2025 Annual Financial Report by Ferrovie dello Stato Italiane

Annual Financial Report

GROWING BY CREATING INDUSTRIAL AND SOCIAL VALUE (Translation from the Italian original which remains the definitive version)

2025 INTEGRATED REPORT

Annual Financial Report

GROWING BY CREATING INDUSTRIAL AND SOCIAL VALUE (Translation from the Italian original which remains the definitive version)

2025 INTEGRATED REPORT

4 2025 ANNUAL FINANCIAL REPORT 7 Chairman’s Letter 14 The Group in short

24 DIRECTORS’ REPORT 26 1. The relevant scenario 26 Macroeconomic environment 27 Performance of target markets 28 Traffic performance of major European railway 29 45 45 46 52 74 77 77 84 90 91 101 104 104 109 109 109 109 110 111 112 164 214 261 268 300 301

Table of contents

companies 2. Legislative and regulatory framework 3. Risk Management Risk Management Framework and Governance Risk Catalogue 4. Report on corporate governance and the ownership structure 5. Main events 6. The Group’s performance The Group’s financial position and performance Investments Research, development and innovation Performance of the Business Sectors Ferrovie dello Stato Italiane SpA’s financial position and performance 7. Other information Proceedings and litigation Disclosure relating to Article 2086 of the Italian Civil Code The Holding Company’s treasury shares Related-party transactions Other information 8. Outlook 9. Consolidated sustainability report General disclosures Environmental information Social information Governance information Appendix Certification of the Chief Executive Officer and the Officer in charge of Financial Reporting Independent auditor’s limited assurance report on the consolidated sustainability report

308 CONSOLIDATED FINANCIAL STATEMENTS OF THE FERROVIE DELLO STATO ITALIANE GROUP AT 31 DECEMBER 2025 310 1. Consolidated financial statements 310 Consolidated income statement 310 Consolidated statement of comprehensive income 311 Consolidated statement of financial position 312 Consolidated statement of changes in equity 314 Consolidated Statement of Cash Flows 316 2. Notes to the consolidated financial statements 395 3. Annexes 410 Certification of the Chief Executive Officer and the Officer in charge of Financial Reporting

411 Independent auditor’s report on the Consolidated Financial Statements

422 SEPARATE FINANCIAL STATEMENTS OF FERROVIE DELLO STATO ITALIANE SPA AT 31 DECEMBER 2025 424 1. Ferrovie dello Stato Italiane SpA’s financial statements

424 Income statement 424 Statement of comprehensive income 425 Statement of financial position 426 Statement of changes in equity 428 Statement of cash flows 429 2. Notes to the separate financial statements 478 3. Proposed allocation of the profit for the year of FS Italiane SpA

480 Certification of the Chief Executive Officer and the Officer in charge of Financial Reporting 481 Independent auditor’s report on the Separate Financial Statements 490 Report of the Board of Statutory Auditors

2025 ANNUAL FINANCIAL REPORT

FERROVIE DELLO STATO ITALIANE SPA: COMPANY OFFICERS Board of Directors Chairman

Tommaso Tanzilli

CEO and General Manager

Stefano Antonio Donnarumma

Directors

Caterina Belletti Pietro Bracco Tiziana De Luca Franco Fenoglio Loredana Ricciotti

Board of Statutory Auditors Chairwoman

Rosalba Cotroneo

Standing Statutory Auditors

Sergio Duca Marino Marrazza

Alternate Statutory Auditors

Letteria Dinaro Francesco Tulimieri

COURT OF AUDITORS’ MAGISTRATE APPOINTED TO AUDIT FERROVIE DELLO STATO ITALIANE SPA FOR THE 2025 FINANCIAL YEAR Piergiorgio Della Ventura

OFFICER IN CHARGE OF FINANCIAL REPORTING Fabio Paris

INDEPENDENT AUDITORS PricewaterhouseCoopers SpA

Ferrovie dello Stato Italiane Group

CHAIRMAN’S LETTER

The Chairman

Chairman’s Letter

Dear Shareholder, The results for 2025 are set against a macroeconomic backdrop marked by continued modest GDP growth (+0.5%), accompanied by a gradual easing of inflation (+1.5%), and a period of falling interest rates (from 3.15% at the end of 2024 to 2.15% in June 2025). Although this environment showed signs of stabilisation, it remained exposed to persistent geopolitical uncertainties, which subsequently worsened significantly in the first months of 2026. From an economic and financial perspective, the year 2025 saw a notable improvement in key indicators: revenues of Euro 17.3 billion (+4% compared to 2024), EBITDA of Euro 2.4 billion (+6%), EBIT of Euro 350 million (+2%), and a net profit of Euro 30 million, compared to a loss of Euro 208 million recorded in 2024. The figure for technical capital expenditure, which reached a record level of Euro 18.3 billion (+4% compared to 2024), reflects our commitment to implementing infrastructure investments that support the country’s current and future mobility needs, through the advancement of programs linked to the NRRP and major strategic projects, as well as the continued renewal of our fleet, and the development of integrated logistics platforms. The intensity of investment and the growth in operations were supported by financial management focused on balance and diversification of sources. The net financial position stood at Euro 12.8 billion (showing an improvement of Euro 0.7 billion compared to 2024), with extensive use of sustainable finance instruments. This positive performance received endorsement, as the ratings agencies’ assessments confirmed our financial strength. In March 2025, the Board of Directors approved the new Group Governance Model, which is based on five Business Units with their respective Lead Companies – RFI, ANAS, FS Logistix, FS International and Trenitalia –, and on a “vertical” management and coordination model designed to clarify the decision-making chain, and strengthen operational oversight of the various business areas. This two-tier structure reinforces the Holding Company’s role in strategic direction, and in overseeing implementation

Piazza della Croce Rossa, 1 - 00161 Roma Ferrovie dello Stato Italiane S.p.A. – Società con socio unico Sede legale: Piazza della Croce Rossa, 1 - 00161 Roma Cap. Soc. Euro 31.062.952.307,00 Iscritta al Registro delle Imprese di Roma Cod. Fisc. e P. Iva 06359501001 – R.E.A. 962805

Chairman’s Letter

and financial management while assigning the Lead Companies responsibility for the technical and operational coordination of the subsidiaries. In a context characterised by investments of exceptional magnitude and the execution of strategic works for the country, we have also strengthened our internal control and risk management systems, recognising that honesty and reputation are fundamental assets. In this perspective, we have updated the Internal Control Model for sustainability reporting, the procedure for managing inside information (Insider Dealing Regulation), and the related implementing code (Internal Dealing Code), as well as the update - formalised in January 2026 – concerning the Model governing the financial reporting control process for the entire FS Group (Model 262). After referring readers to the Annual Financial Report for a complete overview of the information pertaining to each Business Unit, we believe it is appropriate to highlight below certain key points. The Infrastructure – Railways Business Unit handles the design, construction, operation, and maintenance of rail transport infrastructure networks, both domestically and internationally, with the aim of maximising industrial synergies, including through support from EU and national programs. In 2025, technical capital expenditure reached Euro 12 billion, accounting for approximately 66% of the Group’s total. Among the main projects, progress continued on Large Works (in particular on the Third Giovi Pass, the Palermo-Catania-Messina route, the Naples-Bari line, and the Brescia-Verona-Vicenza-Padua HS/HC line); the implementation of the ERTMS safety system across the entire High-Speed network is nearly complete, and work continues on the plan to renovate stations. On the national rail network (16,881 km of track), an average of approximately 9,800 trains ran each day, covering a total of 375.2 million kilometres travelled. The network is accessible, under a regulated and supervised regime, to 42 authorised railway undertakings: 23 operating only in the freight sector, 12 only in passenger transport, and 7 authorised to operate in both segments. EBITDA stood at Euro 364 million (compared to Euro 86 million in 2024), and the net result returned to profit at Euro 114 million (-Euro 121 million in 2024). The Infrastructure – Roads Business Unit oversees the design, construction, operation and maintenance of the non-toll road and motorway network of national

Ferrovie dello Stato Italiane Group

importance (approximately 32,700 km, of which over 1,200 km are motorways), with a focus on safety, environmental sustainability, and the efficiency of transport. In 2025, technical capital expenditure reached Euro 3.7 billion, accounting for approximately 20% of the Group’s total, allocated both to developing new works, and to maintaining the existing infrastructure in good working order. In this context, work continued on upgrading the network, and carrying out total productive maintenance, with significant progress made on programmes to renew road surfaces and safety barriers. The main projects were carried out in Piedmont (State Road SS 337 Val Vigezzo), Lazio and Abruzzo (State Roads SS 260 Picente and SS 4 Via Salaria), Basilicata (State Road SS 95 di Brienza), Puglia (State Roads SS 172 dei Trulli, SS 7 Ter Salentina and SS 96 Barese) and Sardinia (State Road SS 131 Carlo Felice). EBITDA stood at Euro 166 million (+39%), whilst the net result, although remaining negative (-Euro 27 million), showed a significant improvement (compared to -Euro 200 million in 2024). The Transport – Passengers Business Unit comprises the companies within the FS Group that operate passenger transport services across the country. Technical capital expenditure stood at Euro 1.7 billion, primarily allocated to the ongoing renewal of the Trenitalia fleet (for regional transport, in particular, 103 trainsets were delivered, in line with the volumes recorded in 2024), as well as to the purchase of new buses (a total of 232 against 60 purchased in 2024). Rail transport recorded approximately 37.3 billion passenger-kilometres, broadly in line with 2024 (-0.8%). In particular, High-Speed rail recorded 16.5 billion passengerkilometres (-1.0%), against a virtually stable service level; Intercity train services confirmed a positive trend in demand (4.7 billion passenger-km, +1.2%) with a 2.3% increase in capacity, whilst regional transport stood at 16.1 billion passenger-km (1.2%), with a 2.1% decline in train-km. Despite increased investment in the network and the associated disruption to rail operations, the mitigation measures put in place have contributed to an improvement in punctuality for both medium- and long-haul services (Frecce trains +2.4 p.p., Intercity trains +2.6 p.p.) and regional transport services (+0.4 p.p.). We remain firmly committed to improving the punctuality and quality of the services we offer.

Chairman’s Letter

In local public road transport, volumes stood at approximately 1,085 million passenger-km, showing a slight decrease compared to 2024 (-1.0%), whilst the offering stood at approximately 67.1 million bus-km (-7.4%). EBITDA recorded a positive figure of Euro 1.6 billion, with a decrease of Euro 0.2 billion compared to 2024. Among the main reasons for this was the inclusion of FSE within the scope of consolidation until 5 August 2024, the increase in personnel costs (Euro 14 million) and other operating costs (Euro 79 million) related to the provision of services (tolls, maintenance, cleaning and other related services). The same reduction was also evident in net result (Euro 0.1 billion against Euro 0.3 billion in 2024). The Transport – International Passenger Business Unit is a significant evolution in the Group’s organisational model, which ensures greater visibility and accountability for a strategic area characterised by significant growth prospects. The Business Unit aims to strengthen the Group’s footprint in foreign markets, contributing to the development of integrated mobility in Europe through its main subsidiaries operating in Germany, France, Spain, Greece, the Netherlands and the United Kingdom.

Ferrovie dello Stato Italiane Group

In 2025, rail passenger volumes reached approximately 11.7 billion passengerkilometres, up by 2.1% compared to 2024, driven in particular by the strong growth of High-Speed rail (+10.4%), partly due to the resumption of the Milan–Paris service, and the launch of new international services. In local public road transport, our offering saw significant growth, with 853 million passenger-kilometres (+28.8%), and a sharp increase in services provided, particularly in the Netherlands thanks to the expansion of the network of Qbuzz. Technical capital expenditure stood at Euro 292 million, allocated to the development of rail and road transport services in the main European markets. During the year, 15 trains and over 500 road vehicles were delivered, confirming the Group’s strategy of growth and strengthening its international presence. EBITDA stood at Euro 221 million (+97% compared to 2024), whilst the net result, although remaining negative (-Euro 80 million), showed a significant recovery (the loss of Euro 176 million in 2024 was more than halved). The Transport – Freight Business Unit is committed to developing an integrated, multimodal service offering, strengthening the Group’s operations in the logistics sector at both national and international levels, including through FS Logistix and the main operating companies active in Europe. In 2025, traffic volumes stood at approximately 22 billion tonne-kilometres, down by 3.8% compared to 2024, against a contraction in supply (-5.1% in terms of train-kilometres), in a macroeconomic environment that remained weak. Despite this trend, operating revenues reached Euro 1.4 billion, up by 4% compared to 2024, driven in particular by the performance of the TX Logistik group and the recovery in Mercitalia Shunting & Terminal’s intermodal transport, partly due to higher loading factors, fewer cancellations, and tariff adjustments. EBITDA stood at Euro 105 million, up by 72% on the previous year, whilst the net result showed an improvement, although it remained negative (-Euro 96 million). Technical capital expenditure stood at Euro 322 million (up by 8% compared to 2024), allocated to fleet renewal and the maintenance of locomotives and wagons. The Business Unit is continuing its industrial consolidation programme as a whole, with the aim of enhancing the competitiveness of rail and intermodal transport within the European logistics system.

Chairman’s Letter

Thanks to the work of our administrative departments, we are providing all our stakeholders with an annual financial report that is particularly rich in information, data and indicators covering the three dimensions of sustainability (environmental, social and governance areas). In referring to its contents, we would highlight, in particular, that: - the decarbonisation process is continuing resolutely, with direct and indirect emissions amounting to approximately 1.87 million tonnes of CO₂ equivalent, down by 15% compared to 2024 and 27% compared to 2019; - resource efficiency is increasing, with water withdrawals amounting to 16 million cubic metres (-6% compared to 2024 and -21% compared to 2019), and a share of sorted and/or recovered waste amounting to 94.7% (+1.3 p.p. compared to 2024); - the strong focus on sustainable investment is confirmed, with more than Euro 12.5 billion in environmentally sustainable capital expenditure, accounting for 89% of the total (+0.7 p.p.); - our focus on our people remains central, with numerous initiatives aimed at ensuring safe working conditions, well-being, inclusion and recognition. Safety indicators are improving (the rate of recordable accidents has fallen by 0.9 p.p.), and the proportion of women in managerial roles is rising (33%, +0.7 p.p.) as is their share of the total workforce (22%, +0.5 p.p.); - the involvement of the supply chain is expanding, with 1,278 economic operators and partners (compared to 452 in 2024) covered by our ESG Rating system, which also provides them with useful guidance on improving their environmental, social and governance sustainability profiles. In conclusion, we would like to express our heartfelt thanks to our institutional stakeholders, whose constant support and collaboration are essential for the implementation of investment programmes, and the development of the country’s transport system. Special thanks go to our 96,841 employees, whose commitment, expertise and sense of responsibility form the foundation of our achievements and future prospects, as well as to the FS Group’s management for their strategic leadership and their ongoing drive for growth and innovation. We would also like to extend a warm welcome to the 8,515 new recruits who joined us in 2025, who are now members of a major industrial group,

Ferrovie dello Stato Italiane Group

thus contributing fresh energy and expertise to the FS Group’s path to growth and innovation. In an international environment marked by growing uncertainties, we shall continue along the path set out in the Group’s Strategic Plan with determination and a sense of responsibility, ensuring the FS Group’s contribution to the development of mobility and the sustainable growth of the country, with a view to creating long-term value and in the knowledge that we continue to represent a driving force for development and cohesion for the country, just as the FS Group has always been throughout the 120 years since its foundation. The Chairman Tommaso Tanzilli

Chairman’s Letter

THE GROUP IN SHORT The Ferrovie dello Stato Italiane Group’s integrated annual report This FS Group’s Integrated Annual Report consists of the Annual Financial Report, which includes the consolidated and separate financial statements of Ferrovie dello Stato Italiane SpA (“FS Italiane SpA”) and the directors’ report, which meets the provisions of the Italian Civil Code and complies with the regulations of Legislative Decree no. 125 of 6 September 2024, which implements Directive (EU) no. 2464 of 14 December 2022 as regards corporate sustainability reporting (Corporate Sustainability Reporting Directive, CSRD). The Directors’ Report also includes the Report on corporate governance and ownership structure. It should be noted that, as permitted by Article 9.1, paragraph 119, of the Annex to Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023, supplementing Directive 2013/34/EU of the European Parliament and of the Council as regards sustainability reporting standards, certain information required by the CSRD is included in the “Consolidated Sustainability Report” section by reference to other specific paragraphs of the Directors’ Report, in accordance with the criteria set forth in paragraph 120 of the same Annex below.

Ferrovie dello Stato Italiane Group

Disclaimer This document and, in particular, the sections “Consolidated Sustainability Report” and “Outlook”, contain forward-looking statements based on current expectations and projections of future events. By their very nature, these statements present inherent risks and uncertainties. They refer to events and depend on circumstances that might, or might not, occur or arise in the future and, as such, cannot be fully relied upon. Actual results may differ, even significantly, from the data in these statements due to myriad factors, including, but not limited to, the geopolitical turmoil, volatile and deteriorating capital and financial markets, changes in raw material and energy prices, changes in macroeconomic conditions and economic growth and other changes in business conditions, climate change, changes in legislation and the institutional context (both in Italy and abroad), difficulties in carrying out production and providing services, including restrictions to the use of the infrastructural railway/road network, the use of plants and supplies and many other risks and uncertainties, most of which are exogenous to the Group.

Key and glossary Non-GAAP performance indicators Below is a description of the criteria used to determine the non-GAAP performance indicators used in this report, as well as of the criteria applied to the IFRS financial statements, useful in monitoring the Group’s economic and financial performance. EBITDA (or Gross operating profit): is an indicator of operating performance, and is attributable only to core business operations. It is calculated as the difference between revenue and operating costs. EBIT (or Operating profit): is an indicator of operating performance, and is calculated as the sum of gross operating profit, depreciation, impairment losses (impairment gains) and provisions. Gross operating profit margin: profitability percentage indicator calculated as the ratio of gross operating profit to revenue. Operating profit margin – ROS (return on sales): sales profitability indicator calculated as the ratio of operating profit to revenue. Net operating working capital: the sum of inventories, contract assets, current and non-current trade receivables and current and non-current trade payables. Other assets, net: the sum of assets and advances from the Ministry of Economy and Finance (MEF) for grants, other current and non-current assets and other current and non-current liabilities. Working capital: the sum of net operating working capital and other assets, net. Net non-current assets: the sum of property, plant and equipment, investment property, intangible assets and equity investments. Other provisions: the sum of post-employment benefits and other employee benefits, the provision for litigation with employees and third parties, the provisions for sundry risks, deferred tax liabilities and deferred tax assets. Net invested capital (NIC): the sum of working capital, net non-current assets, other provisions and net assets held for sale. Net financial position (debt) (NFP/NFD): the sum between current financial liabilities, non-current financial liabilities, and related derivatives, net of cash and cash equivalents, other current financial assets, other noncurrent financial assets and concession assets, less of contract advances. Net financial debt: is determined in accordance with ESMA guidance no. 39 issued on 4 March 2021, as the sum between current financial liabilities, non-current financial liabilities, and related derivatives, net of cash and cash equivalents, other current financial assets, and concession assets, less of contract advances. Current net financial debt consists of the current portion of net financial debt, and non-current net financial debt

consists of the non-current portion of net financial debt. Equity (E): the sum of share capital, reserves, retained earnings (losses carried forward) and the profit (loss) for the year. Debt/equity ratio: the ratio between net financial debt and equity. Technical capital expenditure: this indicator reflects the trend in Group investments of the year and includes the Group’s investment programmes/projects (including investments via leases or special purpose vehicles) to support business development. These programmes/ projects consist of investments in property, plant and equipment, concessions and other intangible assets, excluding financial investments (i.e., those relating to equity investment transactions). Specifically, the indicator is calculated as the algebraic sum of investments of the year/in progress in: i) property, plant and equipment, ii) intangible assets; iii) investment property; iv) change in concession work; v) trading property, net of asset acquisitions between Group companies. Sustainability glossary The following terms are frequently used in relation to the Consolidated Sustainability Report. Climate change adaptation: the process of adjustment to actual and expected climate change and its impacts. Aligned activity/environmentally sustainable activity: an economic activity that is aligned with the taxonomy, i.e., that meets the requirements of article 3 of Regulation (EU) 852/2020. Enabling activity: an economic activity that directly enables other activities to make a substantial contribution to an environmental objective; Transitional activity: an aligned economic activity for which there is no technologically and economically feasible low-carbon alternative but that nevertheless has greenhouse gas emission levels that correspond to the best performance in the sector or industry, does not hamper the development and deployment of low-carbon alternatives and does not lead to a lock-in of carbonintensive assets. Eligible activity: an economic activity described in the delegated acts adopted pursuant to article 10 of Regulation (EU) 852/2020, irrespective of whether such economic activity meets one or all of the technical screening criteria in the applicable delegated acts. Capital expenditure KPI (proportion of CapEx): the proportion of an economic activity’s CapEx which is taxonomy aligned. CSRD – Corporate Sustainability Reporting Directive: Directive (EU) 2022/2464 as regards corporate sustainability reporting implemented in Italy through Legislative Decree no. 125 of 6 September 2024. Double materiality assessment (DMA): process by which the company identifies any relevant impacts, The Group in short

risks and opportunities associated with sustainability issues. Double materiality has two dimensions: impact materiality and financial materiality. A sustainability issue meets the criterion of double materiality if it is relevant from an impact perspective, from a financial perspective, or from both perspectives. Do Not Significant Harm (DNSH): the principle of not doing any significant harm to any of the environmental objectives and targets. Circular economy: an economic system in which the value of products, materials and other resources in the economy is maintained for as long as possible by improving the efficiency of use in production and consumption so as to decrease environmental impact and minimise waste and the release of hazardous substances at all stages of the life cycle, including through the application of the waste hierarchy. Financial effects: effects of sustainability-related risks and opportunities which affect the company’s financial position, results of operations and cash flows in the short-, medium- or long-term. Expected financial effects: financial effects that do not meet the criteria to be shown in the financial statement items in the reporting period and are not part of the current financial effects. Current financial effects: financial effects for the current reporting period recognised in the main documents of the financial statements. European Financial Reporting Advisory Group (EFRAG)): a technical, non-political body that deals with accounting standards at the international level. Scope 1 Greenhouse Gas (GHG) Emissions: direct GHG emissions from sources that are owned or controlled by the company. Scope 2 Greenhouse Gas (GHG) emissions: indirect emissions from the generation of electricity, steam, heat or cooling, purchased or acquired, which the company consumes. Scope 3 Greenhouse Gas (GHG) emissions: all indirect GHG emissions (not falling within Scope 2 GHG emissions) generated in the value chain of the reporting company, including upstream and downstream emissions. They can be divided into Scope 3 categories. Entity-specific disclosures: sustainability issues not listed within the thematic European Sustainability Reporting Standards (ESRS) but identified as “specific” based on the context analysis performed as part of the “double materiality” process; in addition to the disclosure requirements laid down in the three categories of ESRS, when a company concludes that an impact, risk or opportunity is not covered, or not covered with sufficient granularity, by an ESRS but is material due

to its specific facts and circumstances, it shall provide additional entity-specific disclosures to enable users to understand the company’s sustainability-related impacts, risks or opportunities. European Sustainability Reporting Standards (ESRS): reporting standards related to sustainability information and used by undertakings subject to the CSRD. Own workforce/own workers: the group of people who are in an employment relationship with the company (“employees”) and non-employees, who are either people with contracts with the company to supply labour (“self-employed people”), or people provided by companies primarily engaged in “employment activities” (NACE Code N78). Greenhouse Gases (GHGs): the gases listed in Part 2 of Annex V to Regulation (EU) 2018/1999 of the European Parliament and of the Council1, including carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), sulphur hexafluoride (SF6), nitrogen trifluoride (NF3), hydrofluorocarbons (HFCs) and perfluorocarbons (PFCs). Sustainability-related impacts: effects that the company has or could have on the environment and people, including effects on human rights, connected with its own operations or business relationships. Impacts can be actual or potential, negative or positive, short-, medium- or long-term, intended or unintended, reversible or irreversible. Impacts indicate the company’s contribution, negative or positive, to sustainable development. Intergovernmental Panel on Climate Change (IPCC): the Intergovernmental Panel on Climate Change is the scientific forum formed in 1988 by two United Nations bodies, the World Meteorological Organization (WMO) and the United Nations Environment Programme (UNEP) for the purpose of studying global warming. Environmentally sustainable investment: an investment in one or several economic activities that qualify as environmentally sustainable under Regulation (EU) 2020/852. IROs: Impacts, Risks and Opportunities. Worker in the value chain: an individual performing work in the value chain of the company, regardless of the existence or nature of any contractual relationship with the company. For the purposes of ESRS, workers in the value chain include all workers in the company’s upstream and downstream value chain who are or can be materially impacted by the company, including impacts related to the company’s own operations and value chain, including through its products or services, as well as through its business relationships. This includes

1. Regulation (EU) 2018/1999 of the European Parliament and of the Council of 11 December 2018 on the Governance of the Energy Union and Climate Action, amending Regulations (EC) No 663/2009 and (EC) No 715/2009 of the European Parliament and of the Council, Directives 94/22/EC, 98/70/EC, 2009/31/EC, 2009/73/EC, 2010/31/EU, 2012/27/EU and 2013/30/EU of the European Parliament and of the Council, Council Directives 2009/119/ EC and (EU) 2015/652 and repealing Regulation (EU) No 525/2013 of the European Parliament and of the Council (OJEU L 328, 21.12.2018, page 1).

Ferrovie dello Stato Italiane Group

all workers who are not included in the scope of the company’s own workforce (“own workforce” includes both those who are in an employment relationship with the company, i.e., employees, and non-employee workers, who are either individual contractors supplying labour to the company, i.e., “self-employed workers,” or workers provided by companies primarily engaged in employment activities under NACE Code N78). Non-employee workers: non-employee workers in a company’s own workforce include both individual contractors supplying labour to the company (“selfemployed workers”) and workers provided by companies primarily engaged in “employment activities” (NACE Code N78). Child labour: work that deprives children of their childhood, their potential and their dignity, and that is harmful to physical and mental development. It refers to work that: i. is mentally, physically, socially or morally dangerous and harmful to children; and/or ii. interferes with their schooling by depriving them of the opportunity to attend school; obliging them to leave school prematurely; or requiring them to attempt to combine school attendance with excessively long and heavy work. A “child” refers to a person under the age of 18 years. Whether or not particular forms of work can be defined as “child labour” depends on the age of the child, the type and hours of work performed, and the conditions under which it is performed. The answer varies from country to country and from industry to industry. According to ILO Minimum Age Convention No. 138, the minimum age for admission to employment or work shall not be less than the age of completion of compulsory schooling, and, in any case, shall not be less than 15 years. Metrics: qualitative and quantitative indicators that the company uses to measure and communicate the effectiveness of the implementation of its sustainability policies, including against its goals over time. Metrics are also used to measure the company’s performance with respect to its stakeholders, the environment and the business. Climate change mitigation: the process of holding the increase in the global average temperature to well below 2°C and pursuing efforts to limit it to 1.5°C above pre-industrial levels, as laid down in the Paris Agreement. Harassment: a situation in which unwanted conduct related to a ground that is the subject of protection against discrimination (for example, gender under Directive 2006/54/EC of the European Parliament and of the Council2, or religion or belief, disability, age

or sexual orientation under Directive 2000/78/EC of the Council3) is adopted with the purpose and effect of violating the dignity of a person and/or creating an intimidating, hostile, degrading, humiliating or offensive environment. Next Generation EU (NGEU): a program that includes the tools to support the Member States of the European Union. Economic operator: a person or entity, including non-profit, which, regardless of legal form and public or private nature, can offer its services in the market under national law. Operating expenditure KPI (proportion of OpEx): the proportion of an economic activity’s OpEx which is taxonomy aligned. Sustainability-related opportunities: environmental, social, or governance events or conditions of an uncertain nature that, if they were to occur, could have a material positive effect on the company’s strategy or business model, or on its ability to achieve its goals and create value, and consequently could influence the company’s decisions and those of the partners with whom it does business regarding sustainability issues. Like any other opportunity, sustainability-related opportunities are measured as a combination of the magnitude of the impact and the probability of its occurrence. Representative Concentration Pathways (RCPs): climate scenarios expressed in terms of greenhouse gas concentrations rather than emission levels. The number associated with each RCP refers to the Radiative Forcing (RF) expressed in units of Watts per square meter (W/ m2) and indicates the magnitude of anthropogenic climate change by 2100 compared to the pre-industrial period. AR: application requirement. Sustainability-related risks: environmental, social, or governance events or conditions, uncertain in nature, which, if they were to occur, could have a material adverse effect on the company’s strategy or business model, or on its ability to achieve its objectives and create value, and consequently could affect the company’s decisions and those of the partners with whom it does business regarding sustainability issues. Like any other risk, sustainability risks are a combination of the magnitude of the impact and the probability of its occurrence. Safety: refers to the set of measures taken to protect people and property from accidents, diseases and natural disasters. For example, prevention of occupational accidents, protection against natural disasters, and management of risks related to

2. Directive 2006/54/EC of the European Parliament and of the Council of 5 July 2006 on the implementation of the principle of equal opportunities and equal treatment of men and women in matters of employment and occupation (OJEU L 204 of 26.7.2006, page 23). 3. Council Directive 2000/78/EC of 27 November 2000 establishing a general framework for equal treatment in employment and occupation (OJEU L 303 of 2.12.2000, page 16).

The Group in short

ergonomics and postures fall within the sphere of safety. Security: it covers measures taken to prevent intentional acts and protect people and property from the consequences of such acts. This includes the prevention of theft, assault, sabotage and arson. Security thus focuses on preventing and countering deliberate acts that have the intent to harm. Sustainable Development Goals (SDGs): set of goals that take into balanced consideration the three dimensions of sustainable development (economic, social, and ecological) and aim to end poverty, combat inequality, address climate change, and build peaceful societies that respect human rights. Stakeholder engagement: the process of continuous interaction and dialogue between the company and its stakeholders that enables the former to listen, understand and respond to the interests and concerns expressed by the latter. Sustainability matters: the themes by which sustainability issues applicable to the Group’s reporting segments are structured. Topic, Sub-topic and Sub-sub-topic: by which sustainability issues are structured under the ESRS. Turnover KPI (proportion of turnover): the proportion of turnover from products or services associated with taxonomy-aligned economic activities. Turnover and CapEx associated with aligned activities financed with bonds or debt instruments (Adjusted KPI): the proportion of revenue and capital expenditure related to taxonomy-aligned activities financed with bonds or debt instruments, respectively. Terms and acronyms of recurrent use The following terms are frequently used in this Integrated Annual report in relation to the company’s operations. Computerised interlocking system: electronic management system for control and signalling and station safety. ARIS (all-relay interlocking system): this centralised system has one single button to control routes and routing and automatically shunts each individual body affected by the route. TRA: Transport Regulatory Authority. ATC (automatic train control): this system automatically controls the train’s speed. It is the technological and functional evolution of the ATP (Automatic Train Protection). ATC systems consist of conventional and innovative signalling systems and can be based on continuous signal repetition (CSR) or continuous digital signal repetition (CDSR). HS/HC (High Speed/High Capacity): this is the system of lines and means specifically developed for high-speed transport and the consequent high-capacity transport. GPC (Government Programme Contract) with RFI or Anas: this is a long-term contract between the 18

Ferrovie dello Stato Italiane Group

Ministry of Infrastructure and Transport (“MIT”) and RFI or Anas, defining investment projects and other terms and conditions, such as network maintenance, to encourage the development of the railway system. PSC (Public Service Contracts): these are contracts between the MIT/Ministry of Economy and Finance (“MEF”) and Trenitalia SpA whereby the former reimburses the latter for the cost of public passenger transport services that could not otherwise sufficiently self-fund. CER: Community of European Railway and Infrastructure Companies. ICEPSD: Interministerial Committee for Economic Planning and Sustainable Development. FEES: Fund for Energy and Environmental Services. Main line: this is a particularly important series of railway lines in terms of traffic volumes and the transport role that it plays, as it joins major network centres or hubs. ERA (European Railway Agency): agency establishing the mandatory requirements for European railways and builders in the form of technical interoperability specifications applicable to the European railway system. The ERA sets common safety targets, along with the related methods and common safety indicators, in compliance with Directive no. 2004/49/EC, as amended. ERTMS (European Rail Traffic Management System): this is the system that integrates the various railway networks in the EU from a functional and operational standpoint and provides for the European Train Control System. ETCS (European Train Control System): this is the overall network of the various national ATC. FS or FSI or FS Italiane: Ferrovie dello Stato Italiane SpA. FSE: Ferrovie del Sud-Est e Servizi Automobilistici Srl. FSSU: FS Sistemi Urbani SpA. DMI: Detected Mobility Index. MEF: Ministry of Economy and Finance. MIR: Mercitalia Rail Srl. MIT: Ministry of Infrastructure and Transport. MINT: Ministry of the Interior. Hub: a railway area that generally coincides with major metropolitan destinations presenting highly dense and relatively complex medium-size to large stations and other railway systems that are interconnected by various lines, built to manage various traffic flows and alternative routes, or service loops. Doubling: this is the transformation of a single track to a double track. RFI: Rete Ferroviaria Italiana SpA. CCS/CTC (Command and control system/large network central traffic control system): this regulates traffic on the main lines and hubs, outperforming traditional centralised traffic control systems. ICRMS: the internal control and risk management system. TSCS (Train speed control system): this is the first

functional stage of the ATC system for constant control over train speed, making it possible to activate the emergency brakes if the train exceeds the maximum speed allowed on the line or if it proceeds past stop signals. TIS: technical interoperability specifications. HCT: High-Capacity Trains. TELT: Tunnel Euralpin Lyon Turin SAS. TERALP: Terminal Alp Transit Srl. Terminal: this is the intermodal transport infrastructure for the transfer of large load units between carriers, with or without warehouses of modest size. Tonne-km: this is the product of tonnes transported multiplied by kilometres travelled. It is, therefore, the sum of the kilometres effectively travelled by the tonnes transported over a given period of time. It is the commercial performance indicator for freight transport. LPT: local public transport. Combined transport: this is intermodal transport mainly carried out by rail, river or sea, when the initial and

terminal journeys are by road. Combined transport uses specific carriages and coded lines for the sections by rail. Intermodal transport: this is transport using two or more modes of transport (road, rail, sea or river) with the transfer of load units from one mode to another without breaking up the load, i.e., using a roadway vehicle or intermodal transport unit (containers, swap bodies and semitrailers). Train-km (tkm): this is the number of train events per kilometre travelled. It is, therefore, the sum of kilometres travelled by all trains over a given period of time. It is the performance indicator for the railway network operator’s production. Passenger-km (pkm): this is the number of passengers multiplied by kilometres travelled. It therefore reflects the sum of kilometres effectively travelled by all transport service passengers over a given period of time (pkm). It is the commercial performance indicator for passenger transport.

The Group in short

1905

1927

THE FUTURE IS FOUNDED ON HISTORY Azienda Unitaria delle Ferrovie dello Stato is established on 1 July 1905, based on the unification of: stations and a consistent style of carriages. The railway system is designed and built in accordance with one, unified national criterion.

1999

2005

2008

2009

The Company is The new HS Romedivided into business Naples line is segments, which will completed and is lead to the creation the first to adopt the of Ferrovie dello innovative ERTMS/ Stato group in the ETCS. Engineers new millennium. arrive from around the world, including Japan, the US, China and Russia to study the system, which boasts safe, quite railway transport at 300 km/h.

Ferrovie dello Stato group opens the HS line connecting Milan and Bologna. The works include an extraordinary suspension bridge over the Po River. Trains running on the new line set another record for Italian speed: 362 km/h.

The BolognaFlorence line, almost entirely in tunnels, and the Novara-Milan line are opened. The HS line from Turin to Salerno is completed. These lines add 1,000 km of HS rail to the country, changing Italians’ way of life and how they get around.

Ferrovie dello Stato Italiane Group

Together with the Naples Margellina station, the RomeNaples express line is inaugurated. It is the first line of its kind, designed for highspeed trains.

2015

Frecciarossa 1000 sets a new high speed record: 390.7 Km/h.

1936

1953

The first Italian electric train is built: the ETR 200, paving the way for high-speed transport.

The ETR 300 arrives on the Rome-Milan line, and is immediately renamed the Settebello, after its seven carriages. Its innovative shape is emblematic of the reconstruction period and Italian design.

The first electric tilting train is built: the ETR 401, commonly known as the Pendolino. Designed by Ferrovie dello Stato and Fiat Ferroviaria to reach speeds of up to 250 km/h, the Pendolino is a milestone in the path towards Italy’s HS rails.

2018

2020

2021

2024

2025

Despite the Under the NRRP, the Covid-19, the FS FS Italiane group Italiane group drives plays a key role in the country with the transformation calls for railway and and development road tenders worth of Italy with over €21 billion over €25 billion (over 45% of the assigned to the country’s contracts). group companies as implementing bodies, equal to more than 11% of the NRRP funds.

By its new strategic plan, the FS group aims at strengthening the rail and road network resilience, improving the service quality, supporting the completion of the infrastructure and fostering an increasingly sustainable mobility.

A new record year for the FS Group: with €18 billion in investments, it reaffirms its role as a driving force for the national economy, helped by having met all the European NRRP milestones.

Anas SpA enters the FS Italiane Group starting from 18 January 2018 after the contribution of the entire equity investment in Anas from MEF to FS SpA.

1976

1989

1992

On the direct Rome- Ferrovie dello Stato Florence express becomes a company line, the ETR X 500 limited by shares. reaches speeds of 317 Km/h, setting Ferrovie dello Stato’s official record. The ETR Y 500 breaks the record soon after when it hits 321 km/h.

The Group in short

Consolidated results EBITDA Margin

13.7

2025

EBIT Margin

Personnel Expense/Operating Profit

35.5%

2025

2024

Employees 96,841

96,335

2025

2024

13.6%

2024

2.0%

2.1%

2025

2024

millions of euros

Financial highlights

2025

2024

Change

Revenue

17,254

16,529

725

4.4

Gross operating profit (EBITDA)

2,372

2,242

131

5.8

Operating profit (loss) (EBIT)

350

343

2.1

Profit (loss) for the year

(208)

238

114.6

31 December 2025

31 December 2024

Change

Net invested capital (NIC)

54,631

55,286

(655)

(1.2)

Equity (E)

41,798

41,752

0.1

Net financial debt (NFD)

12,833

13,534

(701)

(5.2)

Technical capital expenditure

18,269

17,559

710

4.0

760

(1,134)

1,894

167.0

Total cash flow generated/(used) in the year

Sustainability highlights GHG emissions (GES) – Scopes 1 and 2 Water withdrawals Recyclable/recovered waste Business operators/suppliers enrolled in ESG assessment campaign CapEx KPIs – Environmentally sustainable investments

Ferrovie dello Stato Italiane Group

Measurement unit

2025

2024

Change

millions of tCO2e

1.87

2.20

(0.33)

millions of m

(1)

94.7

93.4

1.3 p.p.

number

1,278

452

826

88.3

0.7 p.p.

The Group in short

DIRECTORS’ REPORT

1. THE RELEVANT SCENARIO MACROECONOMIC ENVIRONMENT During 2025, the international macroeconomic environment saw moderate global growth that gradually slowed down4; however, against the backdrop of continuing international tensions - set to intensify in early 2026 due to new military developments between the United States and Iran –, global economy held up better overall than initially expected, with world inflation remaining at historically low levels. International trade relations remained tense, but the United States’ relations with Europe and China showed signs of gradual stabilisation thanks to bilateral agreements, and a strategic realignment in trade, which helped mitigate the adverse effects of the widespread increase in tariffs on global trade initiated by the new U.S. administration. At the same time, the gradual fading away of the temporary factors that had supported economy in the first half of the year – specifically, companies’ advance purchases and sales in anticipation of the introduction of tariffs - contributed to a slowdown in global GDP growth in the second half of the current year. The unfavourable outlook for global trade is confirmed by the trend in the global composite Purchasing Managers’ Index (PMI): the component relating to new export orders, which serves as a key indicator of global demand, remained consistently below the expansion threshold throughout the year, signalling a decline in both the manufacturing and services sectors. In this context, the economies of major countries showed slightly stronger momentum than expected, albeit with varying trends: in the United States, growth was supported by still-solid domestic demand, fuelled as it was by household consumption and AI-related investments. Especially in China, the economy benefited from the contribution given by the manufacturing sector and targeted support policies, despite structural weaknesses that continue to weigh on the medium-term outlook; the Eurozone’s economy remained weaker, but with signs of resilience in some countries and sectors, particularly industrial production in Germany, and household spending in Spain and France. On the consumer price front5, inflation in the Eurozone remained close to the 2% target set by the ECB. In the United States, however, inflation began to rise again in the second half of the year, partly due to the application of new trade measures and the depreciation of the dollar. However, given the persistent weakness of the labour market, the Federal Reserve initiated a phase of monetary policy easing, proceeding in December with its third interest

rate cut, thereby showing a preference for supporting full employment over the risks of inflationary pressures. Prices for fossil fuels, particularly oil and gas, showed generally a downward trend, which the Iran-Israel conflict in June 2025 altered only temporarily and to a negligible extent. Specifically, at the end of December, crude oil (Brent) was trading at just over $60/barrel while the price of gas stood at around €28/mWh6. In light of this scenario, Prometeia estimates that growth in global GDP stood at +3.1% in 2025 compared to 2024 while world trade showed an increase of 3.7%. Growth projections for 2026 suggest a slight decline in the global GDP growth rate (+2.7%), and a more significant slowdown in global trade growth (+2.1%); however, recent tensions that began on 28 February 2026, with joint attacks by the United States and Israel against Iran, have heightened geopolitical uncertainties. Against the backdrop of the complex global scenario, the Italian economy in 2025 benefited from relative political stability, ensured by a cohesive parliamentary majority, and from prudent management of public finances. This institutional context helped bolster financial market confidence, facilitating the placement of Government bonds, with a significant narrowing of the spread compared to the German Bund, which fell to levels not seen on a sustained basis since before the 2008 financial crisis. Against this backdrop, economic conditions remained moderately positive: GDP growth, at +0.6%7, averted a creeping recession, and was driven primarily by domestic demand, particularly by investments linked to the implementation of the NRRP, but also by the gradual recovery of household consumption, supported by the rebound in labour income and employment, and by a further decline in inflation. Added to this was the contribution given by exports, although likely temporary, as it was largely attributable to front-loading behaviour - a defensive strategy through which companies sought to protect themselves from uncertainty regarding U.S. tariffs. The slowdown in industrial production in the final stretch of the year points to a cyclical weakening of trade; at the same time, the residential construction sector showed persistent signs of weakness, largely attributable to a return to normalcy in the sector following the expiry of the incentives. Italy ended 2025 with a GDP growth of 0.5% compared to the previous year while the consumer price index for the entire national community saw growth of 1.5% compared to 2024.

