ERG S.p.A. “First Quarter 2013 Results”

May 14, 2013

MODERATORS: LUCA BETTONTE, GROUP CEO PAOLO MERLI, FINANCE DIRECTOR

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Operator: Good afternoon. This is the Chorus Call Conference operator. Welcome and thank you for joining the ERG First Quarter 2013 Results Conference Call. As a reminder, all participants are in listen-only mode. After the presentation there will be an opportunity to ask questions. Should anyone need assistance during the conference call, they may signal an operator by pressing “*” and “0” on their telephone. At this time I would like to turn the conference over to Mr. Luca Bettonte, CEO of ERG. Please go ahead, sir. Luca Bettonte: Thanks. And thanks to you all for coming to this conference call for ERG Group first quarter result for this year. As usual, there is with me Paolo Merli, our Finance Director who later will take you in details through the numbers. Let me just start with the key figures - see slide no. 4 - the sort of summary we all are familiar with, to underline our performance during this first quarter of 2013. I think that we posted very good results. In terms of EBITDA, we are talking about plus 56% compared €173 million versus €111 million over the previous year. It is easy to say that the most important contribution is from the Renewables: Renewables EBITDA more than doubled, if compared with the result of the same period last year. And this thanks to the contribution from the latest acquisition (ERG Wind) that posted an EBITDA in the range of €50 million; but in my opinion it is also even more important to underline the load factors of our plants. As you know, I always underline that the quality of our assets is key to our success. And let me underline that in this first quarter, we had a load factor in the range of 31% both for the assets owned by ERG Renew and for the assets owned by ERG Wind (the acquired company), with a peak of about 33% in March, thanks to a strong wind for sure, but thanks also to the very high rate in terms of energy availability of our plants. I.e. to have the machine ready to run when the wind is blowing: our target is 95%, and we are achieving it. We got very good results despite the introduction of some unbalancing costs. Today we are still forecasting that because, as you know, the Regulator has still to tell us what the actual amount at the end of the year is going to be. But now, on a conservative basis, we have made some provisions in terms of the reduction of the megawatt per hours that we are collecting. And despite that, we got very strong results. Also Power has had a very important performance: if you compare the two EBITDA - this quarter versus the previous one - they are similar. But you should consider that the scenario has been worsening: in this first quarter the demand for electricity dropped by 4%, and there has been a negative clean spark spread. We posted good results again because of the quality of our assets, in terms of location and of agreements. As you know, we are selling in the industrial site; moreover we have a very important agreement in medium term with IREN. We can also avail of a very good energy management again in terms of modulation, and in terms of specific markets we are operating in. Of course, I was referring to the CCGT plant.

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Switching to ISAB Energy, let me say that the production has been in line with the previous year, but – thanks to the very good management – this time without the technical problems experienced in 2012. Even though the numbers are small, in Refining & Marketing we posted a better result: minus €2 million versus minus €15 million. Focusing first on the Refining, where we posted minus €7 million EBITDA versus minus €22 million, the reason is very simple: we have a lower exposure to the refining industry (minus 20% ISAB Refinery), and we no longer have to run Rome Refinery. At the same time, in this first quarter (in particular in February) we had better margins, and this helped the performance. Moving to the Downstream business, results are in line with the previous year, even though the scenario is worse than the previous year. Consumption is down again by a 6%. The pace seems to be lowering, but we are not sure that we have achieved the bottom of this phenomenon. So why did we post a good result? Because margins were higher than the previous year: so lower volumes, but higher margins. In terms of EBITDA, we are satisfied because this tells us that we are moving into the right direction. From a net financial position, as you know, I would like to comment without derivatives: if you compare the two figures - this year versus last year - the net debt increased by €960 million, out of which €811 million from the acquisition of ERG Wind, and €150 million mainly due to the dynamics of our net working capital that took some one-off items. But later Paolo will give you more details about that. My final comment is about the net profit: €27 million, a very important result if compared both with the first quarter of 2012, and with the full year. We posted a result that is more than twice the one we got for the full 2012. I think that the main reasons are two: the first one is the operating performance. As I said before, EBITDA margin grew by 56%, but EBIT margin and EBIT grew even more than 100%. That as a result of the very good operating performance the Group is having, having moved to different businesses, which are more predictable and more in control of the management rather than of the scenario. The second reason is the lower weight of the income we have to recognize to the minority shareholders, because we are in full control of our businesses. So in conclusion, I confirm that we are really on track, or even more than on track. So Paolo, please. Paolo Merli: Thank you, Luca. Good afternoon everyone. I start as usual with an overview of the scenario in the period, starting from Renewables. In short, the reference price in Italy was €154/MWh, slightly down compared to €158/MWh last year: this mainly reflects a reduction of the electricity prices, mostly offset by the natural hedging provided by the green certificate price formula. In this slide, you have also the feed-in tariff for all the countries where we are in operations. In Bulgaria: €96/MWh, €95/MWh in Germany (entered into our scope of consolidation since Q1, following the acquisition of Maestrale assets), and then €90/MWh in France, broadly in line with the €89/MWh last year.

