The Board of Directors of Gas Plus approves the 2015 results

Gas Plus: The Board of Directors approves the draft financial statements and the consolidated financial statements as at December 31 st, 2015
Positive 2015 Net Result despite the adverse scenario of the energetic scenario Step forward in the development of the main E&P projects with a first contribution to production in 2016 Rationalization of gas commercial activities with the exit from the not profitable wholesale business Further strong Net Financial Position reduction, at the lowest level for the last five years Maintained the dividend policy despite the negative context proposed a dividend amounting to 0.10 per share Updated the business plan with an EBITDA target, at 2020, included in the range 70-90 M and total investment of about 140 M
Total Revenues: 104.6 M vs. 113.9 M in FY14 EBITDA: 31.5 M vs. 38.5 M in FY14 EBIT: 3.4 M vs. 15.1 M in FY14 EBT: -1.4 M vs. 5.7 M in FY14 Discontinued operations: -1.3 M vs -2.2 M in FY14 Net Result: 7.2 M vs. 16.9 M in FY14 NFP: 41.1 M vs. 71.2 M as at December 31 , 2014
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Milan, March 24 , 2016 The Board of Directors of Gas Plus S.p.A., a company listed on the Italian Stock Exchange, approved today the draft separate financial statements and the st consolidated financial statements as at December 31 , 2015. Gas Plus Group closed positively the first year characterized by a negative context of the energetic market and of the oil & gas industry, recording a net result amounting to 7.2 M and a strong net debt reduction. This result, in particular for the E&P industry, with respect to 2014 has been influenced by higher depreciation and amortization for 4.7 M and a lower contribution from positive no recurring fiscal items for 8,0 M but also by the achievements of no recurring revenues connected to the ordinary activity for 5.3 M. For what concerns the other business, it has continued the positive trend of the network and retail activities, while in the 3Q15 it has stopped the not more profitable wholesale activity.