4. Source: Prometeia macroeconomic data, December 2025. 5. In December 2025 the index of consumer prices (ICP) for the Eurozone was 2.0% on an annual basis, and the corresponding ICP for the US was 2.7% on an annual basis. 6. Values refer to the reference natural gas price for European markets (Title Transfer Facility, TTF). 7. Source: Prometeia, December 2025.

Ferrovie dello Stato Italiane Group

PERFORMANCE OF TARGET MARKETS The year 2025 marked a period of consolidation and stabilisation in passenger mobility demand. In particular, an analysis of results8, as aggregated on national scale, shows that the “mobile” population stands at approximately 36 million people, and that each traveller makes an average of 2.5 trips per day. The latest Isfort report on the mobility of Italians9 showed that the full recovery of travel was accompanied by a reduction in distances travelled, favouring the growth of soft and collective mobility, especially where infrastructure and services are more developed. In this scenario, car ownership continues to be a structural feature of the national mobility model; in particular, the data show that the number of cars on the road has reached 41 million, with a motorisation rate that has exceeded the threshold of 70 cars per 100 inhabitants for the first time10. In the road segment, the automatic statistical traffic detection device of the “PANAMA” system, operated by Anas (the management company of the Italian road and motorway network), recorded a trend in the IMR (Detected Mobility Index) which was essentially in line with 2024 for total vehicles (+0.3%) while heavy vehicles saw an increase of 1.8% compared to the previous year. With regard to airline passengers, based on data from Eurocontrol11, in 2025 total flights on the European

network were 11.1 million, up by 4% on 2024 and exceeding 2019 traffic levels. On average, the network handled over 30,000 flights per day, up from 29,000 in the previous year, with traffic growth in nearly all countries, particularly in Italy and Spain (+4% compared to 2024). Passengers carried in Italy in 202512 were about 230 million, up by 5% on 2024, with more than two thirds on the international segment. The cargo sector, too, recorded significant performances: in 2025, 1.23 million tons were transported, with a 2.4%13 increase compared to 2024. As for goods transported by sea, according to the latest BIMCO estimates14, global container traffic volumes grew by between +3.5% and +4.5% in 2025, driven primarily by Asia, Europe, and the Mediterranean region. In contrast, North America saw a decline in imports as a result of the introduction of new U.S. tariffs. The overall scene remains fragile, however, with the possible return to Suez Canal routes as the main factor in rebalancing the market in the near future. As for the cruise industry, the number of passengers handled in Italian ports reached 15.3 million in 2025, showing an increase of 7.5% compared to 2024. This result was driven by more than 5,400 ship calls, thus enabling the Italian port system to set a new all-time record15.

8. Source: data from the FS Research Centre of the FS Group. 9. Isfort, 22nd Report on the mobility of Italians, December 2025. 10. An international comparison highlights the unique nature of the Italian situation: the national car motorisation rate is about 12 points higher than the EU-27 average, and more than 10 points higher than in France and Germany. The gap is even wider compared to Spain, the Netherlands, and Sweden, where the difference exceeds 20 points. 11. Eurocontrol, European Aviation Overview, January 2025. 12. Source: Assaeroporti. 13. Change excluding postal services. The overall change is +1.7% compared to 2024, with 1.27 million tons transported. 14. Baltic and International Maritime Council, “Container Shipping Market Overview & Outlook”, December 2025. 15. Source: Risposte Turismo, a research and consulting firm specialising in the tourism industry.

Directors‘ report

TRAFFIC PERFORMANCE OF MAJOR EUROPEAN RAILWAY COMPANIES On 5 November 2025, the European Commission presented a comprehensive plan16 aimed at accelerating the development of high-speed rail in the European Union, with the goal of significantly reducing travel times for passengers. The initiative, which is based on the Trans-European Transport Network (TEN-T), aligns with the EU’s strategic priorities, supporting both the path towards climate neutrality by 2050, and the strengthening of Europe’s global competitiveness. The plan aims to halve, where possible, the current duration of rail connections by reducing travel times between numerous European capitals and major cities17. These objectives will be pursued by accelerating infrastructure investment, supported by a financing strategy promoted by the European Union, aimed at effectively coordinating public resources and private capital. At the same time, binding deadlines will be set for the elimination of major cross-border bottlenecks, and the European governance will be strengthened, in order to improve coordination in capacity management, harmonisation of rules, and the monitoring of the implementation of planned measures.

According to provisional data released by the Union Internationale des Chemins de Fer (UIC, International Union of Railways), in the first nine months of 2025, passenger traffic volumes in the EU area showed growth of 2% on the same period of 2024. Among the railway operators that posted the strongest performance were Comboios de Portugal, PKP, Deutsche Bahn, and SNCF, which, at the end of the first nine months of 2025, recorded growth in passenger-km volumes transported of +29%, +10.6%, +2.2% and +1.9%, respectively, on the same period of 2024. As for freight traffic, based on the last update released by the UIC for January to September 2025, tonne-km transported in Europe showed a decline of 20.2% on the same period of 2024. The negative performance can be attributed to the weak macroeconomic environment, geopolitical tensions, and the effects of the new U.S. administration’s tariff policies. The worst performers were Deutsche Bahn in Germany (-15.7%), PKP in Poland (-12.8%), and the Swiss freight operator SBB (-7.1%).

16. “Connecting Europe through High-Speed Rail”, European Commission, Brussels, November 2025. 17. Specifically, the following examples of improvements over the next decade are listed: Copenhagen–Berlin: reduction from 7 hours to 4 hours; Paris–Rome: reduction from 10 hours and 50 minutes to 8 hours and 45 minutes; Sofia–Athens: reduction from 13 hours and 40 minutes to 6 hours; Vienna–Ljubljana: reduction from 6 hours and 5 minutes to 4 hours and 30 minutes.

Ferrovie dello Stato Italiane Group

2. LEGISLATIVE AND REGULATORY FRAMEWORK Infrastructure – Railways Business Unit RFI, for the effects deriving from the Concession Deed signed in 2000 between the MIT and FS (Minister of Transport and Navigation’s Decree no. 138-T of 31 October 2000), operates, on an exclusive basis, as the Sole Manager of the national railway infrastructure for a term of sixty years, and is therefore obliged to implement the plans defined with the Government regarding investments for infrastructure development and network maintenance. The scheme entrusted with regulating the economic and financial issues of the concession relationship is the Programme Contract, as provided for in Legislative Decree no. 112 of 15 July 2015, which transposed Directive 2012/34/EU, as amended. Government Programme Contract – Investments (GPC-I) is aimed at regulating the sustainable planning of infrastructure investments related to safety and compliance with legal obligations, technologies for circulation and efficiency improvement, interventions to increase the performance of existing lines, and interventions for the construction of new railway works to modernise and develop the network. The GPC-I 2022-2026, which followed the new procedure provided for in Decree Law no. 152/2021, was approved by ICEPSD by resolution no. 25 published in the Official Gazette on 9 November 2022, and concluded its authorisation process with the signing between the MIT and RFI on 20 December 2022. The process for the 2025 Update of the GPC-I is currently underway. Government Programme Contract – Services (GPC-S) governs the financing of routine and non-routine maintenance of the network, aimed at ensuring the usability of the network under conditions of safety and reliability, as well as the financing of other operating charges related to railway operations (traffic, safety, security, rail navigation) and assistance services to Passengers with Reduced Mobility (PRM). The GPC-S 2022-2026 was approved by the ICEPSD by resolution no. 24 published in the Official Gazette on 9 November 2022, and concluded its authorisation process with the signing between the MIT and RFI in December 2022. The 2025 Update of the GPC-S, signed on 26 June 2025, provides for the formalisation of contracts for the new funds allocated by the Budget Act for the years 2025 and 2026, amounting to €1.6 billion for non-routine maintenance, and €475 million for the maintenance and operation of the national railway infrastructure. Consequently, the Update provides for an adjustment to the budgeted amount for network operation from €1,156 million to €1,256 million for the year 2025 and to €1,251 million for the year 2026. For the year 2025, it also provides for an adjustment of the level of expenditure for non-routine maintenance to a maximum of €2,900 million, due to the impact of rising material and supply costs, and the expansion of the scope of non-routine

maintenance work at stations. The 2025 Update, approved by MIT-MEF Interministerial Decree no. 201 of 6 August 2025, completed its authorisation process with registration by the Court of Auditors on 16 September 2025. Infrastructure – Roads Business Unit Anas, under the terms of the Concession Deed signed in 2002 with the MIT, is responsible for operating the road and highway network of national interest and related maintenance work. The Government Programme Contract (GPC) entered into between the MIT and Anas governs the use of the resources assigned to Anas for the development of infrastructure and to deliver services on the network under concession. In particular, the contract governs: • the construction, maintenance and operation of the toll-free road and motorway network, directly operated by Anas and the related services; • the financing of the aforesaid activities; • service level agreements, works schedule, penalties and methods for verification by the Ministry. During the meeting held on 27 December 2022, the ICEPSD approved the Additional Deed to the GPC 20162020 between the MIT and Anas, for the years 20212022, establishing the allocation of the resources under Article 1, paragraph 397, of Law no. 234 of 2021 (2022 Budget Act), totalling €4.5 billion. At its meeting on 21 March 2024, the ICEPSD approved, with requirements, the proposed MIT-Anas GPC 20212025. On 9 November 2024, the Court of Auditors carried out the registration of the MIT/MEF Decree no. 256 of 22 October 2024. With regard to funding, it is planned to allocate within the new GPC the resources from the 2023 Budget Act (€2.25 billion) and 2024 Budget Act (€3.75 billion). “Expenditure on services,” as shown in the GPC, takes on a forecasting character, and the related activities will be modulated during the year and will be covered by the usual planning and financing schemes. The latter provision was subjected, in the ICEPSD approval phase, to a requirement that postpones the definition of the coverage of activities to a subsequent discussion between the MIT and Anas aimed at setting out the level of services to be rendered by Anas, and the quantification of the related compensatory grants. This has been reflected in the plan through a remodulation of the forecast of costs for services for the years 2024, 2025 and subsequent years under the plan. With regard to the 2025 Update of the MIT-Anas GPC, ICEPSD approved, at its meeting on 25 June 2025, the proposed update, which formalised the contracts for the funds set aside in the 2025 Budget Act (€2 billion). The relevant ICEPSD Resolution of 25 June 2025 was published in the Official Gazette no. 212 of 12 September 2025. Directors‘ report

Main regulatory measures in 2025 The following is a summary of the main European, national and regulatory measures that occurred in 2025, and had a significant impact on the Infrastructure – Railways and Infrastructure – Roads business units. Decree Law no. 202 of 27 December 2024, on “Urgent provisions on regulatory terms”, as converted with amendments into Law no. 15 of 21 February 2025, provides for the extension of the rules on expensive materials for general contractors of the FS Group companies to 31 December 2025 with respect to interventions which are also financed in part with NRRP resources. The payment is subject to the MIT verifying whether there are actual additional requirements, which must be requested by RFI SpA by 31 January 2026. For this purpose, an expenditure of €175 million is authorised for each of the years 2025 and 2026. Decree Law no. 25 of 14 March 2025, on “Urgent provisions on the recruitment and operations of public administrations”, as converted with amendments into Law no. 69 of 9 May 2025, extends, until 31 December 2026, the application of the provisions accelerating the decision-making services conference procedure, referred to in Article 14, paragraph 2, of Law no. 241/1990, which takes place pursuant to Article 13 of Decree Law no. 76/2020, as converted, with amendments, by Law no. 120/2020, to which must be added the rule, adopted during the Committee’s review, according to which the same provisions accelerating the procedure shall also apply, if more favourable, to the simplified decision-making conferences to be conducted in accordance with the methods under Article 14-bis of Law no. 241/1990, as provided for by Decree Law no. 77/2021, and Decree Law no. 13/2023, as well as by specific legislative provisions aimed at simplifying and facilitating the achievement of the objectives established by the NRRP and NCP. In addition, persons or entities that submit projects of works or feasibility studies for design alternatives to the Higher Council of Public Works are required to pay 0.3 per thousand of the total amounts of the project’s budget or the preliminary cost estimate, up to a maximum of €100,000. Facilities under the MIT are exempt from this payment. Decree Law no. 45 of 7 April 2025, on “Additional urgent provisions on the implementation of NRRP measures and the start of the 2025/2026 school year”, as converted, with amendments, into Law no. 79 of 5 June 2025, makes amendments to Article 18-quinquies of Decree Law no. 113/2024 (NRRP Decree) regarding cash advances to entities implementing NRRP interventions, specifying that, subject to the annual cash flows allocated to finance 30

Ferrovie dello Stato Italiane Group

each intervention, the central Authority responsible for the measure is authorised to transfer to the implementing party financial resources corresponding to 90% of the NRRP-funded cost of the intervention itself, provided that the implementing party, at the time of making the request, certifies that the amount of expenses resulting from the work progress reports amount to at least 50% of the project’s cost, as well as that the audits and checks under their competence have been actually carried out as required by their regulations, and the specific requirements of the NRRP have been actually complied with. Decree Law no. 65 of 7 May 2025, on “Additional urgent provisions to address the extraordinary flooding events that occurred in the regions of Emilia-Romagna, Tuscany, and Marche, and the effects of bradyseism in the Phlegraean Fields area, as well as financial provisions regarding civil defence”, as converted, with amendments, into Law no. 101 of 4 July 2025, makes amendments to Article 20-octies of Decree Law no. 61/2023, as converted, with amendments, by Law no. 100/2023, to accelerate and complete urgent public reconstruction interventions, providing that reconstruction projects and the associated economic benefits be prioritised based on the assessed urgency. The Law adds a Special Reconstruction Plan, provides for measures to approve projects, and accelerate priority interventions, defines the responsibilities of implementing parties, and lays down measures to simplify grant award procedures. In addition, the Law makes amendments to Article 20-novies of the aforementioned Decree Law no. 61/2023, modifying the regulations governing the work of implementing parties for public reconstruction in the regions of Emilia-Romagna, Marche, and Tuscany affected by the floods of May 2023 and September and October 2024, establishing that the most urgent repair, restoration, or reconstruction of public works and cultural heritage sites shall take priority, and be included in the Special Reconstruction Plan approved by the Extraordinary Commissioner. The implementing party is generally identified based on the ordinary ownership, charges and responsibility for the work. With regard to road infrastructure projects, it is confirmed that Anas is the implementing party based on the commissioner’s measures approving the projects included in the Special Reconstruction Plan, eliminating the reference to previous reconstruction plans. For railway projects, it is established that RFI is the implementing party in accordance with the commissioner’s measures approving the projects included in the Special Plan, making reference to the framework agreement entered into between the MIT and RFI on 23 December 2024, with a maximum expenditure limit of €255 million, including VAT. Provision is also made for the possibility of entering

into additional deeds to the agreement to regulate other projects, and their management, the related financial obligations, and the reporting and monitoring procedures, specifying these interventions in the programme contracts between RFI and the MIT. Decree Law no. 73 of 21 May 2025, on “Urgent measures to ensure continuity in the construction of strategic infrastructure and the management of public contracts, the proper functioning of the rail and road transport system, and the orderly management of port and maritime state property, as well as the implementation of urgent obligations related to the NRRP and participation in the European Union regarding infrastructure and transport”, as converted, with amendments, into Law no. 105 of 18 July 2025, provides for numerous provisions of interest. First and foremost, it provides for urgent measures to start work to set up construction sites for the permanent link between Sicily and Calabria. The decree makes certain amendments to Decree Law no. 35/2023, including regarding the adjustment to prices for expired contracts with service providers involved in the implementation of the project other than the general contractor. With regard to the safety measures for road infrastructure of national interest in areas affected by flooding, the decree provides, in order to ensure the achievement of the objectives of Mission 2, Component 4, Investment 2.1a of the NRRP, for including - for reporting purposes only - certain projects falling within the competence of Anas in the programme of urgent interventions adopted by the Extraordinary Commissioner in implementation of the aforementioned Mission. Furthermore, in order to avoid difficulties and inconsistencies in the application of authorisation procedures that have been concluded or are ongoing for the approval of projects, the decree allows for an extension, until 31 December 2025, concerning the provision - with a view to simplification – according to which location-related modifications to be made to final projects already approved by ICEPSD, provided certain requirements are met, shall be approved exclusively by the contracting authority. The decree also contains several provisions concerning Anas: • it provides for the deletion of the last sentence of Article 2, paragraph 2-decies.1, of Decree Law no. 121/2021, which required prior notification of the extension of the Anas concession to the European Commission; • it authorises Anas to prioritise the development or completion of the design of certain projects, within the scope of studies and design work, by using resources already allocated for studies and design work under the 2021–2025 programme contract

(State Road 700 of the Royal Palace of Caserta; track-doubling of the Guinza Tunnel; the Pieve di Teco-Ormea by-pass with the Armo-Cantarana tunnel, State Road 78 Picena, and State Road 7-ter Salentina); • it provides for the appointment of extraordinary commissioners, selected from among Anas staff, to accelerate the design of the new Ponte dell’Olla bridge, as well as the bypass of State Road 16 on the section between Bari-Mungivacca and Mola di Bari, and the functional upgrading and safety improvements to State Road 100; • it provides that the CEO of Anas be appointed as Extraordinary Commissioner for the completion of the already-funded lots of the A2 SalernoReggio Calabria motorway in the section between Cosenza and Altilia. With regard to railway infrastructure, the decree also provides that: • in the event of a malfunction, level crossings may also be secured by the crew of the trains involved in the incident - who are therefore already on site instead of dispatching dedicated personnel from the Infrastructure manager. Furthermore, a previously unprovided-for option is added to assign personnel from contracted-out firms - who are generally already on-site for infrastructure maintenance and construction work - in place of RFI personnel; • an Extraordinary Commissioner with broad operational and organisational powers be appointed until 31 December 2027, for the upgrading of the Milan-Mortara railway line; • as part of the update to the RFI-MIT programme contract, a share of the increase in the spending authorisation for RFI, provided for in the 2025 Budget Act, amounting to €4 million for each of the years 2027 and 2028, be allocated to the financing of passing tracks on the FL3 Rome Tiburtina – Viterbo Porta Fiorentina line to increase service capacity and frequency; • for the coordinated implementation of urban redevelopment and mitigation interventions related to Lot 1a Battipaglia-Romagnano of the Salerno-Reggio Calabria HS line, the MIT, RFI, the Campania Region, and the municipalities concerned shall enter into, within 60 days of the conversion law’s entry into force, a memorandum of understanding setting forth the interventions to be made, and their respective time schedules. To this end, additional spending of €15 million (€5 million annually from 2026 to 2028) is authorised, to which may be added a contribution from the Campania Region by using its own resources. Decree Law no. 95 of 30 June 2025, on “Urgent provisions for the financing of economic activities and businesses, as well as social initiatives and Directors‘ report

measures concerning infrastructure, transport, and local entities”, as converted, with amendments, into Law no. 118 of 8 August 2025, provides for a reduction in funding, totalling €250 million for the year 2026 and €93 million for the year 2027, concerning the resources allocated for the construction of the HS/HC Adriatic Line. Furthermore, it provides for the confirmation of the funds allocated for increases in the prices of materials to be drawn from the Fund for commencement of urgent works (FOI, Fondo per l’avvio di Opere Indifferibili), including for projects which, upon recommendation by the responsible authorities, are no longer funded from NRRP resources, provided that contracts for the execution of the works had been awarded at 31 December 2025. It makes further amendments to Article 18-quinquies of Decree Law no. 113/2024 (advance cash payments for NRRP projects), specifying that, for NRRP projects that also receive funding from the FOI, the central Authorities responsible for the relevant measures shall make transfers to the entities implementing each intervention, taking into account the cumulative value of the portion funded under the NRRP, and the portion funded by the aforementioned Fund allocated to the intervention itself, with priority given to the portion funded under the NRRP. Still on the subject of NRRP resources, the MEF decree of 9 September 2025, published in the Official Gazette no. 232 of 6 October 2025, on the “Update of Table A attached to the decree of 3 May 2024, regarding the allocation of financial resources provided for the implementation of NRRP projects”, redefines the measures under the responsibility of the MIT, in implementation of the ECOFIN decision of 20 June 2025, and the provisions of Decree Law no. 45 of 7 April 2025, as converted by Law no. 79 of 5 June 2025, as mentioned above. Law no. 142 of 26 September 2025, on “Provisions for the adjustment of the State budget for financial year 2025”, applicable from 17 October 2025, provides for the updating of revenue projections and budget appropriations for expenditure for the year 2025. The update takes into account the level of public finance balances provided for under current legislation by the budget act. It should be noted that the table section includes the vertical remodulation of capital resources included in the RFI Programme Contracts for €907 million. The MEF Decree of 13 October 2025, on the “Allocation of the fund in favour of central Government authorities to ensure the financing of investments and the country’s infrastructure development”, partially allocates the resources of this Fund for a total amount of €12,800 million for the 32

Ferrovie dello Stato Italiane Group

period 2027–2036. For the railway sector, an amount of €142.8 million is allocated for the High-Speed Adriatic Line (RFI), €591 million for Milan Cortina - completion of works (both rail and road), €280 million for Investment in zero- and low-emission LPT, and €171 million for NCP Projects (including the financing of tourist railway lines). The interventions will be detailed in subsequent MEF decrees, to be adopted by May 2026, accompanied by the Single Project Code (CUP, Codice Unico di Progetto), and a procedural time schedule. Decree Law no. 156 of 29 October 2025, on “Urgent economic measures”, as converted, with amendments, into Law no. 191 of 19 December 2025, provides for an increase in 2025 in the following spending authorisations for RFI’s GPC-S: • +€1,400 million for the spending authorisation referred to in Article 1, paragraph 86, of Law no. 266/2005, for non-routine maintenance within the GPC-S; • +€400 million for the spending authorisation referred to in Article 1, paragraph 396, of Law no. 234/2021 (non-routine maintenance). In this regard, the resources in question are to become immediately available, and RFI is authorised to use them pending the update of the GPC-S. Furthermore, in order to align the procedural timelines for NCP interventions (referred to in Article 1 of Decree Law no. 59/2021) with the financial timelines, it provides that the final objectives set in the same procedural timelines shall be achieved by no later than 31 December 2026, or, if later than that year, by 31 December of the final fiscal year in which the resources allocated for this purpose under current legislation are included in the State budget. Any updates to the intermediate objectives shall be made by ministerial decrees pursuant to Article 1, paragraph 7, of Decree Law no. 59/2021. Law no. 199 of 30 December 2025, on the “State budget for the financial year 2026 and multi-year budget for the three-year period 2026-2028” (2026 Budget Act) provides for measures related to spending authorisations for RFI and Anas. With regard to RFI, the resources allocated to RFI’s GPC-S have been increased by a total of €3,660 million for the three-year period 2026–2028, to be used for nonroutine maintenance. With regard to Anas, the resources allocated to it for the financing of the 2021-2025 GPC have been increased by a total of €1,600 million for the two-year period 2027-2028. In addition, a spending authorisation of €90 million is planned as from 2026 to make additions to the operating resources derived from the surcharge. With regard to other relevant provisions, the following should also be noted: • the refinancing, for a total of €1.1 billion (€600 million for 2026 and €500 million for 2027),

concerning the fund for the continuation of public works, to cover costs of expensive materials related to works carried out in 2024 and 2025; • in relation to expensive materials, regulations for works from 1 January 2026 to the completion date for public works contracts awarded with a final bid submission deadline on 30 June 2023. Provision is also made for establishing a national price list for public works, and an Observatory to monitor price lists of public works. With regard to contracts awarded to a general contractor by FS Group companies, the application of paragraph 12 of Article 26 of Decree Law no. 50/2022 (20% increase in work amounts) will be extended until the adoption of the aforementioned price lists, and in any case no later than 31 December 2026. With regard to contracts awarded to a general contractor by FS Group companies and financed with NRRP resources, a percentage adjustment of up to a maximum of 35% shall apply to the work performed or accounted for, from 1 January 2026 to the date of completion of works. With regard to coverage of costs for more expensive materials as from 2026, it is further provided that: ‒ within ninety days of the date of entry into force of this law, the MIT shall conduct a detailed review of the aforementioned projects; ‒ to address the higher costs, without prejudice to the provisions of the FOI, contracting authorities shall utilise the resources specifically set aside for contingencies, and the amounts resulting from bid discounts; ‒ if the resources are insufficient, the contracting authority shall promptly initiate procedures to replenish the funds, including through a reduction in the works included in the threeyear plan; • the granting of powers to the Commissioner for the Adriatic line to complete the design, award the contract, and construct the “Valle Ufita logistics platform”; • the allocation of an extraordinary grant of €1.2 million to the Provincial Government of Potenza for the year 2026 for interventions on the Tiera viaduct, with the aim of restoring road traffic and the FoggiaPotenza railway line; • the authorisation of €5 million in spending for 2026 and 2027, to enable the railway infrastructure manager to ensure safe access to tunnels in the event of accidents; • the provision that the NRRP be remodulated in accordance with the terms set forth in the EU Council Implementing Decision, which approved Italy’s new Plan, and that the MEF must carry out the resulting administrative and accounting procedures to make the resources available to the central authorities responsible for the measures.

Decree Law no. 200 of 31 December 2025, on “Urgent provisions on regulatory terms”, as converted with amendments, into Law no. 26 of 27 February 2026, provides for extending, until 30 June 2026, the deadline to award contracts related to financing from the fund for bridges in the Po River basin, and extends to 2026 a provision, which also applies to RFI projects, simplifying the approval of location variations for strategic infrastructure projects, thereby reducing the time required to complete the works. Decree Law no. 19 of 19 February 2026, on “Additional urgent provisions for the implementation of the National Recovery and Resilience Plan (NRRP) and regarding cohesion policies”, which is currently in the process of being converted, provides, with regard to Reform 1.3 “Boosting the efficiency of railway infrastructure in Italy” of Mission 3 - Component 1 of the NRRP, as follows: • the revision of policy documents for infrastructure investments in the railway sector (Multi-Year Mobility Strategy Document – MMSD; Programme Contract). The MMSD plays a key role in the long-term planning of network improvements and is submitted to the TRA for review; • with regard to the Programme Contracts, the introduction of a system of intermediate objectives and final targets, expressed in quantitative or qualitative terms, to be achieved by established deadlines, as well as the strengthening of the TRA’s role in monitoring and setting indicators. For the purposes of introducing the system of intermediate objectives and final targets, and planning railway investment spending, the operator is required to submit the spending and procedural timeline for the projects to the MIT and the MEF; • by decree of the MIT, in agreement with the MEF, the definition of procedures for reporting and verifying whether objectives are actually achieved, and the subsequent activation of the financial mechanism; • the infrastructure manager must link the variable portion of management remuneration to the achievement of objectives, providing evidence thereof in its financial statements; • for infrastructure projects of at least €50 million, the publication of the cost-benefit analysis prior to the adoption of the Programme Contract; • the assignment of duties to the MIT’s NRRP Task Force in relation to economic and financial assistance and consulting for the design of public works and services under concession, including award procedures, economic and financial plans, and the monitoring of implementation timelines, ensuring sustainability and compliance with European competition obligations.

Directors‘ report

Mission 3 – Component 1 of the NRRP also includes the following provisions: • with specific regard to projects for which the NRRP target has not yet been met as at the effective date of the decree, including those awarded to the general contractor, it authorises RFI, until 30 March 2026, to pay contractors an amount of up to 10% of the reserves already recorded in the accounts as at the effective date of this decree, for which the technical advisory board (TAB) has not yet issued an opinion. This amount shall be granted on a provisional basis, subject to the contractor’s submission of a suitable first-demand bank or insurance guarantee for an amount equal to the advance payment, and in any case within the limits of the financial resources available under current legislation for each project; • RFI is authorised to proceed with the expropriation of areas intended for re-ecologisation and the recovery of materials resulting from railway excavations, promoting policies of sustainability and circular economy. Infrastructure projects must include re-ecologisation interventions agreed upon with the Municipalities and Regions concerned, and all necessary authorisations must be obtained for their approval, even in the case of modifications to projects that have been already approved. All costs associated with these activities, including land acquisitions, shall be borne by the infrastructure project’s budget, with the land and completed works being transferred free of charge to the Municipality concerned. Decree Law no. 32 of 11 March 2026, on “Urgent provisions on extraordinary commissioners and concessions”, which is in the process of being converted into law, includes various provisions of direct interest to the Infrastructure Business Unit. In particular, it provides as follows: • the CEO of RFI is appointed Extraordinary Commissioner for the implementation of railway infrastructure projects complementary to the permanent link between Sicily and Calabria. The Extraordinary Commissioner is authorised to appoint, as deputy commissioners, the pro tempore heads of RFI’s organisational units, to whom he may delegate his own activities and functions, and may avail himself of the cooperation from the departments and functions of RFI itself, and from the central and local Government authorities and other local entities, without incurring additional or increased costs to the public treasury; • an increase in the spending authorisation for RFI totalling €2,800 million (€1,800 million for 2026 and €1,000 million for 2027), and a partial reallocation of spending authorisations for the 2030-2040 period (-€2,392 million); • the remodulation of resources assigned to Anas, 34

Ferrovie dello Stato Italiane Group

with an increase in allocations for the 20262029 period, and a corresponding reduction in allocations for the 2030-2034 period; • the Anas CEO taking over from the various Extraordinary Commissioners appointed in recent years. The incoming Commissioner is authorised to appoint, as deputy commissioners, the pro tempore heads of the local units of Anas SpA, which are responsible for the geographical area in which the commissioned works are located, to whom he may delegate his own activities and functions. The MIT Decree shall specify the time schedules and available financial resources, as well as the criteria for revoking such resources in the event of failure to meet the established deadlines; • the RFI CEO taking over from the various Extraordinary Commissioners appointed in recent years. For the performance of their duties, the incoming Commissioner is authorised to appoint, as deputy commissioners, the pro tempore heads of RFI’s departments and functions, to whom he may delegate his own activities and functions. The MIT Decree shall specify the time schedules and available financial resources, as well as the criteria for revoking such resources in the event of failure to meet the established deadlines; • the appointment of the CEO of RFI as Commissioner for the works (i) the Rail link to “Catullo” Airport and the eastern shore of Lake Garda, and (ii) the New bridge between Paderno d’Adda and Calusco d’Adda. For the performance of his duties, the Extraordinary Commissioner referred to in the first sentence is authorised to appoint, as deputy commissioners, the pro tempore heads of the departments and functions of RFI SpA, to whom he may delegate his own duties and functions, and may make use of them departments and functions of said company, as well as of the central and local Government authorities, and other local entities, without incurring additional or higher costs to the public treasury; • the inclusion in the corporate purpose of Società Infrastrutture Milano Cortina 2020-2026 SpA of activities aimed at carrying out projects, including infrastructure and facilities, even on a temporary basis, as identified through agreements with the Extraordinary Commissioner, aimed at ensuring the functionality and accessibility - including from a transport and logistics perspective - of the Olympic facilities and related works, and allocates approximately €32 million to the Commissioner. Provisions for the organisation and performance of major sporting events: • Decree Law no. 73 of 21 May 2025, as converted, with amendments, into Law no. 105 of 18 July 2025, previously mentioned, provides for urgent

measures for the construction of facilities necessary for the staging of the “Milan Cortina 2026” Winter Olympic and Paralympic Games. Through an amendment to Decree Law no. 16/2020, the CEO of Società Infrastrutture Milano Cortina 2020-2026 SpA is granted commissioner’s powers, including for the construction of the works listed in the new Annex 1-ter of Decree Law no. 16/2020 (see Annex C), with the simplified powers provided for by Decree Law no. 32/2019 (the so-called “Unblock Construction Sites” Decree); • Decree Law no. 95 of 30 June 2025, as converted, with amendments, into Law no. 118 of 8 August 2025, as previously mentioned, extends the operations of Società Infrastrutture Milano Cortina 2020-2026 SpA until 31 December 2033 - instead of 31 December 2026 - in order to complete the infrastructure projects included in the Comprehensive Plan for Olympic Works; • Decree Law no. 96 of 30 June 2025, on “Urgent provisions for the organisation and performance of major sporting events, as well as additional urgent provisions regarding sports”, as converted, with amendments, into Law no. 119 of 8 August 2025, provides for the appointment of an Extraordinary Commissioner with special powers, and the allocation of up to €228 million for logistics and temporary infrastructure in Milan, Cortina, and Tesero. The decree lays down provisions for the implementation of the necessary interventions in preparation for the 38th edition of the “America’s Cup – Naples 2027.” In particular, it lays down provisions regarding infrastructure projects and mobility in the Bagnoli Coroglio area. Furthermore, it provides for the appointment of an Extraordinary Commissioner to coordinate and implement the works necessary for the final phase of the 2032 UEFA European Football Championship, and the establishment of a Fund within the MEF to finance the projects, with specific resources allocated for the period 2025– 2032. Law no. 199 of 30 December 2025 (the aforementioned 2026 Budget Act) makes provision to increase the resources allocated to the America’s Cup event by €30 million for the 2026–2027 period. By Resolution no. 116/2025, the TRA adopted the regulatory act on “Reward/penalty mechanisms on tariff levels linked to the quality of service provided by the national railway infrastructure manager, as referred to in Measure 10.6 of Annex “A” to Resolution no. 95/2023”, as well as updated the accounting Schemes for the national railway infrastructure manager. The reward/penalty mechanisms provided for in the regulatory act have effects on the average unit toll amount, components C1 (capacity scarcity) and

C5 (optimisation of travel times in capacity allocation), maximum variability ranges of average unit fees. They are based on the measurement of indicators aimed at assessing, among other things, the levels of (in)efficiency in the management of the process to allocate capacity and train path on the various lines and sections (and thus to measure the gap to be bridged with respect to the efficient and effective use of the related infrastructure). In this context, it is provided, among other things, that the infrastructure manager shall develop and update (at least every five years, prior to each tariff period), for each line and for each metropolitan hub under management, two operational models: (i) a technical-industrial model; and (ii) a technical-commercial model. By Resolution no. 201/2025, the TRA - with regard to the 2025 annual update of the 2025–2029 tariff system for the Minimum Access Package (PMdA, Pacchetto Minimo di Accesso) and for services other than the PMdA, prepared by RFI - approved certain requirements regarding incremental operating costs, and initiated a procedure concerning costs related to the new maintenance organisational model, developed by RFI to respond to market evolution, and the need to increase infrastructure resilience to prevent risks linked to the impact of climate change. The Authority has reported - among other things - critical issues regarding the inconsistent allocation of incremental operating costs between the PMdA and other services; the TRA has therefore required RFI to perform a preliminary allocation of costs between the PMdA, regulated services, and market-based services based on the assetper-service driver resulting from the 2024 regulatory accounting. RFI shall carry out a more precise allocation of these costs as part of the 2026 tariff update. With regard to incremental operating costs associated with security activities and the change in the average unit cost of labour, the TRA has also required that these costs be excluded from the annual update of tariff levels relating to the PMdA, since they are not linked to changes in legislation or regulations. RFI shall therefore recalculate the tariff levels relating to the PMdA and non-PMdA services for all the years covered by the update, and consequently adjust the relevant network information sheets. Finally, with regard to the incremental operating costs associated with the new maintenance organisational model, the Authority - as noted above - has initiated a procedure, with a deadline for conclusion scheduled on 30 April 2026. However, this shall apply without prejudice to any effects of such procedure on the 2025 annual update of tariff and fee levels. Passenger Transport Business Unit The Italian domestic rail passenger transport market (medium and long-distance) has been fully liberalised Directors‘ report

since 2001, subject to reciprocity conditions in the case of foreign companies and their subsidiaries under Law no. 388 of 23 December 2000. In the European sphere, however, the liberalisation process was concluded only in December 2020, with the adoption by the European Union of Directive (EU) 2016/2370 (Fourth Railway Package), which granted all railway undertakings the right of access to the railway infrastructure for the operation of the aforementioned services. High-Speed passenger transport services are, therefore, now subject to market rules and currently provided by two operators in Italy (Trenitalia SpA and Nuovo Trasporto Viaggiatori SpA), which compete with each other to profitably serve the demand for transport. Rail transport services subject to “public service obligations” are, on the other hand, delivered under the public service contract, concluded by the State (for medium- and long-distance services) and by the Regional Governments (for LPT services), in order to ensure transport services adequate to social and spatial planning needs, which the railway undertaking, if it considered its own commercial interest, would not perform. Regulation (EC) 1370/2007 (as amended by Regulation (EU) 2016/2338) establishes the criteria by which a public authority can provide public service obligations, identifying competitive bidding as the ordinary way of awarding service contracts (for rail service contracts, a transitional period was provided for, which ended in December 2023), with some specific exceptions (i.e.: in-house, emergency measure in case of service discontinuance, etc.). With regard to road passenger transport, long-distance service (i.e., involving at least three regions) was fully deregulated in January 2014; for LPT - also governed by the aforementioned Regulation (EC) 1370/2007 the general principle of awarding service contracts by tender applies. The Transport Regulatory Authority (TRA), established in 2011, was given - among other things - the powers to ensure full contestability of the market and protection of passenger rights by road and rail. With specific regard to the LPT sector, the Authority has adopted a set of measures that serve as a “regulatory framework” for Regional Governments and local authorities on the awarding of services. Trenitalia holds a contract related to passenger rail transport services of national interest (Intercity day and night services), subject to the public service obligation regime. This Service Contract has a 10-year term (from 1 January 2017 to 31 December 2026) extended by one year until 31 December 2027, in accordance with the specific provisions of the contract itself, as set forth in a letter from the MIT/MEF issued at the end of the year. The contract includes the network of medium/long-distance connections between medium 36

Ferrovie dello Stato Italiane Group

and large urban centers. Trenitalia also holds 22 service contracts for regional rail transport services, which are also subject to the public service obligation regime. These service contracts have terms between 9 and 15 years, and include metropolitan, regional and supraregional services in Italy’s Regions and Autonomous Provinces, with the exception of Lombardy (where Trenitalia operates with Trenord) and Emilia Romagna (where Trenitalia operates with Trenitalia Tper). Busitalia provides LPT services in Veneto (Province of Rovigo and Padua), Umbria (entire region) and Campania (Province of Salerno), governed by 21 service contracts, 7 of which through majority interests in consortium companies (contracts in force in the Umbria region); in 2019, following the award of a tender procedure, the company confirmed its operations in the Padua area until 2030. Main regulatory Measures in 2025 The following is a summary of the main measures which occurred in 2025 and had a significant impact on the Passenger Transport Business. The aforementioned Decree Law no. 73 of 21 May 2025, as converted, with amendments, into Law no. 105 of 18 July 2025, lays down urgent provisions to ensure the performance of preparatory activities for the award of the Intercity contract, allocating €5.7 million for the operation of the procedures for awarding Intercity services. Law no. 190 of 18 December 2025, on the “Annual Market and Competition Law 2025”, regarding measures to promote competition in regional public transport services, with the aim of strengthening the efficiency of regional public rail and road transport services, and ensuring transparency in their operation, extends investigative obligations and duties to provide reasons, recognition obligations, and the penalty regime (Articles 14, paragraphs 2 and 3, 17, 30, 31, and 31-bis of Legislative Decree no. 201/2022) established for local public services to regional public rail and road transport services. The aforementioned Decree Law no. 200 of 31 December 2025, on “Urgent provisions on regulatory terms”, as converted with amendments into Law no. 26 of 27 February 2026, includes provisions that define, for the year 2026, the allocation of resources from the LPT Fund (amendments to Article 27 of Decree Law no. 50/2017). International Passenger Transport Business Unit In line with the FS Group’s new Governance Model, the international Passenger Transport business unit comprising the Group’s foreign subsidiaries that provide

passenger transport services abroad - was integrated, in 2025, into the Lead Company of the FS International SpA Business Unit. Specifically: • the Netinera Group operates in Germany, and holds 18 contracts for passenger rail transport services and 2 contracts for LPT services. The total term of transport contracts is generally between eight and twelve years for old contracts in the rail sector, and between ten and twenty-two years for new contracts. The longest transport contract will expire in 2038; • Hellenic Train operates in Greece and holds a contract related to passenger rail transport services subject to the public service obligation regime. This Service Contract has a ten-year term, which may be extended by further five years, as from 14 April 2022, and covers the entire Greek state rail network; • Ilsa operates in Spain as the leading private highspeed rail operator, and holds a ten-year contract for HS rail services, awarded by the infrastructure manager ADIF, with commercial operations set to begin in 2022; • FS Group Advisory Limited (formerly Trenitalia UK) has operated in the United Kingdom through the operation of the Essex Thameside Rail Franchise under the c2c brand, acquired in 2017 and operated until 2025. From 2025, with the return of operation to the Department for Transport, the UK company will continue to operate in the market as a strategic partner, focused on the development of rail mobility, and the evaluation of additional highspeed services; • Trenitalia France operates in France as a highspeed rail carrier, offering services on the Paris– Lyon and Paris–Marseille routes, as well as on the international Paris–Milan route; • Qbuzz operates in the Netherlands by delivering LPT services in the areas of Groningen Drenthe (until December 2029), Utrecht (until December 2025), Drechtsteden, Molenlanden en Gorinchem - DMG (until December 2033), Zuid Holland Nord (until September 2029) and Fryslan (until October 2034), governed by as many contracts. With regard to the regulatory framework, for companies operating in European Union member states, please refer to the information already provided above regarding domestic passenger transport. With regard to the United Kingdom, the liberalisation process began with the Railways Act 1993, which introduced the privatisation of British Rail, and a system of route concessions (franchise) through competitive bidding. This framework remained in place until 2020, when the Government abolished the railway franchise system, replacing it with transitional management contracts (Emergency Recovery Measures Agreements)

to ensure service continuity. In 2024, the Passenger Railway Services (Public Ownership) Act 2024 was passed, which marked the return of passenger rail services to public management, entrusting their organisation to Great British Railways (GBR), the single body responsible for operating infrastructure, traffic, and network access, including open-access services. Network access for high-speed and open-access operators is regulated by the Office of Rail and Road (ORR), which ensures fair and sustainable conditions. Services subject to “public service obligations” are governed by the Public Service Obligations in Transport Regulations 2023 (SI 2023/1369), which sets out criteria for awarding contracts (preferably through competitive bidding), with exceptions for direct awards in specific cases (domestic operators, emergencies, and rail services). The ORR also acts as an economic regulator and competition authority, enforcing the provisions of the Competition Act 1998 and the Railways (Access, Management and Licensing of Railway Undertakings) Regulations 2016. Main regulatory Measures in 2025 Among the main measures enacted in 2025 in the countries where the companies operate, and which have a significant impact on the International Passenger Transport business, the following rules issued in Spain are particularly noteworthy: • 2025 Regulation on Railway Infrastructure Tolls The new Regulation incorporates the positions of the railway undertakings and the Spanish regulatory authority (Comisión Nacional de los Mercados y la Competencia – CNMC, National Commission on Markets and Competition), aligning its content with EU law. In particular, the Regulation entails a reduction of approximately 8% in infrastructure access charges, and is also expected to apply retroactively from the start of the timetable (December 2024), given that the Regulation was published on 4 November 2025. All amounts already paid in 2025 are expected to be refunded to ILSA at the end of March 2026. • Customer Service Law (Ley de Atención a la Clientela) - This new law stipulates that customer service must be provided by human agents, thereby limiting the use of robots or artificial intelligence systems, and requires service providers to offer support in the co-official languages of the regions where they operate. For ILSA, this means being able to assist customers in Catalan, since the company operates services in Catalonia. ILSA will need to adapt its customer service operations by 2026 to ensure compliance, with the associated impact in financial terms. • Changes to the infrastructure capacity allocation framework - The Spanish Ministry of Transport has Directors‘ report

recently amended the rules governing capacity allocation, eliminating the possibility of starting the work schedule while complaints and appeals from operators are still pending. Freight Transport Business Unit The rail freight market is characterised by a wellestablished regime of competition in the market with multiple operators competing with each other to profitably serve the demand for transport. Liberalisation has, in fact, been underway in Italy since 2001 and in the Euro-unified framework since 2007. In order to enable optimal use of the international freight transport network and improve its interoperability, the European Union has laid down rules for the establishment and organisation of international rail corridors (Regulation (EU) No 913/2010). The TRA has regulated – also in execution of the provisions of the Fourth Railway Package (Directive 2012/34/EU) -procedures and criteria to be followed to ensure fair and non-discriminatory access to services provided in rail freight terminals, railway sidings, maintenance facilities, and on port rail infrastructure. The national regulatory framework provides for some forms of support of direct interest to FS Logistix SpA and its subsidiaries. In particular, we must note the so-called Ferrobonus measure (to support intermodal transport by rail) under Article 1, paragraph 648, of Law no. 208/2015, and the incentive to rail freight companies under Article 1, paragraph 294, of Law no. 190/2014, aimed at boosting demand for rail freight transport services. In addition, the NRRP National Complementary Plan (NCP) referred to in Decree Law no. 59/2021 provided grants for the purchase of rolling stock on the part of undertakings in the rail freight transport sector. Main regulatory Measures in 2025 The following is a summary of the main legislative measures which occurred in 2025 and which have a significant impact on the Freight Transport business. The aforementioned Decree Law no. 73 of 21 May 2025, as converted, with amendments, into Law no. 105 of 18 July 2025, provides for the appointment of an Extraordinary Commissioner with broad operational and organisational powers until 31 December 2027, to ensure the timely construction of the Alessandria Smistamento Logistics Hub. Law no. 177 of 13 November 2025, on the “Framework law on freight terminals”, sets out a new regulatory framework for freight terminals, replacing Law no. 240/1990, and providing for the planning, construction, and operation of freight terminals, and supporting, in line with the provisions of the National Strategic Plan for ports and logistics, the completion 38