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Moving clockwise, electricity prices went down quite considerably over the period: from €81/MWh to €64/MWh, minus 21% year-on-year. This huge drop was triggered by revision of gas prices, which took place since last October and caused also a squeeze in generation margins, as the collapse in electricity price went even further the drop in gas prices. Notwithstanding this quite tough scenario in the Mainland, Sicily - the location of our plants - proved to be once again a safe haven from this point of view, with the price in the Island of €87/MWh: €7-8/MWh less than the €95/MWh recorded in the same period last year. This implied a premium of about €24/MWh, compared to the €14/MWh last year. And finally CIP6 tariff at €115/MWh: this our best estimates so far, broadly in line with last year. Moving to Marketing, as Luca reminded, the Italian consumption kept going down quite considerably (-5.5% on a year-on-year basis) but, just to put things into the context, it is more important to remind that since the beginning of the economic crisis in 2009 all-in-all consumptions have fallen by roughly 20% or even more. As far as Refining is concerned, you can see the EMC indicator recovered a bit, but was still negative at $0.85 per barrel, particularly driven by gasoline cracks. Let us move now to economics, we are at slide no. 7. You see here our EBITDA for the period was €173 million: plus 55% year-on-year or plus €62 million in absolute terms. Surely, the Renewables segment is by far the main contributor of this growth, and in particular ERG Wind acquisition, which accounted for €49 million over the period. I think I is important to underline that this growth is mainly driven by the actions taken by the Company to re-shape its portfolio, on one hand by increasing the operations in the Renewables, on the other hand by reducing the loss making activities in the Refining business. As a consequence, also the R&M segment contributed by €14 million to this growth for the reasons I have already said, while Power & Gas kept delivering very solid results - even though slightly below last year - and remaining an important source of cash flow for this growth. Let us move now to slide no. 8; commenting segment-by-segment, and starting from Renewables, the EBITDA was €92 million, more than double compared to the €41 million last year. The main contributor was ERG Wind with €49 million in the period, with - as Luca reminded earlier - a load factor of 31% during the quarter, practically the same of our ex-ERG Renew assets. Anyway it is important to remind you that Q1 and Q4 tend to be much stronger than Q2 and Q3, given the traditional seasonality of the wind operations. Moving to the right part of the slide, you see here the production: 809GWh, much more than double, 139% higher year-on-year. 414GWh came from ERG Wind, while the remaining came from ex-ERG Renew assets. It is important to underline that also on a like-for-like basis ERG Renew performed very well, with 16% increase of production (excluding ERG Wind), which from an economic point of view was able to more than offset the unbalanced costs and the tougher scenario over the period.