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Under a financial point of view, it has been confirmed the further reduction of the net debt that move from 71.2 M of December 31 , 2014 to the present 41.1 M, the lowest level since the Società Padana Energia acquisition, happened in 2010. This lower level is an effect of the positive cash flow generation from each business unit, of the new business model for the gas sale and the resulting lower working capital investment, as well as of the postponement of some investment for which the Group has already obtained, at the end of the previous year a specific 64 M credit line, at today still fully available. Approved the update of the 2016/2020 Group Business Plan that foresees an increase of the E&P investment, with resulting natural gas production increase in Italy. The CEO Davide Usberti has declared: "Despite the negative energetic market context the Gas Plus Group, with the 2020 Business Plan, existing the conditions, will increase from the current year the new investment, of which 100 million in the strategic area of Emilia Romagna region, leveraging on a solid asset and financial structure". 2015 TREND OF THE MAIN ACTIVITIES During the year the result of the main Group business unit (BU Exploration and Production) have been influenced by the progressive decrease of the selling price and by the physiological volume reduction of the mature fields produced volume, whose effect has been amplified by the missed contribution of a concession not operated by the Group and by the postponement of the gas-in of the new projects. This postponement is due to the block of the authorization iter of the new E&P and of the storage projects in the Emilia Romagna Region, where the main Group development projects are located. This situation has been solved also thanks to the positive outcome of "Laboratorio Cavone" and it has been removed during 2015 but only from July. In this context the Group has anyway: Given strong pulse to the gas-in, targeted in first half 2016, of a relevant project within its asset portfolio; Restarted exploration activity, where unfortunately, in the unpredictability that characterize this activity, it has been recorded the negative outcome of an exploration well, whose drilling has ended at the beginning of August; Continued the initiative for the restart of the minor fields, now not producing, and a further control on operating cost. The B.U. Network and Transportation, through an efficient management, has confirmed its previous economic trend, favored in the first part of the year by a climatic trend, even if not particularly cold, less mild vs. 2014.
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In a future view the Group has emphasized its strength even in the empowerment of regulated activities with the award of a tender for the share of a company which manage and own the natural gas network plant of two municipalities in Brescia province and of the plant belonging to those municipalities. FY 2015 CONSOLIDATED ECONOMIC AND FINANCIAL DATA FY 2015 Total Revenues amounted to 104.6 M vs. 113.9 M of FY14. The change over the previous year was due to the lower hydrocarbon production and to the lower selling prices. The revenues of the period included also no recurring items for 5.3 M resulting from the renewal of a service contract of the B.U. E&P. EBITDA decreased, moving from 38.5 M of FY14 to the present 31.5 M. On this result, there was the impact of the E&P trend that reduced its contribution from 27.4 M of FY14 to the 20.1 M of FY15. The performance of the B.U. Retail had an opposite trend vs. the Group EBITDA result, recording an increase from 4.4 M to 5.7 Pretty stable the contribution of the BU Network and Transportation ( 6.5 M in FY15 vs. 6.9 M in FY14). EBIT amounted to 3.4 M vs. 15.1 M of the FY14. The strong EBIT reduction, higher in absolute term vs. EBITDA one, is attributable to the higher amortization, mainly as effect of the negative outcome of an exploration well and to the write-down of some mining assets to align the book value to the existing energetic market conditions. Operating results amounted to 5.0 M vs. 15.5 M of FY14 while the EBT amounted to 1.4M vs. 5.7M of FY14. The discontinued operations, composed of the B.U. S&S, have recorded a negative result of 1.3 M vs. -2.2 M of FY14. The Group achieved a 2015 Net Result amounting to 7.2 M vs. 16.9 M of FY14 thanks to the positive tax balance amounting to 9.8 M (of which 7.8 M no recurring as effect of the IRES corporate tax reduction from 27,5% to 24% from 2017). The Net Debt, thanks to the cash flows generated in the period, the postponement of some investments and to the lower working capital needs, as effect of the new business model, recorded a remarkable improvement ( 41.1 M as at December 31 , 2015 vs. 71.2 M as at December 31 , 2014). OUTLOOK 2016
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In case of persistence of the current energetic scenarios level, the consolidated EBITDA 2016 is foreseen to substantially decrease with respect to 2015 as well as the net result which, currently not considering the contribution of no recurring positive items, is expected to be negative. The E&P activities, assuming the first new gas-in foreseen within the 1H 2016, will register an increase in hydrocarbon production with respect to 2015 provided that the new issues arisen in connection to the gas transportation of Garaguso concession will be shortly sorted out. At an EBITDA level, the increase in production foreseen in 2016 will not be enough to compensate the negative effects deriving from the current energetic scenarios level. Only with the progressive gas-in, during the following years, of the remaining development projects it will be possible to recover, also considering the present prices scenario levels, the E&P B.U. marginality. In this sector, a strong focus will be granted on the control of the operating costs. The regulated and the retail activities will continue, also in the next year, to register a positive trend. Anyway, regarding their profitability, the retail activities will be affected by the current weakness of domestic demand and the high level of sector competition, while the regulated activities will face the further reduction in the related regulated revenues. Also in this persisting critical market situation, the efforts of the Group in development projects related to regulated and commercial downstream activities will be significant. The restart of the investments during 2016, in particular related to E&P activities, will cause the progressive liquidity reduction of the initial period and the increase of the financial debt within the limits of the currently available medium-long term financing facilities.

BUSINESS PLAN UPDATE

The Group has carried over the update of the Business Plan, confirming the main development initiatives of the previous plan but providing for the related cash flows in the 2016-2020 period. The new Business Plan for the 2016-2020 period, which update is due to external factors that have determined the delay of the main E&P projects, foresees an EBITDA target for the end of period within a range of 70-90 M and investments in Italy, during the plan, for roughly 140 M, of which more than 90% in E&P activities, with an expected production level at the end of the period of 450 MSmce. The further main assumptions of the 2016-2020 Business Plan are the following: scenario: Brent with an increasing trend in a range from ca. 30 $/bbl to 70 $/bbl (with flat exchange rate equal to 1,1 /$); Business Units:

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E&P: increase in hydrocarbon production through the development of Group Italian fields. Foreseen anyway selected exploration investments in Italy with potential further investments in foreign activities without considering their eventual contribution in terms of additional net results; Retail: growth of customers portfolio and related marginality; Network: active role in the next gas distribution concession tenders, in order to maintain at least the same perimeter of activity; Storage: pre-development phases until concession assignment. NFP: positive net financial position in 2020. Considering the initial financial structure, the Business Plan foresees the financing of the investments through the medium-long term financial facilities, already secured by the Group and still fully available, and the cash flows forecasted during the period. The cash flows generated will also allow the full repayment of the outstanding debt at the end of 2015 and of the facilities financing the planned investments within the range of their availability.