Ferrovie dello Stato Italiane Group

of the intermodal infrastructure planned for Italy within the trans-European transport network, as referred to in Regulation (EU) 2024/1679 of the European Parliament and of the Council of 13 June 2024. It introduces both the definition of “freight terminal”, as the structured complex of integrated infrastructure and services of national significance, operated on a commercial basis to facilitate the movement of goods between different modes of transport with the aim of increasing intermodality and the efficiency of logistics flows, and the principle of freight terminal planning, through the General Plan for Intermodality, approved by the MIT decree, subject to agreement at the unified Conference. For the purpose of financing projects related to the construction and development of freight terminals, an expenditure of €5 million is authorised for 2025, €10 million for 2026, and €10 million for 2027, providing that railway infrastructure managers may take steps to upgrade “last-mile” railway connections, at their own expense. Finally, it provides that freight terminal operators, either individually or collectively, must enter into specific contracts with RFI to ensure compliance with European Union parameters regarding the clearance, module, and axle load of the network to which the intermodal transport terminals are connected, as well as the functionality and dimensions of the modules of the intermodal rail terminals. Finally, the aforementioned Law no. 199 of 30 December 2025 (2026 Budget Act) provides for: • refinancing, for €1 million in 2026 and €2 million in 2027, for the implementation of additional interventions regarding mobility, development, and the digitisation of transport and logistics systems; • an expenditure authorisation of €200 million in 2026 and €150 million in 2027 for regulatory measures in the field of mobility. The aforementioned Decree Law no. 200 of 31 December 2025, on “Urgent provisions on regulatory terms”, as converted, with amendments, into Law no. 26 of 27 February 2026, provides for a subsidy for railway shunting service operators serving the port area, which may be allocated by each Port System Authority up to a limit of €500 thousand per year. The provision aligns the term of the measure with the European Commission’s decision authorising a total subsidy of €30 million for the period 2026–2030. Regulatory measures of cross-cutting interest to the FS Group ESRS G1-5 – Political influence and lobbying activities The following is a summary of the main legislative measures of a European, national and regulatory nature,

which occurred during the first half of 2025, and which are of significant relevance across the whole Group. Insurance obligation for catastrophic risks Some provisions supplementing the regulations were issued in relation to the insurance obligation for catastrophic risks provided for under the Budget Act for 2024. Specifically, Decree Law no. 202 of 27 December 2024, on “Urgent provisions on regulatory terms”, as converted with amendments into Law no. 15 of 21 February 2025, extends to 31 March 2025 the deadline, initially set at 31 December 2024, by which companies operating in Italy are required to take out insurance contracts to cover damage to land and buildings, and plant and machinery, as well as to industrial and commercial equipment, directly caused by natural disasters and catastrophic events occurring in the country. In connection with this requirement, we must note the publication of the MEF’s Decree no. 18 of 30 January 2025 in the Official Gazette of 27 February 2025, which sets forth in detail the operational procedures for mandatory insurance, specifying timelines, criteria, and methods of calculation. Decree Law no. 39 of 31 March 2025, on “Urgent measures regarding catastrophic risk insurance”, as converted, with amendments, into Law no. 78 of 27 May 2025, provides for extensions regarding the obligation for businesses to take out policies against catastrophic damage. Specifically: • for medium-sized enterprises (50 to 250 employees), it provides for an extension of an additional period of six months, until 1 October 2025; • for micro- and small-sized enterprises, it postpones the obligation until 31 December 2025; • for large-sized enterprises (over 250 employees), it confirms the deadline of 31 March 2025. However, the decree provides for a 90-day transition period, until 30 June, to allow companies without a policy to comply with the requirement while still maintaining access to any incentives or subsidies. Furthermore, it is specified that the value of the assets to be insured is determined on the basis of the reconstruction value of the property, the cost of replacing movable assets, or the cost of restoring the land affected by the disaster to its original condition; additionally, it is established that the 15% deductible limit does not apply to large-sized enterprises, as defined in the MEF implementing decree, and to subsidiaries and associates, which jointly meet the requirements of turnover and number of employees stated in the same decree, and which enter into a comprehensive insurance policy contract covering the entire group. Rail tunnel safety Decree Law no. 202 of 27 December 2024, mentioned above, as converted with amendments into

Law no. 15 of 21 February 2025, provides for the extension, until 30 April 2025, concerning the terms relating to the adaptation of the rolling stock circulating on rail infrastructure and tunnels, respectively, to safety criteria. Decree of 4 March 2025, issued by the MIT, in agreement with the Minister of the Interior, published in the Official Gazette no. 75 of 31 March 2025, approves the guidelines on railway safety, in implementation of Article 13, paragraph 17-bis, of Decree Law no. 183/2020, in order to guarantee an adequate level of railway safety, and ensure the alignment of national legislation with that of the European Union regarding technical and safety requirements for railway tunnels. With specific regard to the adaptation of vehicles to safety regulations in railway tunnels, the decree provides that vehicles already authorised to operate at the time of this decree’s entry into force, which have not yet been adapted to the requirements regarding fire safety and evacuation, must comply with the requirements of certain specified technical standards within four years of the decree’s entry into force. Provisions on exceptional transport Furthermore, within the scope of the abovementioned Decree Law no. 202 of 27 December 2024, we must note the adoption of provisions that apply to the regulation of Article 7-bis of Decree Law no. 146/2021. More specifically, it is envisaged that the term initially set at 30 March 2025 for the suspension of the effectiveness of the provisions laid down in the ministerial decree, which sets out the guidelines on transport in exceptional conditions, is postponed to 30 March 2026. Paragraph 2 of the same article is also reworded in order to lay down the rules which in the meantime are applicable to this type of transport. Finally, paragraph 2-bis is amended in relation to the definition of the national Plan for transport in exceptional conditions by the technical committee established for this purpose at the MIT, extending the relevant term from 30 October 2024 to 31 December 2025. FS Pension Fund Decree Law no. 25 of 14 March 2025, on “Urgent provisions on the recruitment and operation of public administrations”, as converted, with amendments, into Law no. 69 of 9 May 2025, provides that, with respect to employees hired after the effective date of this decree, who are required to enrol in the Separate Pension Scheme of the Pension Fund for State Railways Personnel, for the purposes of determining disability, incapacity, and unfitness for work and service, and the resulting effects in terms of social security, the provisions regarding pensionable disability set forth in Law no. 222/1984 shall apply. Furthermore, it is provided that, for the same individuals, severance pay and termination benefits, or any equivalent Directors‘ report

payments, shall be paid within the three-month period referred to in Article 3, paragraph 5, of Decree Law no. 79/1997. Public safety in the transport system Decree Law no. 48 of 11 April 2025, on “Urgent provisions on public safety, and the protection of on-duty personnel, as well as of victims of usury, and the penitentiary system”, as converted into Law no. 80 of 9 June 2025, provides for a new aggravating circumstance, applicable to intentional crimes that are against public and individual life and safety, against personal liberty, and against property, or that otherwise infringe upon property, when the offence is committed inside or in the immediate vicinity of railway stations, subway stations, or inside passenger trains. This aggravating circumstance entails a harsher penalty based on the location where the crime is committed, with particular attention to safeguarding safety in public transport areas. Furthermore, the aforementioned Decree Law: • makes amendments to Article 1-bis of Legislative Decree no. 66/1948, on “Provisions to ensure free movement on railways and public roads and free navigation”, by adding new penalties to be imposed on anyone who obstructs free movement on public roads or railways by blocking them with their own body”; • provides for significant amendments to Article 10 of Decree Law no. 14/2017, concerning the prohibition on access to transport infrastructure areas and their appurtenances, as well as concerning deferred flagrante delicto; • provides for amendments to Article 165 of the Italian Criminal Code regarding conditional suspension of sentence, establishing that, in cases of conviction for crimes against the person or property committed in transport infrastructure areas (rail, airport, maritime, and local public transport), conditional suspension of the sentence is subject to compliance with the prohibition on access to locations specifically identified by the judge within such areas; • makes amendments to Article 583-quater of the Italian Criminal Code regarding bodily injury inflicted upon a judicial police officer or public security officer in the course of or as a result of the performance of their duties or service; • provides for the possibility of equipping Police personnel assigned to public order, territorial control, and surveillance of sensitive sites, as well as to railway operations on board trains, with wearable video surveillance devices (bodycams), capable of recording operational activities and their conduct. With regard to local public transport, we must note the Directorial decree no. 220 of 4 June 2025, on the “Guidelines governing devices for communication with Law Enforcement forces, to be used in 40

Ferrovie dello Stato Italiane Group

emergencies by personnel on board local public transport vehicles”, which requires companies operating LPT services to install, by 31 December 2025, on all vehicles used for LPT, an autonomous and mobile device that enables geolocation, and allows the driver to make an emergency call to Law Enforcement Forces. The decree establishes that companies operating LPT services must define a protocol governing how their staff use the aforementioned safety systems, and that, on a trial basis, as from 1 January 2027, these companies may provide wearable video recording devices (bodycams) to their staff responsible for ticket inspection and verification who are most exposed to risky situations, in order to limit assaults and enable LPT companies, Judicial Authorities, and Law Enforcement Forces to reconstruct unlawful acts, and identify the perpetrators. In addition, the aforementioned Decree Law no. 73 of 21 May 2025, as converted, with amendments, into Law no. 105 of 18 July 2025, lays down certain provisions regarding the adjustment of penalties for violations related to the safety and regularity of rail traffic: the decree provides for an increase in the level of penalties for offences (as provided for under Presidential Decree no. 753/1980) which affect the safety of the railway system, in order to strengthen their deterrent effect. Decree Law no. 23 of 24 February 2026, on “Urgent provisions regarding public safety, investigations by judicial authorities in cases of justifiable cause, the operations of law enforcement forces, and the Ministry of the Interior, as well as immigration and international protection”, lays down, insofar as it is of particular interest, some provisions aimed at also extending the protection provided for the offence of aggravated bodily injury to personnel who carry out, on board passenger trains, activities to prevent and investigate violations of rules concerning the regularity and safety of rail transport services, in the course of or as a result of such activities. Therefore, for such personnel, injuries inflicted in the performance of their duties are now punishable by the same penalties as those provided for police officers, and are subject to ex officio prosecution. Furthermore, mandatory arrest in flagrante delicto is also extended to this offence. Furthermore, in addition to the provisions already applicable to the safety of the interior areas of railway infrastructure, both fixed and mobile, and LPT infrastructure, both urban and suburban, and their related appurtenances (Decree Law no. 14/2017), it provides that the prefect may identify specific urban areas characterised by serious or repeated incidents of crime or illegal activity, within which individuals reported in the last five years for certain types of offences are to be removed. Furthermore, the provisions governing deferred arrest in flagrante delicto are extended to the

offence of property damage committed during public demonstrations in public places or places open to the public. Deferred arrest in flagrante delicto is also applicable to the offence of aggravated bodily injury to the railway personnel referred to above. Fund for the continuation of public works Directorial decree no. 135 of 12 June 2025, concerning the Fund for the continuation of public works, provides that applications are accepted for access to the Fund under Chapter 7007 – for financial years 2024 and 2025 - subject to further legal audits, in favour of the beneficiary contracting authorities listed in Table 1, including: • RFI: €127.8 million; • Trenitalia: €5.7 million; • Anas: €15.9 million. Finally, the decree establishes that certain applications for access to the Fund concerning contracts relating to “services and/or supplies” are not eligible, and, therefore, do not fall under the category of “public works contracts” to which Article 26, paragraph 1, of Decree Law no. 50/2022 applies, including applications from RFI for €2.7 million. Furthermore, as mentioned above, the 2026 Budget Act provides for the refinancing of the fund by €1.1 billion to cover requests for compensation for expensive materials related to work performed in 2024 and 2025. Amendments to Legislative Decree no. 36 of 31 March 2023 (Code of Public Contracts) Decree Law no. 73 of 21 May 2025, mentioned above, as converted, with amendments, into Law no. 105 of 18 July 2025, makes amendments to Legislative Decree no. 36 of 31 March 2023 (Code of Public Contracts), laying down separate provisions for “emergency procedures” (Article 140) and for “civil defence procedures” (new Article 140-bis). For the latter procedures, direct award is permitted even above the limits set out in Article 140, paragraph 1, of the Code, and further exceptions to the ordinary rules are applied for events for which a state of emergency of national significance has been declared. Furthermore, the decree amends Annex V.2 of the Code of Public Contracts regarding the procedures for establishing the technical advisory board (TAB) to clarify that the MIT appoints a member of the Board, not only in cases where it participates in financing the expenditure, but also when it acts as the granting authority. We must note urgent provisions regarding price revisions since the decree provides for a modification to the price revision model for contracts (including railway contracts) which have been already awarded on the basis of initial tender documents, drafted pursuant to Article 29, paragraph 1, letter a), of Decree Law no. 4/2022, bringing it into line with the provisions of Article 60 of the

Code of Public Contracts. Tax incentives for biodiesel Decree Law no. 84 of 17 June 2025, on “Urgent provisions on tax matters”, as converted, with amendments, into Law no. 108 of 30 July 2025, lays down provisions regarding incentives applicable to biodiesel, establishing that the incentive scheme for biodiesel shall have a term of 6 years from the date of publication of the relevant implementing decree, and providing that biodiesel must comply with the sustainability criteria established by Regulation (EU) 651/2014 in order to qualify for the tax incentives provided for diesel fuel. Furthermore, the implementing decree shall also regulate the procedures for reporting the results of audits of compliance with sustainability criteria to the Customs and Monopolies Agency. Fund for urban regeneration Decree Law no. 95 of 30 June 2025, on “Urgent provisions for the financing of economic activities and businesses, as well as social initiatives and measures concerning infrastructure, transport, and local entities”, as converted, with amendments, into Law no. 118 of 8 August 2025, provides for the establishment of the “National fund for urban regeneration”, with an allocation of €50 million for the year 2025, and €30 million for the year 2026. The criteria for allocating the Fund’s resources will be defined by a decree of the MEF, in agreement with the MASE (Ministry of the Environment and Energy Security) and the MIT. Solo train operator - Amendment to Decree no. 19 of 24 January 2011 Interministerial Decree no. 152 of 4 August 2025 makes amendments to Ministerial Decree no. 19 of 24 January 2011, regarding the procedures for implementing on-site first aid in the railway sector, pursuant to Decree Law no. 81/2008 on the protection of occupational health and safety. Occupational safety Law no. 167 of 10 November 2025, on “Measures for regulatory simplification and the improvement of regulatory quality, and delegation of powers to the Government for simplification, reorganisation, and restructuring in certain areas”, authorises the Government, within 24 months of the law’s entry into force, to adopt legislative decrees to coordinate regulations on the protection of workers’ health and safety in the port, maritime, fishing vessel, and railway sectors with the provisions of Legislative Decree no. 81/2008, ensuring existing levels of protection, and defining roles and responsibilities regarding safety, as well as, within the same time limit, to coordinate the provisions of the same legislative decree with the regulations laid down in Law no. 191/1974, Directors‘ report

governing the prevention of accidents at work in services and facilities operated by the Autonomous State Railway Company, and the related implementing decrees, as well as the current regulations governing rail transport. Legislative Decree no. 213 of 31 December 2025, on the “Implementation of Directive (EU) 2023/2668 of the European Parliament and of the Council of 22 November 2023 amending Directive 2009/148/EC on the protection of workers from the risks related to exposure to asbestos at work”, makes amendments to Legislative Decree no. 81/2008 (Consolidated Act on Occupational Safety). In particular, among other things, it lays down provisions concerning the assessment of risks associated with asbestos removal, the retention of related documentation for 40 years, technical requirements and Personal Protective Equipment (PPE), specific Education and training for workers, and Health surveillance. Provisions regarding renewable energy production plants In 2025, the following measures came into effect with regard to eligible areas for the construction of renewable energy production plants. Decree Law no. 73 of 21 May 2025, mentioned above, makes amendments to Article 12 of Legislative Decree no. 190/2024 (acceleration areas and regulations governing the relevant administrative regimes), providing, among other things, that each region and autonomous province adopt the Plan for the identification of onshore acceleration areas for renewable energy plants by 21 February 2026, including on the basis of the eligible areas identified in accordance with the law. Decree Law no. 175 of 21 November 2025, on

Ferrovie dello Stato Italiane Group

“Urgent measures regarding the Transition Plan 5.0 and the production of energy from renewable sources”, as converted, with amendments, into Law no. 4 of 15 January 2026, identifies the sites and facilities owned by FS Group companies and railway infrastructure managers, as well as by highway concessionaires, as eligible areas for the construction of onshore renewable energy production plants. It further provides that, within 120 days of its entry into force, each region and autonomous province shall identify, through its own legislation, eligible areas for the installation of additional facilities beyond those identified by the decree, in accordance with certain principles and criteria established therein. Legislative Decree no. 178 of 26 November 2025, on “Supplementary and corrective provisions to Legislative Decree no. 190 of 25 November 2024, regulating administrative regimes for the production of energy from renewable sources, in implementation of Article 26, paragraphs 4 and 5, subparagraphs (b) and (d), of Law no. 118 of 5 August 2022”, provides that, with regard to eligible areas, it is always possible to apply the principle of overriding public interest to renewable energy production plants located within eligible areas and acceleration areas. It further specifies that, in the event that projects subject to free activity fall within eligible areas or acceleration areas, the compatibility of such projects with approved town planning schemes and applicable building regulations is to be understood as implicit and, therefore, already established. Legislative Decree no. 5 of 9 January 2026, on the “Implementation of Directive (EU) 2023/2413

of the European Parliament and of the Council of 18 October 2023 amending Directive (EU) 2018/2001, Regulation (EU) 2018/1999 and Directive 98/70/EC as regards the promotion of energy from renewable sources, and repealing Council Directive (EU) 2015/652”, transposes Directive (EU) 2023/2413 on the promotion of energy from renewable sources and establishes, among other things, the national target for the share of energy from renewable sources in gross final energy consumption to be achieved by 2030, set at 39.4%. The decree also aims to accelerate the installation of new RES facilities by designating acceleration areas with simplified authorisation procedures. With regard to the transport sector, the final text sets out obligations regarding the use of renewable energy, with specific regard to renewable electricity and advanced fuels, including RFNBO (Renewable Fuels of Non-Biological Origin) and green hydrogen. Finally, the monitoring, certification, and antifraud systems overseen by GSE are strengthened. Implementation of Directive (EU) 2024/1226 Legislative Decree no. 211 of 30 December 2025, on the “Implementation of Directive (EU) 2024/1226 of the European Parliament and of the Council of 24 April 2024 on the definition of criminal offences and penalties for the violation of Union restrictive measures and amending Directive (EU) 2018/1673”, implements Directive (EU) 2024/1226 on the definition of criminal offences and penalties for violations of European Union restrictive measures, providing for new criminal offences into the Italian Criminal Code, establishing financial penalties for companies according to Legislative Decree no. 231/2001, and regulating the protection

of whistleblowers. In particular, it establishes fines for companies proportional to their turnover, with minimum amounts in millions of euros in cases where turnover cannot be determined, and disqualification sanctions (suspension of work) ranging from 1 to 6 years, depending on the parties involved. NRRP Decree Law Decree Law no. 19 of 19 February 2026, on “Additional urgent provisions for the implementation of the National Recovery and Resilience Plan (NRRP) and regarding cohesion policies”, which is in the process of being converted, in addition to the specific provisions for business units already mentioned, provides as follows: • regarding responsibility for achieving the NRRP objectives, the entities implementing NRRP projects shall make the following documents available on the ReGiS system, for each intervention, by the tenth day of each month: the updated financial and procedural time schedule, the financial and procedural progress recorded as of the previous month, along with a certification of the actual capacity to achieve the NRRP objective assigned to the intervention, or any critical issues regarding such achievement. Central authorities responsible for NRRP measures and implementing parties shall perform monitoring, management, reporting, and control work even beyond 31 December 2026, and until the completion of obligations related to the NRRP, through the ReGiS platform. The State General Accounting Office shall ensure the development of the necessary functionalities of ReGiS, also in view of any monitoring requirements for other programmes and interventions financed

Directors‘ report

with national and European funds, including any related specialist technical support actions, including by engaging state-owned firms; • with regard to Simplification measures for the implementation of projects under the NRRP and for the completion of those no longer funded by NRRP resources, the article lays down provisions, among others, according to which simplification measures regarding the award of public contracts for projects under the NRRP shall apply to interventions no longer funded, either in whole or in part, by NRRP funds in order to ensure their completion; • regarding Measures concerning administrative regimes, it lays down certain provisions aimed at accelerating and simplifying the procedures related to the simplified and simultaneous services conferences referred to in Articles 14-bis and 14-ter of Law no. 241/1990, as well as amends Article 20 of the aforementioned law concerning tacit consent, clarifying that it does not apply in cases where the application has not been received by the competent authority, or lacks the essential elements necessary to identify the subject matter and grounds for the requested measure; • as part of Simplification measures for the implementation of projects under the NRRP and for the completion of those no longer funded by NRRP resources, the central authorities responsible for implementing the reforms and investments outlined in the NRRP shall adopt the necessary measures to ensure the reporting and formalisation of payment requests for NRRP projects. If, in order to incorporate the amendments laid down in the Council’s implementing decision of 27 November 2025, it becomes necessary to update measures already adopted regarding allocated amounts, timelines, and the type of interventions, the authorities concerned shall carry out the update through their own measures, adopted in derogation from the provisions of law governing the procedures for adopting the measures to be updated; • with regard to Urgent measures concerning investments financed with resources from the Development and Cohesion Fund, it establishes that cohesion agreements may be amended by mutual agreement of the parties following verification of the financial balances and, in the event of a change to the time schedule, it is no longer necessary for the Contracting authority to provide adequate proof “of the impossibility of complying with the schedule due to circumstances

Ferrovie dello Stato Italiane Group

not attributable to itself or to the party implementing the intervention or action line.” It also provides that, for each financial year and for each Cohesion Agreement, an advance payment equal to 20% of the annual financial plan shall be disbursed, rather than 10%. Furthermore, it provides for an increase of €200 million for the year 2026 in the Tourism Fund; • regulations governing the management of resources related to NRRP measures, as set forth in Annex 2 of the decree, concerning savings accrued within the scope of the measures. It is also provided that, after the deadline of 30 June 2026 has passed, one or more decrees of the MEF shall identify the resources for which there are no legally binding obligations, and which are not necessary for the achievement of the NRRP objectives subject to reporting to the EU. A Prime Minister Decree will then allocate the resources to specific initiatives, including the refinancing of the Fund to address urgent needs. EU Guidelines on state aid for railway undertakings On 16 March 2026, the European Commission adopted the new Land and Multimodal Transport Guidelines (LMTGs), and the new Transport Block Exemption Regulation (TBER). These two measures profoundly reform the relevant framework for State aid in the field of land transport, particularly rail and intermodal transport, and will enter into force on 30 March 2026. Specifically: • the Guidelines replace the previous 2008 measures on aid to railway undertakings and establish the conditions under which State aid, subject to the notification requirement under Article 108(3) of the TFEU, may be declared by the Commission to be compatible with the domestic market; • the Regulation makes additions to the Guidelines and exempts certain categories of aid from the prior notification requirement. The scope of application of the two acts covers aid to reduce the external costs of transport, for the launch of new commercial services, relating to the reimbursement of public service obligations in the rail freight sector, and the procedures for awarding such obligations (Guidelines only), for the construction, modernisation and renovation of railway and multimodal service facilities and railway connections, and for the purchase of rail transport vehicles, the purchase of Intermodal Loading Units (Regulation only), investments in interoperability, and investments that promote technical adaptation and modernisation.

3. RISK MANAGEMENT RISK MANAGEMENT FRAMEWORK AND GOVERNANCE ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model(s) The Group’s risk management activities, which form an integral part of the Internal Control and Risk Management System (ICRMS), are carried out in accordance with the rules and methodologies set out in the specific Framework, inspired by the Corporate Governance Code and national and international best practices, including the UNI ISO 31000:2018 standard “Risk Management - Principles and Guidelines” and the “COSO Enterprise Risk Management Framework Integrating with Strategy and Performance”. The Risk Management organisational unit of FS, operating within the Anti-Corruption, Risk & Compliance area, ensures the direction and coordination of the relative activities carried out by the companies of the Group, through the definition of strategies and policies, of which it also guarantees the monitoring, implementation control and reporting to the corporate governance and control bodies and to the internal stakeholders, with particular reference to the Control and Risk Committee. The company Risk Management organisational units implement the strategies, guidelines and policies defined by the Holding Company, ensuring the monitoring of risks at the relevant company. The risk approach adopted envisages that risk analyses are conducted by the Risk Management function, together with the process managers concerned, in a differentiated manner depending on the characteristics

of the activity being assessed: • enterprise risk management, concerning all aspects of corporate operations; • strategic risk management, concerning strategic planning and operational programming; • international & project risk management, concerning project initiatives and capital allocation, also abroad. In continuity with the past, the main Group companies carried out a risk assessment campaign in 2025, which was focused on process risks and one dedicated to the identification of top risks & opportunities on the strategic objectives of the Industrial Plan, with methodological coordination by the Holding company. In compliance with the Governance model adopted by FS, the risk analyses relating to health and safety (including those provided for by Legislative Decree no. 81/2008, as amended and supplemented), and the safety of infrastructures, transport and traffic, as well as the technical-operational and environmental regulatory compliance, fall for all purposes within the full and exclusive sphere of decision-making, management and operational autonomy of the individual Group companies and of the persons in charge, in accordance with the laws and regulations in force. In addition, a dedicated risk analysis is included in the Consolidated Sustainability Report, “Stakeholder engagement and double materiality process” section. For further details on these issues, please refer to the dedicated paragraphs.

Directors‘ report

RISK CATALOGUE In carrying out its risk management activities, the FS Group adopts the following taxonomy divided into four macrocategories (Strategic, Operational, Regulatory, ESG):

Market

Risks arising from market changes which can compromise or reduce the capacity of creating added value and profitability

Macroeconomic

Risks which reflect macroeconomic shocks that can affect a country, a continent or have a worldwide impact

Financial

Risks involving unexpected investment fluctuations (exchange rate, interest rate, liquidity)

Business & Development

Risks affecting the capacity of creating, maintaining and developing business

Infrastructure & Means

Risks affecting the management and development of the network and of the (road and rail) infrastructure as well as the fleet (trains, buses, vessels)

Technology & Digital

Risks linked to the digital transition process, the development and management of IT systems

Supply Chain

Risks linked to the supply chain (suppliers’ qualification, negotiation process, contract management)

People & Organisation

Risks arising from the lack of internal skills, inadequacy of training programmes, of the turnover planning process and inefficacy of the recruitment and retention policies

Security

Risks linked to the physical and logical security of people, assets and proprietary information or under the responsibility of the FS group

Safety

Risks connected with environmental protection activities, workplace and operational safety

Design and Implementation

Risks connected with the design and implementation of job contract works, projects and programmes

Brand and Communication

Risks connected with the spreading of reports, communications or other notices with wrong, inaccurate or incomplete information

Compliance

Risks of infringement of laws and international and/or national regulations

Regulatory

Risks anticipating an adverse change to the regulatory framework and the issue of unfavourable acts/provisions

Legal and Contractual

Risks around dispute management and contract nonperformance

Strategic

Risks linked to market changes, macroeconomic shocks and unexpected investment fluctuations

Operational

Risks linked to the business, the network and the infrastructure, the technology systems, the supply chain, the organisation, health and safety, project and brand management

Regulatory

Risks linked to the infringement of laws and regulations, changes in the regulatory framework and issue of unfavourable acts, contract non-performance and disputes

Ferrovie dello Stato Italiane Group

ESG

Risks linked to the environment and the climate change, to social and governance issues

Environment

Risks connected with the climate change and a policy for a transition to low-carbon economy

Social and Human Rights Protection

Risks connected with social tensions and failure to respect or low respect for human rights

Governance

Risks connected with corporate governance rules and with the process of assignment of delegated powers

Ethics

Risks deriving from intentional incorrect or corruptive behaviours put in place by persons inside and outside the Group in order to obtain improper or illicit advantage

Directors‘ report

Strategic risks Risks

Management Actions

ɢ Exposure of foreign invested capital ɢ Entry of new competitors ɢ Changes in customer habits, needs and preferences ɢ Dependence on key customer

ɢ Strengthening and modernisation of the fleet ɢ Partnership with major operators ɢ Strengthening intermodal integration ɢ New programmes to build customer loyalty ɢ Dynamic pricing policies, differentiated marketing

Opportunities

Market

ɢ Market orientation ɢ

actions by segments and technological investments for the integration of sales channels Reorganisation of business chains for specialisation and expansion of the range of services offered to customers

toward environmentally sustainable mobility Growth in leisure and bleisure travel

Macroeconomic

ɢ Economic and financial crisis in business-relevant sectors ɢ Geopolitical instability ɢ Inflationary scenario and price increases ɢ Price volatility (e.g. commodities, raw materials)

ɢ Continuous monitoring of trends in key ɢ ɢ ɢ ɢ

macroeconomic indicators and commodity and energy price Energy efficiency of both fleet and industrial facilities, including through self-generation of renewable energy Insurance coverage and contractual clauses (fuel surcharge) Synergies in centralised procurement of railway equipment Expansion of the supplier portfolio

Financial

ɢ Critical issues in access to public grants or funds ɢ Interest rate fluctuations ɢ Credit risk ɢ Liquidity risk

ɢ Re-prioritisation of investments ɢ Monitoring of cash flows ɢ Access to dedicated credit lines ɢ Search for alternative forms of financing (e.g. ɢ ɢ

green finance, European funds, regional funds, funds from other ministries) Revision of economic and financial plans for service contracts Talks with institutional stakeholders

ɢ Access to funds through ɢ

sustainable finance instruments Access to new forms of public grants and funds

Operational risks Risks

Management actions

Opportunities

Business & Development

ɢ Critical issues in the definition,

ɢ Identification of parallel initiatives for organic

ɢ Market orientation

ɢ ɢ

ɢ ɢ ɢ

implementation and updating of inorganic growth projects Failure to award or renew concessions, service contracts Critical issues in the definition, implementation and updating of strategies and the commercial offer Critical issues in planning or operational scheduling Critical issues in the definition and development of urban regeneration projects Critical issues in scouting, defining, developing, implementing, or updating innovative solutions

growth (e.g., hiring specialist staff, investing in railway assets/rolling stock) Strengthening of coordinated efforts to minimise the impact on service on major lines Strengthening of relationships with Railway Undertakings Evolution of sales channels, new CRM, and Dynamic Pricing model

toward environmentally sustainable mobility Development of new businesses in the operation of Stations

Infrastructure and Means

ɢ Critical issues in the definition, ɢ ɢ ɢ 48

implementation or upgrading of the manufacturing or maintenance network Inadequacy or obsolescence of rail and road infrastructure Inadequacy or obsolescence of the fleet (trains, buses, ships, logistics and technical vehicles) Unavailability of rail or road infrastructure

Ferrovie dello Stato Italiane Group

ɢ Capacity upgrading of the rail network ɢ Use of innovative ɢ Enhancement of stations and related services technologies and facilities ɢ Advanced diagnostics and predictive maintenance ɢ Contingency Plan ɢ Enhancement of alternative and infomobility services to customers ɢ Fleet renewal ɢ Scheduling of non-routine maintenance work

Operational risks Risks

Management actions

Opportunities

Technology & Digital

ɢ Critical issues in the design,

ɢ ɢ ɢ

development, implementation or upgrading of infrastructure, technological tools or digital applications Unavailability of infrastructure, technological tools or digital applications Inadequacy or obsolescence of infrastructure, technological tools or digital applications Rapid spread of disruptive technological and digital innovations

ɢ Distribution of essential services across multiple digital platforms ɢ Updating of technological and organisational “up-to-date” measures ɢ Increased training and awareness initiatives ɢ Upgrading of the Cyber Security Operation Center (C-SOC) ɢ Expansion of in-house staffing with specialist

ɢ Utilisation of new digital

ɢ Definition of flexible contractual instruments ɢ Strengthened relations with Italian and European industry associations ɢ Vendor rating ɢ Periodic analyses of turnover, dependence and concentration of the supplier base ɢ Scouting for new suppliers ɢ Collaboration with other railway companies

ɢ New digital tools

ɢ Updating of remuneration, training and job diversification policies ɢ Development and optimisation of tools and

ɢ Improving the Group’s appeal ɢ Staff upskilling ɢ Improving work-life

(Artificial Intelligence) and technological (Quantum Computing) tools

personnel

Supply Chain

ɢ Critical issues in defining procurement strategies ɢ Critical issues in defining or updating requirements ɢ Critical issues in sourcing goods or services ɢ Critical issues in qualifying, selecting, ɢ ɢ

or contracting with suppliers or contractors Inadequate performance by suppliers or contractors Dependence on key suppliers or contractors

(Artificial Intelligence) for the development of a spending analysis system M&A transactions

People and organisation

ɢ Shortage of professionals with ɢ ɢ ɢ ɢ

specialist or emerging skills (key people) Critical issues in staff sizing or allocation Critical issues in the definition, implementation or updating of remuneration policies Critical issues in relations with trade unions Changes in personnel expectations

ɢ ɢ ɢ ɢ ɢ

methodologies to support selection and training processes Diversity&Inclusion plan and interventions to support the Group’s company people (internal caring, social policies, engagement) Updating of recruitment plan Agreements and talks with trade unions FS School Project to support the development of specific trades and skills Identification/mapping of key roles and development of specific plans

balance

Security

ɢ Unauthorised physical access to ɢ ɢ ɢ ɢ ɢ

railway or road infrastructure, vehicles, and other assets Destruction, damage or theft of company or third-party assets or property Assaults on staff, customers, suppliers or third parties Critical issues in crisis management Cyber-attacks to infrastructure, technological tools or digital applications Loss of confidentiality, integrity or availability of data or information

ɢ Enhanced local asset control and monitoring ɢ Increased security level ɢ Updating and upgrading of technological and organisational security measures ɢ Improved staff protection equipment and specialist training courses ɢ Definition of procedures and adoption of tools for crisis management ɢ Verification of emergency plans through exercises, ɢ

also in coordination with companies at significant risk adjacent to the infrastructure Agreements/Memoranda of understanding with Bodies and Authorities

Design and Implementation

ɢ Critical issues in the coordination or ɢ ɢ ɢ

monitoring of job orders, programmes or projects Critical issues in design Critical issues in implementation Critical issues in the validation, testing, delivery and/or commissioning

ɢ Risk-based approach (Project Risk Management) ɢ FS-NRRP steering committee ɢ Monitoring of the physical, economic and financial performance of infrastructure interventions ɢ Interaction with Public Bodies and other national and international stakeholders ɢ Re-engineering and optimisation of processes ɢ Quality Management System

Directors‘ report

Regulatory risks Risks

Management acitons

Opportunities

Compliance

ɢ Critical issues in identifying changes in ɢ Definition and implementation of legislation, regulations or standards compliance programmes ɢ Non-compliance with legislation, ɢ Monitoring of legislative and regulations or standards regulatory developments ɢ Training/information initiatives Regulatory

ɢ Changes in legislation, regulations or standards ɢ Unfavourable or late acts/measures ɢ Critical issues in relations with institutional stakeholders ɢ Failure to provide for, or insufficient

ɢ Strengthening institutional relations ɢ Remodulation and reprioritising of investments ɢ Early use of public debate and other forms of stakeholder engagement

ɢ Greater environmental sustainability of rail transport ɢ New forms of partnership and collaboration with public institutions and authorities

provision of, public grants or funds

Legal and contractual

ɢ Critical issues in the definition or ɢ Monitoring of litigation developments application of contractual clauses ɢ Provisions ɢ Breaches of contract by or against the company ɢ Litigation with counterparties (suppliers, customers, personnel, bodies, associations, communities, etc.)

ESG risks Risks

Management actions

Opportunities

Environmental

ɢ Contaminated or damaged natural environment, or ecosystem collapse ɢ Chronic climate change ɢ Natural disasters ɢ Extreme weather and climate events ɢ Critical issues in the definition, ɢ

implementation and updating of adaptation or transition plans Counterparty’s failure to comply with the Group’s environmental sustainability principles

ɢ Definition and implementation of the ɢ Access to funds through sustainable Climate Change Adaptation Plan finance instruments ɢ Scenario analysis for assessing ɢ Use of innovative technologies and business impacts and resilience facilities ɢ Real-time monitoring of climate phenomena, assets and territories ɢ Supplier assessment in terms of sustainability ɢ Design and implementation of natively climate-resilient assets ɢ Improved institutional relations on ɢ

restoration and increased resilience of the infrastructure system Contractual clauses/insurance policies for environmental risk coverage

Social issues and Human Rights

ɢ Critical issues in stakeholder relations ɢ Group Code of Ethics ɢ Counterparty’s failure to comply with the ɢ Training, information and internal/ Group’s social sustainability principles external communication campaigns ɢ Discriminatory practices ɢ Manifesto of Values Ethics

ɢ Counterparty’s failure to comply ɢ ɢ

with the Group’s ethical principles or standards of conduct Employees’ failure to comply with the Group’s ethical principles or standards of conduct Bribery, fraud and collusive arrangements between employees and counterparties, both public and private

ɢ Group Anti-Corruption Policy ɢ Definition of procedures and adoption of tools for whistleblowing ɢ Corporate organisational, management and control models ɢ ISO 37001 certification ɢ Adherence to the United Nations Global Compact ɢ Training, information and internal/ external communication campaigns ɢ Signing of conventions, protocols ɢ ɢ

Ferrovie dello Stato Italiane Group

and agreements with Bodies and Authorities Supplier appraisal and audits Integrity Clause

ESG risks Risks

Management actions

Opportunities

Governance

ɢ Critical issues in defining or ɢ

implementing relationships between corporate functions or Group companies Critical issues in defining, implementing, or upgrading the system of powers of attorney and proxies

ɢ Digitisation of information flows ɢ Monitoring tools

Directors‘ report

4. REPORT ON CORPORATE GOVERNANCE AND THE OWNERSHIP STRUCTURE Introduction This section of the directors’ report provides a description of the key corporate governance policies that the FS Group follows and which the FS Holding company, has defined. Furthermore, this section meets the specific disclosure requirements of article 123-bis (Report on corporate governance and the ownership structure) of Legislative decree no. 58/1998 - Consolidated Finance Law with respect to the information required by paragraph 2.b18. In addition, this section includes the information indicated in the directive of the Ministry of Economy and Finance (“MEF”) of 24 June 2013 “regarding the adoption of the criteria and methods for the appointment of members of the Board of Directors and the remuneration policies for senior managers of companies directly or indirectly controlled by the MEF” with respect to the request addressed to issuers of financial instruments listed on regulated markets in order to illustrate and justify the remuneration policies in place for directors with special powers in the “Report on corporate governance and in the financial statements”, based on the recommendations of the Treasury Department. This Report also meets the new requirements of the CSRD Directive regarding, in particular, ESRS G 1 and ESRS G 2. The Group FS SpA is wholly owned by the State through the sole shareholder, the “MEF”, which exercises its ownership powers jointly with the Ministry of Infrastructure and Transport (the “MIT”). The corporate purpose of FS SpA is governed by article 4 of Articles of Association (also available on the Company’s website) and is focused on the mission assigned to the Parent Company, considering the Group’s organisational structure provided for by the Strategic Plan. It consists in managing investments in companies operating in the sectors indicated in article 4 of the Articles of Association, providing general strategic guidance, defining and coordinating of the Group’s business model. The Board of Directors’ meeting of FS held on 21 March 2025 approved the issuance of the new Group Governance Model in accordance with the FS Group Rules. A structure is established, which provides for the identification of the following Business Units (BUs): i. Infrastructure – Railways BU headed by Rete Ferroviaria Italiana SpA;

ii. Infrastructure – Roads BU headed by Anas SpA; iii. Transport – Freight BU headed by FS Logistix SpA19; iv. Transport - International Passengers BU headed by FS International SpA; v. Transport – Passengers BU headed by Trenitalia SpA. The aforementioned companies are qualified as “Business Unit Lead Companies.” In compliance with the regulations in force and without prejudice to the full operational, organisational and risk management autonomy of the direct and indirect subsidiaries, FS performs functions of strategic guidance, supervision and implementation and financial coordination of the common business design of the Group, and carries out direction and coordination activities with respect to the BU Lead Companies and of the other Companies that are directly controlled by FS. Each BU Lead Company carries out technical and operational coordination and control over its subsidiaries. The new organisational structure aims to achieve a shift from a mixed approach (performance of management and coordination on both a participatory and contractual basis) to a “vertical” approach on a participatory basis only concerning direction and coordination activities within the Group. Furthermore, the structure is completed with the companies that provide shared services (including Ferservizi SpA, Fercredit SpA, FSTechnology SpA, FS Security SpA, and FS Energy SpA), which are directly controlled by FS SpA. In line with the new Group structure, the governance model now consists of two separate levels of direction and coordination: • the first level, in which the Holding Company provides for general strategic guidance and the definition, supervision, and implementation and financial coordination with respect to directly-owned companies20; • the second level, for guidance, and technicaloperational coordination and control, including risk management models, systems and protocols, by each BU Lead Company with respect to its own subsidiaries, as well as by other direct subsidiaries of FS with respect to the companies they control. The Corporate Governance structure of FS SpA and its main subsidiaries is organised according to the traditional system: the Shareholders’ Meeting appoints a Board of

18. FS SpA, as the Entity issuing bonds listed on regulated markets in the EU, with Italy as the originating member state, is accordingly considered to be a Public Interest Entity under Article 16 of Legislative Decree no. 39/2010, and is subject to the regulatory obligations in place in Italy and the country where the bonds are placed. However, FS SpA has not issued shares traded on regulated markets or multi-lateral trading systems. Accordingly, it exercises its right under Article 123-bis.5 of the Consolidated Finance Law to not publish the information required by paragraphs 1 and 2 of said article, except for that required by letter b of paragraph 2. 19. Formerly Mercitalia Logistics SpA until 7 April 2025. 20. Specifically: Rete Ferroviaria Italiana SpA, Trenitalia SpA, FS Logistix SpA, FS International SpA and Anas SpA, which, within the Group’s organisational structure, are identified as the Lead Companies of their respective BUs, as well as Fercredit Servizi Finanziari SpA, Ferservizi SpA, FS Security SpA, FS Sistemi Urbani SpA, FSTechnology SpA and FS Energy SpA (collectively referred to as “FS Direct Subsidiaries”).

