUKERG (50% JV with
Lukoil in Eastern Europe)
• ERG Power: 480MW CCGT
plant in Sicily
• ISAB Energy: 528MW IGCC
plant (51% onwed)
• 20% of ISAB (coastal refining)
• 51% of TotalErg
• 100% of ERG Oil Sicilia
11. 0
30
60
90
120
150
180
11
Renewables
MARKET POSITIONING
Power Refining & Marketing
1.2
1.3
1.5
1.5
2.7
3
3.4
4.5
8.2
Installed wind capacity in Europe (GW) EBITDA k€/MW installed(1) Marketing - Market share 2012E (%)(2)
1st wind operator in Italy
and 9th in Europe
Unique cash generative assets
within the Italian landscape
3rd player in Italy
0%
5%
10%
15%
20%
25%
30%
35%
40%
6%7%
10%11%12%
15%
32%
12%
(1) For ERG, it refers to Power business only and is calculated on IT GAAP EBITDA. For Italian peers, it is calculated as (EBITDA 2011 of Renewables and Energy
business / MW installed as of 31.12.11).
(2) Does not include: independents, white pumps and smaller oil companies
+
min
max
Italian Peers
157
Source: public information Source:Annual Reports Source: Company estimates and Unione Petrolifera
1.2
12. 12
ACQUISITION OF IP MAESTRALE
550
86
111
161
91
55
95
37
13.5 24
6
22.5
20
TOT = 636MW
ITALY GERMANY
Key transaction terms:
• On December 5, 2012 ERG signed an agreement with GDF Suez
to acquire 80% of IP Maestrale with a put & call agreement for
the remaining 20%
• EV of €859mn (excluding MtM of derivatives for ca. €130mn);
equity value of €28.2mn for 80% stake
• Implied EV of €1.35mn per installed MW
Wind Capacity installed: 636MW
• 550MW in Italy, 86MW in Germany
• 96% of capacity withVestas WTGs
• Average load factor: ca. 2,000heq
• Average incentive residual life: 9 years average GCs in Italy
Financing:
• PF until December 2022
• Attractive financing conditions Source: ERG
13. 13
STRATEGIC RATIONALE & SYNERGIES
• Italian competitive positioning: ERG becomes the 1st Italian wind operator with a market share
of 14% and an asset base >1GW
• EU competitive positioning: ERG is the 9th wind operator in Europe with a footprint in France,
Germany, Bulgaria and Romania
• Very well fitted asset technology: IP Maestrale assets are mainly equipped with WTGs from
Vestas, which is a strategic industrial partner for ERG Renew
• Geographical presence: IP Maestrale assets location fully complementary with ERG Renew’s wind
farms location in Italy (Sardinia, Sicily and Basilicata)
• More sustainable critical mass: synergies in the Italian O&M portfolio; boost for further growth
(national and international); potential opportunities for different ways of selling electricity
Strategic rationale
Potential value creation from synergies
• Further consolidation of the relationship with Vestas
• Possibility of cost savings in future framework agreement with WTGs suppliers
• Increase operating efficiency and availability
14. 14
ERG RENEW POSITIONING
Positioning (MW) - Italy (7.4GW)
Mkt Share
623
550
488
474
456
337
328
292
272
262 4%
4%
4%
4%
5%
6%
6%
7%
7%
8%
14%
1.3
1.5
1.5
2.7
3.0
3.4
4.5
8.2
1%
1%
2%
2%
3%
3%
4%
5%
9%
86
64
40
1,061
Positioning (GW) - Europe (94.1GW)
Geographical presence
Total installed Capacity (1,231 MW)(1)
Italy 85%
Germany 7%
France 5%
Bulgaria 3%
Source: ERG
2
9
77
249
55
239
199
111 120
(1)
(3)
84(2)
(1) Includes Amaroni (22.5MW) in Italy, LUKERG at 50% for Easterne Europe, and IP
Maestrale
(2) Under construction
(3) Excludes IP Maestrale
1.2(1)
1,061(1)
15. 15
STRATEGIC GUIDELINES
Renewables
Power
Refining & Marketing
• Completion of the
acquisition of Maestrale and
realisation of synergies
• Increase in operating