PROPOSAL FOR DISTRIBUTION OF DIVIDENDS The Board of Directors also will propose to the shareholders' meeting called on April 29th, 2016 the payment of an ordinary dividend of Eur 0.10 per share, ex-dividend date on May 23th, 2016, and record date on May 24th, 2016, with payment date on May 25th, 2016.

CALL OF THE ORDINARY SHAREHOLDERS' MEETING ON APRIL 29 , 2016

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The Board of Directors has called the ordinary shareholders' meeting on April 29th, 2016 h.8.30 (single call) to resolve upon the approval of the 2015 financial statements, the destination of the Net Result, and either the appointment of a member of the Board of Directors or the reduction of the number of members of the Board. The notice of call of the meeting will be published according to the applicable law. ******* The Board of Directors also approved the Annual Corporate Governance Report. A copy of the report will be made available to the public in compliance with applicable law. ******* The manager responsible for preparing the company's financial reports, Germano Rossi, declares, according to Article 154-bis, paragraph 2, of the Consolidated Law on Finance, that

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the accounting information contained in this press release corresponds to the document results, books and accounting records. ******* The Annual Financial Report (according to article 154-ter of the Consolidated Law on Finance) will be made available to the public at the Company registered office, on the Company web site www.gasplus.it (Investor Relations section) and on the storage mechanism NIS-Storage in compliance with the applicable law.

On March 25 , 2016 at h. 10.00 (CET), Gas Plus Group will host the conference call for analysts/investors on FY 2015 financial results. Speakers: Davide Usberti Chief Executive Officer Cinzia Triunfo General Manager Germano Rossi Chief Financial Officer To connect to the conference-call: Italia: UK: USA: Press: +39 02 805 88 11 +44 1 212818003 + 1 718 7058794 +39 02 805 88 27

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Gas Plus is the fourth largest producer of natural gas (as estimated by the Authority for Electricity and Gas, AEEG) after Eni, Edison and Shell Italia E&P. It is active in the main sectors of the industry of natural gas, particularly in the exploration, production, purchase, distribution and sale to final customers. At 31 December 2015 the Group has 48 exploitation concessions located throughout the Italian territory, manages a total of approximately 1,500 kilometers of distribution network located in 37 municipalities, serves a total of more than 75,000 end users, with a staff of 187 employees.

For Further information: www.gasplus.it

Investor relations contacts: Germano Rossi (IR) germanorossi@gasplus.it +39 02 71 40 60

Media relations: Giorgio Brugora giorgio.brugora@gmail.com +39 335 78 75 079

The attached tables summarise the consolidated financial statements as of Decembre 2015 and the financial statements of Gas Plus S.p.A.. The data below have not been audited yet.

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CONSOLIDATED BALANCE SHEET Amounts in thousands of Euro ASSETS Non-current assets Property, plant and equipment Goodwill Concessions and other intangible assets Investments in associated companies Other non-current assets Deferred tax assets Total non-current assets Current assets Inventory Trade receivables Income tax receivables Other receivables Receivables from associated companies Receivables from parent company Financial assets Cash and cash equivalents Total current assets TOTAL ASSETS SHAREHOLDER'S EQUITY Share capital Reserves Other equity components Net result for the period Equity attributable to equity holders of the parent Minority interests TOTAL SHAREHOLDER'S EQUITY LIABILITIES Non-current liabilities Lont-term borrowings Termination indemnity Deferred tax liabilities Liabilities for acquisition of business Other non-current liabilities Provisions Total non-current liabilities Current liabilities Trade payables Payables to associated companies Short-term borrowings Liabilities for acquisition of business Other current liabilities Income tax payables Total current liabilities TOTAL LIABILITIES TOTALE SHAREHOLDER'S EQUITY AND LIABILITIES 31/12/2015 31/12/2014