Ferrovie dello Stato Italiane Group

Directors (BoD) which is responsible for management and a Board of Statutory Auditors responsible for controls. The Shareholders’ Meeting also appoints, upon the proposal of the Board of Statutory Auditors, the Independent Auditors. Pursuant to article 12 of Law no. 259/1958, the Court of Auditors’ Magistrate, appointed to control financial management attends the meetings of the BoD and the Board of Statutory Auditors. According to the Articles of Association, the BoD: (i) appoints the Chief Executive Officer (CEO); (ii) can delegate powers to the Chairperson, based on the

shareholders’ resolutions; (iii) establishes committees responsible for investigating, consultation and proposals, where necessary; and (iv) appoints the Officer in charge of Financial Reporting (also “Financial Reporting Officer”, or “FRO”) as per article 154-bis of the Consolidated Finance Law. As of 31 December 2025, FS SpA’s share capital amounted to € 31,062,952,307.00, and was fully paid up. The current FS SpA’s corporate governance structure is illustrated below, referring the reader to the following sections for any details.

SHAREHOLDERS’ MEETING BOARD OF STATUTORY AUDITORS

BOARD OF DIRECTORS

Tommaso Tanzilli Chairman Stefano Antonio Donnarumma Chief Executive Officer and General Manager

Rosalba Cotroneo Chairwoman Sergio Duca Marino Marrazza Standing Statutory Auditors Letteria Dinaro Francesco Tulimieri Alternate Statutory Auditors

Pietro Bracco Director Loredana Ricciotti Director

Caterina Belletti Director Tiziana De Luca Director Franco Fenoglio Director

Corporate Affairs and Corporate Governance of FS and of the Group BoD Secretary

Independent Auditors PricewaterhouseCoopers SpA Supervisory Body Maurizio Bortolotto Chairman

Liliana Cataldi Désirée Fondaroli

Court of auditors’ magistrate appointed to oversee financial operations Piergiorgio Della Ventura Valentina Papa Delegate Reporting directly to the CEO and General Manager Francesco de Leo

Governance, Appointment and Remuneration Committee Franco Fenoglio Chairman

Loredana Ricciotti Control and Risk Committee Pietro Bracco Chairman

Chief People, Culture & Transformation Officer

Sustainability Committee

Massimiliano Garri

Giovanni Papaleo

Caterina Belletti Chairwoman

Salvatore Iannicelli

Fabio Paris

Chief Financial Officer

Chief Audit Officer

Giuseppe Inchingolo

Davide Salzano CEO Office

Alessandro Perrino

Roberto Massi

Mario Antonio Scino

Fabio Paris

Chief Security Officer

Chief Corporate Affairs, Communication & Sustainability Officer Chief Risk & Compliance Officer

Chief Shared Services Officer

General Counsel

Caterina Belletti Tiziana De Luca

Gian Luca Orefice

Chief Global Strategy & International Officer Chief Technology, Innovation & Digital Officer

Pietro Bracco

Franco Fenoglio Loredana Ricciotti

Officer in charge of Financial Reporting

Directors‘ report

Shareholders’ Meeting The Shareholders’ Meeting of FS SpA, composed by the sole shareholder, the MEF, is subject to the provisions of law and the Articles of Association. In 2025, the Shareholder’s Meeting was held once in ordinary and extraordinary sessions. FS SpA’s Board of Directors Composition and appointment Pursuant to article 10 by the Articles of Association, the BoD is made up of three to nine members appointed by the Shareholders’ Meeting. To accept directorship and remain in office, candidates must meet the requirements of the applicable legislation, the Articles of Association and the MEF’s directives. The regulation of the BoD (as per the paragraph “Roles and duties”) requires that the aforesaid board verify compliance with these requirements after appointment and subsequently once a year. To this end, the directors (i) issue a statement certifying that they meet the requirements when they accept the candidature and the office, (ii) renew such statement each year and (iii) immediately notify the BoD of any changes that occur. The BoD is also required to assess, with the support of the competent board committee, whether the directors also meet the independence requirement after they have been appointed and subsequently each year, based on the directors’ specific statements to this effect. The independence requirement - as defined by the Corporate Governance Code for Listed Companies

approved by the Corporate Governance Committee promoted by Borsa Italiana S.p.A - is applicable to FS SpA solely for the composition of the board committees. The Articles of Association allows Directors to whom management powers of the BoD have been continuously delegated, pursuant to Article 2381 paragraph 2, of the Italian Civil Code to hold the position of Director in no more than two additional Boards of Directors of companies limited by shares (excluding positions in subsidiaries or associates); while for Directors to whom such powers have not been delegated, they may hold the position of Director in no more than five additional Boards of Directors of companies limited by shares. The Articles of Association also require that the composition of the BoD ensures a balance of the genders so that at least two-fifths of the members are of the gender with fewer members, without prejudice to compliance with applicable legislation. As a result, the Shareholders’ Meeting held on 27 June 2024 resolved to appoint a new Board of Directors for the three-year period 2024-2026 (until the date of the Shareholders’ Meeting to approve the 2026 financial statements), composed of seven members: Tommaso Tanzilli (Chairman), Stefano Antonio Donnarumma, Caterina Belletti, Pietro Bracco, Tiziana De Luca, Franco Fenoglio, and Loredana Ricciotti. On the same date, the Board of Directors appointed Mr. Stefano Antonio Donnarumma as CEO and General Manager.

ESRS 2 GOV-1 – The role of the administrative, management and supervisory bodies Regarding the diversity and experience in relation to the company’s sectors, products and geographical locations found in the composition of the management body in office as from 27 June 2024, the following should be noted: BACKGROUND DIVERSITY

GENDER DIVERSITY

14%

29%

43%

EXPERIENCE IN THE GROUP BUSINESSES

43%

14%

DIVERSITY BY AGE

6 14%

3 86% 29%

57%

Business Specialist Economic/legal Legal Economic/governance

Man Woman

Ferrovie dello Stato Italiane Group

30 - 50 >50

Infrastructure Transport Logistics Tourism

43%

Independence requirements were verified on five of the seven members of the Board of Directors in office, i.e. on all the “non-executive” members of the Board of Directors, with the exception of the CEO (since he is an “executive” member21) and the Chairman (since, although he is a “non-executive” member22, the related independence requirement is not relevant for the purposes of the composition of board committees). For the BoD appointed on 27 June 2024 and in office for the three-year period 2024-2026, four of the five “non-executive” members considered were “independent” (57%), as assessed by the Board of Directors itself at the BoD meetings held on 3 April 2025 and 2 April 2026. It should be noted that there are no representatives of employees and other workers on the administrative, management and supervisory bodies of FS SpA. Roles and duties FS SpA’s management body operates as collective body in the form of the Board of Directors. The BoD is responsible for managing the company and carrying out all operations necessary to achieve the corporate purpose. In accordance with the Articles of Association, FS SpA’s BoD also resolves on certain matters otherwise reserved to the extraordinary Shareholders’ Meeting’s meeting (such as mergers and demergers, where provided for by law, establishing and closing branches and updating the Articles of Association to meet regulatory provisions). In accordance with Article 2410 of the Italian Civil Code, FS SpA’s BoD also approves bond issues. Pursuant to the Articles of Association, the BoD delegates its duties, to the extent permitted by Article 2381 of the Italian Civil Code, to one of its members (the CEO). Following the Shareholders’ Meeting resolution, the BoD can delegate duties, including operating duties, to the Chairperson on the aspects that may be delegated pursuant to the law, indicated by the Shareholder, and determine their actual content. The BoD of FS SpA, with the resolution passed on 27 June 2024, substantially confirmed the governance structure that the company had adopted in previous terms of office, and therefore specifically indicated the matters and powers exclusively reserved to the BoD and the special duties to be assigned to the Chairperson (as authorised by the Shareholders’ Meeting), so that the CEO is given all the remaining powers of administration. In particular, in addition to the matters that cannot be delegated under law, the BoD retained exclusive responsibility for economic and strategic decisions such as: defining - upon the CEO’s proposal - the

company’s and the Group’s strategic guidelines; approving the company’s and the Group’s long-term business plan and annual budget; resolutions concerning financial transactions for amounts above a certain limit; resolutions on the purchase/sale and lease of companies and business leases, on the purchase/sale of equity investments above a certain percentage of ownership; non-recurring transactions involving the “strategic companies” that are direct subsidiaries of FS SpA and deciding how to vote at the Shareholders’ Meetings’ of the same companies; appointing the Boards of Directors and Boards of Statutory Auditors of the “strategic companies”. For details on the information flows to the BoD, reference should be made to the paragraph “Meetings and functioning” further on. The BoD has therefore entrusted the CEO with all powers to manage the Company except for those assigned to the Chairperson and those that the BoD exclusively retained (in addition to the powers that cannot be delegated by law); pursuant to article 12 of the Articles of Association, the CEO also ensures that the organisational, administrative and accounting system is consistent with the nature and size of the business and reports to the BoD and to the Board of Statutory Auditors at least once every three months on the general performance of operations and outlook and on the company’s and its subsidiaries’ most significant transactions in terms of size or characteristics. At the meeting held on 27 June 2024, the BoD also assigned the Chairman - with the Shareholders’ Meetings’ prior authorisation of the same date - specific duties regarding: • representation in external and institutional relations in coordination with the CEO; • the coordination of internal control activities, guaranteeing the liaison between the Internal Audit Department and the BoD and - jointly with the competent committee - checking and monitoring (i) the procedures to ensure that related party transactions are transparent and substantially and formally proper, and (ii) the safeguards for conflicts of interest. The Chairperson and CEO have separate powers of representation of FS SpA pursuant to article 13 of the Articles of Association. Meetings and functioning • BoD Regulation During the meeting on 7 October 2024, the BoD approved, with the prior approval of the Governance, Appointments and Remuneration Committee and considering the principles and recommendations of the Corporate Governance Code for Listed Companies,

21. Please refer to the paragraph on “Meetings and functioning” for details on the content of the delegated management powers of the CEO. 22. Please refer to the paragraph on “Meetings and functioning” for details on the content of the authority granted to the Chairman.

Directors‘ report

a regulation (the “BoD Regulation”), the text of which is in substantial continuity with that adopted for the previous term of office and which, in line with the Articles of Association and supplementing them, establishes the operating rules for the Board of Directors and, in particular: (i) how meetings are called and minutes are taken; (ii) the procedures for the management of reporting to directors; (iii) the Board’s self- assessments activities; and (iv) protecting the confidentiality of information. Specifically, the Chairperson calls the meetings of FS SpA’s BoD and presides over them. The BoD meets at least once every two months and, in any case, whenever the Chairperson or CEO believes a meeting is necessary or whenever most of its members or the Board of Statutory Auditors present a justified written request. The Board met 13 times in 2025, with each meeting lasting an average of three hours and one minute and with Directors’ overall participation rate of 100%. • Chairperson’s role and information to directors Under the BoD Regulation, the Chairperson, in the exercise of the duties assigned thereto by the law and the Articles of Association, promotes the best functioning of the BoD and the overall corporate governance system. To this end, with the Secretary’s assistance, the Chairperson organises and coordinates the BoD’s meetings, ensuring that board discussion is efficient and that the BoD resolutions are the result of useful and adequate debate with the knowledgeable, wellreasoned contribution of all members. Specifically, including through the Secretary, the Chairperson: a. liaises between the CEO/General Manager and non-executive directors; b. defines, having discussed it with the CEO/General 56

Ferrovie dello Stato Italiane Group

Manager, the proposed calendar of BoD meetings; c. the calling of the BoD meetings, with a notice that contains, among other things, the list of matters to be addressed and how to participate, which must be sent at least five days before the date scheduled for the meeting (or, in urgent cases, at least two days before) to each Director, standing Statutory Auditor and the Court of Auditors’ Magistrate; d. sees that the pre-meeting updates and additional information provided during the meetings enable the Directors to act in an informed manner; e. sees that the board committees’ work is coordinated with that of the BoD; f. in agreement with the CEO/General Manager, ensures that Company’s managers and Group’s managers/directors, as well as external consultants or experts, in BoD meetings to provide useful information or details on the items of the agenda; g. sees that all Directors and Statutory Auditors, during their term of office, may participate in initiatives to provide them with adequate knowledge of the sectors in which the Company and Group operate, business activities and changes therein, the principles of proper risk management and the applicable regulatory and legislative framework (i.e., board induction meetings); h. ensures the adequacy and transparency of the BoD’s self-assessment (“board review”), with the support of the Governance, Appointments and Remuneration Committee; i. sees that the resolutions of the Shareholders’ Meeting and the BoD are executed. Specifically, as regards the information flows, through the Secretary, the Chairperson takes steps so that the documentation supporting the discussion of the items of the agenda is made available in advance of the date of

the meeting, generally at least three days before (at least two days before if an urgent meeting is called). Where possible, the documentation is made available when the notice of call is sent. The Directors, standing Statutory Auditors and the Court of Auditors’ Magistrate receive information not only to discuss the matters for resolution by the BoD but they also receive periodic information flows on the following matters (including but not limited to those below): • the general performance of operations and outlook; • the activities carried out by the CEO/General Manager as delegated/attributed, the Group’s activities, the most significant impact on the financial statements, related party transactions and atypical or unusual transactions; • the implementation of the annual and long-term business plan; • prior information on transactions and decisions of strategic importance for the Company and/or of significant value, as defined by the BoD; • the Chairperson’s activities during the year in the performance of their duties; • any other activity, transaction or event deemed necessary to bring to the attention of the Directors and the Statutory Auditors. The Secretary of the Board of Directors The appointment of the Secretary of the BoD is governed by the Articles of Association and the BoD Regulation, which also states its requirements and duties. Specifically, the BoD approves the appointment and

revocation of the Secretary, upon the Chairperson’s proposal. The term of office coincides with that of the BoD that appointed the Secretary. The Secretary must meet the requirements of professionalism, experience, and independence. The Secretary supports the Chairperson (to which the Secretary reports) and provides, with unbiased judgement, assistance and advice to the Board on any relevant aspect for the proper functioning of the corporate governance system. Board Committees For the Board term of office 2024-2026, (i) the Control and Risk Committee, (ii) the Governance, Appointments and Remuneration Committee, and (iii) the Sustainability Committee were established with the BoD’s resolution of 23 July 2024. Their composition, functioning and duties are established in specific regulations approved by the BoD when they were set up. • Control and Risk Committee The following are members of the Control and Risk Committee: Pietro Bracco (non-executive and independent) Chairman; Caterina Belletti (non-executive and independent) and Tiziana De Luca (non-executive). This Committee is responsible23 for supporting the decisions of the Board of Directors regarding: • approval of periodic financial and non-financial reports; • internal control and risk management system.

23. ESRS 2 GOV-1 – The role of the administrative, management and supervisory bodies Specifically, it should be noted that, in accordance with the related Regulations, the Control and Risk Committee of FS SpA, in assisting the administrative body, performs, among other things, the following tasks: - with specific regard to the approval of periodic financial and non-financial reports: a) it evaluates, having heard the Officer in charge of Financial Reporting, the Independent Auditors and the Board of Statutory Auditors, the proper use of accounting principles and their homogeneity for the purposes of preparing periodic financial reports; b) it reviews and evaluates the reports prepared by the Officer in charge of Financial Reporting, on the basis of which it expresses an opinion to the BoD regarding the adequacy of the powers and resources assigned to the Officer in charge of Financial Reporting and the effective compliance with administrative and accounting procedures; c) it assesses the suitability of periodic information, both financial and non-financial, to properly represent the company’s business model, strategies, the impact of its activities and the performance achieved, coordinating with the Sustainability Committee for the profiles within its competence; d) it reviews the content of periodic non-financial information relevant to the internal control and risk management system; e) it provides observations, having heard the Board of Statutory Auditors, on the results set out by the Independent Auditors in the letter of suggestions, if any, and in the additional report addressed to the Board of Statutory Auditors; - with specific regard to the internal control and risk management system: a) it gives opinions and/or submits proposals on the internal control and risk management system, consisting of the set of rules, procedures and organisational units aimed at the effective and efficient identification, measurement, management and monitoring of the main impacts, risks and opportunities, to contribute to the sustainable success of the Company; b) it gives opinions on specific issues concerning the identification of the main business impacts, risks and opportunities and supports the evaluations and decisions of the administrative body relating to the management of impacts and risks arising from prejudicial facts of which the latter has become aware; c) it provides preliminary opinions on the appointment and dismissal of the head of the Internal Audit function, and on the definition of his remuneration, as well as on additional issues associated with the said function; g) it may entrust the Internal Audit function with the performance of audits on specific operational areas, giving notice thereof to the Board of Statutory Auditors; h) it gives opinions in the possible decision on the assignment to the Board of Statutory Auditors of the supervisory functions pursuant to Art. 6, paragraph 1, letter b) of Legislative Decree no. 231/2001 and holds periodic meetings with the Chairman of the Supervisory Board in relation to the requirements of Legislative Decree no. 231/2001; i) it makes proposals for the possible adoption of measures to ensure the effectiveness and impartiality of judgment of the other corporate functions involved in controls (such as risk management and legal and non-compliance risk monitoring functions) while verifying that they are provided with adequate professionalism and resources; j) it gives preliminary opinions on the main corporate rules and procedures relevant to the internal control and risk management system submitted to the BoD’s for approval, assessing their possible subsequent amendments or additions; k) it submits proposals on the coordination and information flows between the various parties involved in the internal control and risk management system, to maximise the efficiency of the system itself, reduce duplication of activities, and ensure the effective performance of controls; l) it monitors the activities for the transposition of new regulations into the Company’s internal procedures, as well as the subsidiaries’ timely transposition of relevant procedures issued by the Parent Company FS.

Directors‘ report

• Governance, Appointments and Remuneration Committee The following are members of the Governance, Appointments and Remuneration Committee: Franco Fenoglio (non-executive and independent) Chairman, appointed by BoD’s resolution of 23 July 2024; Pietro Bracco and Loredana Ricciotti with non-executive roles and independent. This Committee is responsible for supporting the BoD’s evaluations and decisions on: • governance (inter alia: board review; directors’ independence; composition of the Group companies’ Boards of Directors; the holding of several offices and the non-compete agreement); • appointments (inter alia: co-opting directors; methods of recruiting and naming key managers; appointing the key subsidiaries’ corporate bodies; succession plans for key managers); • remuneration (inter alia: remuneration of executive directors with special duties; remuneration policy and incentives for managers; HR development policy). • Sustainability Committee The following are members of the Sustainability Committee: Caterina Belletti (non-executive and independent) Chairwoman; Franco Fenoglio and Loredana Ricciotti, with non-executive and independent roles. This Committee has the task24 of supporting the decisions of the Board of Directors regarding sustainability issues related to the FS business activity and its dynamics of interaction with all stakeholders. Directors’ fees Pursuant to the Articles of Association, the directors receive reimbursement for the expenses incurred in the

performance of their duties. The Shareholders’ Meeting may also determine an annual fee for the term of office. Furthermore, it is not permitted to pay attendance fees and there is a limit to the fees that the members of committees that advise and make proposals, where necessary, within the board, may receive (pursuant to Article 2389, paragraph 3 of the Italian Civil Code, the limit is set at not more than 30% of the fee resolved for the office of director). With regard to the FS BoD appointed for the threeyear period 2024-2026: (i) the fees due to the Board members and the Chairman of the BoD were set by the Shareholders’ Meeting held on 27 June 2024; at the same meeting, the BoD was, in addition, recommended the maximum total remuneration (including the Shareholders’ Meeting emolument) to be awarded to the Chairman, pursuant to Article 2389, paragraph 3, of the Italian Civil Code, in the case of delegated powers; (ii) at the meeting held on 27 June 2024, the BoD, following the decisions of the Shareholders’ Meeting, granted powers on the matters authorised by the Shareholders’ Meeting and determined the total amount of the remuneration of the Chairman, Mr. Tommaso Tanzilli; (iii) at the meeting held on 6 August 2024, the BoD set the fees due to Mr. Stefano Antonio Donnarumma as CEO (pursuant to Article 2389, paragraph 3, of the Italian Civil Code, including the fees awarded for the office of Director) and as General Manager, taking into account the opinion of the Governance, Appointments and Remuneration Committee. For the members of the Board Committees, a Board resolution of 23 July 2024 resolved to allocate - in accordance with the provisions of the Articles of Association - an additional remuneration equal to 30% of the fees set by the Shareholders’ Meeting for Directors.

In addition, the Committee provides fairness and appropriateness opinions and performs the tasks set forth in the procedure for related-party transactions adopted by the Company; it also ensures agreements with the Chairman of the BoD in verifying and monitoring (i) the procedures that ensure the transparency and substantive and formal correctness of related-party transactions, and (ii) the safeguards for conflicts of interest. 24. ESRS 2 GOV-1 – The role of the administrative, management and supervisory bodies Specifically, it should be noted that, pursuant to the relevant Regulations, the Sustainability Committee of FS SpA: a) oversees sustainability issues related to the company’s business operations and the dynamics of its interaction with all stakeholders, including by monitoring relevant impacts, risks and opportunities; b) reviews and evaluates: (i) sustainability policies aimed at ensuring the creation of value over time for the generality of shareholders and all other stakeholders in a medium- to long-term horizon in compliance with the principles of sustainable development; (ii) the guidelines, goals, and consequent processes, of sustainability and sustainability reporting submitted to the BoD on an annual basis; c) monitors initiatives, including international sustainability initiatives, and the Company’s participation in them; d) reviews the general layout and structure of the content of the consolidated sustainability report, as well as the completeness and transparency of disclosures provided by them and their consistency with the principles set forth in the reporting standard used, coordinating with the Control and Risk Committee for the matters within its competence.

Ferrovie dello Stato Italiane Group

The table below, including the notes, details the total annual fees approved for FS Chairman and CEO/General Manager holding office for the three-year period 2024-2026. Euros

Chairman of the Board of Directors

Annual fees for the Chairman

Fixed remuneration

238,000

Variable component

CEO/General Manager

Annual fees for the CEO and General Manager

Fixed remuneration: as CEO26 as General Manager

120,000 500,000

Variable component: as CEO as General Manager27

150,000

ESG and sustainability issues Pursuant to article 12 of the Articles of Association, the BoD pursues the sustainable success of business activities, with the aim of creating long-term value for the benefit of shareholders, considering the interests of other stakeholders relevant to the Company. ESRS 2 GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies ESRS 2 GOV-4 – Statement on due diligence During 2025, while also availing itself of the board committees mentioned above (one of which has specific expertise on sustainability), the BoD addressed ESG issues both in relation to specific projects and on, among others: • the update of the Group’s Industrial Plan (focusing in particular on the Sustainability Plan); • the approval of the Consolidated Sustainability Report, included within the Annual Financial Report, pursuant to Legislative Decree no. 125/2024; • periodic reports from Internal Audit, Ethics and Reporting Committee and Supervisory Board; • periodic Anti-Corruption reports, including on the UNI-ISO 37001:2016 certification project. In addition, in order to inform the aforementioned bodies about the impacts, risks and opportunities identified by the FS Group for the purposes of Consolidated Sustainability Report, the departments responsible28 for the “double materiality” process required by the ESRS have presented the “sustainability issues” found to be relevant29; the BoD analysed the results at its meeting

held on 12 March 2026. ESRS 2 GOV-3 – Integration of sustainability-related performance in incentive schemes ESRS 2 GOV-4 – Statement on due diligence The FS Group considers climate considerations in the remuneration of members of the administrative, management and supervisory bodies, involving the entire population of executives and middle managers identified in positions of high relevance to the corporate mission (top management), as well as certain specific professional skills. In particular, the 2025 incentive policy has provided for the definition of a cross-sectional indicator, common for the entire population involved in the Management By Objective (MbO) process, which measures the Group’s commitment to combating climate change by relating a numerator that measures total technical capital expenditure, net of advances - with impacts in terms of economic, social and environmental sustainability - to a denominator that measures environmental sustainability through the proxy of CO2 equivalent emissions under the E1-4 disclosure requirement. The target also provided for an “entry gate” given by the percentage of environmentally sustainable investments under Regulation (EU) 2020/852, which must not be less than 80% with respect to total investments. The weight assigned to this indicator is 10%, and the final value recorded in 2025 was € 8,697/tCO2e. Criteria and methods for the appointment of BoD members of FS SpA’s direct and indirect subsidiaries

25. The total annual gross fees of the Chairman pursuant to Article 2389 of the Italian Civil Code, shown in the table, include the fee that the Shareholder’s Meeting has determined for the office of Chairperson of the BoD (€50,000). 26. It includes the emolument approved by the Shareholders’ Meeting for the office of Director amounting to €30,000. 27. Amount to be paid upon achievement of 100% of preset company annual targets (target value), both objective and specific, as defined by the BoD of Ferrovie dello Stato Italiane SpA upon the proposal or with the favourable opinion of the Governance, Appointments and Remuneration Committee; the amount due as an annual variable component is calculated in proportion to the parameters (under/over/target) linked to the level of performance expressed annually according to the methods set out in the Group policies. 28. The Sustainability function for impact materiality and the Climate & Sustainability Risk Resilience function for financial materiality. 29. The list of impacts, risks, and opportunities associated with sustainability issues presented to the administrative, management and supervisory bodies can be found in the paragraph on the Stakeholder management and double materiality process of the Consolidated Sustainability Report.

Directors‘ report

In accordance with the MEF Directives (finally including the MEF Directive of 31 January 2023) and in compliance with current legislation - FS SpA’s BoD has drafted general criteria for the selection of candidates for positions on the Boards of Directors and the Boards of Statutory Auditors of the Group companies, also to create a balance of diversity on such boards. Specifically: identifying the best candidates in terms of professionalism and skills and, except for the specific corporate governance structures, to achieve an optimal mix also considering also age and gender, in the pursuit of the companies’ sustainable success; valuing the in-house skills of Group employees; abstaining from appointing the Directors of the Holding company, unless they have been assigned ongoing management duties within the same Holding company; establishing that remuneration is all-inclusive, with the appointed members required to return the fees. FS SpA has transposed these criteria in its internal policies and has established procedures to follow for the renewal of the corporate bodies of all FS Group companies. Furthermore, in accordance with the abovementioned Directives, for the subsidiaries indirectly controlled by the MEF, before appointing the members of its bodies, FS SpA informs the MEF of the outcome of its

preliminary assessment of the quality and aptitude of the potential candidates. Board of Statutory Auditors In accordance with the Articles of Association, the Shareholders’ Meeting appoints a board of Statutory Auditors comprised of three standing Statutory Auditors. The Shareholders’ Meeting is also required to appoint two alternate Statutory Auditors. The Articles of Association explicitly require a balance of the genders on the board of Statutory Auditors, so that at least one standing Statutory Auditor and one alternate Statutory Auditor must be of the gender with fewer members, without prejudice to compliance with applicable legislation. By resolution of the Shareholders’ Meeting on 3 May 2022, the standing Statutory Auditors Rosalba Cotroneo as Chairwoman, Sergio Duca and Marino Marrazza and the alternate Statutory Auditors Letteria Dinaro and Francesco Tulimieri were appointed for the three-year period 2022, 2023 and 2024 and, in any case, until the Shareholder’s Meeting for the approval of the 2024 financial statements. At present, the Board of Statutory Auditors is operating under an arrangement on extension of their term of office.

ESRS 2 GOV-1 – The role of the administrative, management and supervisory bodies The diversity and experience of the members of the Board of Statutory Auditors, in relation to the sectors, products and geographical areas of the company in the reporting period are illustrated below. BACKGROUND DIVERSITY

GENDER DIVERSITY

DIVERSITY BY AGE 100%

33% 33%

EXPERIENCE IN THE GROUP BUSINESSES

33% 1

33% 3

33% 1

1 2 1

1 67%

33%

Taxes Statutory auditing Public accounting

Man Woman

Ferrovie dello Stato Italiane Group

33%

30 - 50 >50

Infrastructure Real estate Other - sectors other than the Group’s sectors

Regarding competence, as resulting from the letter of appointment, a member is a manager of the MEF, and the other two have solid experience in the professional world. Both alternate Statutory Auditors are employees of the MEF. All the standing and alternate Statutory Auditors hold university degrees in economics and trade and are registered certified auditors. The Board of Statutory Auditors monitors compliance with the law, the Articles of Association and the principles of correct administration, particularly with respect to the adequacy of the Parent Company’s organisational, administrative and accounting system and that it functions properly. When the Holding company became an entity of public interest, as previously explained, its Board of Statutory Auditors also became the “Audit Committee” pursuant to article 19 of Legislative decree no. 39/2010, responsible for supervising financial reporting, the efficiency of internal control systems, internal audit and risk management, as well as the statutory audit and, finally, the independence of the independent auditors, especially with regard to the type of any non-audit services provided to the audited company and its subsidiaries. The Board of Statutory Auditors met 21 times in 2025, with each meeting lasting an average of two hours and twenty-six minutes, and an average participation rate of 95.24%. The average participation rate of Statutory Auditors in the 13 BoD meetings of the year was 95.00%. *** ESRS 2 SBM-2 – Interests and views of stakeholders ESRS 2 GOV-4 – Statement on due diligence The FS Group recognises the importance of stakeholder engagement, which enables the listening and inclusion of stakeholders who influence or could influence its activities. The ongoing management of relationships with its stakeholders, through a programmatic and proactive approach that uses various tools to engage stakeholders, is a key priority for FS. This approach is intended to guide the Group’s strategic choices, since it firmly believes that understanding their expectations and satisfying their interests guarantee the effective creation of long-lasting value. For more details on the stakeholder engagement process, please refer to the paragraph on Stakeholder management and double materiality process of the Consolidated Sustainability Report. The internal control and risk management system The internal control and risk management system (ICRMS) consists of the set of tools, organisational structures, standards, and rules aimed at sound, sustainable and proper business management in line with the business targets set by the Board of Directors, with an adequate

process for the identification, measurement, management and monitoring of main risks, as well as through the structuring of adequate information flows aimed at ensuring the circulation of appropriate information to enable the various parties involved in the ICRMS to carry out the role entrusted to them. An effective ICRMS promotes informed and tracked decision-making and helps to ensure the achievement of the objectives of safeguarding corporate assets, efficiency and effectiveness of business processes, reliability of financial and sustainability reporting, and compliance with laws and regulations, the Articles of Association, and company regulatory frameworks. It should be pointed out that even if overall adequate and functioning, the ICRMS can only provide “reasonable assurance” on the achievement of the above goals. This is because the ICRMS aims to mitigate risk through risk management, not to completely eliminate the inherent risk intrinsic in each management and control process. The Company uses the “Controls - Integrated Framework” model issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (CoSO Report)30, as an internationally recognized framework for the implementation, analysis and evaluation of the ICRMS. The ICRMS provides for the following three levels of control: • level 1 controls: to ensure the correct performance of operations and an adequate response to the related risks. This activity also includes the periodic verification of the effectiveness and efficiency of the design and actual operation of the controls, in order to: i) establish that they act in accordance with the goals assigned to them, ii) verify that they are adequate with respect to any changes that have taken place in the operations, iii) seize and promote any opportunities for improvement. The responsibility for defining and carrying out these controls lies with Management, which is performed at every level of the organisational structure and is carried out within the framework of daily operations; • level 2 controls: to monitor the main risks to ensure the effectiveness and efficiency of their treatment, as well as to monitor the adequacy and functioning of controls (put in place for the safeguard of the main risks). It also provides support to the first level in designing and implementing appropriate management systems for key risks and related controls. It is the responsibility of specific company functions entrusted with monitoring and management of specific categories of risk such as, but not limited to, Data Protection, Compliance, Anti-Corruption and the Officer in charge of Financial Reporting;

30. Integrated with “Enterprise Risk Management Framework – Integrating with Strategy and Performance” (CoSO ERM) for risk management processes.

Directors‘ report

• level 3 controls: to provide independent and objective assurance on the adequacy and effective functioning of the level 1 and 2 controls and, in general on the overall ICRMS. It is the responsibility of independent, non-operating units, such as the Internal Audit function. Level 2 and 3 control functions operate within their responsibilities by planning and reporting their activities from a risk-based perspective. The roles and responsibilities of the main parties involved in the ICRMS are described below.

For the 2025 financial year, the Audit function of FS SpA verified, both on an ongoing basis and in relation to specific needs and in compliance with international standards, the operation and adequacy of the ICRMS through an annual Audit Plan, in accordance with the established methodology. Finally, the Audit function of FS SpA has prepared interim, half-year, and annual reports, which were presented to the Company’s BoD by the Chairman, to ensure timely, clear, and transparent reporting in order to support the BoD in fulfilling its supervisory responsibilities.

Audit Through activity of assurance, advisory, analysis, and forecasting services, as well as strategic and ICToriented initiatives, the Audit function provides support to the organisation in achieving their goals, as well as in governance, risk management, and control processes, decision-making and oversight, in building reputation and credibility with stakeholders, and in their ability to serve the public interest. Within the FS Group, the Head of the Audit function reports hierarchically to the BoD, to which reports through the Chairperson, who ensures a liaison between the Audit function and the BoD. This structure helps ensure that duties and responsibilities are carried out without any interference. The Company’s Control and Risk Committee - where one has been set up - monitors the Audit function’s autonomy, adequacy, efficiency and effectiveness, jointly with the BoD Chairperson. The Head of the Audit function is appointed by the BoD, subject to the prior opinion of the Control and Risk Committee (if any), and having consulted the Board of Statutory Auditors, upon the proposal of the BoD’s Chairman, and in agreement with the Chief Executive Officer. At FS SpA, the Head of the Audit function (Chief Audit Officer, hereinafter also referred to as “CAO”) is Mr. Alessandro Perrino. The appointment of the Head of the Audit function is for an indefinite term, and is subject to revocation under the same procedures as those applicable to the appointment. The CAO is involved in the process of appointing and revoking the Head of the Audit function of Group companies in the capacity as Process Owner of the Audit Community. The function’s budget and the remuneration structure for the Head of the Audit function are approved by the BoD. In compliance with the Group’s Governance Model, the structure of the Group’s Audit provides for the Audit function at FS SpA, at the Business Unit Lead Companies, and at other Direct Subsidiaries of FS; for the remaining Group companies, internal auditing activities may be carried out either by establishing the function or through service agreements. All organisational changes within the companies are first discussed with the CAO. The Audit function of FS SpA plays a role in providing guidance, methodological coordination, and oversight of implementation.

Risk Management The Holding Company’s Risk Management function, which reports directly to the “Anti-Corruption, Risk & Compliance” department, is responsible for guiding and coordinating risk and opportunity management activities related to business processes, strategic planning, and operational scheduling, project initiatives, and capital allocation (including abroad). In particular, it defines and updates the FS Group Risk Management Framework, which sets out the overall system of rules, tools and taxonomies adopted for risk management by all Group companies, assigning roles and responsibilities and defining information flows to corporate and Group top management, governance and control bodies, third-party stakeholders, risk specialists and process owners. It serves as the Group’s functional point of contact for the Risk Management departments, structures, and representatives of the subsidiaries.

Ferrovie dello Stato Italiane Group

Climate & Sustainability Risk Resilience The Holding Company’s Climate & Sustainability Risk Resilience function, reporting directly to the “Anti-Corruption, Risk & Compliance” department, is responsible for guiding, coordinating, and monitoring activities related to the management of physical and transition risks linked to climate change, and other relevant ESG risks identified pursuant to Directive (EU) 2022/2464; in particular, the structure defines and updates the Climate & Sustainability Risk Resilience Framework, the standards for implementing adaptation measures - including to ensure compliance with the EU Taxonomy -, and provides reporting to corporate governance and control bodies and internal stakeholders. It serves as the Group’s functional point of contact for the Climate & Sustainability Risk Resilience departments, structures, and representatives of the subsidiaries. Anti-Corruption The Holding Company’s Anti-Corruption function, reporting directly to the “Anti-Corruption, Risk & Compliance” department, ensures the definition of Group strategies, guidance, policies, guidelines, and standards in the anti-corruption matter, and oversees compliance for preventing corruption, including by verifying the fulfilment of the general requirements of the management system for

the prevention of corruption, monitoring its implementation and reporting to governance and control bodies. It serves as the Group’s functional point of contact for the AntiCorruption departments, structures, and representatives of the subsidiaries.

strategies, guidance, policies, guidelines and standards regarding regulatory compliance. It serves as the Group’s functional point of contact for the Compliance departments, structures, and representatives of the subsidiaries.

Data Protection In accordance with Regulation (EU) 2016/679 (the General Data Protection Regulation – “GDPR”), the FS Group applies its own management model (known as the Data Protection Framework), which defines the principles, roles, and responsibilities for the protection of personal data, as well as the related information flows adopted by the Group’s companies. The Data Protection Officer (DPO) of FS SpA is a thirdparty individual appointed by the BoD of FS. From 2022 through 31 December 2025, this role was held by Mr. Francesco Giorgianni. With effect from 1 January 2026, the position was entrusted to Mr. Giuseppe Alverone on an annual basis. The Holding Company’s Data Protection function, reporting directly to the “Anti-Corruption, Risk & Compliance” department, ensures the definition of Group strategies, guidance, policies, guidelines and standards regarding personal data protection, as well as the flow of information between the DPO of FS SpA and the corporate organisation. It serves as the Group’s functional point of contact for the Data Protection departments, structures and representatives of the subsidiaries.

ESRS 2 GOV-5 – Risk management and internal controls over sustainability reporting FS SpA’s Officer in charge of Financial Reporting In 2007, as per the request of the shareholder MEF, FS SpA created the position of “Officer in charge of Financial Reporting”, and the position became legally mandatory in 2013 when the Parent subsequently issued bonds listed on the Dublin Stock Exchange31 with consequent full application of article 154-bis of the Consolidated Finance Law. At present the position is held by Mr. Fabio Paris32, Chief Financial Officer, in office until the approval of the 2026 financial statements. It should be noted that as from 2024, the Officer in charge of Financial Reporting of FS SpA has also been entrusted with the responsibilities of Certification regarding consolidated sustainability reporting, pursuant to article 154-bis, paragraph 5-ter, of the Consolidated Finance Law. Article 16 of FS SpA’s Articles of Association establishes that: 1) the BoD appoints the Officer in charge of Financial Reporting for a period not less than the term of the BoD’s office and is not to exceed six fiscal years, after obtaining the opinion of the Board of Statutory Auditors; 2) the Officer in charge of Financial Reporting must meet honourability requirements already established for the Directors and must be chosen according to criteria of professionalism and expertise from among executives having experience commensurate with the scope and complexity of the position. The powers and means for carrying out the tasks assigned to the Officer in charge of Financial Reporting, as well as the information flows and interrelationships of the Officer in charge of Financial Reporting with corporate bodies, and control bodies and functions are formalised in the Regulation of the activities of the Officer in charge of Financial Reporting, approved by the BoD on 2 August 2023. To reinforce and more effectively implement legislation, given the size and complexity of the FS Group, the BoD of the Holding Company has promoted the appointment of Officers in charge of Financial Reporting by its main subsidiaries as well, from the beginning. The following subsidiaries have appointed Officer in charge of Financial Reporting: RFI SpA, Trenitalia SpA, Anas SpA, FS Logistix SpA, Mercitalia Rail Srl, Busitalia-Sita Nord Srl, Ferservizi SpA, Fercredit SpA, FSTechnology SpA, FS Sistemi Urbani SpA and FS Engineering SpA (formerly Italferr SpA).

Compliance The FS Group applies its own compliance management model (known as the Compliance Framework), which defines the architecture of the Compliance Management System within the FS Group, and identifies the goals and guiding principles for managing any Compliance risk. This Framework consists of a set of documents containing the principles, guidelines, and rules regarding Compliance, such as: • the Compliance Policy, which sets out the guiding principles for compliance risk management and defines the relevant governance framework, assigning roles and responsibilities within the compliance process, and highlighting the BoDs’ leadership role; • the Compliance Model, which describes and governs the activities through which corporate functions implement compliance risk management; • the Taxonomy of Compliance areas, which maps the Compliance Areas relevant to the Group. The Holding Company’s Compliance & 231 function, reporting directly to the “Anti-Corruption, Risk & Compliance” department, ensures the definition of Group

31. As a result of this, FS SpA became a Public Interest Entity, pursuant to Article 16 of Legislative Decree no. 39/2010, since it is a company as “Issuer of Listed Financial Instruments.” 32. Appointed by FS BoD’s meeting held on 29 October 2024, after obtaining the favourable opinion of the Board of Statutory Auditors.