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Let us move now to Power results, see slide no. 9. EBITDA closed at €90 million slightly down from the €92 million recorded in Q1, 2012. ISAB Energy closed at €65 million, 8% higher than last year, due to the slightly higher production (+4%), and the load factor of the plant (94% compared to 90% last year). ERG Power closed at €25 million, €7 million less than the €32 million recorded in Q1, 2012: all the difference is explained by some one-offs items we had in Q1, 2012, when we had some settlements from the contract with one of the main industrial customer in the site pertaining to previous year. Net of this effect, the results are quite in line year-on-year, as the higher Sicilian premium more than offset the lower clean spark spread in the Mainland. Let us move now to slide no. 10, commenting Marketing: I have already said about the scenario, which anyway is important to put in the context the results I am going now to comment. The EBITDA here was €9 million against the €4 million last year, so more than double. This growth is due to better Retail margins in the industry, but also to the strategy of TotalERG, which is more focused on profitability than on volumes. This attitude, coupled with the aggressive competitive arena from the white pumps, can explain also the reduction of its market share from 11.8% to 11.1%. ERG Oil Sicilia performance on a year-on-year basis is still affected by the change in its business perimeter, following the exercise of the 20% put on ISAB last September, which had the consequence that ERG is now a minority shareholder, so lost the rights of the exclusivity of the cargo by land facility in the refinery, which triggered the loss of most part of the traded volumes in the wholesale business. This also could partly explain the reduction of ERG Oil Sicilia market share, as this triggered also lower volumes in the “free on track” service stations. Let us move now to Refining: Q1 EBITDA was minus €11 million versus minus €19 million. The improvement again has been driven by the reduction of exposure to this business, and partly offset by the fact that in March ISAB Refinery went through its general turnaround (which last till almost the end of April), and also some upset at Sarpom (Trecate), which had a couple of million negative impact on the quarter. Let me also remind you that last year the EBITDA of inland refineries included some positive one-off items from the de-stocking of inventories ahead of the closure of Rome Refinery a few months later. Anyway, I think here the main takeaway for you is the strong downwards trend of losses, following the progressively lower exposure: as a matter of fact, the volumes processed by ERG went down more than 60% in the period. Let us move now to key financials, commenting the pro-forma and profit & loss at replacement cost, I am at slide no. 13. Here you have the JVs consolidated line-by-line: moving down from EBITDA starting from depreciation, they are higher (€70 million against €61 million) mainly following the consolidation of ERG Wind as of January 1. This effect was partly offset by the lower depreciation in the Refining for the reason I have already mentioned.

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Net financial expenses: minus €24 million against minus €16 million last year, so plus 50%. Actually this figure does not fairly represent our cost of debt during the period, as it included about €4.5-5 million of negative FOREX effects, while last year those effects were positive by a tune of €3 million. So net of this effects on FOREX, more or less the financial charges were in line year-on-year, as the cost consolidated from ERG Wind by about €4 million were more or less compensated by lower financial charges in the remaining net financial position, also thanks to the fact that we cashed in - I should remind you- €485 million in September, coupled with lower interest rates in the market. Taxes: €38 million against €21 million last year, with an adjusted tax rate at 48% versus 61%. I should say that the higher pre-tax led the Group to have a more normalized tax rate, reducing the distortion provoked by the regional tax when the pre-tax is lower. Minority is €14 million versus minus €13 million last year, which reflects stronger results of ISAB Energy. Replacement cost net profit came at €27 million versus €1 million last year: this is a very great achievement for our Group, finally with a firmly positive bottom line. In this respect nevertheless, I should remind you that Q2 and Q3 are expected to be much weaker at bottom line, given the increased seasonality of our EBITDA reflecting the higher weight of renewable operations (which tend to be stronger in Q1 and Q4) and also the greater operating leverage following the acquisition of Maestrale, with an effect on depreciation and financial charges. Let us move now quickly on investments, which were €20 million during the period (minus 23% year-on-year), with Renewables as the only segment up by 11%, while both Power and R&M segments went considerably down, the latter also mainly in light of the deconsolidation of ISAB Refinery since last September. Going very quickly segment-by-segment, Renewables CAPEX are related to the construction works of Palazzo San Gervasio (34MW in Italy) and of 84MW in Romania. Power includes the completion of some mandatory investments which had their peak in 2012, with an important queue in 2013. With reference to R&M, this figure does not include any longer the investments of ISAB Refinery, so the investments envisage the restyling of the retail network of TotalERG, in line with the medium-term target shown in the Business Plan last December, to improve quality and automation of this retail network. Last but not least, cash flow statement. As usual, I comment from left to right starting from the operating cash flow, which was €152 million; this very important item was driven up by solid results of Renewables and Power. I think working capital deserves a detailed explanations, as it turned out to be €438 million with an effect on our net financial position. There have been several items behind this figure, some of them non-recurring. The main ones are roughly €200 million following the reversal financial effect we had at the end of last year, when you should remind our net financial position came considerably lower than the €900 million guidance we gave just few days before. So these €200 million reversed in Q1, and were absolutely in line with our expectation.