efficiency
• Growth in Eastern Europe
• Selected growth in Italy
• Continuous improvement of
asset base quality
- captive volumes
- premium price
• Maximising cash generation
to the Group
• Option of CIP6 early
termination under analysis
• Option to fully exit coastal
refining by 2013
• Adapting Retail network by
anticipating business
dynamics
• Focus on working capital
management
• Conversion of Rome
refinery into a storage hub
16. 16
SIGNIFICANT GROWTH AND LOWERVOLATILITY
CRUDE PROCESSING
239
ERG exposure to crude processing(1) and wind
56%25%
19%
38%
34%
28%
RENEWABLES POWER REFINING & MARKETING
0
2
4
6
8
10
2012 FCST 2013E 2014E 2015E
(Mtons) (GW)
(1) Assumes ISAB put exercise
Invested Capital
2012 FCST (€2.8bn)
2015E (€3.3bn)(1)
1.5
1.2
0.9
0.6
0.3
0
WIND INSTALLED CAPACITY
17. 17
• Opportunities in Eastern Europe, where markets retain attractive growth profiles
• Targeting additional ≃100MW(1) of high-quality capacity in Romania and Bulgaria
• Right mix of organic and M&A
• Further geographical and technological diversification to be assessed
• Strict capital discipline: target average Equity IRR >13%
Growth /
Diversification
RENEWABLES: STRATEGY
Italian Market
Consolidation
• Focus on a timely and successful integration of IP Maestrale within ERG Renew
• Carefully selected growth in Italy
Operating
Efficiency
(1) Pro quota ERG in LUKERG
• Further cost reduction
• Development of higher load factor projects
• Further internalisation of O&M operations
19. 19
RENEWABLES: FOCUS ON EASTERN EUROPE
1.0 GW
3.0 GW
Romania: Market profile
0.6 GW
1.0 GW
Bulgaria: Market profile
Strategic Rationale ERG Renew Target
Strategic Rationale ERG Renew Target
• Attractive load factors
• Supportive business environment
• Stable regulatory framework, with
incentive scheme defined until 2016:
- 15-year of Green Certificates
- Green Certificates price cap /
floor mechanism in place
• 70MW(1) of which 42MW in
construction
• LUKERG market share: 5%
• Attractive load factors
• Supportive business environment
• New incentive scheme from April
2012:
- FIT (88 to 98 €/MWh)
- Incentive period for new plants:
12 years
- Temporary grid access to
transmission networks
• 30MW(1) in 2015
• LUKERG market share: 6%
CAGR: 32%
CAGR: 13%
2012 2015E
2012 2015E
(1) Pro quota ERG in LUKERG
Source: NREAP
20. 20
• Premium for captive volumes
- ≃2.0TWh p.a. (≃70% of total produced) sold to Iren with a minimum guaranteed spark
spread
- ≃0.7TWh p.a. (≃25% of total produced) sold to captive clients
• Premium price in Sicily, though expected to decrease progressively
• Focus on operational efficiency
- increasing CCGT cogeneration and participation to Dispatching Service Market (“MSD”)
- maintaining high plant availability
ERG Power
POWER: STRATEGY
• Premium for CIP6 subsidy
- ≃4.2TWh p.a. sold to GSE at CIP6 price until 2020
- CO2 fully reimbursed
• Premium for load factor: dispatching priority
• Available option(1) for CIP6 early termination: decision to exercise option
based on financial criteria only
ISAB Energy
(1) Option deadline at 31st March 2013
21. 21
CASH EBITDA CIP6 IAS EBITDA
≃50
EBITDA Evolution (€ mn) FFO Evolution(1) (€ mn)
≃140
≃300
≃200
2012 FCST 2013E 2014E 2015E
POWER: KEY FIGURES
EBITDA key drivers
• Phasing out of CIP6 IAS accounting effect
• Sicilian price assumed to converge to PUN in 2015
• ISAB Energy general turnaround in 2014
2012 FCST 2013E 2014E 2015E
Stable and strong post-capex cash flow
expected
• 2013 FFO peak due to delayed 2012 GSE payments