Directors‘ report

Description of the main characteristics of the risk management and internal control systems over financial reporting (pursuant to Article 123-bis, paragraph 2.b, of the Consolidated Finance Law – Report on corporate governance and the ownership structure). The purpose of the ICRMS over financial reporting is aimed to provide reasonable certainty about the reliability, accuracy, accountability and timeliness of information itself, in compliance with the provisions of the relevant accounting standards. The Holding Company’s Officer in charge of Financial Reporting defines and updates the Group’s Internal Control Model over Financial Reporting (the sc. “262 Model”), according to the Group’s organisational, operational and Governance structure, as well as the regulatory framework (Article 154-bis et seq. of the Consolidated Finance Law), and the applicable international standards (CoSO Report). The Holding Company’s Officer in charge of Financial Reporting defines the standards for administrative-accounting, tax and the sustainability reporting procedures and the methodologies for verifying that the controls are adequate and effectively operate, and provides instructions for the issuing of Certifications on the internal control system over financial reporting integrated with sustainability aspects, supervising the proper implementation of the guidance provided within the Group. The subsidiaries’ Officers in charge of Financial Reporting implement and maintain the internal control system over corporate financial reporting, thus ensuring continuously exchanging information flows with the Holding Company’s Officer in charge of Financial Reporting. In light of recent regulatory developments regarding sustainability, and with the aim of further enhancing the effectiveness and efficiency of the internal control system, the Group’s 262 Model has been updated, focusing in particular on simplifying and optimising the architecture of the PACs, strengthening monitoring activities, and integrating with the control aspects over sustainability reporting (Model approved by the BoD of FS SpA on 22 January 2026). The Group’s 262 Model is characterised by the following main aspects: • the central role of the so-called Process Owners, belonging to the various company structures, for the purpose of defining and maintaining over time an adequate internal control system; • it is “risk based” nature, whereby priorities and interventions are defined based on the 262 risk assessments; • it is dynamic based on any changes in the business operations, organisation, regulatory framework, and the developments and best practices within the context of the ICRMS; • it can be integrated into other control models, providing for an accurate mapping of controls 64

Ferrovie dello Stato Italiane Group

on processes, and the related owners aimed at preventing the risks of misreporting/fraud. For the purpose of the efficiency of the entire control system, the 262 Model is therefore coordinated with the Group’s other control models, such as, for example, the Tax Control Framework (TCF), the Sustainability Reporting and Anti-Corruption Models. For this reason, the 262 controls (known as multi-compliance) relevant to fiscal, sustainability and/or anti-corruption risks, are marked as such and are included in the various stages of the 262 process. The 262 controls and procedures also represent safeguards for the companies’ Models 231. As required by the 262 Model (GR_PY_ Ferrovie dello Stato Italiane Group Internal Control and Risk Management Model over Economic and Financial Reporting_no.43_v.02), the control process over financial reporting consists of the following stages: (1) definition of Administrative and Accounting Guidelines, which consist of the guidelines/minimum control requirements aimed at preventing the risks of financial misreporting, fraud, and tax risks, to be complied with by all subsidiaries included in the Group’s consolidation scope. They are defined for the main processes and are issued by the Holding Company’s Officer in charge of Financial Reporting; (2) Entity Level Control, which consists of monitoring the structural components of the ICRMS by conducting document-based checks of entity-level controls. These are applied on a rotating basis to subsidiaries included in the consolidation scope; (3) definition of 262 scope: the so-called “relevant” companies are defined on an annual basis, applying specific quantitative criteria - based on the percentage contribution of individual companies to certain values of the Group’s aggregate financial statements –, as possibly supplemented by qualitative assessments. For such companies, full application of the Model is required, as is the eventually appointment of the Officer in charge of Financial Reporting. For companies identified in this manner, significant processes are identified, i.e. those that contribute to the financial statements values with amounts exceeding preset percentage thresholds of aggregate Gross Profit or aggregate Shareholder’s Equity, considering, where appropriate, additional qualitative factors. For the remaining companies, if there are one or more significant processes that affect financial statement values beyond certain percentage thresholds of Aggregate Gross Operating Profit or aggregate Shareholder’s Equity, a selective application of the Model is required (socalled “partially relevant companies”). Other companies, whether non-relevant or partially relevant, apply the Model with reference to the aforementioned points (1) and (2); (4) definition of the Group’s 262 Activity Plan, prepared on an annual basis, by the Holding Company’s staff of the Officer in charge of Financial Reporting, in collaboration

with the Officer in charge of Financial Reporting’s staff members of Sub-Holding Companies and with the relevant departments of the other companies within the Group. The Plan describes the activities related to the 262 process, including the identification of companies included in the scope, procedural coverage requirements, monitoring of controls, and action plans supporting the issuance of Certifications, as well as the main project initiatives. The Group Activity Plan, integrated with the Tax Control Framework Plan and the Sustainability Reporting Control Model Plan, is presented to the Holding Company’s BoD, and within the competence of the BoDs of the companies that have appointed an Officer in charge of Financial Reporting; (5) process mapping (Risk & Control Assessment) refers to the detection of the processes’ activities and related ownership, as well as the identification and evaluation, on impact and probability parameters, of the so-called “262 risks “ and related controls while also assessing multicompliance aspects (TCF, ESG, anti-corruption etc). The phase is carried out by the Officer in charge of Financial Reporting/CFO staff members and the relevant Process Owners; (6) definition of administrative and accounting procedures (PAC, Procedure Amministrativo Contabili) by the Officer in charge of Financial Reporting/CFO staff members. PACs, consisting of the narrative and related annexes (Control Matrix, Definitions, Regulatory References, Workflow, and, if applicable, Tax Appendix) are embodied in the representation of the process and related controls to safeguard against 262 risks. The Process Owners validate the PACs by competence, and they are issued, depending on the type, by the Holding Company’s Officer in charge of Financial Reporting, the Sub-Holding Company’s Officer in charge of Financial Reporting, or the company Officers in charge of Financial Reporting/ CFOs. Prior to their issuance, the company PACs are subjected to a Quality Assurance (QA) activity carried out, by competence, by the Officer in charge of Financial Reporting of Holding or Sub-Holding companies; (7) monitoring through Self-Assessment, i.e. the relevant Control and Process Owners self-certification process regarding the adequacy of the design and the effectiveness of controls (including the multicompliance ones) in the reporting period, by filling out specific questionnaires that they receive through the information system. This entails the ongoing involvement of the company structures to make it increasingly reliable to source the information and data used for financial reporting while also facilitating the updating of procedures; (8) monitoring through Testing activities, i.e. tests concerning the adequacy of the design and effectiveness of the controls provided for in the procedures (including multi-compliance controls) in accordance with audit standards and methodologies under the responsibility of an Independent Testing Team (staff members of Officer

in charge of Financial Reporting/CFO of companies, Internal Audit structures, third-party services companies; for multi-compliance controls, the Team will collaborate with relevant compliance departments or personnel possessing specific expertise, synergies with the independent auditors). Furthermore, where applicable, the 262 Test activities are integrated into the planned Audit activities. The Testing process consists of the following steps: 1) definition of annual Group’s Independent Testing Plan, setting out the timing and teams; 2) identification of testing procedures (test scripts); 3) performance of the tests; and 4) analysis and evaluation of any weaknesses. The staff members of the Holding or Sub-Holding companies’ Officer in charge of Financial Reporting may conduct QA activities on the test scripts, on a rotating basis, to check their compliance with the Group standards; (9) management of Deficiencies and Action Plans is the stage where all non-conformities detected in the various sub-processes described are analysed and evaluated, and specific actions are identified with deadlines and relevant owners. The action plans shared by the staff of the Officer in charge of Financial Reporting/CFO together with the process owners are supervised and monitored for the purpose of their effective implementation; (10) preparation of the Report on the activities performed during the reporting period by the Holding company’s Officer in charge of Financial Reporting, following the completion of the process described above, which is transmitted to the BoD for approval of the draft financial statements. The Certifications, according to the CONSOB schemes, are then issued, jointly signed with the CEO, on the separate and consolidated financial statements, as well as on the consolidated sustainability report pursuant to article 154-bis of the Consolidated Finance Law. To support the issuance of the aforementioned external Certifications by the Officer in charge of Financial Reporting and CEO of the Holding Company, all consolidated subsidiaries issue their own company internal Certification for financial and sustainability aspects while also activating the Chain of Certifications to the heads of departments of the top executives reporting to the CEOs/Chairpersons. The Officers in charge of Financial Reporting also issue, jointly signed with the CEOs of companies, the external Certification on company financial statements and transmit the Reports on the activities carried out to their respective Boards of Directors. 262 Model also provides for the issuance of internal Certifications by Ferservizi SpA (as outsourcer of administrative services) and FSTechnology SpA (as outsourcer of IT services). All stages of the above process are coordinated and supervised centrally by the Holding Company’s Officer in charge of Financial Reporting staff with the support, as far as indirect subsidiaries are concerned, from Sub-Holding Companies’ Officer in charge of Financial Reporting staff and are carried out with support from a dedicated information system. The diffusion of 262 Model in the FS Directors‘ report

Group is also pursued through ongoing communication and training activities for the various parties involved, on the ICRMS over reporting processes. As for relationships between the Officer in charge of Financial Reporting and the various control bodies/ structures, the Regulation for the Officer in charge of Financial Reporting defines the inter-relationships and information flows. The Officer in charge of Financial Reporting collaborates on an ongoing basis with the other control structures to share activities plans, the outcome of such activities and action plans to create synergies and optimise the control processes within the Group. Lastly, to support Law no. 262/2005 Compliance Model and, in general, with the purpose of enhancing the Group’s ICRMS, the Group has defined its Models for: • “SoD - Segregation of Duties” to ensure that responsibilities are defined and duly assigned without functional overlapping or operational assignments that concentrate critical activities on one single subject; • “ITGC - Information Technology General Controls” with the aim to define internal controls over IT processes to ensure the continuous and correct functioning of the corporate application systems that process the data used in financial reporting. Internal control and risk management system over sustainability reporting ESRS 2 GOV-5 – Risk management and internal controls over sustainability reporting In 2025, the FS Group updated its Internal Control Model for sustainability reporting (hereinafter also referred to as the “Sustainability Control Model”) in line with the most recent regulatory developments brought in under Directive (EU) 2022/2464 (CSRD – Corporate Sustainability Reporting Directive), Legislative Decree no. 125/2024, and international standards on internal control systems (CoSO Internal Control Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and the subsequent guide: Achieving Effective Internal Control over Sustainability Reporting, ICSR). The Model, integrated into the broader Internal Control and Risk Management System (ICRMS), defines, in synergy with the other corporate control models, the process and methodological approach for establishing, maintaining, monitoring, and evaluating the control system that oversees the preparation of the Group’s Consolidated Sustainability Report. Governance of the Internal Control Model for Sustainability Reporting is entrusted to the Holding Company’s Officer in charge of Financial Reporting, who is responsible for its definition, updating, and evaluation, supported in its oversight and operational management by the Holding Company’s Sustainability Reporting Control & Compliance function. The Internal Control Model for Sustainability Reporting, with a view to economy, integration, and organisational 66

Ferrovie dello Stato Italiane Group

efficiency - while maintaining its legal and functional autonomy - benefits, where applicable, from the measures, processes, and methodologies already implemented through 262 Model. In this context, the Sustainability Model adopts the same stages as 262 Model, as described in the previous paragraph, establishing a single process applicable to both areas, except for the stage relating to Administrative and Accounting Guidelines, which remains specific and exclusive to 262 Model. At the same time, the Sustainability Model is characterised by certain specific features, particularly regarding scoping criteria, risk assessment methods, and the operational structures involved, as described below. The Scoping phase, aimed at defining the scope of application of the Model, ensures adequate coverage of the processes, information elements (KPIs), and the FS Group companies that contribute to Sustainability Reporting, according to a risk-based approach. The Risk & Control Assessment phase, based – in the same way as 262 Model - on impact and probability criteria, is developed according to a specific assessment methodology consistent with the diverse nature of sustainability risks. The definition of sustainability reporting procedures (PISs – Procedure sull’Informativa di Sostenibilità) which describe the preparatory or operational processes for Sustainability Reporting, adopting the standards and methodologies set forth in 262 Model. The PISs provides for controls aimed at managing sustainability risks, and govern the responsibilities of the parties involved, the communication flows between the various owners, and the IT applications used. These procedures are divided into two main types: company-specific PISs, pertaining to the individual processes/disclosures of each company, and crosssector PISs, applicable to multiple Group companies, and referring to standardised controls. Finally, another distinctive feature of the Sustainability Model relates to the General Data Checks that data entrants and approvers perform on the data and information reported in the sustainability system, ESGeo, to ensure the adequacy and effective application of the reporting instructions for each indicator. The Sustainability Control Model is risk-based in nature, meaning it is designed to define priorities, and tailor the various interventions based on risk assessments related to sustainability data and information. Risks related to the Consolidated Sustainability Report are understood as those situations, actions, or events whose occurrence may undermine, to varying degrees, the compliance and reliability of the reporting itself, affecting the “Qualitative characteristics of information” provided for in ESRS 1 Appendix B. From the initial scoping phase, the Model defines its scope of application through an analysis and clustering of processes and information elements. This activity is based on a scoring model that uses specific risk and materiality drivers, as well as on an analysis of companies based on their significant contribution to the process or to the Group’s consolidated value.

Subsequently, during the process mapping phase, risks are analysed and assessed according to two parameters: impact and probability. Both are measured on a qualitative scale (high, medium, low), and their combination allows risks to be classified from critical to negligible. The impact assessment is based on drivers that prioritise the proper representation of material impacts, risks, and opportunities (IROs) in relation to the results of the Double Materiality assessment, based on the connection to the sustainability strategy, and any connection to financial data. Probability, on the other hand, is estimated by using drivers that analyse the complexity of information collection (methodologies, estimates, etc.), the granularity of information owners, the presence of prior observations by the Independent Auditors, the history of material errors, and the level of process automation. In addition to quantitative parameters, risk assessment can be supplemented by qualitative elements, which are useful for identifying specific risk factors, or key issues that could affect the accuracy, reliability, and completeness of sustainability reporting. This system allows resources and controls to be directed towards higher risk areas, ensuring compliance with the ESRS, and the quality of sustainability disclosures. To mitigate sustainability risks, the Model provides for the following system of controls. Process Level Controls (PLCs) are controls that can be applied both throughout the entire end-to-end process (generation, reporting, collection, aggregation, calculation, and validation of data) and during the final closing phase (aggregation, calculation, and validation of data). Specific General Data Checks are also envisaged for sustainability data and information reported through the ESGeo system. Finally, the application of Entity Level Controls (ELCs) and the Group Model “ITGC - Information Technology General Controls” is required in accordance with 262 Model. Sustainability Governance Model The Sustainability Governance Model defines the governance and designs the management processes by which FS intends to ensure the integrated oversight of the three dimensions of sustainability (governance, social and environmental), promoting their integration into the Group’s business management. By implementing the Sustainability Governance Model, the Holding Company thus defines a system to support the continuous improvement of the sustainability profile of the Group companies and their respective organisations while respecting the autonomy, peculiarities and specific operational requirements of each company. The Sustainability Governance Model applies to all policy and coordination processes carried out by FS SpA and

involves all Group companies, direct and indirect domestic and foreign subsidiaries, with a view to creating long-term value for all stakeholders. The accountability for the Model lies with the Board of Directors, supported by the board-level Sustainability Committee for decisions regarding sustainability issues related to the operations of FS, and its interactions with stakeholders. Furthermore, the Sustainability Strategy Committee, which includes the CEOs of the Business Unit Lead Companies, oversees strategic integration, and promotes the incorporation of ESG best practices into the Group’s strategies. The Committee relies on an Integrated Project Team (IPT) composed of the Sustainability Managers of the Business Unit Lead Companies, tasked with translating strategic guidelines into operational plans and projects. Finally, the Group Sustainability Structure ensures coordination between the Sustainability Strategy Committee and the Sustainability Committee. Tax Control Framework FS SpA, which is sensitive to the need to ensure the promotion of a corporate culture marked by principles of honesty, fairness and compliance with tax regulations, to protect its reputation, has joined, along with its most important subsidiaries33, Trenitalia SpA, RFI SpA, Anas SpA and FS Sistemi Urbani SpA, the Cooperative Compliance programme under Legislative Decree no. 128 of 5 August 2015. The admission to the cooperative compliance requires the adoption, in the broader context of the corporate governance and internal control system, of an effective Tax Control Framework, which can be structured into the following areas: • compliance risk, as the risk of omitted or incorrect execution of tax compliance; • interpretation risk, as the risk of misinterpretation of tax regulations; • tax fraud risk, as the risk of committing tax crimes of a fraudulent nature, because of relevant conduct by third parties. FS SpA, as the Holding Company, has, therefore, outlined and implemented a tax control framework consistent with the goals set out in the FS Group’s Tax Strategy. This process is structured in the Tax Risk Control Model of the FS Group. The Model is synergic with the other safeguards of the overall ICRMS of FS SpA and the FS Group and, without prejudice to its legal and functional autonomy, from a perspective of economy, integration and efficiency of the organisational process, it benefits, where applicable, from the 262 Model safeguards, as well as, as a general feature, from the other company tools of safeguarding provided for other control purposes.

33. Participation in the Cooperative Compliance Programme begins with the 2017 tax year for Ferrovie dello Stato Italiane SpA, Trenitalia SpA and Rete Ferroviaria Italiana SpA, from the 2023 tax year for Anas SpA, and from the 2024 tax year for FS Sistemi Urbani SpA.

Directors‘ report

Planning and management control system In line with the strategic guidelines and goals that the BoD has defined, in the Administration, Finance & Control area: • the Planning & Control department ensures the management of the medium to long-term planning process for the definition of the Budget and the Group’s Business Plan and monitors and checks the implementation; • through Control Management activities, with a specific focus on the progress of the final accounts and on the analysis of deviations, to identify their possible causes while promoting appropriate corrective actions and evaluating the performance of those responsible as part of the Management By Objectives model. In addition, the Global Strategy & International Function, with a view to generating economic, environmental and social value for all stakeholders, ensures the definition of strategic guidelines, positioning and lines of development of the Group’s businesses; and the Corporate Affairs, Communication & Sustainability Function ensures the definition of the Group’s sustainability strategy, from a perspective of generating economic, environmental and social value for all stakeholders, and the development, consolidation and monitoring of related goals and targets. Independent Auditors On 21 March 2023, the Shareholder’s Meeting of FS SpA approved the assignment of the engagement for the statutory audit of the financial statements of both Ferrovie dello Stato Italiane SpA, and its subsidiaries, as from the 2023 financial year to PricewaterhouseCoopers SpA. In accordance with the special applicable provisions of Legislative decree no. 39/10 (article 16 and subsequent), after FS SpA became a Public Interest Entity, the term of the engagement for the statutory audit of the financial statements is nine years (2023-2031). To preserve the independence of the Independent Auditors, in accordance with Regulation (EU) no. 537/14 and Legislative decree no. 135/2016 on statutory audit of the financial statements, there is a specific procedure, defining the principles and operating methods for the assignment of engagements in addition to statutory audit of the financial statements to independent auditors and/ or entities in their network. FS SpA’s Board of Statutory Auditors expresses a binding prior opinion on whether the respective Group company should assign additional engagements to the Independent Auditors or entities in the same network. The Court of Auditors’ Magistrate appointed to oversee the financial operations of FS SpA As from 1 January 2024, as resolved during the meeting of 8 November 2023, the Court of Auditors appointed Section Chairman Piergiorgio Della Ventura to oversee the financial management of the Parent Company. As resolved during the meeting of 17 January 2024, 68

Ferrovie dello Stato Italiane Group

the Court of Auditors named Valentina Papa as deputy Magistrate to oversee the financial operations of the Company, which had been previously held by Mr. Roberto D’Alessandro. Other corporate governance practices The Code of Ethics The FS Group’s Code of Ethics, updated with resolution of the Board of Directors of 24 February 2026, is a “charter of fundamental rights and responsibilities” whereby the Group establishes and clarifies its ethical and social responsibilities and commitments to all internal and external stakeholders. The FS Group’s Code of Ethics, which the Group companies are required to adopt via a resolution of the respective BoDs, applies to corporate bodies, managers, employees and everyone who, directly or indirectly, permanently or temporarily, transacts and interacts with Group companies. The Code of Ethics sets out the Group’s fundamental values, establishes standards of conduct, and the implementation and control model for compliance with the Code of Ethics. The Code of Ethics is widely published on the FS Group’s intranet and internet sites and compliance with its provisions is a fundamental part of employees’ contractual obligations. Contracts agreed by Group companies also require third parties to comply with its principles. Processing of corporate information The processing of corporate information within the FS Group complies with the provisions of Regulation (EU) 569/2014 on Market Abuse (MAR), as amended by Regulation (EU) 2024/2809, aimed at combating market abuse. In 2025, activities related to the processing of corporate information continued in accordance with current corporate procedures. They started in 2016 with the adoption by FS SpA’s Board of Directors of the company policy document, known - following the most recent amendment on 4 August 2025 – as Guidelines and Procedures “Management and disclosure of Insider Information within the FS Group” (the Insider Dealing Regulation). In order to avoid the risk of the company being held liable for conduct by people within it or related to it, arising from the untimely or premature disclosure of data and information of a privileged and/or confidential nature, the Insider Dealing Regulation therefore defines the principles, mandatory conduct, roles and responsibilities for the processing and management of the Group’s insider and confidential information, and is directed at parties such as Directors, Statutory Auditors and employees of FS SpA and its subsidiaries, consultants, as well as all those who regularly or occasionally have access to privileged/ confidential information (so called insider). In application of the Insider Dealing Regulation and in compliance with MAR, FS has put in place the above procedure, as well

as has adopted, from 2018, a “Code of Ethics for the identification of insiders and the notification of transactions involving FS financial instruments undertaken by them” (the “Internal Dealing Code”), as amended on 9 July 2025, which regulates mandatory conduct, roles and responsibilities of persons, such as the members of the BoD, the standing Statutory Auditors and Chief Officers of FS Italiane SpA, as well as all other parties that were identified previously by FS SpA’s CEO, that have regular access to insider information directly or indirectly relating to FS SpA, and have the power to make management decisions that affect the company’s future direction and outlook. The same obligations also apply to persons closely associated with the parties referred to above. Organisational, management and control model pursuant to Legislative decree no. 231/2001 (231 Models) and the Supervisory Bodies The Guidelines for the application of Legislative decree no. 231/2001 within the FS Group of 31 October 2023, which replaced the previous procedures introduced since 2002, promote the adoption and effective implementation of organisational, management and control models to prevent unlawful acts covered by Legislative decree no. 231/2001 by the FS Group companies, and the establishment of a Supervisory Body vested with autonomous powers of action and control. The aforementioned Guidelines specify the criteria for the composition (either collective or single member based on the complexity of the company) and appointment of the Supervisory Body, as well as the requirements and causes of ineligibility, disqualification and dismissal of its members, as well as the related information flows. With reference to information flows to the Supervisory Body, in December 2022, FS formalised in a special procedure the roles, responsibilities, frequency and operating procedures of the process of managing these flows. Moreover, the Guidelines establish that the Supervisory Body is composed of: (i) at least two members from outside the Group, one of whom - meeting the specific requirements of Legislative decree no. 231/2001 - is named Chairperson; and (ii) the head of the Internal Audit Department or of another member from outside the Group. The non-Group member who is not Chairperson may be a member of the Board of Statutory Auditors. FS SpA’s Supervisory Body currently consists of three external members, Maurizio Bortolotto, with the role of Chairman, Liliana Cataldi and Desirée Fondaroli and was appointed by the BoD on 20 December 2023 for a term of three years. The Compliance & 231 function of FS ensures, including in coordination with the relevant company departments, that the Organisational, Management, and Control Model

of FS is updated periodically; it was last updated on 24 February 2026. In addition, in line with best practices, during 2023 FS SpA adopted an International Compliance Program, i.e., a tool for the Group’s foreign companies aimed at promoting behaviour based on the principles of loyalty, fairness, honesty and integrity through the definition of measures aim to prevent, mitigate and manage corporate responsibility risks, to be adopted in compliance with the relevant local regulations. FS SpA’s 231 Model (General Part) and the International Compliance Program are published in Italian and English on the “Ethics, Compliance and Integrity” web page of the company’s website. It includes sections on the Code of Ethics, the 231 Model, the Anti-Corruption Framework and Policy, the Antitrust Compliance Programme, and the Whistleblowing system. Periodic training is carried out on the Model. Anti-corruption management system and policy ESRS G1-1 – Business conduct policies and corporate culture ESRS G1-3 – Prevention and detection of corruption and bribery The FS Group acts honestly and lawfully and with fairness when conducting business. In this context, it adopts an Anti-Corruption Framework which defines the architecture of the management system for the prevention of corruption across the FS Group, through: • documents applicable at Group level: Code of Ethics and Anti-Corruption Policy; • documents applicable at company level: organisational, management and control model adopted pursuant to Legislative decree no. 231/2001 and Anti-Corruption Management Model34. The Anti-Corruption Policy35 (Policy), the transposition of which is mandatory for all FS Group companies, subject to management and coordination by FS, defines and communicates the Group’s strategy for preventing and combating corruption, based on the “zero tolerance for corruption” principle, with the aim of: • standardising and integrating in a unified framework for the Group companies, both Italian and foreign, the principles and safeguards for preventing and combating corruption; • raising awareness of the rules and behaviour that Group people, wherever they operate (including abroad), and third parties with whom the Group establishes professional or business relationships (suppliers, business partners, consultants, etc.) are required to observe. In fact, the Policy binds third parties who interact with Group companies. To ensure that it is fully knowable and

34. The Anti-Corruption Management Model was published in its first edition (2018) under the name “Anti-Bribery&Corruption management system”. 35. The Anti-Corruption Policy was approved on 6 July 2022 by the FS Board of Directors and updated by board resolution on 27 February 2024.

Directors‘ report

requires compliance by all recipients, it is published, also in English, on the companies’ websites and intranets and referred to in the formats of contracts with third parties and in the standards of employment contracts through a specific clause. The Policy provides for cross-cutting control principles and standards of behaviour for 14 areas considered most at risk: • relations with the public administration (in all its forms); • relations with third parties; • business partners, promoters and business consultants; • gifts and hospitality; • facilitation and extortion payments; • relations with political and trade union organizations; • consultancy, specialist and professional assignments; • work, supply and service assignments; • extraordinary transactions; • personnel selection, recruitment, management and development; • sponsorships, co-marketing (and/or partnerships), contributions and donations; • obtaining and managing public or private funding/ contributions; • real estate management; • accounting records. The FS Group does not allow any conduct that is contrary to the principles, requirements and prohibitions under the Policy and the applicable anti-corruption regulations, providing, otherwise, for the imposition of disciplinary sanctions and the adoption of contractual remedies. The Anti-Corruption Management Model (AC Model)36 implements, at the corporate level, the strategies defined in the Policy, adapting them to the specific legal and operational reference context: through the AC Model, Group companies identify, also based on targeted risk assessments, their risk areas and the related prevention, control and organisational tools. The AC Model requires, among other things, the conduct of periodic anticorruption risk assessments and monitoring activities and requires the implementation of specific plans to mitigate any risks and critical issues detected. The standards of behaviour identified in the anticorruption documents are transposed into company rules and provisions, to make it more immediate to identify the rules to be observed in the performance of activities and facilitate their application. Company provisions relevant to anti-corruption show the “Anti-Corruption” tag at the opening and identify the recipients (Company, employees and/or third parties) and the relevant process. Corporate Anti-Corruption functions take care of reporting on the matter to corporate governance and control bodies and internal stakeholders as identified in the AC Model. In 2024, the anti-corruption management system of FS

obtained certification of compliance with the international standard UNI ISO 37001:2016. The certification is valid for three years and is subject to annual surveillance audits by the Certification Body37. ESRS G1-4 – Incidents of corruption or bribery In 2025 there were no incidents of corruption established by a final conviction, nor were there any fines under Legislative Decree no. 231/2001 imposed on Group companies for this type of facts. Whistleblowing reports ESRS G1-1 – Business conduct policies and corporate culture The FS Group has a procedure to manage whistleblowing reports concerning the Group sent by people within the FS Group or third parties. FS SpA adopted the procedure to manage whistleblowing reports, finally updated in 2023 in compliance with Legislative decree no. 24 of 10 March 2023 on whistleblowing, which constitutes a Group direction and coordination measure with direct applicability for Italian subsidiaries and applicability with integration for foreign subsidiaries. The Procedure governs, at Group level, the reception, analysis and processing of reports (including anonymous reports) on any facts that may integrate: (i) violations of the Code of Ethics, and/or of 231 Model, and of the procedures that constitute its implementation and/or of the Anti-Corruption Policy and of the AntiCorruption Management Model, and/or company rules in any case capable of causing damage or prejudice, even only in terms of image or reputation, to the FS Group; (ii) administrative, accounting, civil or criminal unlawful acts; (iii) unlawful conduct relevant under Legislative Decree no. 231/2001; and (iv) violations of European Union law and additional unlawful conduct pursuant to Legislative Decree no. 24/2023. The reports can be sent, also anonymously, to the Ethics and Reporting Committee and/or the FS Supervisory Body through the following reporting channels: (i) computerised platform, accessible from corporate websites and company intranet; (ii) regular mail; (iii) electronic mail; (iv) telephone line with automatic response system (Interactive Voice Response) with voice recording and counterfeiting, integrated into the computerised platform; (v) verbally, by means of a statement made by the whistleblower, at a specific hearing, to the FS Ethics and Reporting Committee/Supervisory Board, recorded in the minutes and signed by the whistleblower. The computerised platform is the preferred tool for sending and managing reports, as it is best suited to ensure, by means of information technology, the confidentiality of the identity of the Whistleblower and adequate information security measures. Through the

36. The AC Model of FS was updated with “SO_P_Modello di Gestione Anti-Corruption di Ferrovie dello Stato Italiane_n.76 v.02” (Anti-Corruption Management Model of Ferrovie dello Stato Italiane) dated 14 November 2025. 37. The first surveillance audit was successfully conducted in November 2025.

Ferrovie dello Stato Italiane Group

platform, it is possible to submit a report, modify or update a submitted report, consult the status of a submitted report, and receive feedback on the follow-up to the report. The platform allows for: (i) separate the identification data of the Whistleblower from the content of the report, providing for the adoption of codes to replace the identification data, so that the report can be processed anonymously; (ii) keep the content of the report confidential during the entire phase of its management, allowing access only to authorised parties; (iii) adopt secure protocols for the transport of data over the network as well as the use of encryption tools for the content of the report and any attached documentation; and (iv) interact with the whistleblower, ensuring his or her anonymity. The reporting channels, including the access link to the platform, are listed in the Procedure for Management of Whistleblowing Reports and published on the website and on the company intranet in the section dedicated to “Management of whistleblowing reports” (on the website within the page “Ethics, compliance and integrity”). The handling of reports is the responsibility of the Ethics and Reporting Committee and/or the Supervisory Body, the latter with reference to reports of potential 231 relevance; both bodies are supported by a structure of the Audit function with specifically trained personnel. In particular, upon receipt of a report through the dedicated channels, the Ethics and Reporting Committee and/or the Supervisory Body, commence, if the prerequisites are met, the relevant information-gathering and assessment activities, which must be concluded in a reasonable timeframe. Auditing activities are carried out with the support of Audit - a third-level control function reporting to the Chairman of the BoD - so that appropriate corrective actions can be taken, if necessary, any disciplinary proceedings can be initiated, or other initiatives considered appropriate can be taken. The Whistleblower shall be provided with feedback, within three months from the date of the notice of receipt of the report, through the prescribed communication channels, regarding the action taken or intended to be taken on the report. All reports concerning one or more Group companies are forwarded to the competent bodies of the company concerned for investigation. In FS, the following forms of protection of the Whistleblower are provided for: (i) the confidentiality of the identity of the whistleblower is guaranteed from the receipt of the report; (ii) any form of direct or indirect retaliatory or discriminatory measures and conduct adopted against the whistleblower as a result of the report is prohibited (and sanctioned to the extent permitted by the powers and authority of the company), including those omissive, even attempted or threatened, as well as those aimed at third parties related to the whistleblower, such as relatives, colleagues, legal entities owned or worked for by the whistleblowers, who operate in a working environment related to the FS Group. The safeguards described above are guaranteed to whistleblowers even

if the report is later found to be unfounded, except in the case of a report made with malice or gross negligence, as well as to personnel who have cooperated in the investigation activities on the reported facts. To ensure that retaliation against the Whistleblower is not carried out even after a period of time has elapsed since the report was made, monitoring of the Whistleblower’s work situation is activated for FS Group employees by the Ethics and Reporting Committee/Supervisory Body for a period of two years from the date of the report. The company also protects the rights of Involved Persons, first by ensuring, to guarantee appropriate confidentiality, that any communication regarding their identity strictly follows the “need to know” criterion. On a periodical basis, actions are taken in the field of training courses on whistleblowing released on e-learning platforms for all Group personnel with a final learning test. The procedure is ensured maximum dissemination through publication in full version on the company intranet and in summary version on the institutional website, both in Italian and English. Upon hiring, employees are informed of how to access the procedure on the company intranet. Antitrust Compliance Programme The FS Group, aware of the value of competition (both at a European and national level) as a determining and strategic element of its corporate culture and policy, compliance with which constitutes one of the guiding principles of the Group’s Code of Ethics, is constantly committed to implementing the Group Antitrust Compliance Programme (the Programme), most recently updated by DdG (Group provision) no. 69 v.01 of 26 April 2024, “Antitrust Policy of the Ferrovie dello Stato Italiane Group” (Antitrust Policy) in accordance with the Governance Model of the FS Group in force. The Programme is made up of a series of rules, standards of conduct and activities and is binding for all the Group companies, which are required to apply them in their respective businesses, adopting their own relevant Organisational Communications. In particular, the Antitrust Compliance Handbook and the Antitrust Code of Conduct form an integral part of the Programme, respectively describing the limits imposed by the national and European antitrust laws and setting out in a simple and clear manner the main rules of conduct to be observed by every FS Group employee to ensure full compliance with the antitrust regulations. Among the pillars of the Programme, we must note the periodic training activity, aimed at raising the awareness of FS Group personnel on antitrust issues. In implementation of the provisions of the Antitrust Policy, the Responsible Body deals with preparing and administering training of cross-cutting interest to FS Group personnel. For this purpose, it has: (i) prepared and made available to all FS Group companies a mandatory e-learning training course on competition and public procurement, dedicated to the personnel of the purchasing and procurement Directors‘ report

functions of FS Group companies; (ii) organised and conducted, in collaboration with the Regulatory Affairs and Antitrust departments of the Business Unit Lead Companies, a training session on the regulatory and antitrust issues of FS Group Governance, intended for the staff of FS Group companies; (iii) delivered a training session on the management of sensitive information within vertically-integrated company groups, intended for FS SpA personnel. Periodic training dedicated to specific issues of interest to individual Group companies is also delegated to the antitrust functions of the relevant Business Unit Lead Companies, which may prepare special training seminars. Related Parties FS SpA has laid down rules for Related Party Transactions with the aim of ensuring a safeguard to guarantee the transparency and substantive and procedural correctness of such transactions. This initiative is inspired by the principles set forth in Article 2391-bis of the Italian Civil Code, Consob Regulation No. 17221/2010, and the applicable provisions of the MAR, in compliance with IFRS Accounting Standards issued by the IASB, and adopted by the European Union, and of Article 2427 of the Italian Civil Code. The aforementioned regulations consist of the following documents: • a Group Policy, finally updated by a BoD’s resolution of 24 February 2026, which defines the process for the identification, approval and execution of Related Party Transactions, specifying the principles, roles and responsibilities with which the corporate bodies and company departments of FS and its subsidiaries must comply to ensure the transparency and substantial and procedural correctness of the Transactions; • a Group PAC governing the administrative and accounting issues of the disclosure of Related-Party Transactions to be rendered in the preparation of the annual and half-yearly financial reports, as well as the information flows to the competent departments responsible for the preparation of the aforementioned documents, to ensure the adequacy and substantial correctness of the financial reporting itself. Other committees In terms of its internal organisational profile, FS SpA has set up other committees with steering and support functions for its activities. Their members are appointed on a pro tempore basis from certain company departments. Among the main committees are: • the Ethics and Reporting Committee38 is a body with an advisory and guiding role within the framework of the principles and rules of the Group’s Code of Ethics, as resolved by FS SpA’s BoD;

• The Group’s Equal Opportunities Committee is a bilateral, joint body established under the national collective labour agreement, which has the purpose to promote initiatives and positive actions to offer female workers organisational conditions and a distribution of duties that are more favourable, with a view to facilitating the achievement of a work/family balance. It consists of a national committee and 15 local committees; • The FS Group Gender Equality Committee, which is entrusted with the task of ensuring the definition of the FS Group Gender Equality policy compliant with the relevant legislation, ensuring its effective adoption and continuous implementation; • The Sustainability Strategy Committee has been set up to ensure the integration of sustainability best practices in the Group’s business strategies, and promote the values and principles of sustainable development; • The Green Bond Working Committee set up to identify new projects eligible under FS SpA’s Green Bond Framework and monitoring the ongoing fulfilment, for those identified, of the criteria for financing through green bonds; • The AI Sponsorship Executive Committee is the body responsible for promoting the adoption of Artificial Intelligence (AI) within the FS Group, defining the methods, principles, and values to be upheld in the integration of AI solutions; • The AI Ethics & Compliance Committee is the body responsible for overseeing the processes of development and/or adoption of Artificial Intelligence within the FS Group, in order to ensure consistency with the AI Ethical Principles adopted by the Group, as well as compliance with the regulatory framework for Artificial Intelligence, as incorporated into company policies and procedures; • The Executive Committee for Innovation, which is tasked with promoting innovation within the FS Group by defining the methods, principles, and values to be pursued in the implementation of innovative initiatives. In addition to the above-mentioned committees, the following are also established: the Credit Committee, the FS Group Supplier Qualification Committee, the Sponsorship and Partnership Committee, the Group Crisis Management Committee, the National Joint Committee on training for the FS Italiane Group/Pilot Committee, and the Capital Allocation Committee. Protection of human rights The FS Group promotes the protection of human rights among its stakeholders, thus helping to create a responsible chain in accordance with the United Nations Universal Declaration of Human Rights and

38. On 25 February 2026 the name of the Ethics and Reporting Committee was updated to the (original) name of Ethics Committee.

Ferrovie dello Stato Italiane Group

the International Labour Organization Fundamental Conventions. Specifically, the Group promotes open and inclusive workplaces, it is against any discriminating or harmful behaviour, prevents any form of irregular work and encourages policies that are supportive of personnel’s well-being. In 2017, the FS Group joined the United Nations Global Compact, undertaking to comply with the 10 human rights, labour, environmental and Anti-Corruption principles and integrate them in its business, principles which integrate and reinforce the commitments previously established in the Sustainability Policy, the Code of Ethics, the 231 Model, the Anti-Corruption Management Model, and the Anti-Corruption Policy. By joining the Global Compact, the Group has formally undertaken to: • uphold and comply with international human rights provisions; • ensure that it is not co-responsible for the misuse of human rights regulations. Furthermore, in November 2023, the CEO of FS signed the United Nations network’s “Businesses for People and Society” Manifesto, in which he pledged to enhance the role of the social dimension of sustainability in corporate strategies - respecting, for example, human rights and labour rights - and to generate value in supply chains. The Group maintains its commitment to prevent human

rights violations of any kind across the entire value chain through: • the use of standard and specific contractual human rights39 clauses in contracts with suppliers including the signing of the Group’s Code of Ethics, and the introduction of a scoring criterion relating to the supplier’s sustainability profile40; • the pursuit of better methods for supply chain management thanks to the preparation of the “Sustainable procurement management guidelines” to integrate the more recent national and international sustainability standards - including human rights - in the procurement of goods, services and works; • protecting the rights of passengers with disabilities or reduced mobility through assistance services to passengers with physical, sensory, or motor disabilities at 382 stations, guaranteed by the network of Blue Rooms; • protecting the rights of disadvantaged people who seek shelter at railway stations through the network of help centres at premises of FS inside or near railway stations. For more details, please refer to the social and governance information in the Consolidated Sustainability Report.

39. Regarding the awarding of contracts and the concessions of labour-intensive works and services in particular, the FS Group applies “social clauses”, i.e., provisions that oblige to comply with certain social and labour protection standards to promote employment stability of the staff employed. 40. In 2017 RFI SpA started the application of a scoring criterion in tenders, which includes, among evaluation requirements, the respect for human rights; in building on this RFI initiative, work commenced on the “Supply Chain Sustainable Management” project to improve the sustainability profile of FS Group suppliers.