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On top of this, which anyway explains roughly half of the €438 million, we had other two main effects: one is related to the general shutdown of ISAB Refinery, which had an impact of roughly €100 million. This effect should reverse in Q2 and, as a matter of fact, at the end of March commercial receivables and payables in this business line were practically the same, while the first tends to be much higher than the latter in this business segments. The other effect is related to the green certificates generated in Q1, 2013 for a total amount of roughly €70 million, not matched by the payment of green certificates generated in the first half of 2012, which were supposed to be cashed in within the month of March; but then in the end it happened in April, so also this effect should reverse in Q3. So, all in all, adjusted net debt was up from €722 million to €1.8 billion, and the other very important effect was the consolidation of ERG Wind, which accounted for €811 million. Now, over to Luca for his final remarks. Luca Bettonte: Thanks Paolo for your explanations of what happened. Our guidance in conclusion. Let me say that it would be easy to give you a better guidance for the full year by leveraging on what we achieved in the first quarter, and maybe also listening to what some of you is writing in terms of forecast for the ERG Group at year-end. We are still proposing the same guidance we gave you in December last year. You should consider that there are some uncertainties going forward that may affect our business. The first one is the potential downward revision of the avoided fuel cost that is under discussion today. The Authorities sent out documents in the past, however there are some discussions about a new potential formula to determine the value of the avoided fuel cost for the CIP6 convention. The second point has to do with the seasonality of the wind production. As Paolo said, first and last quarters are the best-in-class, while in the second and third quarters usually the production is going to be lower. And there is something to take into consideration that has to do with the unbalancing cost: as I told you at the beginning of this conference call, the final number is going to be given by the Authority at year-end. Switching to the Oil business in general, we may think that the refining margin is going to be again under very strong pressure going forward, even though everything is mitigated in our books because of the reduction in the exposure to the Refining business. And last but not least, you should again take into consideration the development of the downstream and the retail market. As I said, we have seen in March this year minus 6% in terms of industry consumption for the retail business: that is something better than what we have become familiar with (the famous minus 9-10%) but it is too soon to say that we are in front of a switch in the curve. Despite the uncertainties we have tried to forecast in our projection, what I can tell you in terms of guidance is that - not just because of leveraging on what we achieved in the first quarter - I am much more confident in ascertaining that our expectation is to firmly exceed the €500 million we gave you at the beginning of the year, while for the other items representing our

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forecast, I confirm that in terms of CAPEX we are going to achieve such an amount. And in terms of net debt, we may be in a better position at year-end, assuming also we exercise the PUT option with LUKOIL. Good, I think this is all for now. And so we are ready for your questions, thanks for listening to us.

Questions & Answers Operator: Excuse me; this is the Chorus Call conference operator. We will now begin the Questions & Answers session. Anyone who wishes to ask a question may press “*” and “1” on their touchtone telephone; to remove yourself from the question queue, please press “*” and “2.” We kindly ask you to use handsets when asking questions. Anyone who has a question may press “*” and “1” at this time. The first question is from Roberto Ranieri of Banca IMI. Please go ahead. Roberto Ranieri: Good afternoon everyone. Two quick questions on the Renewables business, if I may. The first one is on the ERG Wind production: I understand that the load factor is in the region of 30%, and this is because of wind availability and also plant availability, if I am not wrong. My question is: can we have the load factor basically net of the exceptional resource availability, so on an average basis, and basically the full-year 2013 production for ERG Wind? The second question is about the Romania and the Bulgaria investments, and specifically about the regulation. A few weeks ago we read that the Romanian Government wants to make some changes on the green certificate scheme. Can you give us an update on that? What are basically the risks on Romania? If I am not wrong, they are thinking about a delay of payment of the green certificates. Is it true, or are they thinking anything else or are they abandoning, canceling this kind of changes? Thank you very much. Luca Bettonte: Okay, thanks for your questions. With reference to your first question, it is very difficult to give you a precise number. 31% is a very high load factor: for sure it is a result of both availabilities you mentioned, i.e. wind and plants. Of course we can’t do anything about the wind, whilst we can keep on having such a very high availability in terms of production. I think 31% is a very high load factor: in our projection, the load factor is for sure lower than that. And so, my expectation - mainly based on the technical and plant availability - is that we can post better results than what we thought we could have, when evaluating the Company. As you all remember, when we finalized the acquisition I told you that my expectations were - and still are - to improve the performance of those plants that were managed mainly from financial purposes rather than from industrial ones. And I put everything in the same Company, run by a very good management; so I think we can improve the results.