102.607 750 342.371 4.598 25.311 475.637 4.153 16.842 1.472 10.990 320 5.190 29.932 68.899 544.536

104.170 750 361.636 4.477 25.948 496.981 19.283 34.535 3.521 14.871 41 193 5.339 6.386 84.169 581.150

23.353 192.869 (230) 7.128 223.120 463 223.583

23.353 179.623 931 16.886 220.793 446 221.239

41.836 4.424 90.010 27.757 3.194 115.193 282.414 21.838 6.556 112 10.030 3 38.539 320.953 544.536

46.286 4.866 103.501 27.757 3.150 113.777 299.337 35.545 8.715 121 16.113 80 60.574 359.911 581.150

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CONSOLIDATED PROFIT & LOSS STATEMENT Amounts in thousands of Euro 31/12/2015 31/12/2014 Restated 92.505 9.401 104.606 (31.474) (31.033) (10.632) 1.604 (28.047) 5.024 1.975 (8.397) (1.398) 9.832 8.434 108.084 5.864 113.948 (34.538) (29.571) (11.365) 366 (23.379) 15.461 1.406 (11.143) 5.724 13.416 19.140

Revenues Other revenues Total revenues Raw materials and consumables costs Services and other costs Personnel costs Other income (charges) Share of result of associated companies Depreciation and devaluation OPERATING RESULT Financial income Financial expense PRE-TAX RESULT Income tax NET RESULT Net result of the period from discontinued operations NET RESULT FOR THE YEAR Attributable to: Group Minority interests

(1.284) 7.150

(2.229) 16.911

7.128 22

16.886 25

Basic earnings per share (amounts in Euro) Diluted earnings per share (amounts in Euro)

0,16 0,16

0,39 0,39

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CONSOLIDATED CASH FLOW STATEMENT Amounts in thousands of Euro Cash flow from operating activities Net result Depreciation and devaluation of tangible and intangible assets (1) Other non-monetary provisions Discounted retirement fund Financial charges capitalized on liabilities for acquisition of business Capital (gains) losses Change in fair value of assets and liabilities Change in deferred taxes Change in operating assets and liabilities Change in inventory Change in trade receivables from third parties and associated companies Change in trade payable from third parties and associated companies Asset retirement obligations Change in termination indemnity Change in other operating assets and liabilities Net cash flow from operating activities Cash flow from investing activities Purchase of tangible and intangible assets (1) Net cash flows used in investing activities Cash flows from financing activities Net change in short-term borrowings Sale of current financial assets Loans reimbursed Dividends paid Other movements in share equity Net cash flows generated (used) in financing activities Effects of exchange rate on cash Net cash flow from discontinued operations Increase (decrease) in cash at bank and in hand Cash and cash equivalent at the beginning of the year Cash and cash equivalent at the end of the year Dividends received Taxes paid in the period Interests paid in the period 31/12/2015 31/12/2014 Restated 19.140 21.959 (16) 4.637 319 19 (19.322)

8.434 24.057 (998) 4.229 588 138 (1.297) (12.984)

(390) 374 4.943 (667) (64) 155 26.518

364 7.384 (414) (626) 70 (425) 33.089

(6.494) (6.494)

(5.922) (5.922)

685 925 (5.000) (4.362) (214) (7.962) (280) 11.764 23.546 6.386 29.932 1.168 900 2.611

(879) (15.400) (6.978) (23.257) (766) (285) 2.859 3.527 6.386 366 8.305 6.398

(1) net of depreciation of exploration costs incurred in the period (respectively Euro 3.380 in 2015 and Euro 1.417 in 2014).