Directors‘ report

5. MAIN EVENTS New EMTN bond issues On 21 March 2025, the BoD of FS SpA approved the issuance of new EMTN (Euro Medium Term Note) bonds and the use of other funding instruments for a total maximum amount of €1.95 billion to meet the Group’s medium- and long-term requirements. All bond issues, under the €12 billion EMTN Programme listed on the Irish Stock Exchange, shall be reserved for Institutional Investors. The BoD of FS approves the new Group Governance Model On 21 March 2025, the BoD of FS SpA approved the new Group Governance Model, in accordance with the Strategic Plan 2025-2029. A business structure has been established which provides for the identification of the following Business Units (BUs) with related “Lead Companies”: (i) Infrastructure – Railways BU headed by RFI; (ii) Infrastructure – Roads BU headed by Anas; (iii) Transport – Freight BU headed by FS Logistix; (iv) Transport - International Passengers BU headed by FS International; and (v) Transport – Passengers BU headed by Trenitalia. In compliance with the regulations in force and without prejudice to the full operational, organisational and risk management autonomy of the direct and indirect subsidiaries, FS performs functions of strategic guidance, supervision and implementation and financial coordination of the common business design of the Group and carries out management and coordination activities – only on a participatory basis, and not also on a contractual basis, as envisaged in the previous model - with respect to the BU Lead Companies and the other companies that are directly controlled by FS. Each BU Lead Company carries out technical and operational coordination and control vis-à-vis its subsidiaries. To align the organisational structure of the FS Group with the new Governance Model, the following major extraordinary transactions were carried out in 2025: • On 6 May 2025, the Extraordinary Shareholders’ Meeting of Trenitalia SpA approved a capital increase from €1,607 million to €1,655 million (thus for a total amount of €48 million) through the issuance of 96,452 ordinary shares, fully paid-up through the parent company FS SpA’s contribution of the entire investment held in Busitalia Sita Nord Srl, equal to 100% of the related quota capital; • On 8 May 2025, the Extraordinary Shareholders’ Meeting of RFI SpA approved a capital increase from €31,528 million to €31,536 million (thus for a total amount of €8 million) through the issuance of 8,047,399 ordinary shares, fully paid-up through the parent company FS SpA’s contribution of the entire investment held in FS Engineering SpA (formerly 74

Ferrovie dello Stato Italiane Group

Italferr SpA), equal to 100% of the related share capital; • On 23 October 2025, the deed of partial demerger of Trenitalia in favour of FS International was signed through the assignment of the International Business Unit, consisting, among other things, of the investments held in ILSA, Trenitalia France, Trenitalia UK, Qbuzz/ QMS, Netinera, and Hellenic Train; • On 16 June 2025, a deed was entered into for the merger of Grandi Stazioni Immobiliari SpA by incorporation into FS Sistemi Urbani SpA. The extraordinary transaction is in line with the Group’s Strategic Plan and is part of the ongoing process of concentrating non-core real estate assets in FSSU; • On 5 August 2025, the Deed was signed for the partial demerger of FSTechnology in favour of FS Security, which involved the transfer of the Cyber Business Unit, focusing on Cyber Security Solutions and Operations, with the aim of protecting the FS Group, with effect for legal and accounting purposes as from 1 September 2025. For further details, please refer to Note 4.2, “Change in the scope of consolidation” in the Consolidated Financial Statements. Mercitalia Logistics: change in company name and capital increase On 7 April 2025, the Shareholders’ Meeting of Mercitalia Logistics SpA approved the change in the company name to FS Logistix SpA (hereinafter referred to as FS Logistix). Subsequently, on 19 May 2025, the Extraordinary Shareholders’ Meeting approved an increase in the share capital by an amount of €2.45 million, which is in addition to that already approved by the Shareholders’ Meetings held on 20 December 2022, and 31 May 2023, thereby bringing the maximum amount of the company’s authorised capital increase to €606.5 million. On 27 February 2025 and 27 August 2025, the sole shareholder FS SpA then subscribed to and paid up, respectively, the fifth tranche (amounting to €96 million) and the sixth tranche (amounting to €14.4 million) of the capital increase. Following the payment, FS Logistix’s share capital amounts to €495.7 million. At present, the remaining shares still to be subscribed amount to €110.9 million. Completion of the sale of the investments held by Anas SpA On 15 April 2025, the sale of the investments held by Anas SpA in the concessionary companies Concessioni Autostradali Venete – CAV, Autostrada Asti – Cuneo, Società Italiana per Azioni per il Traforo del Monte Bianco – SITMB and Società Italiana Traforo Autostradale

del Fréjus – SITAF was finalised for the amount of €342 million, equal to the net book value of those investments recorded in the 2024 financial statements of Anas SpA, in accordance with Decree Law 155/2024, converted into Law 189/2024. Standard & Poor’s Rating upgrade On 18 April 2025, S&P’s upgraded FS SpA’s long-term Rating from “BBB” to “BBB+” with a stable outlook as a direct consequence of the upgrade to the Rating of the Italian Republic - carried out on 11 April 2025 by the same Agency – according to the methodology applied by S&P’s to the Rating of FS. The short-term Rating was confirmed at “A-2”. Contract renewal On 22 May 2025, agreements were signed to renew the National Collective Labour Agreement for Mobility/ Railway Operations and the FS Italiane Group Company Agreement, covering the three-year period from 2024 to 2026. Among the main changes provided for in the agreements are a €230 increase at the C1 job level, paid in three instalments between June 2025 and June 2026, a One-time Allowance of €1,000 for contractual vacation at the C1 job level paid in August 2025, an increase from 2% to 3% in the employer’s contribution to the Supplementary pension fund with effect from 1 January 2026, and an increase from €100 to €300 in the annual welfare contribution for work-life balance as from August 2025. Bond issue in private placement with Eurofima On 23 May 2025, FS finalised a new bond issue in private placement with Eurofima, for €400 million, at a floating rate and maturing in May 2040 (with a term of fifteen years). The trains being financed are aligned to the criteria of the European Taxonomy and make a positive contribution to environmental and social sustainability by promoting the modal shift to rail. In using the funds from this issue, FS granted Trenitalia an intercompany loan to finance Trenitalia’s rolling stock used in the public service. Green Bond Issue – Series 25 On 17 June 2025 – with settlement on 24 June – FS SpA placed its tenth green bond in an amount of €800 million, maturing in 7 years. The bond has a fixed coupon of 3.375% and was issued under the EMTN Programme mentioned above. The bond was listed on the Euronext Dublin Stock Exchange and, for the first time, on the MOT (Mercato Telematico delle Obbligazioni, Electronic Bond Market) of the Italian Stock Exchange. The issue is dedicated to the financing of Eligible Green Projects in accordance with the FS Green Bond Framework updated in June 2022. Specifically, all proceeds will be used to finance both the maintenance costs relating to Trenitalia’s electric passenger trains, and the works on the railway infrastructure for the completion of RFI’s Turin-Milan-

Naples high-speed network. Proceeds from the issue were allocated through signing intercompany loan agreements between FS and its subsidiaries Trenitalia and RFI. Investors also include the European Investment Bank (EIB), which, for the first time, has subscribed to an Italian public corporate green bond issue. FS Energy SpA On 17 July 2025, FS Energy SpA was established as a wholly-owned company of FS SpA, with the task of managing energy activities on behalf of all Group companies, entailing the consequent and consistent need to consolidate all resources, operations, assets, and contracts in the energy sector within FS Energy, with specific provision for the transfer of the Energy Business Unit of RFI. On 18 December 2025, the deed of partial demerger of RFI in favour of FS Energy was entered into with legal, accounting, and tax effects from 1 January 2026. As of 31 December 2025, the company was not yet operational and was therefore excluded from the scope of consolidation. Fitch Rating upgrade On 25 September 2025, Fitch Ratings upgraded the long-term Rating of FS from “BBB” to “BBB+” with a stable outlook as a direct consequence of the upgrade to the Rating of the Italian Republic - carried out on 19 September 2025 by the same Agency – according to the methodology applied by Fitch to the Rating of FS. The Standalone Credit Profile was raised to “BBB+” from “BBB”. The short-term Rating was upgraded to “F1”. EMTN Programme Update On 15 October 2025, FS updated its Euro Medium Term Note (EMTN) Programme, which is listed on the Dublin Stock Exchange and is reserved for institutional investors. Upon the issuer’s request, the notes may also be listed on the MOT (Mercato Telematico delle Obbligazioni, Electronic Bond Market) of the Italian Stock Exchange and may be issued in the form of global notes held in central securities depositories at Euroclear and Clearstream, or in dematerialised form and held in central securities depository at Euronext Securities Milan. The Programme’s “BBB+” rating was confirmed by Fitch and S&P. Fitch Rating confirmation and outlook upgrade On 21 October 2025, the rating agency Fitch released its annual assessment of FS Italiane’s credit profile, confirming the Long-Term Issuer Default Rating at BBB+ and the Outlook at “stable”. Fitch also confirmed the Standalone Credit Profile (SCP) of FS at “BBB+”. The Short-Term Issuer Default Rating was confirmed at “F1”. New bank loan agreements On 19 November 2025, FS Italiane signed two loan agreements with Intesa Sanpaolo for a total amount of Directors‘ report

€250 million, expiring by 2031. The first agreement, concerning a €150 million green loan with a 6-year term, is intended for the purchase of rolling stock for the FS Group’s freight business. The second agreement, on the other hand, has a term of 5 years and is worth €100 million. The proceeds from these transactions will be used to fund medium- to long-term investments across the FS Group’s various business areas. Standard & Poor’s Rating confirmation On 26 November 2025, S&P’s published its annual review of the credit profile of FS, whose ratings are BBB+/ Stable/A-2 and mirror those of the Italian Republic. The Stand-Alone Credit Profile (SACP) was revised from “BBB+” to “BBB” as a result of increased reliance on

Ferrovie dello Stato Italiane Group

debt to support infrastructure investments of strategic importance to the FS Group and for the entire country’s economy. FS publishes its seventh Green Bond Report On 16 December 2025, FS published its seventh Green Bond Report, with the aim of informing investors about the allocation of proceeds from the Green Bonds issued under the EMTN Programme up to Series 23, for a total of €4.95 billion, as well as the positive impacts that the financed investments generate in terms of environmental sustainability. The Report also includes details relevant to the compliance of the funded projects with the European Taxonomy and has obtained a third-party opinion from PwC.

6. THE GROUP’S PERFORMANCE THE GROUP’S FINANCIAL POSITION AND PERFORMANCE For the purposes of describing its financial position and performance, the FS Group prepared reclassified financial statements (statement of financial position and income statement) in addition to those required by the IFRSs issued by the International Accounting Standards Board and adopted by the European Union and by the Group. The reclassified financial statements comprise performance indicators, which management deems useful in monitoring the FS Group’s performance and in presenting the

financial results of the business. The methods used to construct these indicators are described in the previous section, “Key and glossary.” Comparative data are presented in a consistent manner for all reporting periods; the reclassifications made in certain items at 31 December 2025, aimed at better reflecting the Group’s financial position, have also been applied to the corresponding figures for the previous financial period.

Consolidated income statement millions of euros

Revenue Operating costs

2025

2024

Change

17,254

16,529

725

(14,882)

(14,288)

(594)

EBITDA

2,372

2,242

131

Amortisation, depreciation, provisions and impairment losses

(2,022)

(1,898)

(124)

EBIT

350

343

Net financial income (expense)

(273)

(505)

232

(46)

Pre-tax profit (loss)

(162)

239

148

Income taxes

(47)

(46)

(1)

Net profit (loss) for the year

(208)

238

115

PROFIT (LOSS) FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT

(198)

233

118

PROFIT (LOSS) FOR THE YEAR ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

(5)

(10)

The 2025 financial year ended with a Net profit for the year of €30 million (compared to a net loss of -€208 million in 2024). The two key interim results, EBITDA and EBIT, showed a positive balance with an upward trend, further bolstered by the impact of financial income and expenses. Revenue showed an increase of +€725 million (+4%) following the rise in Revenue from transport services for +€483 million, and Revenue from infrastructure services for +€473 million, offset by a reduction in Other revenue from contracts with customers for -€395 million. Other revenue and income showed a total increase of +€164 million. Specifically, Revenue from transport services (+€483 million): • Revenue from the HS and Intercity businesses showed an increase of +€157 million compared to the previous year, of which +€122 million in commercial service, and +€35 million in the Intercity service. Revenue from the national HS business rose by +€48 million, mainly due to average unit revenue, to which must be added €9 million from FS Treni Turistici, which operates trains for historical and tourist purposes.

In the international HS rail business segment, higher revenue was reported by Trenitalia France (+€50 million) and Intermodalidad de Levante (+€15 million). The Intercity business showed an increase of +€35 million, driven by a rise of +1.2% in demand volumes and of +2.3% in train-km output; • Revenue from Regional rail passenger service increased by a total of +€155 million, +€168 million internationally and -€13 million domestically. In foreign countries, higher revenues were recorded in the Greek market (+€135 million), including the recognition of a regulatory credit for compensation required by the PSO contract (public service obligation), for the years from 2022 to 2025, and in the German market (+€85 million), against lower revenues in the UK market (-€52 million) following the expiration of the concession for the nationalisation of rail transport in Great Britain. Trenitalia’s Regional Business recorded an increase of €17 million in traffic revenues compared to 2024, primarily due to contractual fare increases and higher passenger volumes on weekends and during holidays while revenues under service contracts with Regions showed a change of +€8 million. Of the total amount, the removal of FSE from the scope of consolidation in Directors‘ report

2024 resulted in a reduction of -€38 million; • Revenue from road transport increased by +€169 million, of which +€188 million in the international market (+52%), essentially due to the new concessions acquired by Qbuzz in the Zuid Holland Noord and Fryslan areas of connections, as well as the contract indexation of fees, against a reduction of -€19 million domestically, mainly driven by the deconsolidation of FSE in 2024 (-€33 million), which was offset by higher revenues from the companies in the Busitalia group (+€14 million); • Revenue from rail freight showed a positive change of +€2 million. Revenue from infrastructure services showed an increase of +€473 million compared to 2024 (+10%). The change is mainly attributable to Anas (+€465 million), due to an increase in work performed during the year for management services on the network under concession (+€453 million), and to higher Service and Concession fees, primarily due to an addition to the annual usage fee (+€12 million). RFI recorded an increase in revenue from services under concession on the railway infrastructure (+€32 million), as well as higher toll revenues due to both an increase in tariffs (ISTAT revaluation) and higher traffic volumes (+€9 million). The total of the item was affected by the deconsolidation of FSE in 2024 for an amount of -€33 million. Other revenue from customer services showed a decrease of -€395 million compared to 2024, essentially due to the disposal of the decommissioned Farini and San Cristoforo railway yards, which had been finalised by FS Sistemi Urbani SpA in the previous year (-€397 million). The residual increase in Other revenue (+€164 million) mainly benefitted from higher revenue from grants allocated by the MEF under the Programme Contract (+€290 million), largely offset by the impact of changes in the scope resulting from FSE’s exit in 2024 (-€127 million). Operating costs stood at €14,882 million, up by +€594 million (+4%) compared to 2024. Specifically: • net personnel expense increased by +€249 million, mainly linked to the increase in workforce and the average unit cost of labour, as well as in supplementary allowances and other permanent staff costs (+€442 million), offset by lower “Accruals and releases” (-€230 million) relating to labour litigation, early retirement incentives and other contractual requirements; • other net costs increased by +€345 million, and were mainly related to: (i) higher costs for raw materials and consumables (+€46 million), mainly due to higher consumption of materials on investment projects; (ii)

Ferrovie dello Stato Italiane Group

lower costs for electricity and fuels for traction (-€28 million), essentially due to the combined effect of trends in the average annual price of energy costs and of the compensatory allowance regulated by the Special Tariff Scheme (Electricity Market Regulatory Authority, ARERA); (iii) lower change in inventories of land and buildings for trading (-€151 million), mainly related to the already mentioned disposal of the Farini railway yard completed in 2024; (iv) higher costs for services (+€878 million), in particular maintenance (+€644 million) and transport services (+€103 million); (v) lower other operating costs (-€127 million); (vi) higher capitalised costs for materials, personnel, and IT and transport services (-€282 million). The gross operating profit (EBITDA), equal to €2,372 million, increased by +€131 million, or +6% compared to 2024 as a result of the revenue and cost trends described above. The Operating profit (EBIT) amounted to €350 million (€343 million at 31 December 2024, +2%), and was impacted by higher amortisation and depreciation of +€81 million, and higher net impairment losses and value adjustments of +€12 million, as well as by lower releases of provisions of +€31 million. The Net financial expense, showing a net balance of €273 million, showed an improvement of +€232 million compared to the previous year. Financial income showed a decrease of -€119 million, primarily due to derivatives, as a result of the termination of certain contracts that had reached their expiry date (-€60 million), lower interest on bank and postal accounts (-€33 million), lower financial income from interest accrued in 2024 on the financial receivable claimed from FSE (-€21 million), and lower foreign exchange gains (-€5 million); financial expense too showed a decrease of +€269 million, essentially due to lower financial expense on debt (+€93 million) and impairment losses of +€176 million recorded in the previous year with regard to FSE. The results from companies accounted for by using the equity method resulted in an increase of +€82 million. As of 31 December 2024, this item also included, for a net amount of €102 million, the results of operations from the concessionary companies invested in by Anas, which were sold on 15 April 2025, and the write-down applied to them. Income taxes for the year showed an increase of €1 million, mainly due to lower current taxes (IRES (Corporate Income) and IRAP (Regional Production Activity) taxes recognised in the period, -€14 million) against higher current foreign taxes (+€1 million), tax adjustments for previous financial periods (+€3 million), and domestic and foreign deferred tax assets and liabilities (+€11 million).

Reclassified statement of financial position millions of euros

31.12.2025

31.12.2024

Change

Net operating working capital

(3,061)

(2,480)

(581)

Other assets, net

5,033

5,721

(688)

Working capital

1,972

3,241

(1,269)

Net non-current assets

54,784

54,148

636

Other provisions

(2,125)

(2,445)

320

342

(342)

54,631

55,286

(655)

Net current financial (position) debt

(101)

2,142

(2,243)

Net non-current financial (position) debt

12,934

11,392

1,542

Net financial position

12,833

13,534

(701)

Equity

41,798

41,752

COVERAGE

54,631

55,286

(655)

ASSETS

Net assets held for sale NET INVESTED CAPITAL COVERAGE

The Group’s Net invested capital, amounting to €54,631 million, decreased by €655 million in 2025 as a result of the decrease in Working capital (-€1,269 million), and in Net assets held for sale (-€342 million), partially offset by an increase in Net non-current assets (+€636 million), and a reduction in Other provisions (+€320 million). Net operating working capital, which stood at a negative amount of €3,061 million, showed a decrease of €581 million compared to the previous year, which mainly derived from: • a lower balance of net trade items (-€562 million), specifically due to higher payables for greater works performed during the year in relation to investment projects on the rail, road and motorway network; • lower receivables related to Service Contracts (-€119 million) from the Regions and the MEF due to the dynamics of their rebalancing and to receiving the adjustment payment on the Intercity Service Contract fee from the MEF for the period from 2018 to 2020; • higher inventories (+€99 million), mainly attributable to higher amounts of raw materials and consumables, net of the provision for write-down, primarily due to increased output at the National Workshops in Bari, Pontassieve and Bologna (+€110 million), and to a reduction resulting from the sale of land and buildings for trading (-€8 million). Other assets, net, which amounted to €5,033 million, showed a decrease of €688 million, which substantially arose from the combined effect of: • lower net receivables from the Ministry of Economy and Finance (MEF), the Ministry of Infrastructure and

Transport (MIT) and other Italian government bodies/ administrations (-€346 million), for the accrualsbased accounting of new grants and receipts for the year, net of the change in advance payments allocated to the projects that have been started; • a lower balance of other net assets (-€322 million), mainly due to higher liabilities to personnel, social security institutions, and other payables; • a decrease in net VAT credits (-€20 million). Net non-current assets, which stood at €54,784 million, increased by €636 million, substantially due to: • a net change in fixed assets, equal to €579 million, specifically due to: ‒ higher investments in the year, equal to €14,105 million; ‒ set-up grants equal to €11,439 million; ‒ amortisation and depreciation equal to €1,858 million; ‒ disposals and divestments (-€158 million) and impairment losses (-€87 million), mostly related to rolling stock that was found to be obsolete; ‒ reclassifications (+€16 million), mainly related to changes in the intended use of the areas concerned; • the increase in the value of equity-accounted investments and other minority investments at fair value (+€57 million) mainly due to the results achieved by the investee companies and TFB SpA’s subscription to the share capital of BBT SE, partially offset by set-up grants awarded by the MEF and accounted for as an adjustment to the value of the investment itself. The section below provides a breakdown of the Group’s technical capital expenditure. Directors‘ report

Other provisions showed a decrease of €320 million, attributable to: a reduction in post-employment benefits and other employee benefits (+€55 million), mainly due to the payments to outgoing personnel in the year, and the advances paid, as well as the change in actuarial gains; a reduction in other provisions for risks (+€261 million) as a result of both the updating of the analytical assessment of the riskiness of litigation with respect to the property, civil, labour and employment law segments of disputes concerning works and concession arrangements, and the conclusion of civil litigation against third parties;

the change in the provision for deferred tax assets and liabilities (+€4 million) resulting from new temporary differences and the releases generated by Group companies during the year. Net assets held for sale showed a reduction of -€342 million due to the recognition, during the previous year, concerning the value of Anas’ concessionary equity investments, which, following Decree Law no. 155 of 2024, were transferred to Autostrade dello Stato SpA during 2025. millions of euros

Net financial position

31.12.2025

31.12.2024

Change

Net current financial (position) debt

(101)

2,142

(2,243)

Cash pooling accounts

(320)

(196)

(124)

Fifteen-year grants from the MEF to be collected

(10)

Loans and borrowings from other financial backers

(5)

Bank loans and borrowings

3,498

4,464

(966)

Bonds

1,276

1,598

(322)

Concession assets

(3,624)

(3,325)

(299)

Contract advances

613

609

Current financial liabilities

235

254

(19)

Current derivatives

(3)

(13)

Other

(1,766)

(1,244)

(522)

Net non-current financial (position) debt

12,934

11,392

1,542

Fifteen-year grants from the MEF to be collected

(65)

(75)

Loans and borrowings from other financial backers

Bank loans and borrowings

3,777

1,939

1,838

Bonds

7,737

7,716

Concession assets

(467)

(90)

(377)

Contract advances

1,236

1,223

778

(3)

Non-current financial liabilities Non-current derivatives

Other

(74)

(99)

Total

12,833

13,534

(701)

Ferrovie dello Stato Italiane Group

The Net financial position showed a net debt of €12,833 million and recorded an improvement of €701 million compared to 31 December 2024, essentially due to the net effect of: • an increase in financial assets for service concession arrangements (-€676 million), determined by the net effect of an increase in receivables due and payable in relation to the output achieved on the infrastructure under concession – primarily road infrastructure -, and a decrease generated by receipts during the year for reimbursements from Ministries and Authorities; • a net increase in other financial assets and liabilities (-€497 million), mainly due to higher cash and cash equivalents; • a net increase in bank loans and borrowings (+€872 million), mostly due to the execution of new loan agreements (+€298 million), and an increase in current funding (+€832 million), as well as an increase in factoring transactions on the part of the Group (+€117 million), offset by loan repayments and a decrease in the EuroCommercial Paper Programme debt (-€380 million). It should also be noted that, as from 2025, the four-year loan agreement (entered into at the end of 2024) between the Holding company and Intesa Sanpaolo, in the amount of €2,000 million, is in effect, which is aimed at covering non-recurring maintenance costs for the railway infrastructure and is characterised by ESG objectives. The transaction enabled the rescheduling of debt from short-term to medium/long-term compared to the previous shortterm loan agreement signed with the same bank in 2023; a decrease in bonds (-€301 million), mainly attributable to repayments for the period (-€1,501 million), offset by the subscription of new bonds under the EMTN Programme (+€800 million) with fixed coupon and a 7-year maturity and under the Eurofima Programme (+€400 million) at a floating rate and a 15-year maturity; • an increase in the cash pooling balance (-€124 million), which comprises the payments made by the MEF in accordance with the Programme Contract for railway infrastructure, linked to the discrepancy between the timing of collection of state resources and the related payment to suppliers, in particular works contractors; • a decrease in financial liabilities for leases (-€19 million) as a net effect of the registration of new contracts, repayments, and debt valuations for the financial period; • a net decrease in derivative assets (+€15 million) following the fair value measurement carried out as at 31 December 2025, due to the trend in hedged rates during the reporting period; • an increase in advances for works to be executed (+€17 million) in relation to the share of grants

already collected against works still to be carried out related to Anas SpA; • a decrease in the financial receivable from the MEF linked to the railway infrastructure business (+€10 million), due to receiving the grants provided for under the “Aid-Ter Decree” during the period. Equity amounted to €41,798 million, showing an increase of €46 million, mainly due to: • the profit for the year (+€30 million), including the share attributable to non-controlling interests; • the change in valuation reserves on derivatives – Cash Flow Hedge and discounting of postemployment benefits (+€6 million); • the change in minority interests resulting from increases in the share capital and/or share premium reserve of Tunnel Ferroviario del Brennero SpA (+€18 million), and from a net loss for the year attributable specifically to Intermodalidad de Levante SA (-€5 million). Sustainable finance The Group has decided to finance projects that contribute to the improvement of the Group’s performance through the following sustainable finance instruments: • Green bonds: the FS Group has developed its own Green Bond Framework, in line with the International Capital Market Association’s Green Bond Principles and aligned with the EU taxonomy and has established a Green Bond Working Committee to implement and update the Green Bond Framework, with specific regard to the identification and evaluation of eligible green projects. Green bonds are issued under the EMTN Programme and the Green Bond Framework, with the aim of properly targeting and enhancing the sustainability profile of the FS Group among investors, thus improving and diversifying access to the capital market. From 2017 to 2025, ten Green Bonds were issued for a total of €6.35 billion, including three Green Bonds subscribed by the EIB between 2021 and 2023 for a total amount of €1.05 billion. With these green issues, FS has financed investments for new rolling stock for regional and high-speed passenger transport, electric locomotives and wagons for freight transport, modernisation and retrofit of electric trains, passenger coaches and existing wagons with zero direct CO2 exhaust emissions, and high-speed rail infrastructure; • Revolving Credit Facility: the Revolving Credit Facility (RCF) is a committed credit line (currently €3.5 billion) made available by a pool of banks, the cost of which is linked to specific KPIs in the matter of ESG (Sustainability Linked). From 2024, the KPIs relate to investments aligned with the European Directors‘ report

taxonomy, the Group’s energy efficiency, and the gender gap. Upon achieving the contractuallyagreed targets, FS can benefit from inherent savings in interest and fee expenses related to the use of the credit line. Symmetrically, if one or more targets are not met, FS will incur higher interest and commission expenses; • Green/ESG Loan: FS has entered into bilateral bank loan agreements with green label or with ESG profile in recent years. With regards to green loans, a €100 million loan for RFI’s High Speed rail investments and a €150 million loan for investments in rolling stock on the part of TX Logistik and Mercitalia Rail are currently outstanding. With regards to loans with ESG profile, the first one of €100 million, entered into with Banco BPM,

Ferrovie dello Stato Italiane Group

provides for a mechanism for indexing the interest cost with the same KPIs included in the RCF. On the other hand, the second one of €2 billion, entered into with Intesa Sanpaolo, is aimed at financing investments aligned with the EU taxonomy inherent to the construction and/or modernisation of the electrified rail network; • ESG Bond: the supranational body Eurofima has signed seven bond placements aimed at refinancing investments, fully aligned with the EU taxonomy, i.e., electric rolling stock used for public passenger transport; in addition, the European Investment Bank (EIB) has signed two private placements under the EMTN programme of FS, aimed at financing hybrid trains, a type of investment aligned with the EU taxonomy.

Reconciliation as at 31 December 2025 and 2024 Reconciliation as at 31 December 2025 and 2024 and for the years then ended between profit (loss) for the year and equity in the separate financial statements of Ferrovie dello Stato Italiane SpA and the FS Group’s consolidated financial statements. millions of euros

31 December 2025

31 December 2024

Equity

Profit for the year

Equity

Profit for the year

40,722

100

40,623

431

- portion of current and previous years’ profits attributable to the owners of the parent

1,841

150

1,867

(212)

- elimination of impairment losses on equity investments

715

717

183

- reversal of dividends

(4)

(208)

(4)

(428)

2,552

(52)

2,580

(457)

160

138

(51)

- reversal of intragroup profits

(1,217)

(124)

(1,093)

(97)

- reversal of taxes arising on tax consolidation

(188)

(261)

(131)

- other

(141)

(130)

107

Total

(1,386)

(13)

(1,346)

(172)

Separate financial statements of FS Italiane SpA Profits (losses) of consolidated investees since acquisition, net of dividends and impairment losses:

Total Other consolidation adjustments: - equity accounting of investments in unconsolidated subsidiaries and associates

- Valuation reserves

(284)

(286)

- Translation reserve

(5)

(9)

Equity attributable to the owners of the parent

41,599

- Equity attributable to non-controlling interests (excluding profit for the year)

204

- Profit attributable to non-controlling interests

(5)

(10)

Equity attributable to non-controlling interests

199

(5)

190

(10)

41,798

41,752

(208)

Total consolidated equity

41,562

(198)

200

Directors‘ report

INVESTMENTS The year 2025 marked yet another record period for investments on the part of the FS Group, which is actively involved in the development of the NRRP, confirming the Group’s key role in supporting the national industrial system. In line with the trend in the past decade, the Investment/ Depreciation ratio continued to remain consistently above 1, thus ensuring not only the replacement of capital that

becomes obsolete year after year, but also steady growth to support the development and renewal of the transport, infrastructure, and logistics sector. In summary, the Group’s total capital expenditure in 2025 amounted to €14,105 million, of which €2,666 million was self-financed and €11,439 million came from public sources, showing an increase of approximately 6% compared to the corresponding figure at the end of 2024. millions of euros

2025

14,105

2024

13,293

2023

12,590

2022

8,115

2021

9,976

2,000

4,000

6,000

8,000

During 2025, the FS Group developed and managed technical capital expenditure41 totalling €18,269 million (€17,559 million in 2024, showing a 4% increase), 98% of which in Italy, composed as follows: • approximately 65.9% of the accounting entries concerned the Infrastructure – Railways business segment, in the context of which an amount of €11,675 million was invested in RFI’s projects; • approximately 20.4% of the accounting entries concerned the Infrastructure – Roads business segment, i.e. Anas, with investments of €3,726 million; • approximately 9.4% focused on the Passenger transport business segment for projects dedicated to rail and road transport. Specifically, Trenitalia invested €1,610 million, and the Busitalia group €88 million; • approximately 1.6% concerned the International Passenger Transport business segment, with investments of €292 million; • approximately 1.8% concerned the Freight Transport business segment for projects, both in Italy and abroad, with total investments standing at €322

10,000

12,000

14,000

16,000

million; • approximately 0.9% was related to the Other Services business. For a description of the main investments made in 2025 by each Business Unit, please refer to the section on the “Performance of the Business Sectors”. With regard to environmentally sustainable investments, as defined by Regulation (EU) 2020/852 and related delegated acts42, supported by the FS Group, please refer to the section on the “Disclosure pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)” in the chapter on the “Consolidated Sustainability Report”. Focus on NRRP Following the remodulation of the NRRP in 2023, the funds allocated to Italy amounted to €239 billion: €194.4 billion under the NRRP, €14 billion under React EU, and €30.6 billion under the Complementary Fund. Italy, which by December 2025 had received €153.2 billion, accounting for approximately 79% of the total NRRP funding, including the initial pre-financing,

41. In addition to the Consolidated Investments, Technical Capital Expenditure, the definition of which is provided in the paragraph on “Key and glossary”, also includes the investments accounted for in accordance with IFRIC 12 for Anas SpA (approximately €3.7 billion) while the remainder is comprised of the investments of the special-purpose entities not consolidated on a line-by-line basis (e.g. TELT, BBT, etc.). 42. Delegated Regulation (EU) 2021/2139 - Climate Delegated Act; Delegated Regulation (EU) 2021/2178 - Disclosure Delegated Act; Delegated Regulation (EU) 2022/1214 - Complementary Climate Delegated Act; Delegated Regulation (EU) 2023/2485; Delegated Regulation (EU) 2023/2486 - Environmental Delegated Act.

Ferrovie dello Stato Italiane Group

submitted a request to the European Commission on 30 December 2025, for payment of the ninth instalment of the NRRP, amounting to €12.8 billion. On 19 May 2025, the Government submitted to the Presidents of the Chambers a new proposal to revise the NRRP, which had been approved by the Steering Committee. On 17 June 2025, the EU Council approved Italy’s proposal for remodulation via a Council Implementing Decision (CID). The changes are primarily technical in nature, and are intended to enable the achievement of objectives through more effective methods and alternatives to those originally envisaged. The remodulation concerns milestones and targets for the last four tranches (from the seventh to the tenth). The total number of milestones/targets has been reduced from 621 to 614. In this context, Mission 3, Component 1 - which accounts for the majority of the NRRP funds allocated to RFI, the main implementing party of the FS Group - has been revised. The revision was necessary in light of certain critical issues in implementing the NRRP linked to objective circumstances (e.g., price increases, shortages of raw materials and production factors, unforeseen events of a geological nature or attributable to the water and energy crises), as well as in relation to the need to correct certain material errors. The main elements characterising the proposal are: • re-inclusion within the scope of the NRRP of projects co-financed by the ERDF under the NOP 2014– 2020 Infrastructure and Networks; • shift of the physical KPI related to the completion

of works from functional lots to individual work components; • quantification of the NRRP share by covering all costs incurred during the eligible period, even if not directly attributable to the achievement of the physical target, but still related to the relevant functional lot; • removal of certain projects from the NRRP funding scope due to difficulties in achieving the targets. On 27 November 2025, the EU Council approved, via an Ecofin Council Implementing Decision, the sixth revision of the Italian NRRP, which included amendments to 173 measures to ensure the achievement of the planned targets, and maximise the related spending objectives, thereby preserving the overall volume of allocated NRRP resources. In particular, for Measure 3, Component 1, the main change was a simplification of the final milestones (June 2026) through the establishment of the new measure “Investment 1.10: Strengthening metropolitan nodes and regional railway lines”, which incorporates the targets of the original measures 1.5, 1.6, 1.7, and 1.9. For more information on relevant regulations, reference should be made to the chapter on “Legal and regulatory framework”. At 31 December 2025, an amount of about €24.92 billion43 of NRRP and NCP funds had been allocated to the FS Group companies - as implementing and responsible parties for the interventions -, accounting for about 11% of the resources made available to Italy. The funds allocated as implementing parties/contractors can be broken down as follows:

24.92 € bil.

13.68 Mld € High-Speed Railway Infrastructure

8.95 Mld €

Upgrade of Rail Infrastructure including ERTMS and Stations

1.29 Mld € Upgrading of vehicles

0.62 Mld € Road network projects

0.37 Mld €

Projects on tourist lines and cultural heritage and research activity

0.01 Mld € Navigation

43. The figure includes the value of funds allocated for Research projects (e.g., MOST, RETURN, NBFC), and those allocated to Ferrovie del Sud Est and Servizi automobilistici Srl for the final amount reported as at 5 August 2024, when the company was subject to a ruling by the Council of State, which, effective from that date, determined its exclusion from the scope of the Group’s consolidated financial statements. Pending further developments in the matter, the company remains under monitoring by the Group regarding NRRP projects. For Anas, there is potential defunding following Decree Law no. 19/2024 and the 2025 Budget Act, to be drawn from funds under the NCP-MIT (Safe Roads), and under the NRRP SEZ (preliminary assessment underway). Furthermore, assessments are underway regarding the NRRP Flood funds, which currently represents a potential source of funding (with the possibility of reporting on interventions funded by the NRRP source following their completion).

Directors‘ report

RFI is the Group’s implementing party for about €22.74 billion (equal to about 90% of the total allocated to the Group), followed by Trenitalia with approximately €1.23 billion, Anas with €0.62 billion, and other Group companies with approximately €0.32 billion. Below are some main examples of works financed with NRRP funds: • the development of High-Speed rail throughout the country and the simultaneous upgrading of transport on a regional basis, which aim to increase local deployment; • the modernisation of the railway system through the development of the European Rail Traffic Management System (ERTMS); • reinforcement of intermodality and last-mile connections, with special attention to the modernisation of connections on ports and airports; • partial renewal of the railway rolling stock for regional and IC service, freight fleet and buses. To the funds mentioned above must be added the funds for which the FS Group companies play the role of intervention manager, the implementing party of which is identified in the extraordinary commissioners of the 2009 - 2016 earthquake, for a total amount of €0.22 billion, €0.03 billion of which are attributable to RFI and €0.19 billion to Anas. As of December 2025, the FS Group has reached all the European milestones envisaged in the NRRP for the reporting period, and reported a total of €15.9 billion on the source side, accounting for approximately 63% of the allocated resources. The final figure does not reflect the effects of the June 2025 remodulation of the NRRP, since the MIT-MEF Decree required to incorporate these changes into the systems has not yet been issued. RFI’s role in the success of the Plan is of primary importance. Below is summarised the status of implementation of major projects under Mission 3 “Infrastructure for Sustainable Mobility”: • Measure 1.1 HS railway connections with the south for passengers and freight: the final Target of June 2026 consists of the construction of 114 km of high-speed rail lines for passengers, and freight service on the Naples– Bari and Palermo–Catania routes. All projects are at an advanced stage. • Measure 1.2 HS lines in the north connecting it with Europe: the final Target of June 2026 is 158 kilometres of high-speed rail lines for passengers and freight on the Brescia–Verona–Vicenza–Padua and Liguria–Alps routes. The projects are all under construction. • Measure 1.3 Diagonal connections: the final Target of

June 2026 is 15 kilometres, and the lots of Genga-Serra S. Quirico, PM228-Albacina on the Orte-Falconara line, odd-numbered interconnection with Lot 1a Battipaglia-Romagnano, and the Grassano-Bernalda priority lot on the Battipaglia–Potenza–Metaponto– Taranto line (Works remodulated by work sections). All projects are currently under construction. • Measure 1.4 Introduction of the European Rail Traffic Management System (ERTMS): the intermediate Target of 1,400 km was certified by RFI, as required, on 17 June 2025. The final target of 2,785 km is scheduled for June 2026. Work has been completed on all basic designs, and application contracts for execution (total or partial) have been entered into on most of the affected lines, about 132 contracts between design activities, execution, and advance material supply. The projects are under construction. • Measure 1.5 Upgrading metropolitan railway hubs and key national connections: the original targets have been confirmed, with the intermediate target of 700 km, reached on 13 December 2024, and the final target of 1,280 km of upgraded lines, to be achieved by June 2026, which has been incorporated into the investment under Measure 1.10 – Strengthening metropolitan nodes and regional railway lines. Infrastructure and technology upgrades at metropolitan hubs and on main routes are all currently underway. • Measure 1.6 Upgrading regional lines: the final Target is a total of 646 km - including 15 km of investments by RFI -by June 2026, and it has been incorporated into Measure 1.10 - Strengthening metropolitan nodes and regional railway lines. The interventions under the responsibility of RFI are all in the process of being implemented. • Measure 1.7 Upgrading, electrification and improved resilience of the railways in the South: the measure has two targets, the intermediate Target of 172 km attested at 22 December 2023 and the final Target of June 2026 is 1,162 km of upgrade and resilience interventions in the south, incorporated in the investment under Measure 1.10 - Strengthening metropolitan nodes and regional railway lines. The projects are currently underway. • Measure 1.8 Improving railway stations in Southern Italy: the final target is 38 completed stations, including in “partial” areas of intervention by June 2026. As at 31 December 2024, the intermediate Target had been achieved, which provided for the redevelopment of 10 stations for the sections funded by the NRRP fund. As at 31 December 2025, construction work was underway on the remaining 28 stations. • Measure 1.9 Inter-regional connections: the final target for a total of 221 km by June 2026 has been

44. Il valore include il consuntivo dei progetti conto terzi di RFI e il consuntivo di FSE fino al mese di agosto 2024, non include quello dei progetti di ricerca MOST, RETURN, NBFC e HPC.

Ferrovie dello Stato Italiane Group

incorporated into that of Measure 1.10 – Strengthening metropolitan nodes and regional railway lines; to date, 92 km of interregional connections have been completed and made faster. The projects are currently under construction. • Measure 1.10: Strengthening metropolitan nodes and regional railway lines: the final Target calls for the completion of work to upgrade at least 3,309 km of regional and local railway lines, of which 1,280 km come from the former Measure 1.5, 646 km from the former Measure 1.6 (of which 15 km are RFI investments), 1,162 km related to the former Measure 1.7, and 221 km from the former Measure 1.9. Other Group companies are appointed as implementing entities of first and second level and responsible for the intervention for total funds of €2.55 billion. The main implementing entities are described below. Trenitalia is the implementing entity for a total NRRP funds of approximately €1.23 billion, of which: • Mission 2, component 2 for the “Renewal of the bus fleet and green trains – trains” 4.4.2 intervention line, for a total value of €0.59 billion, and in particular: ‒ renewal of the fleet of trains for regional transport (resources of €0.22 billion): all the application contracts have been signed for the regions that have designated the company as the implementing entity, and the milestone of “Contract Execution” on 30 June 2023 has therefore been achieved. As at 31 December 2025, all 38 zero-emission trains planned for the renewal of the rail fleet had been delivered; ‒ renewal of the fleet of trains for Intercity transport in the South (resources of €0.20 billion): application contracts have been signed for 7 hybrid trains and 70 night-coaches, and the milestone of “Contract Execution” on 30 June 2023 has therefore been achieved. The 7 bimodal trains were made available in full by 31 December 2024, as required by the milestone set forth in Ministerial Decree no. 475 of 29 November 2021. With regard to the 70 railcars, on 16 October 2025, the MIT was notified of the supplier’s inability to meet its commitments by the deadline set forth in Ministerial Decree no. 475/2021, in light of its specific critical scenario; ‒ renewal of the Intercity transport train fleet in the South (resources of €0.16 billion): it includes the supply of 13 bi-modal trains by 30 June 2026; • Mission 7, component 1 for the intervention line 11 “Enhanced measure: Rehabilitation of the regional railway fleet for public transport with zero-emission trains and universal service” for a total value of €0.65

billion, relating to: ‒ renewal of the fleet of trains for Intercity transport in the South (resources of €0.3 billion), with funds intended for the purchase of 12 POP electric trainsets and 6 full-battery electric trains scheduled to be delivered on 30 June 2026; ‒ renewal of the fleet of trains for Regional transport (resources of €0.34 billion), with funds intended for the purchase of 39 POP and Rock trains. As at 31 December 2025, 31 trains had been delivered out of 39 trains envisaged as per the plan. Anas is the implementing entity for Mission 1, Mission 2, Mission 3 and Mission 5, with total funds (NRRP and Complementary Fund) of approximately €0.43 billion: • Mission 1 component 1 “Digital Infrastructure”: NRRP funding of €0.007 billion. The installation of servers is currently underway for the achievement of the measure’s objective. Activities are proceeding according to schedule; • Mission 3 component 1 “Monitoring and digital surveillance of artworks”: Complementary Fund resources amounting to €0.275 billion. Work is currently underway on all planned projects; the initiative may face a funding reduction of €0.050 billion from the Complementary Fund, for which the procedural process is still ongoing, and which will require an update to the Action Plan; pursuant to the provisions of Decree Law no. 156/2025 (Economy Decree Law), as converted into Law no. 191/2025. The final milestone date has been moved to 31 December 2028; • Mission 2, Component 4 “Measures for flood and hydrogeological risk reduction - Interventions in Emilia-Romagna, Tuscany, and Marche”: ongoing interventions in the territory of Emilia-Romagna already funded with national resources, for which reporting by the Extraordinary Commissioner for Reconstruction is required by using NRRP resources in order to draw down an expenditure for a maximum of €0.147 billion; for this Mission, the NRRP target has been revised, and work is underway to identify projects that can meet the target set for 30 June 2026; • Mission 5 component 3 “Accessibility to the Gioia Tauro port”: works for the implementation of the project on Accessibility to the Gioia Tauro port - Rosarno junction were started in 2024, in accordance with the milestone at 30 June 2024 “Start of works on SEZ interventions.” The intervention for the implementation of the project on Accessibility to the Gioia Tauro port - South side Gate was excluded from those financed with NRRP sources following the revisiting of the Plan at the European level, since the proposed timeline does not align with the final milestone of 30 June 2026.

Directors‘ report

Group projects financed by government grants and transfers of public resources to the Group The table below shows the transfers of resources from the State and other public institutions, on account of operating grants and investment, excluding the amounts resulting from the service contract for the financial year 2025.