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From a regulator view point - I am switching now to Bulgaria and Romania - you are right: something may change in those countries. In general terms, what is happening there has already happened in the mature markets (I am referring to Italy, rather than France or Germany), in which - after the initial period, when everything was very good for everybody, in terms of incentives or limitations etc. - now the situation is changing. And also in those countries maybe the governments are trying to transform - as the Italian government did in Italy - that industry in a more mature industry, more similar to the infrastructure industry. In that way, something could happen there, I am referring to the incentives scheme. Talking precisely about Romania, today there are two green certificates (with a cap and a floor), but something may change. What you mentioned is right: the Authorities are thinking on how to change the way they allow incentives. In terms of numbers of green certificates, you know that they are going to be two green certificates till 2017, whilst from 2017 on, there is going to be just one. Someone is saying that they could cut enough the green certificate so giving just one. Someone is saying that they could reduce the cap or even the floor. Someone else is saying that they could delay the payment. Everything is possible. What I can tell you from our perspective is that, in our projection and in the valuation we did of the plant that we bought and that we are building, we included these changes on a conservative basis. So we think that - without giving you more details, because it is not possible - believe me that we are on the safe side in terms of the numbers we used to make such evaluation, that were very conservative from this point of view. Roberto Ranieri: Yes, thank you. Can I ask you very quickly just a follow up question, just a clarification about your expectation that the ERG Wind results will be better than what you disclosed and announced. If I remember well, the EBITDA you were disclosing a few months ago was of around€130 million as the additional contribution from ERG Wind. So will it be materially higher than this value? Thank you. Luca Bettonte: “Materially” is a qualitative word; in any case my expectation is to exceed €120 million for sure. Roberto Ranieri: Okay. Thank you very much. Operator: The next question is from Mukhtar Garadaghi of Citigroup. Please go ahead. Mukhtar Garadaghi: Hi, thank you for the presentation. My question is a follow-up question towards what was asked before. In terms of the rest of your Renewables portfolio, where would you expect and what kind of legislative challenges in terms of pricing of Renewable Power outside Romania? And my second question refers to your plan to revamp your Marketing to double EBITDA by 2015: I was just wondering whether you could provide some update in such a contracting demand environment, how that is going, and when should we expect an update on how it is progressing. Thanks very much.