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GAS PLUS S.P.A. BALANCE SHEET
BALANCE SHEET Amounts in Euro ASSETS Non-current assets Intangible assets Property, plan and equipment Investments in subsidiary companies Deferred tax assets Total non-current assets Curent assets Trade receivable Receivables from subsidiary companies Receivables from parent company Income tax receivables Other receivables Financial assets Cash and cash equivalents Total current assets TOTAL ASSETS SHAREHOLDER'S EQUITY Share capital Reserves Other equity components Net result for the period TOTAL SHAREHOLDER'S EQUITY LIABILITIES Non-current liabilities Long-term borrowings Termination indemnity Provisions Total non-current liabilities Current liabilities Trade payables Payables to subsidiary companies Short-term borrowings Other current liabilities Income tax payables Total current liabilities TOTAL LIABILITIES TOTAL SHAREHOLDER'S EQUITY AND LIABILITIES 31/12/2015 31/12/2014

863.765 1.284.351 241.873 338.401 295.192.544 293.404.190 233.510 458.289 296.531.692 295.485.231 4.603 18.768

9.474.436 9.477.329 81.048 79.915 710.862 2.434.909 379.410 154.091 5.190.424 5.339.315 22.460.224 1.325.217 38.301.007 18.829.544 334.832.699 314.314.775

23.353.002 23.353.002 172.061.009 174.386.708 527.537 (377) 4.709.668 2.031.973 200.651.216 199.771.306

41.835.896 1.044.882 42.880.778

46.285.708 1.028.140 1.600.000 48.913.848

708.762 785.072 83.284.436 57.174.089 5.736.967 5.933.810 1.570.540 1.736.650 91.300.705 65.629.621 134.181.483 114.543.469 334.832.699 314.314.775

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PROFT & LOSS STATEMENT

Amounts in Euro Revenues Other revenues Total Revenues Raw materials and consumables costs Services and other costs Personnel costs Other income and (charges) Depreciation OPERATING RESULT Financial income Financial expense PRE-TAX RESULT Income tax NET RESULT FOR THE YEAR

31/12/2015 6.026.447 47.197 6.073.644 (34.520) (3.124.512) (3.591.236) 4.403.666 (249.592) 3.477.450 4.229.897 (5.407.656) 2.299.691 2.409.977 4.709.668

31/12/2014 6.150.724 40.472 6.191.196 (33.530) (3.198.048) (3.355.483) 3.701.814 (248.434) 3.057.515 4.826.888 (9.054.893) (1.170.490) 3.202.464 2.031.974

Basic earnings per share (amounts in Euro) Diluted earnings per share (amounts in Euro)

0,11 0,11

0,05 0,05

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CASH FLOW STATEMENT 31/12/ 2015 Cash flow from operating activities Net income (loss) Depreciation of tangible and intangible assets Capital gain (loss) on assets Change in the fair value of financial assets and liabilities Change in deferred taxes Change in trade receivables from associated companies Change in trade payables Net change in receivables/payables from tax consolidation from subsidiary companies Net change in receivables/payables from Group VAT regime Income from tax consolidation Net change in other operating assets and liabilities Change in termination indemnity Net cash flows from operating activities Purchase of tangible assets Purchase of intangible assets Other changes in financial assets Gains on disposal of fixed assets Net cash flows used in investing activities Net change in short-term borrowings Net change in cash pooling activities Loans (repaid) and received from parent company Loans (repaid) or received Dividends paid Other movement in shareholders' equity Net cash flows generated (used) in financing activities 4.709.668 31/12/ 2014 2.031.973

249.592 (3.615) (684.422) 5.955 429.215 (85.666) (2.389.508) (1.029.013) 1.724.047 (391.429) 16.742 2.551.566 (28.982) (16.770) (4.000.000) 3.615 (4.042.137) 476.682 29.832.635

248.434 (10.750) 4.513.015 2.098 1.454.038 82.777 (158.147) (1.334.274) 66.159 245.154 7.140.475 (241.561) (181.406) 10.750 (412.217) (421.962) 17.254.570

927.195 (5.000.000) (15.400.000) (4.357.294) (6.971.671) 746.361 130.032 22.625.578 (5.409.031)

Increase (decrease) in cash at bank and in hand Cash and cash equivalent at the beginning of the year Cash and cash equivalent at the end of the year Dividends received from the subsidiary companies Taxes paid in the period Interest paid in the period

21.135.007

1.319.227

1.325.217 22.460.224

5.990 1.325.217

5.015.312 659.384

8.301.814 3.901.375 3.879.507

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