RFI

FS Trenitalia

Anas

Grandi Stazioni Rail

FS Logistix

Mercitalia Rail

Grants related to income Government Programme Contract

1,255.6

45.2

Covid-19 grants Other government grants

86.3

EU grants

166.1

25.0

156.4

6.7

1.1 1.6

1.1

0.1

2.1 0.1

From local public bodies

0.1

Sundry grants

4.8

0.3

Grants related to assets Governments grants From local public bodies From the EU

7,794.9

117.6

1.0

2,534.8

56.2

444.3

510.8

2,364.8

12.3

8.2

Sundry grants Total

Ferrovie dello Stato Italiane Group

9.0

7.4 11,557.8

117.7

785.1

3,093.0

10.6

1.4

48.6

millions of euros

Mercitalia Intemodal

Mercitalia Shunting & Terminal

QBUZZ

Teralp

Terminali Italia

Gruppo TX

Gruppo Busitalia

0.1

Totale

1,300.9 4.1

1.5

10.1

12.4

197.8 276.8

0.1

0.3

2.1

8.1

10.4

1.9

0.5

7.4

0.3

1.4

0.2

10,459.2 19.9

1,031.3 2,385.4 7.4

14.4

0.1

4.1

1.4

0.2

12.4

30.0

15,676.8

Directors‘ report

RESEARCH, DEVELOPMENT AND INNOVATION Development The Group’s development activities generated investments of approximately €14.5 million, primarily managed by RFI. Approximately 80% of investments in technological

development are allocated to traffic safety technologies while the remainder is dedicated to research and testing of new components and systems, innovative diagnostics, and environmental and land conservation. millions of euros

Research and development Figures

2025

Change

RFI

Anas

Total

RFI

Anas

Total

RFI

Anas

Total

Safety technologies

11.5

0.1

11.6

14.0

0.0

14.0

(2.5)

0.1

(2.5)

Innovative diagnostics

1.2

0.0

1.2

0.1

0.2

1.1

(0.1)

1.0

Studies and testing of new components and systems

1.2

0.1

1.3

0.9

0.1

1.0

0.3

0.0

0.3

Environmental friendliness

0.2

0.3

0.5

1.2

0.3

1.5

(1.0)

0.0

(1.0)

Total

14.1

0.4

14.5

16.2

0.5

16.7

(2.1)

(0.1)

(2.1)

In 2025, work continued on the implementation of development projects launched in previous years, including: • technological research and development facilities with the aim of creating a centre of excellence where RFI’s expertise is concentrated in all technological areas relating to railway signalling and telecommunications; • development of RFI hardware and software platforms and work on information systems to support analytical services for traffic; • structural monitoring systems on railway bridges and viaducts which were used to identify the reference standards. An analysis was conducted to determine the optimal cluster of works to be monitored without the need to discontinue operations; in 2025, a call for bids was issued for the installation of monitoring equipment on 150 spans of priority bridges; • IT platform IODA (Artwork Inspection) for the management, storage and visualization of data acquired during inspections on works of art belonging to the railway network, including with the help of Remotely-Piloted Aerial Systems (RPAS drones); • assembly and construction of the first Multifunction Diagnostic Train (“Prototype”) equipped with mobile diagnostic systems for detecting tunnel defects, with a view to bringing this activity in-house; • development activities related to the effects of crosswinds, extended to all types of interoperable trains, to determine the effects of crosswinds on newly constructed HS/HC lines, and monitoring of the track bed at the Petacciato site through the setup of a test site with the installation of fiber-optic sensors on the rail.

2024

Ferrovie dello Stato Italiane Group

Innovation In confirming the strategic importance of innovation for the FS Group, a process to integrate and streamline innovation activities was launched in 2025, leading to the establishment of a central “Innovation” function at the Group level to guide and coordinate initiatives in synergy and alignment with the Group’s overall strategy. The FS Group adopts a “Business-Driven” approach to defining its innovation strategy, with the aim of contributing to the achievement of the Group’s strategic objectives while leveraging the unique strengths of each individual company. During 2025, innovation work focused on the following areas: • Experiments: the main initiatives, focused on technological and digital innovation in the railway system, involved the use of advanced sensors and advanced machine learning solutions for realtime monitoring of infrastructure and facilities, the analysis of satellite imagery for the management of environmental and hydrogeological risks, as well as the adoption of immersive technologies to support operational and maintenance activities. Additional areas of experimentation included the optimisation of logistics processes and rail traffic through advanced algorithms, indoor navigation solutions in stations, digital systems for managing worker safety and well-being, and innovative tools for traceability, compliance, and document review; • Analysis of trends and emerging technologies: over the course of the year, the Innovation function analysed the market and the innovation ecosystem to identify trends and emerging technologies, and guide FS Group innovation by promoting the adoption of disruptive, high-value-added solutions;

• Ecosystem monitoring: in 2025 as well, innovation work focused on the Group’s active contribution to the ecosystem, with particular emphasis on fostering a company culture of innovation through the creation of networks and collaborative dynamics that facilitate interaction between in-house talent and external stakeholders through, for example, corporate entrepreneurship programs (“Innovate”) and strategic partnerships; • Intellectual Property: throughout 2025, the FS Group focused its work on updating and strengthening the company procedure for leveraging intellectual

property, with the aim of fostering the generation and emergence of latent intellectual property by identifying and providing a structure and processes that serve as fertile ground for invention proposals generated within the organisation. The new framework for evaluating and validating inventive initiatives allows for more effective selection of solutions with high technological and industrial potential, creating the conditions for filing new patents, and contributing to the strengthening of the portfolio of the Group’s intangible assets to support its competitiveness and long-term growth.

PERFORMANCE OF THE BUSINESS SECTORS ESRS 2 SBM-1 – Strategy, business model and value chain In line with the provisions of IFRS 8 - Operating segments, the FS Group’s performance of operations, technical capital expenditure and main KPIs are analysed below separately for each of the Business sectors (hereinafter also referred to as Business Units or BUs), reported in accordance with the Strategic Plan and the new Governance model of the Group. Infrastructure - Railways The Infrastructure – Railways Business Unit designs, builds, manages and maintains the infrastructure networks for rail transport in Italy and abroad, with the aim of maximising industrial synergies, including by supporting EU and Italian programmes. The Business Unit includes both the Lead Company Rete Ferroviaria Italiana SpA, whose mission is to serve as the national railway infrastructure operator, responsible for the maintenance, use and development of the rail network and related safety and security systems, beside managing research and development in the field of railway transport and providing connection services to Italy’s largest islands by sea, and FS Engineering SpA (formerly Italferr SpA), the Group’s engineering company. The other companies active in the railway Infrastructure Business Unit within the Group, on an exclusive or incidental basis are: Grandi Stazioni Rail SpA, Infrarail Srl, Blu Jet Srl, Brenner Basis Tunnel SE, Tunnel Ferroviario del Brennero SpA (TFB) and Tunnel Euralpin Lyon Turin (TELT). The national railway infrastructure, which is distributed widely throughout Italy, is operated by RFI, which ensures connectivity and integration through the enhancement of quality and safety standards, as provided for in Ministerial Decree no. 138T of 31 October 2000. As of 31 December 2025, the infrastructure operated by RFI amounted to 16,881 km of lines, and their extension, according to the classification

used for the purpose of calculating the railway network usage fee, in accordance with Ministerial Decree no. 43/T of 21 March 2000, is as follows: • 6,451 km of fundamental lines with high traffic density; • 9,477 km of complementary lines, which make up a dense network of regional connections and interconnections with main lines; • 953 km of hub lines located in major metropolitan areas. In considering the type, double-track lines are distributed over 7,833 km, equal to 46% of the total while lines are electrified over 12,634 km (73% of the total) for a total length of tracks equal to 24,714 km. The length of the HS/HC lines amounts to 1,097 km. All network lines are equipped with one or more train speed protection systems, which make the railway infrastructure operated by RFI one of the safest in Europe. In particular, the ERTMS/ETCS system is applied on about 1,088 km of High-Speed lines. At 31 December 2025, “operational” railway companies, which were authorised to carry out rail transport activities under a license issued by ANSFISA (the National Agency for the Safety of Railways and Road and Motorway Infrastructure) or the ERA (European Railway Agency), in accordance with the 4th railway package (Directive (EU) 2016/798, implemented in Italy by Legislative Decree no. 50 of 14 May 2019), were 42 (23 for freight only, 12 for passenger only, and 7 licensed for both passenger and freight service). During 2025, an average of more than 9,800 trains per day ran on the national rail network for a total annual volume of about 375.2 million kilometres travelled, showing a reduction compared to 2024 (-0.5%). Out of Italy, the FS Group then operates, through the subsidiaries in the Netinera group, about 300 km of lines, with 60 stations used for passenger transport service. The output achieved during 2025 was about 58.5 million train-km.

Directors‘ report

millions of euros

Revenue from sales and services Other income

2024

Change

3,361

3,051

310

10.2

127

150

(23)

(15.3)

Revenue

3,488

3,201

287

9.0

Operating costs

(3,124)

(3,115)

(9)

0.3

Gross operating profit (EBITDA)

364

278

>200

Operating profit (EBIT)

180

(42)

222

>200

Profit for the year (attributable to owners of the parent and non-controlling interests)

114

(121)

235

194.2

31.12.2025

31.12.2024

Change

Net invested capital

39,277

39,587

(310)

(0.8)

Net financial (position) debt

5,645

6,041

(396)

(6.6)

Equity

33,632

33,546

0,3

In 2025, the Infrastructure – Railways Business showed a Net profit of €114 million, showing an improvement of €235 million on the same figure in 2024. Revenue amounted to €3,488 million, up by €287 million compared to 2024. The change was mainly due to the combined effect of the following factors: • RFI’s higher revenue and income for €345 million, relating to: ‒ higher revenue from grants (€291 million); ‒ lower revenue from the sale of electricity for train traction (€33 million), mainly linked to the trend in energy prices (with a corresponding increase in costs); ‒ higher toll revenue (€36 million); ‒ higher revenue from concession services (€32 million); ‒ higher other revenue (€19 million) from property management and sale of materials; • FSE infrastructure’s lower revenue and income for about €28 million (deconsolidated from 5 August 2024); • lower revenue and income from Terminali Italia and Grandi Stazioni Rail for a total amount of €26 million. The Gross operating profit (EBITDA) stood at €364 million, showing an increase of €278 million from 2024, mainly due to an improvement in RFI’s EBITDA for €278 million. The aforesaid higher revenue was partially offset by higher personnel costs (€28 million) and higher operating costs (€40 million), primarily maintenance costs. The Operating profit (EBIT) stood at €180 million, up by €222 million compared to 2024. The improvement in EBITDA was reduced by RFI due to higher depreciation and write-downs of rolling stock (€21 million), and the release of provisions for €35 million in 2024. Net financial expense in the period amounted to €65 million, showing a positive change of €17 million compared to 2024, mainly attributable to lower charges on the debt of RFI. Income taxes amounted to a negative value of €1 million. 92

2025

Ferrovie dello Stato Italiane Group

The railway Infrastructure’s technical capital expenditure amounted to €12,042 million in 2025 (€11,273 million in 2024), accounting for approximately 66% of the Group’s total technical capital expenditure. 97% of investments, equal to €11,675 million (of which €69 million in advances paid to suppliers) was attributable to RFI, and was allocated for: • 33% to safety, technologies and upkeep. It should be noted that an amount of €956 million (about 8% of total spending) is dedicated to interventions in cutting-edge technologies, including the gradual completion of the ERTMS system; • 67% to stations, connections with ports and freight terminals, and the implementation of infrastructure development projects on the network, and, in particular, to major works executed for construction lots, mainly on the Terzo Valico dei Giovi, the Palermo-CataniaMessina route, the Naples-Bari line, and the HS/HC Brescia-Verona-Vicenza-Padua line. During 2025, RFI published 973 tenders for the contracting of works, supplies and services with a total base contract amount of €3.8 billion, and there were final awards of 754 tenders worth €10.4 billion, including 46 tenders for the contracting of works worth €8.8 billion. Among the main infrastructure activations in 2025, 21 involved infrastructure developments, 29 involved stations, and 18 interventions for maintenance and upgrading of the lines spread throughout the country while the main design activities involved the start of operations on the Technical-Economic Feasibility Project (TEFP) of the new Medio Etruria HS Railway Station and the Rovereto Ring Road, the new Service Location at Castellucchio as part of the Piadena-Mantua Trackdoubling project, the Savona Parco Doria - Savona Marittima connection, and the Dora and Zappata Stops; the completion of the TEFP for the S. Zeno-Ghedi section Track-doubling project, the General Urban-

planning Scheme (Piano Regolatore Generale, PRG) for Montirone and Ghedi, and Lots 3 and 4 as part of the Rome-Pescara project; the submission of the TEFP for the Bolzano Ring Road and the Modification of the power supply to the Ventimiglia station; the launch of the Final Design for the railway works connecting to the Strait Bridge on the Calabrian shore; the completion of the Final Design for the new Airport stop as part of the Bari North Node and the Four-tracking of the Eastern exit from Brescia as part of the MI-VR HS/HC Line (BresciaVerona section). It should also be noted that renovation works were carried out in 2025 on Tracks on 879 km (equal to 103% of the plan envisaged for 2025), renovation of Switches for 996 elements (equal to 125% of the plan envisaged for 2025), renovation of overhead lines for Electric Traction on 161 km (equal to 92% of the

plan envisaged for 2025), as part of the upkeep of rail infrastructure. Infrastructure – Roads The Infrastructure - Roads Business Unit specifically sees Anas SpA and its subsidiary Quadrilatero MarcheUmbria SpA engaged in the design, operation, construction and maintenance of the Italian toll-free road and highway network of national interest. The commitment focuses on network safety, environmental protection, and energy efficiency, as well as on safeguarding the landscape heritage of our territory. With regards to road infrastructure, the FS Group operates through its subsidiary Anas about 32,700 km of state roads, including about 1,293 km of toll-free highways. millions of euros

2025

2024

Change

4,630

4,180

450

10.8

80.0

Revenue

4,702

4,220

482

11.4

Operating costs

(4,536)

(4,101)

(435)

10.6

Gross operating profit (EBITDA)

166

119

39.5

Operating loss (EBIT)

(22)

(54)

59.3

Loss for the year (attributable to owners of the parent and non-controlling interests)

(27)

(200)

173

86.5

Revenue from sales and services Other income

31.12.2025

31.12.2024

Change

157

891

(734)

(82.4)

Net financial (position) debt

(2,051)

(1,344)

(707)

52.6

Equity

2,208

2,235

(27)

(1.2)

Net invested capital

The Infrastructure – Roads business recorded a Net Loss of €27 million in 2025, showing an improvement of €173 million compared to 2024. Revenue amounted to €4,702 million, up by €482 million compared to 2024. The change was due to higher revenues Anas achieved from service concession agreements and investments (€452 million), higher revenues from road and highway services (€12 million), and higher revenues from various services (€18 million). The Gross operating profit (EBITDA) stood at €166 million, up by €47 million compared to 2024. Higher revenues were matched by higher costs for road infrastructure management services (€399 million) and personnel costs (€37 million). The Operating loss (EBIT) stood at €22 million, up by €32 million compared to 2024. The improvement in EBITDA was reduced by higher write-downs of Anas (€16 million). Net financial expense for the year amounted to €5 million, showing an improvement of €141 million due to the recognition, in 2024, concerning the results of

operations of Anas concessionaires sold on 15 April 2025, and the write-down applied to them (+€102 million), and lower financial costs (+€39 million). The Infrastructure – Roads were the object of Technical capital expenditure for €3,726 million (€3,625 million in 2024), including contract advances of €24 million to suppliers, equal to 20% of total technical capital expenditure for the Group. Specifically, about 46% of the investments was dedicated to new works, 53% to maintaining the efficiency of the existing road infrastructure, and the remaining part mainly to other interventions on technological and IT equipment. During 2025, Anas published 76 calls for tenders for the contracting of works, supplies and services for a total base contract amount of €2.9 billion, and there were 56 final awards of tenders worth a total of approximately €3.7 billion, including 11 tenders worth approximately €2.8 billion for the awarding of works relating to New Directors‘ report

Works. The main infrastructure activations concerned the State Roads SS 337 Val Vigezzo, SS 4 Via Salaria, SS 95 of Brienza, SS 260 Picente, SS 172 dei Trulli, SS 7 Ter Salentina, SS 96 Barese, and SS 131 Carlo Felice. It should also be noted that during 2025 Pavement renewal works were carried out on 5,025 km (equal to 255% of the plan’s target set for 2025) and Barrier replacement works on 213 km (equal to 188% of the plan envisaged for 2025) within the scope of road infrastructure maintenance works. Transport- Passengers The objective of the Transport- Passengers Business Unit is to create a multi-modal business offer, whose advantage is to exploit the characteristics of the various modes of transport in order to develop an integrated, affordable, reliable and sustainable transport service that is increasingly customised and responds to Rail passenger transport

individual passengers’ needs in accordance with the principles of environmental, social and governance sustainability. The Transport – Passenger BU includes the FS Group companies that operate rail and road passenger transport throughout the country. The rail transport is mainly operated by Trenitalia SpA, the Lead Company of the Business Unit whose mission is to cover the passenger transport sector, including the promotion, implementation and management of initiatives and services in the field of passenger transport; this occurs through the development of an integrated offer of products/services and the operation of a comprehensive mix of distribution channels. The Passenger Transport Sector also offers road urban and medium/long-haul passenger transport, which are mainly carried out by the group including Busitalia-Sita Nord Srl and its investees, which directly and indirectly operate urban and suburban transport in various regions of the country. 2025

2024

% Change

Passenger-Km – millions

16,508

16,677

(1.0)

Train-Km – thousands

62,811

62,761

(0.1)

Passenger-Km – millions

4,724

4,666

1.2

Train-Km – thousands

29,791

29,113

2.3

Passenger-Km – millions

16,076

16,270

(1.2)

Train-Km – thousands

141,921

144,958

(2.1)

Passenger-Km – millions

37,308

37,613

(0.8)

Train-Km – thousands

234,523

236,832

(1.0)

High Speed Business

Intercity Business

Regional Business (*)

Total

(*) For 2024, FSE traffic data is included for the January–July period only.

At a national level, during 2025, the FS Group companies maintained high mobility levels of 37 billion passenger-km, substantially in line with those recorded in 2024 (-0.8%). In detail, the High-Speed Business, with about 16.5 billion passenger-km, showed a 1% decrease in passenger traffic volumes compared to 2024. The output of HS services was about 62.8 million train-km, slightly down from 2024 (-0.1%). Passengerkm of Intercity Business stood at about 4.7 billion, up by 1.2% compared to 2024, thanks to the good

Ferrovie dello Stato Italiane Group

performance of the service throughout the country, against a growth in train-km offered of 2.3%. In regional rail transport, demand met during 2025 was about 16.1 billion passenger-km, down by 1.2% compared to the previous year. Supply showed a decline, standing at about 141.9 million train-km, slightly down by 2.1% compared to 2024. In December 2025, Trenitalia’s Regional Business expanded the rail service between Genoa and Milan by adding 14 additional trains.

Local Public Road Transport

2025

2024

% Change

Passenger-Km – millions

1,085

1,096

(1.0)

Bus-Km – thousands

67,112

72,508

(7.4)

With regards to local public transport (LPT), at a national level, passenger-km were about 1,085 million during 2025, showing a decrease of 1% compared to 2024. A

similar trend is seen in supply, which stood at about 67 million vehicle-km during 2025, showing a decrease of 7.4% compared to the previous year.

Maritime transport

2025

2024

% Change

Passenger-Km – millions

17.2

17.8

(3.2)

Ship-Km – thousands

446.5

493.6

(9.6)

Finally, the FS Group ensures territorial continuity of rail services, operating sea connections between the mainland and Sicily and the inland connection on Lake Trasimeno in the maritime passenger transport segment.

During 2025, the FS Group met a demand of about 17.2 million passenger*km, down by 3.2% compared to 2024, with a supply of about 446.5 thousand ship-km, down by 9.6% compared to 2024. millions of euros

2025

2024

Change

6,249

6,220

0.5

138

285

(147)

(51.6)

Revenue

6,387

6,505

(118)

(1.8)

Operating costs

(4,801)

(4,708)

(93)

2.0

Gross operating profit (EBITDA)

Revenue from sales and services Other income

1,586

1,797

(211)

(11.7)

Operating profit (EBIT)

386

624

(238)

(38.1)

Profit for the year (attributable to the owners of the parent and non-controlling interests)

106

319

(213)

(66.8)

Net invested capital

31.12.2025

31.12.2024

Change

10,644

11,841

(1,197)

(10.1)

Net financial (position) debt

7,412

8,511

(1,099)

(12.9)

Equity

3,232

3,330

(98)

(2.9)

The Passenger Transport Business ended 2025 with a Net profit for the year of €106 million, showing a deterioration of €213 million compared to 2024. Revenue amounted to €6,387 million, showing a decrease compared to 2024 (€118 million, -2%), due to the combined effect of: • higher Traffic revenue (€94 million, +3%), mainly in the HS Business, due to an increase in Average Unit Revenue resulting from customer purchasing patterns and travel habits in relation to the offering; • lower revenue from service contract (€35 million, -1%) and lower revenues from services (-€15 million, -7%); • lower revenue for white certificates (€16 million, -21%) in the Regional Business. Furthermore, there was the recognition of lower other revenue (€147 million), mainly attributable to the deconsolidation of FSE in 2024 (approximately €127 million), and lower other revenue in the Regional

Business, mainly for penalties envisaged in service contracts (approximately €23 million). The Gross operating profit (EBITDA) amounted to €1,586 million, down by €211 million compared to 2024. The decline was due to the aforesaid drop in revenue, as well as to an increase in personnel costs (€14 million) and other operating costs (€79 million) related to the supply (tolls, maintenance, cleaning, and other related services). The Operating profit (EBIT) stood at €386 million, showing a decrease of €238 million compared to 2024, attributable to Trenitalia for higher depreciation (€10 million) and write-downs of rolling stock (€17 million), mainly in the Regional business. Net financial expense totalled €212 million, showing an improvement of €66 million compared to 2024, mainly due to lower financial expenses of Trenitalia. Income taxes posted a negative value of €68 million

Directors‘ report

in the reporting period, showing a deterioration of €41 million compared to the previous year. With regards to technical capital expenditure, the Passenger Transport business segment absorbed about 9.4% of the Group’s total technical capital expenditure, equal to €1,712 million (€1,873 million in 2024). 94% of investments, equal to €1,610 million, was attributable to Trenitalia, of which 56% was allocated to the purchase of rolling stock, 2% to the upgrading of carriages in service, 13% to the technological upgrading of vehicles, information systems, the upkeep and development of maintenance facilities, and the remaining 29% to cyclical maintenance. The main investment projects broken down by business area are: • HS Passenger Business (€413 million, of which an amount of about €250 million was dedicated to cyclical maintenance). Four ETR1000 trains were delivered as part of the rolling stock renewal programme. Revamping activities mainly concerned the renovation of the vehicle fleet with Rebranding interventions on the ETR 600 fleet, and the upgrading of ETR1000s for new connections between Italy, Germany and Austria planned for 2026. The investments also concerned interventions on the Facilities, including the definition of the new working plan, which mainly provides for the upgrading of the Current Maintenance Facility (IMC) of Naples Frecciarossa, and Mestre;

Ferrovie dello Stato Italiane Group

• Intercity Passenger Transport Business (€100 million, of which an amount of about €80 million was dedicated to cyclical maintenance). Revamping activities mainly concerned Intercity carriages, with interventions for the upgrading of the fire-fighting system and the activation of the new air conditioning system (€1.9 million, and 61 carriages upgraded); • Regional Passenger Transport Business (€979 million, of which an amount of approximately €133 million was dedicated to cyclical maintenance). As part of the fleet renewal for regional transport, there was the delivery of 32 Pop (for €175 million), 53 Rock (for €517 million) and 18 Blues (for €86 million) trains. Three Commuter trains were returned to operation after face-lift interventions aimed at increasing comfort (€1.3 million). Work continued on upgrades on the fire-fighting system on 38 coaches (€3 million). 5% of investments in 2025 in National Passenger Transport, amounting to €88 million, were made by the Busitalia Group companies, which provide road Transport services in Italy. In 2025, deliveries included 10 hybrid buses, 36 electric buses, 4 diesel buses, and 22 methane buses for LPT in Veneto, 111 diesel fuel buses for services operated by Busitalia Rail Service, 20 diesel fuel buses under usufruct for consideration, 14 electric buses, 6 diesel buses for LPT in Campania, and 9 electric buses for LPT in Umbria.

Transport – International Passengers The Transport - International Passengers Business Unit aims to accelerate the international development of the FS Group. It includes the FS Group companies which operate on the international territory and have FS International SpA as the Business Unit Lead Company, whose mission is to strengthen the Group’s footprint in foreign markets, support sustainable growth, and consolidate its role as a leading player in integrated Europe mobility. The Business Unit’s performance is contributed to by: Netinera Group, which operates rail transport in regional and metropolitan areas in Germany; Hellenic Train, which is the incumbent company for rail passenger services in Greece (main line International rail passenger transport

Athens-Thessaloniki); ILSA, which offers connections on High-Speed lines in Spain (on the three main corridors linking Madrid with Barcelona, Valencia, and Seville); Trenitalia France, which operates in the High-Speed segment in France both through cross-border Milan-Paris connections and on domestic services between Paris and Lyon. The Transport – International Passengers Business Unit also offers road passenger transport in the Netherlands through Qbuzz; the overall supply is supplemented by Netinera group companies in Germany, and car connections on some routes operated by Hellenic Train in Greece.

2025

2024

% Change

Passenger-Km – millions

4,964

4,496

10.4

Train-Km – thousands

15,548

13,761

13.0

Passenger-Km – millions

252

285

(11.7)

Train-Km – thousands

1,278

1,559

(18.0)

Passenger-Km – millions

6,459

6,659

(3.0)

Train-Km – thousands

69,304

72,779

(4.8)

Passenger-Km – millions

11,675

11,440

2.1

Train-Km – thousands

86,130

88,099

(2.2)

High Speed Business

Intercity Business

Regional Business (*)

Total

(*) In 2025 the figures included C2C until July, the month in which the company returned to public ownership in the United Kingdom.

In 2025, the supply in foreign countries was strengthened by the reactivation of the Frecciarossa link between Milan and Paris, which has been suspended since 2023 due to a landslide in the Maurienne Valley, as well as by the start of operations on Trenitalia France’s new connections between Paris and Marseille, and the launch of the new EuroCity service between Pisa and Zurich. The international rail passenger traffic volumes achieved in 2025 by the FS Group companies amounted to about 11.7 billion passenger-km, up by 2.1% compared to 2024. In detail, the High-Speed Business, with about 4.9 billion passenger-km, showed growth in HS passenger traffic volumes (+10.4%) in the year, partly due to the above-mentioned reactivation Local Public Road Transport Passenger-Km – millions Bus Km – thousands

of the Frecciarossa link between Milan and Paris. The output of HS services amounted to approximately 15.5 million train-km, up from 2024 (+13%). The Intercity Business passenger-km stood at about 0.2 billion, down by 11.7% compared to 2024, against a decrease in train-km offered of 18%. In regional rail transport, the demand met in 2025 was about 6.5 billion passengerkm, down by 3% from the previous year. The decline was attributable to a fall in volumes achieved by Trenitalia UK since operations were transferred back to the United Kingdom Department for Transport since August 2025; supply showed a decline, standing at about 69.3 million train-km, down by 4.8% compared to 2024.

2025

2024

% Change

853

662

28.8

139,664

87,872

58.9

Directors‘ report

With regards to local public transport (LPT), at an international level, passenger-km totalled about 853 million in 2025, up by 28.8% compared to 2024. This increase can be attributed to the significant expansion of Qbuzz’s network in the Netherlands, where the operator

was awarded new concessions. A similar trend can be seen in supply, which stood at about 139.7 million vehicle-km in 2025, showing an increase of 58.9% compared to the previous year following the significant expansion of services abroad. millions of euros

2025

2024

Change

2,476

2,046

430

21.0

(15)

(20.8)

Revenue

2,533

2,118

415

19.6

Operating costs

(2,312)

(2,006)

(306)

15.3

Gross operating profit (EBITDA)

221

112

109

97.3

Operating loss (EBIT)

(3)

(111)

108

97.3

Loss for the year (attributable to the owners of the parent and non-controlling interests)

(80)

(176)

54.5

Revenue from sales and services Other income

31.12.2025

31.12.2024

Change

Net invested capital

1,548

1,617

(69)

(4.3)

Net financial (position) debt

1,855

1,686

169

10.0

Equity

(307)

(69)

(238)

>200

The International Passenger Transport Business Unit ended 2025 with a Net loss for the year of €80 million, showing an improvement of €96 million compared to 2024. Revenue amounted to €2,533 million, showing an increase compared to 2024 (€415 million, +20%), attributable to higher traffic revenue (€207 million, +20%), higher revenue from service contract (€215 million, +23%), and lower other revenue (€7 million). Higher traffic revenues were mainly attributable to Netinera as a result of a reduction in the adverse effects caused by staff shortages and fare increases, Qbuzz following the award of new concessions, and Trenitalia France as a result of the reopening of the Milan-Paris route. Higher service contract revenues were mainly attributable to Qbuzz (€108 million) and Hellenic Train for the recognition of revenue from public passenger service contract and the compensation for the years from 2022 to 2025 (€133 million), offset by Netinera (€44 million) in line with the aforesaid increase in market revenues. The Gross operating profit (EBITDA) stood at €221 million, up by €109 million compared to 2024. The improvement in terms of revenue is reduced by the increase in operating costs (€306 million), mainly linked to other net costs (€171 million), including variable costs relating to supply, and higher personnel costs (€134 million). The Operating loss (EBIT) stood at €3 million, showing an improvement of €108 million compared to 2024. The improvement in EBITDA also reflected on EBIT.

Ferrovie dello Stato Italiane Group

Net financial expense totalled €84 million, showing a deterioration of €17 million compared to 2024 due to lower financial income of Netinera. Income taxes stood at €7 million, showing an increase of €5 million compared to 2024. In 2025 Technical capital expenditure amounted to €292 million (€382 million in 2024) within the International Passenger Transport for projects focused on international rail and road transport. 53% of the investments, amounting to €154 million, were made by companies operating in Germany, France, Spain, Greece, and the United Kingdom while the remaining 47%, amounting to €137 million, were made in the Netherlands. In 2025, there were deliveries of 15 trains and 390 road vehicles for the services carried out by Netinera in Germany, and of 195 electric buses for the service operated by QBuzz in the Netherlands. Transport – Freight The Transport - Freight Business Unit aims to develop an integrated offering and the activation of partnerships to support multimodal transport. It includes mainly FS Logistix SpA, the Lead Company of the Business Unit, with the mission to cover the national and international logistics and freight transport sector, including the promotion, implementation, management and sale of initiatives and services in the field of logistics, mobility and freight transport. It also includes numerous companies operating nationally and internationally, including Mercitalia Rail, the largest railway freight company in Italy and one of Europe’s largest companies, the TX Logistik group (operating primarily in Germany,

Austria, Switzerland and Denmark), the Exploris group (mainly operating in Germany, Poland, the Czech Republic, Belgium, the Netherlands, Austria, and

Switzerland), and Mercitalia Intermodal, the largest combined road/rail transport company in Italy and the third largest company in Europe.

Freight transport (*)

2025

2024

% Change

Tonne-Km – millions

22,031

22,908

(3.8)

Abroad

12,495

12,927

(3.3)

Train-Km – thousands

45,991

48,455

(5.1)

Abroad

25,616

26,859

(4.6)

(*) It does not include the share of freight traffic developed by Hellenic Train, equal to 255.2 million tonnes-Km (240.2 million tonnes-Km in 2024) and 623.8 thousand trainsKm (563.5 thousand trains-Km in 2024).

With regards to freight transport, traffic volumes achieved by the FS Group companies, during 2025, domestically and abroad, amounted to 22 billion tons-km, down by 3.8% compared to 2024, against a similar reduction of 5.1% in supply, expressed in train-

km. The result was affected by the weak macroeconomic environment, characterised by high uncertainty due to both the protectionist trade policy of the new U.S. administration, and preexisting geopolitical tensions. millions of euros

Revenue from sales and services Other income

2025

2024

Change

1,360

1,329

2.3

58.6

Revenue

1,406

1,358

3.5

Operating costs

(1,301)

(1,297)

(4)

0.3

Gross operating profit (EBITDA)

105

72.1

Operating loss (EBIT)

(43)

(73)

41.1

Loss for the year (attributable to the owners of the parent and non-controlling interests)

(96)

(124)

22.6

31.12.2025

31.12.2024

Change

Net invested capital

1,296

1,080

216

20.0

Net financial (position) debt

1,083

877

206

23.5

213

203

4.9

Equity

The Freight Transport showed a Net loss for the year of €96 million in 2025, showing an improvement of €28 million compared to 2024. Revenue amounted to €1,406 million, showing an increase compared to 2024 (€48 million, +4%), mainly due to higher revenues in the TX Logistik group (€16 million), and the recovery in intermodal transport, as well as in Mercitalia Shunting & Terminal (€19 million), and Terminali Italia consolidated in freight transport from June 2024 (€12 million). Gross operating profit (EBITDA) stood at €105 million, showing an increase of €44 million compared to 2024. The increase at the revenue level was reduced by higher operating costs (€4 million), as the net effect of higher personnel costs (€9 million) attributable to FS Logistix and lower other operating costs (€5 million), mainly in the TX group. The Operating loss (EBIT) stood at €43 million, showing an improvement of €30 million compared to 2024. The increase in EBITDA was partially absorbed

by amortisation and depreciation at Mercitalia Rail and the Exploris group. Net financial expense of €47 million showed a slight improvement (€2 million) compared to 2024. Income taxes of the Freight Transport posted a negative value of €6 million, showing a deterioration of €4 million compared to 2024. In Freight Transport, Technical capital expenditure was recorded for €322 million in 2025 (€297 million in 2024) for the continuation of the fleet renewal plan and the maintenance of the locomotive and carriage operating fleet. About 36% of capital expenditure was made by Mercitalia Rail, 8% by Terminal Alptransit, 4% by Mercitalia Shunting & Terminal and Mercitalia Intermodal, 2% by FS Logistix, 1% by Bluferries and 30% by the subsidiary TX Logistik, which operates in Germany. Specifically, there was the delivery of 5 Locos to Mercitalia Shunting & Terminal, 20 Locos to Mercitalia

Directors‘ report

Rail, and 24 to TX Logistik. It should also be noted that a new integrated digital platform was launched for end-toend freight transport. Other Services The companies that operate in this Business Unit are Ferservizi SpA, which manages the activities not directly related to railway operations as outsourcer for the Group’s main companies; FS Sistemi Urbani SpA, which is in charge of asset management, marketing and enhancement services for the Group’s non-operating assets; Fercredit SpA, which mainly develops the credit factoring and lease business on the captive market and develops the consumer credit business for the Group’s employees; Italcertifer SpA, which carries out certification, assessment and testing activities on transport and infrastructure systems; FSTechnology

SpA, the FS Group’s technology Service Provider, appointed to manage its ICT strategy; FS Security SpA, fully dedicated to train and station safety, and the cyber protection of the FS Group; FS Saudi Arabia for Land Transport LLC, for the development of infrastructure in Saudi Arabia; FS Park, which deals with the design and construction of parking lots, helping to improve accessibility and intermodal exchange at railway stations; FS Energy with the aim of establishing a secure, green, and cost-effective energy supply model and guiding the development of energy-related activities on behalf of all the FS Group companies. As the Group’s holding company, Ferrovie dello Stato Italiane SpA steers and coordinates the Lead Companies of the Business Unit and its direct subsidiaries and provides strategic and financial control. millions of euros

2025

2024 Change

1,246

1,509

(263)

(17.4)

16.7

1,281

1,539

(258)

(16.8)

(1,263)

(1,393)

130

9.3

146

(128)

(87.7)

Operating loss (EBIT)

(102)

(129)

(>200)

Loss for the year (attributable to the owners of the parent and non-controlling interests)

(19)

122

(141)

(115.6)

31.12.2025

31.12.2024

Change

Net invested capital

1,692

1,549

143

9.2

Net financial (position) debt

(1,613)

(1,828)

215

11.8

Equity

3,305

3,377

(72)

(2.1)

Revenue from sales and services Other income Revenue Operating costs Gross operating profit (EBITDA)

At the end of 2025, Other Services showed a Net loss for the year of €19 million, showing a decrease of €141 million compared to 2024. Revenue amounted to €1,281 million, showing a decrease of €258 million compared to 2024, attributable to: • lower revenue of FS Sistemi Urbani for €354 million relating to the sale of Milan Farini and San Cristoforo assets, which was finalised in 2024; • higher revenue of FSTechnology for €33 million, linked to the management of applications; • higher revenue of FS Security for €42 million, mainly for security services; • higher revenue of Ferservizi for €20 million, mainly linked to facility management, engineering, HR and administration services. The Gross operating profit (EBITDA) stood at €18 million, showing a deterioration of €128 million compared to 2024, mainly due to the capital gain recorded by FSSU in 2024, and attributable to the aforesaid sale of Milan Farini and San Cristoforo assets (€112 million). 100

Ferrovie dello Stato Italiane Group

The Operating loss (EBIT) amounted to €102 million, showing a deterioration of €129 million compared to 2024. Net financial income was €107 million, showing an improvement of €146 million compared to 2024, attributable to FS SpA, which in 2024 had recognised write-downs of financial assets related to FSE as a result of the Council of State’s ruling. Income taxes showed a negative balance of €24 million, with a decrease of €158 million compared to 2024. It should be noted that this caption reflects the positive effects of the tax consolidation scheme managed by the Parent Company as part of its core activities. In 2025, Other Services recorded Technical capital expenditure of €176 million (€109 million in 2024), which mainly concerned maintaining the efficiency of real estate assets that are not functional to railway operations, green urban regeneration by contributing to intermodal integration in urban areas, and developing the Group’s digital equipment.

FERROVIE DELLO STATO ITALIANE SPA’S FINANCIAL POSITION AND PERFORMANCE Income statement millions of euros

2025

2024

Change

Revenue

147

150

(3)

(2)

- Revenue from sales and services

145

148

(3)

(2)

- Other income

Operating costs

(306)

(257)

(48)

GROSS OPERATING LOSS (EBITDA)

(158)

(107)

(51)

Amortisation and depreciation

(7)

(1)

(6)

>200

Net impairment losses/reversals

(1)

(20)

(95)

OPERATING LOSS (EBIT)

(166)

(128)

(38)

Net financial income

260

355

(95)

(27)

PRE-TAX PROFIT

227

(133)

(59)

Income taxes

204

(198)

(97)

100

431

(331)

(77)

Profit for the year

The Profit for the year was €100 million in 2025, showing a decrease on the previous year, attributable to the performance of the tax component (-€198 million), the financial component (-€95 million), and the operating component (-€38 million). The Gross operating loss (EBITDA) showed a decrease of €51million, due to higher Operating costs (-€48 million), and a reduction in Revenue (-€3 million). Revenue for the year was substantially in line with the previous year (-2%), showing a decrease that was due to a reduction in services rendered to Group companies (-€2 million), and a reduction in revenue attributable to the Riyadh contract (-€1 million), due to lower costs incurred compared to 2024. The increase in Operating costs for the period (+19%) was driven primarily by the following changes: • an increase in service costs (+€27 million) due to higher costs for professional services and consulting (+€18 million), external communication (+€15 million), and administrative and IT services (+€3 million), partially offset by lower costs for use of third-party assets (-€5 million), and costs related to the Riyadh contract (-€4 million); • an increase in personnel costs (+€18 million) due primarily to the increase in the average headcount, a higher unit cost of labour following contract renewals, and the increase in employee benefits

(+€25 million), partially offset by lower provisions for the period (-€9 million); • an increase in other operating costs (+€3 million) due mainly to higher costs for membership fees and grants (+€2 million), and for local taxes and duties (+€1 million). The decrease at the level of Operating loss (EBIT) compared to 2024, equal to -€38 million, was due to a reduction in EBITDA described above, and an increase in amortisation and depreciation resulting from the recognition of new leases (–€6 million), partially offset by a decrease in impairment losses incurred in 2024 (+€19 million). The deterioration in Net financial income (-€95 million) was mainly attributable to a decrease in dividends distributed by subsidiaries, associates and third parties (-€237 million), a reduction in the net balance of income on financial receivables and payables (-€32 million), offset by the recovery in the value of the investment held in FS International (+€7 million), as well as by lower write-downs of financial assets in 2024, primarily related to FSE (+€167 million). Income taxes showed a total decrease of €198 million compared to the prior period, due to lower income from the tax consolidation scheme stated against lower IRES (Corporate Income) taxes transferred by Group companies, and to current and deferred taxation.

Directors‘ report

101

Reclassified statement of financial position millions of euros

31.12.2025

31.12.2024

Change

Net operating working capital

(24)

Other assets, net (*)

330

358

(28)

Working capital

380

431

(51)

Non-current assets

ASSETS

Equity investments

38,920

38,798

122

Net non-current assets

38,953

38,801

152

Post-employment benefits

(4)

Other provisions

(7)

(44)

Post-employment benefits and other provisions

(11)

(44)

39,322

39,265

Net current financial position

(883)

(1,495)

612

Net non-current financial position

(517)

137

(654)

Net financial (position) debt

(1,400)

(1,357)

(43)

Equity

40,722

40,622

100

COVERAGE

39,322

39,265

NET INVESTED CAPITAL COVERAGE

(*) The comparative figures have been reclassified; for the related breakdown, please refer to Notes 19, 22, 28, and 29 of the separate financial statements of FS SpA.

Net invested capital, equal to €39,322 million, increased by €51 million during 2025, due to an increase in Net non-current assets (+€152 million), and an increase in Post-employment benefits and other provisions (-€44 million), partially offset by a reduction in Working capital (-€51 million). Net operating working capital, equal to €49 million, showed a decrease of €24 million during the year, primarily due to an increase in trade payables (-€23 million), which is closely linked to higher costs during the year, and a reduction in trade receivables (-€1 million). Other assets, net reported a decrease of €28 million, attributable to an increase in liabilities due to tax consolidation (-€92 million), resulting from lower income recognised due to lower IRES taxes transferred by Group companies, partially offset by an increase in receivables from subsidiaries (+€64 million), mainly due to dividends declared and not distributed. Net non-current assets, equal to €38,953 million, showed an increase of €152 million compared to 2024, mainly attributable to the subscription of an additional tranche of capital increase in favour of FS Logistix (+€110 million), and FS Energy (+€5 million), and the recovery of value of the investment in FS International (+€7 million), as well as to an increase in right-ofuse assets for leased assets (+€31 million) due to the recognition of new lease liabilities in accordance with IFRS 16. 102

Ferrovie dello Stato Italiane Group

Other provisions recorded an increase of €44 million, essentially due to a reduction in deferred tax assets. The Net financial position amounted to €1,400 million with an increase of €43 million compared to 31 December 2024, due to the combined effect of the following events: • an increase of €598 million in cash with banks, primarily attributable to funding raised during the year; • a reduction of €300 million in bond loans, mainly due to redemptions made during the period (-€1,499 million), partially offset by the issuance of new bond loans through the EMTN Programme (€800 million) and the Eurofima Programme (€400 million); • a decrease of €173 million in financial payables to Group companies for cash pooling; • an increase of €883 million in bank loans, driven by a €1,198 million increase in funding to support the FS Group’s development and modernisation plan, partially offset by a lower debt related to the Euro Commercial Paper programme (-€320 million). It should also be noted that a four-year €2 billion loan agreement was signed with Intesa Sanpaolo in December 2024, which became effective as early as from 2025, intended for non-routine maintenance expenses with ESG objectives: this transaction resulted in the reclassification of the debt from short-term to medium/long-term, with the maturity

extended to January 2029; • an overall decrease of €119 million in financial receivables due to amounts collected and received during the period; • an increase of €30 million in lease liabilities, resulting from signing new contracts during the reporting period.