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Luca Bettonte: So, if I am right, your first question has to do with incentives relating to the Renewables outside Romania. Well, Bulgaria and Romania are the more active markets in terms of potential changes in the incentive scheme, while in the other European countries where we are today (namely France, Germany and Italy) the regulation is quite solid, in my opinion. In any case, we are much exposed in Italy with more than 1,000MW, and I think that what the regulator did last year transformed finally that industry in an infrastructure one, with the specific risks associated to such an industry. And of course: never say never, but I do believe that the regulator should focus his attention on a different source of Renewables other than the wind industry. In terms of marketing, you are asking us something about the transformation of the network, and if we doubled the results in this quarter just thanks to such a process. It is too soon to say. For sure, we are improving our performance, but today it is still much more a matter linked to the market dynamics than to the transformation of the Company, which is ongoing of course. As I mentioned, and as Paolo said, in the market we saw lower volumes but higher margins. I do not know how long they will last: for sure the reduction in consumption is lower than in the past, and in any case it is a positive signal that margins were higher. Going back to what we are doing, we are on track in the transformation of the retail network by reducing the number of sale points not in our full control, and by moving to a more automated network. Wait and see what is going to happen, also because the industry is in a very bad situation, and you can easily understand that, if you consider that €9 million EBITDA for the 100% of a Company like TotalErg means that bottom line is going to be a very difficult situation for these companies. I repeat again that in my opinion TotalErg is one of the best operators today in the market, even though - starting from €9 million EBITDA - if you just subtract the financial charges and the amortization, depreciation, it is easy for you to understand that there is going to be a negative net profit result. And €9 million is for 51%, so €18 million is for the 100% of the Company. In any case, I think that - despite these results - TotalErg is doing a very good job. And another signal in the line with what I said six months ago is that the industry is going to go down in consolidation process, and what Shell is doing is just proving that. Mukhtar Garadaghi: Thank you very much, very helpful. Luca Bettonte: Okay. Operator: As a reminder, if you wish to register for a question, please press “*” and “1” on your telephone. For any further questions, please press “*” and “1” on your telephone. The next question is from Paolo Citi of Intermonte. Please go ahead.

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Paolo Citi: Good afternoon. Just one question: you mentioned the Shell network. What is your view regarding this network? And assuming a very, very favorable evaluation, to strengthen your growth strategy could this kind of assets be interesting for you, or do you prefer to focus now just on the Renewables segment? Luca Bettonte: I have to repeat what I told you couple of months ago. Shell may be on the markets, Shell is working to sell its network. Could this be of our interest? First of all, surely we cannot avoid understanding what Shell is in details. Of course, Shell was perceived very well one year ago, today I do not know, because their market share is lower than in the past. Their throughput for sure is one of the most interesting, I do not know the numbers of the company, so I do not know what is the level of indebtedness. So it is too soon to say if we are really interested in doing something. Of course we have to understand better, and when I say “we” I am referring to TotalErg, because we have to do this exercise through TotalErg, given the agreements we have with Total. Is it something that may be interesting for us from an industrial point? I think it is, but by saying “it is” I am assuming that if and when we might do something with Shell it is because we will have clearly in mind the way to integrate Shell in TotalErg network, which is an exercise we are still working on. I think TotalERG has to think in depth if this could be an opportunity, but today it is too soon to say. Operator: The next question is from Domenico Ghilotti of Equita SIM. Please go ahead. Domenico Ghilotti: Good afternoon, I have a question on your CIP6 tariff: you said €115/MWh as your current best estimate. So I wonder if you have already included some provisions, some cautiousness in this for the potential tariff revision. Luca Bettonte: Yes, we are taking into consideration this potential downward revision. If you take for instance some other peers, they are having a different view about that: ours is a bit more conservative, so wait and see what is going to happen. Domenico Ghilotti: Okay. Thank you. Operator: Once again, if you wish to ask a question please press “*” and “1” on your telephone. There is a follow-up question from Roberto Ranieri of Banca IMI. Please go ahead. Roberto Ranieri: Good afternoon again. A quick question on the cash-in of the CIP6 future revenues: can you give us an update on this opportunity, I mean, would there be one more option, a window to exploit this opportunity of cashing in the CIP6, or is this matter already closed from a regulatory point of view? Thank you very much.

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Luca Bettonte: The possibility to adhere to an early termination of the concession expired at the end of March this year. If there is another option it is welcome, but it does not change the way we are running the plant from a financial viewpoint. As I told you in Milan in December, we said that this plant is a mature plant, and we had to run it at best from an operating view point to maximize cash. If maximizing cash means to adhere to a CIP6 early termination for the convention why not? We have to evaluate if this should be at least neutral for us from a cash generating view point or even better: this is our position today. Roberto Ranieri: Thank you very much. Operator: For any further questions, please press “*” and “1” on your telephone. Gentlemen, there are no more questions registered at this time. Paolo Merli: Okay. Luca Bettonte: Okay good. Thanks to you all for coming again and see you before the summer break Paolo Merli: In August. Luca Bettonte: In August. Paolo Merli: Thank you very much. Thank you. Luca Bettonte: Bye-bye. Paolo Merli: Bye-bye.