• Total Capex €60mn for 2013-2015, of which €35mn
for maintenance
(1) Operating cash flow after Capex and before financial charges and tax
22. 22
Marketing
R&M: STRATEGY
Refining & Logistics
• JV envisages plan approval in Q1-13
• Retail demand expected to remain broadly flat
• Network rationalisation
• Optimisation of format mix / price positioning
• Targeting further fixed and variable cost reduction
• Active working capital management
0
1
2
3
4
5
UK FRA GER SPA ITA
1.3
3.03.2
3.5
4.2
(Ml year/station)
n. of stations (‘000) 8.8 12.1 13.8 9.7 23.0
% Self-service 95% 99% 99% 99% 35%
Average output per station in Europe
Source: public information
• Finalisation ofTotalErg’s Rome refinery transformation into a storage hub underway
• Development of TotalErg logistics hub
• Option to fully exit the coastal refining by 2013
23. 23
TOTALERG: KEY FIGURES
Network repositioning
2015E
N. of stations
DODO
CODO
COCO
≃3,200 -15%
Throughput ps (MI/year) ≃1.0 +40%
≃90
2012 FCST 2015E
TotalErg EBITDA (€ mn)
REFINING
SPECIALTIES
WHOLESALE
RETAIL
Note: Figures refer to 100% ofTotalErg
Avg.CAGR: 23%
2012 FCST
• Increase in automation
• Increase in company-operated service stations (COCO)
• Targeting 40% throughput per station increase
• Total 2013-2015 Capex: ≃€200mn, 70% for retail
24. 24
STRONG GROWTH THROUGH A SUSTAINABLE BUSINESS MODEL
CORPORATE
RENEWABLES
POWER
REFINING & MARKETING
28%
EBITDA (€ mn)
60%
CAPEX breakdown
12%
>420
>500
≃600
2012 FCST 2013E 2015E
MAINTENANCE CAPEX
DEVELOPMENT CAPEX
30%
70%
CAGR: 13%
30%
53%
17%
2013E-2015E2013E
Total cumulative Capex ≃€500mnCapex 2013E ≃€190mn
25. 25
CASH GENERATION, DE-LEVERAGE AND DIVIDEND
POLICY CONFIRMED
2013-2015 sources and uses of cash
≃€900mn
NFP 2012 Maestrale De-Leverage NFP 2015
≃€1,100m
≃€900mn ≃€700mn
2012-2015 NFP Evolution
Derivatives MtM(2)
Derivatives MtM(1)
Derivatives MtM(3)
≃€1,500mn
0%
20%
40%
60%
80%
100%
Option to
exercise put
on refining
Operating
cash flow after
interest and tax
44%
Capex
12%
9%
36%
Dividends
Minorities
Implicit
De-leverage
(1) MtM of derivatives at 30.11.2012: ≃€80mn
(2) MtM of derivatives for Maestrale: ≃€130mn
(3) MtM of derivatives expected at 31.12.2015: ≃€100mn
26. 26
EVOLUTION OF NFP: NO REFINANCING RISK AND
FIREPOWER TO ACCELERATE GROWTH
CASH TOTALERG (51%) - NON RECOURSE PROJECT FINANCING - NON RECOURSE CORPORATE LOANSNFP Adjusted
Note: assuming dividend distribution flat in the plan period at €60mn per year
2012
FCST(1)
2013
BDG
2015
Plan
≃900
≃1,300
≃1,100
≃2.1x <3x ≃2xNFP/EBITDA
(1) MtM of derivatives at 30.11.2012: ≃€80mn
(2) Assumes put exercise on ISAB refinery within 31.12.2013
(2)
27. 27
FINANCIAL DISCIPLINE OVER THE PLAN
CAPEX
Sustain long-term growth in Renewables
Target average Equity IRR >13%
Dividend Policy
Financial
Project Financing for Renewables and Power
Long-term corporate debt not refinanced at maturity
Strong balance sheet
NFP/EBITDA ≃3x
Stable dividend per share
28. 28
CONCLUSIONS
• Targeting EBITDA volatility reduction and sustained cash generation
- Renewables: new, wider quality asset base assuring long term growth
- Power: further operating optimisation and strong cash generation
- R&M: proactively repositioning in light of current market conditions
• Strong balance sheet with firepower to fuel growth in a challenging environment
• Further upside achievable through potential Renewables geographic and technological
diversification
• Oil marketing industry restructuring may offer consolidation opportunities forTotalErg