Finally, Equity showed an increase due to the profit recorded in the period for €100 million and the positive change in valuation reserves of actuarial gains for employee benefits.

Directors‘ report

103

7. OTHER INFORMATION PROCEEDINGS AND LITIGATION This section details the criminal proceedings and proceedings initiated before the most important national and EU authorities, which underwent significant developments during the year, as well as newly reported proceedings. Please refer to the previous annual financial reports for the proceedings that took place over time. Up to the date of preparation of this report, no information had arisen that would indicate that the companies, including FS SpA, or the Group are exposed to contingent liabilities or losses of any material significance, different than those disclosed in Note 45 - Contingent assets and contingent liabilities of the consolidated financial statements. Furthermore, litigation and significant proceedings pending for which, where the relevant conditions are met, accruals have been made to specific provisions for risks and charges, are detailed in the notes to the financial statements, to which reference should be made. Criminal proceedings pursuant to Legislative Decree 231/01 RFI: Criminal proceedings no. 3651/2018 in the general register of crimes. With regard to these proceedings, registered with the Milan Public Prosecutor’s Office following the train accident that occurred on 25 January 2018, in Località Seggiano di Pioltello, which involved a regional train of the railway company Trenord, causing the death of three passengers and the injury of others, executives and employees of RFI and the company itself were initially entered in the register of persons under investigation for administrative liability pursuant to Legislative Decree no. 231/2001. On 25 February 2025, the Collegiate Court issued a ruling acquitting RFI of the administrative offence under Article 25-septies of Legislative Decree no. 231/2001 due to the absence of the predicate offence. With regard to the individuals, the court found the Head of the Maintenance Unit (CUM) guilty, sentencing him to 5 years and 3 months’ imprisonment while it acquitted all other defendants of the offences of culpable railway disaster, culpable homicide, and culpable injuries, on the grounds that they did not commit the acts, as well as - limited to the defendants against whom it was alleged - of the offence of wilful omission of precautions against accidents at work, because the offence did not exist. The Court also ruled that no proceedings should be brought against any of the defendants regarding the charge of culpable injuries due to lack of grounds for prosecution, following the exclusion of the aggravating circumstance of violating accident prevention regulations. With regard to the civil rulings, the Court ordered the 104

Ferrovie dello Stato Italiane Group

CUM, jointly and severally with the civilly liable party RFI, to reimburse the costs incurred by the aggrieved parties acting in criminal proceedings to recover damages (45 individuals), as well as to pay compensation for the damage suffered by them, settled on a provisional basis; finally, to pay compensation for the damage suffered by the aggrieved party FILT CGIL, settled on an equitable and final basis. The judgment was challenged by the Milan Public Prosecutor’s Office on certain grounds, including with respect to the Company held liable under Legislative Decree no. 231/2001. At the same time, the convicted CUM and RFI, as the civilly liable party, also filed an appeal. The appellate proceedings will begin before the Milan Court of Appeals on 9 June 2026. RFI: Criminal proceedings no. 4309/2023 in the general register of crimes. With regard to these proceedings, pending before the Ivrea Public Prosecutor’s Office - concerning the fatal collision of five workers from a subcontracting firm performing maintenance work on the infrastructure by a train near the Brandizzo station -, it is noted that, on 24 July 2025, the Ivrea Public Prosecutor’s Office served the notice of conclusion of preliminary investigations: it was learned that, contrary to the initial allegations, within the RFI context, the individuals (CSE (Safety Coordinator in the Execution phase) and the Head of the Engineering Organisational Unit) and the Company, held administratively liable under Legislative Decree no. 231/2001, already entered in the register of crimes, as well as the interim CEO holding office at the time of the accident, and the CEO previously in office until 19 May 2023, and nine other Company employees, were under investigation for the crimes of multiple aggravated manslaughter aggravated by the violation of accident prevention regulations (Article 589, paragraphs I, II, and V of the Italian Criminal Code), and culpable railway disaster (Article 449 in relation to Article 430 of the Italian Criminal Code). With regard to thirdparty firms, five representatives of the subcontractor, three representatives of the Contractor, and the firms themselves are under investigation pursuant to Legislative Decree no. 231/2001. Busitalia SN: Criminal proceedings no. 6769/2015 in the general register of crimes. These proceedings, initiated by the Public Prosecutor’s Office at the Court of Perugia, concerns alleged irregularities committed by the Company in the transmission of data to the National Observatory on LPT policies of the MIT, for the purpose of disbursing a portion of the Fund for the financing of local public transport referred to in Article 16-bis of Decree Law no. 95/2012, and the Prime Minister’s Decree of 11

March 2013. By order dated 11 June 2018, the Judge of the Preliminary Hearing ordered the indictment of the suspects and the Company, reclassifying the alleged offence from that provided for under Article 640-bis of the Italian Criminal Code (Aggravated fraud to obtain public funds) to the less serious offence under Article 640, paragraph 2, no. 1 (Aggravated fraud against the State). The order was issued against Busitalia SN in connection with the alleged administrative offence under Articles 5, 24, and 25 of Legislative Decree no. 231/2001 in relation to the offence under Article 640, paragraph 2, no. 1 of the Italian Criminal Code. Following the first-instance trial, on 12 November 2025, the Court of Perugia issued, among other things, a judgment of acquittal for the former CEO of the Company on the grounds that the offence had not been committed, as well as a judgment of acquittal in favour of Busitalia due to lack of evidence. The grounds for decision have not yet been filed. Busitalia SN: Criminal proceedings no. 6224/2016 in the general register of crimes. The proceedings pending before the Parma Public Prosecutor’s Office concern the tender for the award of road LPT services in the Parma area, in connection with which a former CEO, a former executive of Busitalia SN, and other individuals are charged with the crimes of bid-rigging (Article 353 of the Italian Criminal Code), disclosure of the contents of secret documents (Article 621 of the Italian Criminal Code), and corruption between private parties (Article 2635, paragraphs 2 and 3 of the Italian Civil Code). On 28 August 2019, the Company was served with the notice of conclusion of preliminary investigations pursuant to Article 415-bis of the Italian Code of Criminal Procedure, in which the charge was formally filed pursuant to Legislative Decree no. 231/2001 in relation to the

administrative offence (Article 25-ter, paragraph 1, letter s-bis) linked to the offence of corruption between private parties. On 22 December 2020, the Judge of the Preliminary Hearing of the Court of Parma issued an order directing the trial against the Company in relation to the administrative offence (Article 25-ter, paragraph 1, letter s-bis of Legislative Decree no. 231/2001) linked to the crime of corruption between private parties, and in its capacity as a civilly liable party in relation to the conduct attributed to the former CEO and an executive of the Company. Following the hearing on 10 September 2025, the Court of Parma ruled, among other things, that no further proceedings should be brought against the former CEO and the former executive of Busitalia, nor against the Company, regarding liability under Legislative Decree no. 231/2001. FS Sistemi Urbani: Criminal proceedings no. 4700/2021 in the general register of crimes. On 18 July 2024, FSSU was served a notice of indictment pursuant to Article 57 of Legislative Decree no. 231/2001 issued by the Milan Public Prosecutor’s Office. The charges brought against the company relate to an alleged violation of Articles 5 and 24 of Legislative Decree no. 231/2001 in connection with conduct taken by an executive of the FS Group, who is not currently employed by FSSU, against whom charges have been brought under Article 353-bis of the Italian Criminal Code - a predicate offence giving rise to the Entity’s liability, which would have been allegedly been committed in the interest and to the benefit of FSSU - for conduct related to determining the content of the notice of search for property for office use published by the MIT in March 2024. In 2025, the aforementioned proceedings were transferred, based on territorial jurisdiction, to the Public Prosecutor’s Office at the Court of Rome.

Directors‘ report

105

Other significant criminal court proceedings RFI: Criminal proceedings no. 503034/2012 in the general register of crimes. With regard to the proceedings filed with the Public Prosecutor’s Office of Castrovillari concerning a train collision with a vehicle carrying six people at the Private Level Crossing at km 155+849 of the Rossano C. – Mirto Crosia section in 2012, on 21 November 2025, the Court of Castrovillari issued a judgment of acquittal for all defendants on the grounds that the charges were unfounded. RFI: Criminal proceedings no. 524/2020 in the general register of crimes. The proceedings, initiated by the Lodi Public Prosecutor’s Office, concern allegations of administrative liability by RFI in connection with the derailment of the HS train AV 9595 which occurred in Livraga on 6 February 2020, in which the two train drivers lost their lives. Below are the updates: • abbreviated trial: the Appellate Proceedings concluded on 4 March 2025, with the confirmation of the convictions of the two manual workers who had performed maintenance work on the switch the night of the incident, reducing the sentence of 3 years’ imprisonment, imposed at the first instance, to 1 year and 8 months’ imprisonment (with conditional suspension of the sentence, and non-mention of the conviction). The two convicted employees waived their right to appeal to the Court of Cassation; therefore, the ruling is now final; • ordinary proceedings: on 16 December 2025, the Lodi Collegiate Court handed down a conviction against an Executive of RFI, sentencing him to 3 years and 5 months’ imprisonment, with disqualification from public office for 5 years. At the same time, the two workers from Alstom (which managed the maintenance services contract) were sentenced to 2 years and 8 months and 9 months of imprisonment, respectively, while the other two accused representatives of Alstom were acquitted for not having committed the offence. With regard to the civil rulings, the Court ordered the RFI executive to pay damages to the aggrieved party in criminal proceedings to recover damage FILT CGIL, settled for a total of €50,000 on an equitable and final basis, with a provisionally enforceable ruling, in addition to litigation costs (the trade union had not joined the civil action against the two convicted Alstom workers).

106

Ferrovie dello Stato Italiane Group

FS/RFI/Trenitalia/FSX: Criminal proceedings no. 6305/2009 in the general register of crimes. With respect to the criminal proceedings before the Public Prosecutor’s Office - Court of Lucca, concerning the accident that occurred in Viareggio on 29 June 2009, it is noted that, at the hearing held on 27 May 2025, the Florence Court of Appeals, in the context of the third appellate proceedings, issued the operative part of the judgment, confirming for all defendants the penalties imposed by the judges of the second appeal. The defendants’ counsels have filed an appeal with the Court of Cassation against the aforementioned ruling, and a hearing date is currently pending. Furthermore, regarding the extraordinary appeals to the Court of Cassation pursuant to Article 625-bis of the Italian Code of Criminal Procedure, filed by certain defence counsels to correct material or factual errors in the second judgment of the Court of Cassation (operative part of 15 January 2024, and grounds for decision of 26 July 2024), the hearing in chambers was held before the Court of Cassation on 27 February 2026, following which the appeals were declared inadmissible. HELLENIC TRAIN: Criminal proceedings on the accident at Tempi. On the night of 28 February 2023, a serious train accident occurred along the route between Athens and Thessaloniki, near the town of Tempi in central Greece, involving a passenger train (hired by Hellenic Train and owned by the state-owned company Gaiaose), and a freight train. The accident resulted in the deaths of 57 people, and injuries to another 164. Following the investigation, the Larissa Public Prosecutor’s Office filed a request for deferral for trial against various individuals involved, including the stationmaster on duty the night of the accident, and other officers belonging to the OSE network Operator, as well as against the former CEO and an Executive of Hellenic Train, who are charged with culpable homicide and culpable injuries, in connection with the alleged failure to activate the GSMR communication system on board the train. The first trial hearing was held at the Court of Larissa on 23 March 2026. At the same time, other criminal proceedings are pending in the preliminary investigation phase, concerning the offence of endangering railway safety with potential danger to human life, a crime classified as a felony. The related case was opened following a complaint filed in May 2024 by relatives of the accident victims against various parties (including current and former executives of Hellenic Train) for alleged acts or omissions regarding the safety conditions of railway operations following the accident. The investigating judge has appointed a technical expert, and the investigations are still ongoing.

Proceedings before national and community authorities RFI/Trenitalia/MIR: K2 Discount. The litigation concerns the application of the so-called “K2 Discount” – introduced by Ministerial Decree no. 44/T of 22 March 2000, and consisting of a temporary reduction in the fee for the use of railway infrastructure due to the absence of the conditions required to permit the operation of “singleoperator” trains – which the MIT had ruled inapplicable, in the absence of State subsidies, under Ministerial Decree no. 92/T of 11 July 2007. In response to the proceedings brought by certain railway undertakings, the Council of State definitively ruled on the annulment of Ministerial Decree no. 92/T with judgment no. 1110/2013. Trenitalia filed a civil lawsuit before the Civil Court of Rome to obtain payment from RFI of the amounts due under the “K2 Discount”, following the annulment of the aforementioned Ministerial Decree no. 92/T. Mercitalia Rail voluntarily intervened in the proceedings. On 1 March 2023, the Court of Rome, in judgment no. 3460/2023, ordered RFI to pay €144.5 million, plus interest, in favour of Trenitalia, and €91.3 million, plus interest, in favour of Mercitalia Rail, and rejected the indemnity claim filed by RFI against the MIT and MEF. On 28 July 2023, RFI filed an appeal against the aforementioned judgment of the Court of Rome while also requesting a stay of execution. Trenitalia and Mercitalia Rail, as well as the MIT and MEF, joined the proceedings. By order filed on 22 February 2024, the Court of Appeals granted the request to stay the enforceability of the first-instance judgment filed by RFI. The oral hearing is scheduled for 23 June 2026, with a 60-day deadline for filing final briefs and statements. RFI: Appeals against ARERA and CSEA. On 11 July 2022, RFI filed an appeal with the Lombardy Regional Administrative Court (TAR) against ARERA and CSEA in order to challenge ARERA’s note dated 11 May 2022, in which it stated that the Special Tariff Scheme, which RFI holds pursuant to Presidential Decree no. 730/1963, is limited to traction energy, considering, on the contrary, that energy so-called “for uses other than traction” is excluded from the said Scheme. In the meantime, on 28 December 2022, CSEA, independently offset the amount paid to RFI for the period 2015-2019 as compensation for uses other than traction on the compensation payment related to traction energy. RFI proceeded in February 2023 to file an interlocutory application in the existing appeal, as well as an additional appeal on additional grounds against CSEA and ARERA. By judgment No. 2874/2023, the Lombardy Regional Administrative Court rejected RFI’s defence arguments. RFI appealed the judgment before the Council of State. The hearing on the merits was held on 17 December 2024. In a ruling dated 13 January 2025, the Council of State dismissed the appeal filed by RFI, and, consequently, confirmed the judgment issued by the Lombardy Regional

Administrative Court. In addition, on 26 February 2024, RFI filed an appeal before the Lombardy Regional Administrative Court against ARERA and CSEA, challenging ARERA Resolution No. 618/2023/R/COM of 27 December 2023 (and the subsequent ARERA Resolution No. 45/2024/R of 20 February 2024 of rectification), in the part in which, under Article 36. 1 of Annex A, excludes that the Special Tariff Scheme under Presidential Decree no. 730/1963 applies to consumption for uses other than those related to rail transport services performed on the national railway infrastructure with the exception of passenger services carried out on the lines specially built for high speed and powered at 25 kV alternating current. The case is still pending. RFI/Trenitalia: SNCF vs RFI/TRA and against Trenitalia/NTV – Italo. Extraordinary Appeal to the President of the Republic filed by Trenitalia and NTVItalo vs RFI/TRA. In an appeal served on 4 February 2025, SNCF Voyages Italia Srl, a railway company holding a Framework Agreement for the allocation of railway capacity on the national network, challenged before the Piedmont Regional Administrative Court (TAR) the TRA Resolution No. 178/2024 “Guidelines and requirements for the Network Information Prospectus (PIR) for the years 2025 and 2026” in the part defining the concept of parallel tracks/time channel and the priority criteria, as well as the 2026 Network Information Prospectus, effective as of 14 March 2025, in the part in which it implemented the aforementioned Resolution regarding the priority criteria to be applied when scheduling the High-Speed passenger transport service timetable and, in any case, any priority criterion that favours, in balancing conflicting train path requests on a saturated line, requests from companies that already operate with higher frequency on the route. SNCF accuses the TRA of having designed a system for access to the High-Speed rail infrastructure that favours existing railway undertakings and discriminates against new entrants, and of failing to require RFI to correct the priority criteria in accordance with the principles of Regulation No. 545/2016, which the Infrastructure Manager is required to observe. At the preliminary hearing held on 12 March 2025, the Piedmont Regional Administrative Court rejected the request for a stay of execution filed by SNCF. In an appeal on additional grounds, SNCF sought the annulment and, in the alternative, a declaration of invalidity of: (i) the 2026 Network Information Prospectus, as updated by CEO Order no. 15 of 12 December 2024, and no. 2 of 28 February 2025, in this respect; (ii) the Final Proposal of 14 February 2025, and the Framework Agreement of 14 February 2025, as subsequently amended, and in its final version of 8 April 2025. By Judgment no. 1793 of 9 December 2025, the Regional Administrative Court, as a preliminary matter, ordered the separation of the main appeal from the appeal on Directors‘ report

107

additional grounds (against the proposed Framework Agreement of 14 February 2025, and the amended Framework Agreement) due to lack of connection. That latter case was therefore assigned a new General Register number (3381/2025), and a hearing was scheduled for 16 April 2026. In the aforementioned judgment, the Regional Administrative Court then found SNCF’s appeal to be unfounded on the merits, and ordered the allocation of litigation costs. On 4 April 2025, two extraordinary appeals before the President of the Republic, were served, among others, on RFI on the part of Italo NTV and Trenitalia, respectively, seeking the annulment of Resolution TRA no. 178/2024 in the part in which it set forth the requirements for the Draft Network Information Prospectus regarding the criterion of “Use of HS/HC lines and lines adapted or dedicated to HS services.” By judgments nos. 1638 and 1642 of 17 November 2025, the Regional Administrative Court upheld the appeals filed by Italo and Trenitalia, respectively. RFI: Appeals against TRA Resolutions nos. 126 and 127/2023. By TRA Resolutions nos. 126 and 127 of 27 July 2023, the Authority concluded the sanctioning proceedings initiated by Resolution no. 147/2022 for the violation of Article 23, paragraph 3, of Legislative Decree no. 112/2015 concerning the Network Information Prospectus (PIR) for the year 2023. RFI was accused of having entered into framework agreements covering capacity exceeding the 85% threshold of the total capacity allocated to each route, and for each time slot, as provided for in the aforementioned provision of the Network Information Prospectus. Following specific assessments, which were also conducted with the assistance of the appointed third-party counsel, RFI deemed it appropriate to challenge the aforementioned measures before the Piedmont Regional Administrative Court. The appeal was decided by judgment no. 1092/2024 of 28 October 2024, ruling against RFI, which then filed an appeal against it before the Council of State. The proceedings are still pending. RFI: Appeals against TRA Resolutions nos. 187/2023 and 38/2024. By TRA Resolution no. 187 of 30 November 2023, the Authority declared non-compliance with the new regulatory framework set forth in TRA Resolution no. 95/2023 - which revised the criteria

108

Ferrovie dello Stato Italiane Group

for determining fees for access to and use of railway infrastructure approved by the previous Resolution no. 96/2015 – on the part of certain aspects of the proposal submitted by RFI for the definition of the new tariff system for the 2024–2028 period regarding the Minimum Access Package (PmdA) to the national railway infrastructure, as well as for Services other than the PmdA provided. On 29 January 2024, RFI challenged the aforementioned measure before the Piedmont Regional Administrative Court. On 13 May 2024, RFI filed an appeal on additional grounds, which also serves as an independent appeal, against the subsequent TRA Resolution no. 38/2024, by which the Authority declared the non-compliance by the further proposal submitted by RFI for the definition of the tariff system for the 2024-2028 period, and established the consequent decisions for the 2025-2029 tariff period. Following the hearing on 12 March 2025, by judgment no. 575/2025 published on 2 April 2025, the Regional Administrative Court dismissed the main appeal and the appeal on additional grounds filed by RFI, ordering the allocation of litigation costs. On 2 July 2025, RFI filed an appeal against the judgment. The proceedings are still pending. FS/FSE: ANAV appeal for compliance with Council of State judgment no. 6983/2024 ANAV has filed an appeal with the Council of State pursuant to Article 112, paragraph 3, of the Code of Administrative Procedure against the MIT, and FSE and FS, as well as AGCM (Italian Competition Authority), to enforce the Council of State’s judgment no. 6983/2024, by which the Council of State, granting the appeal filed by Arriva, Co.Tr.A.P. and Ferrotramviaria, ordered the annulment of the MIT Decree of 4 August 2016, which identified FS as the entity to which FSE’s stake was to be transferred, following the non-application of Law no. 208/ 2015, which provided for the allocation of €70 million to FSE, and seeking an order requiring the MIT to pay damages in the amount of €23.8 million, plus default interest. In the context of said proceedings, the State Attorney General’s Office filed a motion for joint hearing with the compliance appeal filed by Arriva, Co.Tr.A.P. and Ferrotramviaria. By judgment no. 961/2026 of 6 February 2026, the Council of State declared the appeal filed by ANAV inadmissible on the grounds of lack of standing.

DISCLOSURE RELATING TO ARTICLE 2086 OF THE ITALIAN CIVIL CODE As at the date of these financial statements, Ferrovie dello State Italiane SpA had established, in accordance with Article 2086 of the Italian Civil Code, an organisational, administrative, and accounting structure appropriate to the nature and size of the business, which has been assessed by the Board of Directors as satisfactory in this respect, including in accordance with Article 2381 of the Italian Civil Code.

THE HOLDING COMPANY’S TREASURY SHARES At 31 December 2025, Ferrovie dello Stato Italiane SpA neither owned treasury shares directly or through trustees or nominees nor had it acquired or sold treasury shares directly or through trustees or nominees in 2025.

RELATED-PARTY TRANSACTIONS Transactions between Ferrovie dello Stato Italiane SpA and the Group companies and their transactions with other related parties are carried out correctly in terms of substance and to the parties’ mutual financial benefit based on normal market conditions which are defined with the assistance of independent experts, when necessary. The shared objective of intraGroup transactions is to promote efficiency and, therefore, create value for the entire Group. To this end, in line with FS Italiane Group’s industrial plan, a more rational reallocation of Group assets and resources is underway, to enable each company to focus on its core business, to improve the

use of assets not directly related to the core activities of the Group companies, transferring these activities to specialised entities, including through demergers and contributions, and to increase intraGroup synergies. These processes and transactions are carried out in accordance with sector regulations, the Italian Civil Code and tax laws, in line with the guidelines issued by the relevant ministries and the Group’s administrative/accounting procedures and considering the specific characteristics of the activities performed by many Group companies. Assets and liabilities, income and expense arising on transactions during the year with parents and other Group companies and information on related party transactions are presented in the notes to the separate and consolidated financial statements, to which reference should be made.

OTHER INFORMATION On 2 October 2025, a cybersecurity incident was detected which involved the IT infrastructure of a supplier to the FS Group, and specifically affected certain applications and systems used by some Group companies, without any impact on rail traffic. In November 2025, it emerged that documents and information belonging to Group companies (including FS) had been made available on the dark web, having been exfiltrated as a result of the October incident. The exfiltration primarily concerned payroll data for September 2025 pertaining to employees of 21 Group companies. Immediately following each incident, the necessary reports were filed with the Postal Police (CNAIPIC) and the National Cybersecurity Agency-ACN (CSIRT Italia), notifications were sent to the Data Protection Authority, and any related notices were provided to the individuals concerned. The FS Group companies affected by the incidents, as well as the supplier that suffered the attack, have filed a complaint against persons unknown with the Rome Public Prosecutor’s Office, and investigations are currently underway.

Directors‘ report

109

8. OUTLOOK The macroeconomic environment shows signs of moderate growth in consumption and services, including those related to passenger mobility, despite ongoing global volatility stemming from the conflict in Ukraine, geopolitical tensions in the Middle East, and protectionist trade policies - such as U.S. tariffs - which continue to put pressure on commodity prices. In this context, the FS Group has reaffirmed its role at the centre of the mobility ecosystem, aiming to develop a resilient infrastructure system, increasingly sustainable mobility, and integrated logistics - including in response to the impacts of Climate Change -, thus creating value for the entire country’s economy. In recent years, it has strengthened its position through significant growth in investments, reaching its highest level of spending in 2025. Furthermore, the Group has strengthened its global footprint, operating across 5 continents, and in approximately 30 countries. In light of the results achieved and the new scene of transport, the FS Group continues on its path to growth outlined in the 2024–2029 Strategic Plan, the financial and investment objectives of which were confirmed at year-end with the presentation of the Plan’s update. On this trajectory, the Group aims to become a European mobility leader, operating in an international market, striving to ensure ever-higher quality standards, and to offer the market a range of services consistent with demand trends and changing customer needs through the introduction of new routes, increasing available seats through fleet expansion, and extending cross-border services while acting as a key player in green mobility. Changing mobility needs place the customer at the centre of the offering through an evolution of the travel experience based on the personalisation of services, the integration of intermodal services, and ensuring safety throughout the journey. From an investment perspective, the FS Group is continuing, in the Infrastructure sector, the positive trend already observed in 2025 with an increase in production. In this context, the FS Group is one of the key players in defining and implementing the NRRP. Specifically, 80% of the investments planned under Mission 3, “Infrastructure for sustainable mobility”, are earmarked for projects to develop and upgrade the national and regional rail network. With regard to the FS Group’s objectives and mission across its various business segments: • the Railway Infrastructure business segment aims to support the transformation of the infrastructure, and the economic and financial stability of investments, with a particular focus on service quality, aimed at

110

Ferrovie dello Stato Italiane Group

reducing inconvenience for users and operators, as well as modernising the network, including through the use of dedicated resources (e.g., NRRP). The pursuit of these objectives is supported by a vertical integration strategy, aimed at insourcing expertise currently acquired from the market, including through M&A transactions, in order to secure the investment plan, and strengthen executive and industrial capacity in the medium to long term; • the Road Infrastructure business segment plans to implement robust operational procedures to adjust the concession term, and restore the economic and financial balance of the services component, with a renewed focus on the core business, and the development of an investment plan to support network expansion, underpinned by digitisation and innovation to create an interconnected and efficient infrastructure, as well as a structured commitment to sustainability and road safety aimed at accelerating the ecological transition and promoting a widespread culture of safety; • the Passenger Transport business segment plans to develop an integrated offering, through innovative sales channels, based on high levels of service quality and industrial excellence, continuous innovation of the offering, and a passenger-centric approach, in order to increase market shares and encourage the modal shift, in line with business development initiatives aimed at strengthening its positioning in the competitive environment; • the International Passenger Transport business segment aims to transform the FS Group into a multi-domestic company and a European mobility operator, expanding its presence in new Markets, thanks to increasing deregulation, and generating additional value in the countries where it already operates (France, Spain, Germany, Greece, and the Netherlands), by launching new High-Speed rail connections in Europe, strengthening its intermodal offering through the expansion of bus services, and revitalising existing operations; • the Freight Transport business segment aims to restore profitability through targeted industrial and commercial initiatives, supported by organisational changes focused on corporate streamlining and improving operational efficiency across the entire value chain. It will strengthen its European positioning by expanding along key continental corridors and optimising assets while evolving towards a freight forwarder model based on client-driven end -to-end services, and the technological integration of systems to improve service quality.

9. CONSOLIDATED SUSTAINABILITY REPORT 112 General disclosures 114 Business model and strategy 122 Stakeholder management and double materiality process 152 Commitment to sustainable development 164 Environmental information 164 Disclosure prusuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) 174 ESRS E1 – Climate change 192 ESRS E2 - Pollution 195 ESRS E3 – Water and marine resources 200 ESRS E4 – Biodiversity and ecosystems 207 ESRS E5 – Resource use and circular economy 214 Social information 214 ESRS S1 – Own workforce 226 ESRS S2 – Workers in the value chain 228 ESRS S3 – Affected communities 239 ESRS S4 – Consumers and end-users 261 Governance information 261 ESRS G1 – Business conduct 268 Appendix 268 ESRS content index 280 Accounting policy for sustainability metrics 292 Information tables in accordance with Article 8 of the EU Taxonomy Regulation

Directors‘ report

111

GENERAL DISCLOSURES ESRS 2 BP-1 – General basis for preparation of the sustainability statement The Consolidated Sustainability Report included in this document has been prepared in accordance with the disclosure requirements (including the respective elements of information) set out in the European Sustainability Reporting Standards (ESRS). The sustainability reporting & control process involves the Parent Company, as far as cross-cutting issues are concerned, and the companies consolidated on a line-by-line basis (in accordance with the Group’s Annual Financial Report), for topics and indicators specific to the various business sectors. The Consolidated Sustainability Report includes information on material impacts, risks and opportunities related to the Group through its direct and indirect business relationships in the upstream and/or downstream value chain. With regard to the environmental standards metrics associated with the upstream value chain (ESRS E1, ESRS E2, ESRS E3, and ESRS E5), the scope of reporting covers the relevant parties identified by the Group, namely rail infrastructure contractors. The Group did not exercise the option to omit information that is classified, sensitive, or relates to intellectual property, know-how, or innovation outcomes. ESRS 2 BP-2 – Disclosures in relation to specific circumstance Time horizons In preparing the Consolidated Sustainability Report, the Group adopted the time horizons set out in ESRS 1 - short term (up to 1 year); medium term (2 to 5 years); and long term (more than 5 years); however, with regard to disclosure requirement E1-1 – Transition plan for climate change mitigation, different time horizons were used, as specified in the relevant section. Sources of uncertainty in estimates and results Information regarding the calculation methods used for the metrics included in the consolidated sustainability report is available in the section on “Accounting policy for sustainability metrics” in the Appendix. Incorporation by reference Some of the information required by the ESRS has been incorporated by reference to other sections of the Integrated Report (ESRS 2 GOV-1, ESRS 2 GOV-2, ESRS GOV-3, ESRS GOV-4, ESRS GOV5, ESRS 2 G1-3, ESRS 2 G1-4); the section on ESRS content index, included in the Appendix provides any information necessary to understand the positioning and links between the various information reported in the document. 112

Ferrovie dello Stato Italiane Group

Application of planned transitional provisions With regard to the disclosure requirements gradually introduced by the ESRS, the exclusions applied in preparing the Consolidated Sustainability Report are shown below: • ESRS E1-9 – Anticipated financial effects from material physical and transition risks and potential climate-related opportunities; • ESRS E2-6 - Potential financial effects from pollutionrelated impacts, risks and opportunities; • ESRS E3-5 – Anticipated financial effects from material water and marine resources-related risks and opportunities; • ESRS E4-6 – Potential financial effects from biodiversity and ecosystem-related impacts, risks and opportunities; • ESRS E5-6 - Potential financial effects from resource use and circular economy-related impacts, risks and opportunities. Disclosures required by other legislation or generally accepted sustainability reporting pronouncements In preparing the Consolidated Sustainability Report, the FS Group - although not subject to additional regulations providing for sustainability disclosure requirements - has also provided the information requested by those regulations, as it is already included and met through full compliance with the ESRS. For this reason, it was not necessary to include additional specific content required by other provisions (please see the table suggested by the ESRS in the Appendix). ESRS 2 GOV-1 - Role of administrative, management, and supervisory bodies ESRS 2 GOV-2 - Information provided to the company’s administrative, management, and supervisory bodies and sustainability issues addressed by them ESRS 2 GOV-3 - Integration of sustainability performance into incentive systems For information regarding the role of administrative, management, and supervisory bodies, management and control, the information provided to these bodies, and the integration of sustainability performance into incentive systems, please refer to the sections Board of Directors of FS SpA and Board of Statutory Auditors in the Report on Corporate Governance and Ownership Structure.

ESRS 2 GOV-4 – Statement on due diligence Below is a mapping of the information provided regarding the due diligence process. Basic elements of due diligence

Paragraphs in sustainability statements

a) Integrate due diligence into governance, strategy and business model

Report on corporate governance and ownership structure: - Board of Directors of FS SpA - Board of Statutory Auditors Management of impacts, risks and opportunities: - ESRS G1 – Business conduct

b) Involve stakeholders in all key stages of due diligence c) Identify and assess negative impacts d) Intervene to address negative impacts

e) Monitor the effectiveness of interventions and communicate

Following the European Parliament’s approval of the so-called “Omnibus I Package”45, which specifically amended the obligations and adoption timelines set forth in Directive (EU) 2024/1760 on corporate sustainability due diligence, it was deemed appropriate to initiate an analysis and assessment process to ensure alignment with the updated regulatory framework and the specific operational and organisational features of the FS Group. This decision comes at a time when the Group already has established tools and mechanisms in place to manage ESG issues throughout the supply chain. In particular, in addition to general and specific policies that include commitments to prevent, mitigate, or minimise impacts on human rights and the environment throughout the value chain, as part of the “Sustainable Procurement and Supply Chain Management” Project, launched in 2018, economic operators intending to

General disclosures: - Stakeholder management and double materiality process - Commitment to sustainable development Management of impacts, risks and opportunities: - ESRS E1 – Climate Change - ESRS E2 – Pollution - ESRS E3 – Water and Marine Resources - ESRS E4 – Biodiversity and ecosystems - ESRS E5 – Resource Use and Circular Economy - ESRS S1 – Own Workforce - ESRS S2 – Workers in the Value Chain - ESRS S3 – Affected communities - ESRS S4 – Consumers and End-users - ESRS G1 – Business conduct

register with the Qualification Systems and participate in tenders, as well as suppliers, are annually involved in an ESG performance appraisal campaign through an IT platform developed by FS Italiane, aimed at assigning an ESG rating that measures the level of maturity in managing sustainability issues and, at the same time, provides recommendations for continuous improvement. This is complemented by periodic meetings with contract representatives and targeted supplier audits designed to assess performance in the areas of quality, environment, and health and safety. These initiatives enable structured and ongoing monitoring of key ESG risks, including those relevant to human rights, thus ensuring effective governance of these issues even during the transition to the new regulatory framework. For further details on the project, please refer to the section on ESRS G1 – Business conduct.

45. This is a package of legislative proposals from the European Commission, adopted on 26 February 2025, aimed at simplifying the EU regulatory framework on sustainability, and reducing administrative burdens on businesses, specifically concerning the Corporate Sustainability Reporting Directive (CSRD), and the Corporate Sustainability Due Diligence Directive (CSDDD).

Directors‘ report

113

BUSINESS MODEL AND STRATEGY ESRS 2 SBM-1 – Strategy, business model and value chain The purpose of the business model adopted by the FS Group – which, as at 31 December 2025, had 96,841 employees, 83,659 of whom were in Italy - is to make the most of the different types of capital (financial, physical, human and relational, intellectual46 and organisational, natural), according to the framework of the International Integrated Reporting Council (IIRC), by organising

activities and processes to create value in the medium and long-term for all stakeholders. As in other public utilities sectors, the Group’s activities are subject to specific regulation by independent national and international authorities, to ensure the market operates properly and to protect customers’ rights. For more details regarding the business model and strategy, please refer to the paragraph on the Performance of Business Sectors.

Innovation

Sustainability

recruiting and managing personnel training and development people care health and safety relationships with passengers, customers and suppliers relationships with institutions planning, assessing innovation and managing investments organisation debt capital market and administration project finance planning and control soft finance risk management sustainable finance -internationalisation

Putting people first

planning new infrastructures operation, monitoring and maintenance of rail and road infrastructure and other assets (stations/workshops) and the train/bus/ferry fleet defining intermodal transport services providing passenger and freight transport services (commercial services1 and universal services2) monitoring and investing in travel safety energy management environmental management systems

Service quality

1. Services offered without commercial restrictions and without government grants 2. Public transport services offered at the request of the government or regions under service contracts, whereby the transport companies receive considerations in exchange for meeting agreed requirements in terms of the frequency of service, fares, service levels and stops

46. For more information on the intangible assets, please refer to the paragraph on Research, development and innovation.

114

Ferrovie dello Stato Italiane Group

Input

Results regional services

high speed services

FINANCIAL CAPITAL Resources necessary to finance our activities: share capital

debt capital (bonds, Green Bonds, bank loans, sustainability linked facilities)

intermodal services

government grants (Government Programme Contract, EU Funds, etc.)

integrated logistic services

international services

engineering services

PHYSICAL CAPITAL Material assets to provide high quality services: Resilient rail and road infrastructure and other assets (stations/ workshops)

road and rail infrastructures

Train/bus/ferry fleets

Impacts HUMAN CAPITAL AND RELATIONSHIPS The skills, abilities and experience of our people and relationships with stakeholders

putting people’s needs first

people’s safety

financial performance and investments

INTELLECTUAL AND ORGANISATIONAL CAPITAL Intangible assets which contribute to creating value: patents, trademarks organisational IT systems rights, etc. procedures

value creation and competitiveness for the country punctuality and service regularity digital skills and technological progress

NATURAL CAPITAL Natural resources managed (renewable and finite): energy

soil

water

materials

attractiveness and satisfaction of the Group’s people environmental sustainability

Directors‘ report

115

VALUE CHAIN

Concessions, authorisation, calls for tenders and strategic planning Financing to carry out Group’s activities/works

UPSTREAM… Tier 2/3: Sub-contracts, materials and components (es. steel, iron, concrete, etc.)

Materials for infrastructures, rail superstructure, technological and signalling systems, civil works

Tier 1: procurement of goods, services and works

…OWN OPERATIONS… Main mobility services offered

…DOWNSTREAM Significant customers and markets served

STAZIONE

New infrastructures, maintenance of the railway and road network and management of railway stations

• Railway companies • Railway station customers/ Travellers • Users of road network Mainly domestic market

116

Trains, buses, equipment systems, customer services

Ferrovie dello Stato Italiane Group

Management of the transport system of people by rail and road

•Travellers Domestic and international market

“Captive” services in support of the other Business units

Railway engine and wagons, industrial vehicles

Management of the freight transport by rail and road

Administrative, accounting, ICT, design and engineering services

Regeneration of property assets and integrated management of parking

•End-producers of products transported from the factory to distribution points/ end-users •Intermediary operators (terminal operators and third-party transporters, etc.)

•Group’s companies •Municipalities and local authorities •Communities/private investors •Railway station customers / Travellers

Domestic and international market

Mainly domestic market

Directors‘ report

117

BUSINESS UNIT

118

UPSTREAM… RAIL AND ROAD INFRASTRUCTURES Transport infrastructure is the backbone for the economic and social development of the territory, affecting its productivity, facilitating its trade with other areas and markets, and improving its economic inclusion and social cohesion.

The construction of infrastructure is subject to the decision of the regulator (in particular, through concession deeds with the Government) and the raising of capital to finance the investments required to operate the infrastructure and the awarding of contracts to economic operators and specialists of proven suitability and high professional profile. In this area, RFI and Anas are among the largest contracting entities in Italy by awarding tenders and contracts for the construction of new works and routine and non-routine maintenance of the infrastructure. Under such procedures, third-party suppliers may rely on subcontractors (tier 2) while the materials used for the infrastructure construction phase (tier 3) mainly concern steel, earths, iron, aluminium, concrete, etc..

NATIONAL AND INTERNATIONAL PASSENGER TRANSPORT To foster integrated mobility solutions, increasing the share of collective and shared transport through an increasingly personalized offer that is attentive to the needs of each passenger, according to the principles of environmental, social and governance sustainability.

Passenger transport is subject to signing service contracts, including as a result of tenders launched in local public transport services, and the release of licenses (issued nationwide by the Ministry of Infrastructure and Transport). Raising capital to finance investments/purchases related to the fleets and transport service management (including ancillary services such as, for example, fleet cleaning, catering services, etc.) is, in addition, a further necessary element to guarantee the service. The upstream value chain mainly consists of suppliers of rolling stock and vehicles (trains and buses) and spare parts and components for fleet maintenance.

FREIGHT TRANSPORT To maintain the company’s footprint in the logistics and freight transport sector through the promotion, implementation, management and sale of initiatives and services in the field of logistics, mobility and freight transport.

Freight transport and logistics management are subject to the release of licenses (issued nationwide by the Ministry of Infrastructure and Transport). In addition, raising capital to finance investments/purchases related to fleets, logistics terminals and operation of intermodal services is another necessary element to guarantee the service. The upstream value chain mainly consists of suppliers of rolling stock and equipment (locomotives, rail cars and wagons, cranes) and transport services (e.g., truck transport, rail car rental).

OTHER SERVICES To provide support services to other Business Units and, within the scope of asset management services, enhance the value of the assets that are no longer functional for rail service by managing activities in the field of real estate and maintaining the company’s footprint in the urban regeneration sector.

The upstream value chain mainly consists of administrative, tax, accounting, ICT and other service providers that support the “shared service” model, as well as of players that deliver design and engineering services.

Ferrovie dello Stato Italiane Group

…OWN OPERATIONS …

… DOWNSTREAM

The main own activities/operations concern the construction of accessible, integrated, resilient, interconnected road and rail works dialoguing with each other, including thanks to digital transformation and the integration of engineering services for the acceleration of investments. In this context, the operation of stations also assumes particular importance, since they are key nodes in the network where the Group’s activities and services come into direct contact with travellers, and where the infrastructure comes into direct contact with urban areas and their inhabitants.

The services offered by the Group, based on principles of fairness, non-discrimination and transparency, are aimed both at railway companies, to run their trains, passengers and freight, and at customers who pass through our stations and/or travel along the road network entrusted to the Group. In particular, commitments in terms of the “quality” of services offered to businesses and customers/travellers are declared and monitored through customer care and customer satisfaction activities.

The main own activities/operations concern the promotion, implementation and management of initiatives and services in the field of passenger transport, developing an integrated offer of products/services and operating a structured mix of distribution channels.

To meet the mobility needs of travellers and the market demand, committing to ensuring the highest safety standards and guaranteeing a range of quality services, declared and monitored through customer care and customer satisfaction activities.

The main own activities/operations concern the promotion, implementation and management of integrated freight and logistics solutions that enable the enhancement of the mode of railway transport.

To meet the needs of industrial customers (e.g., terminal operators, third-party transporters, end manufacturers) by committing to providing customised logistics services (intermodal transport, rail traction, first and last mile road, warehouse logistics, exceptional transport, handling and shunting).

The main own activities/operations support and enable the other Business Units through, for example, the outsourced management of administrative, accounting, tax, and HR functions for the Group’s main companies; the management of financial, ICT, and digital services, physical security (security guard services, access control, prevention, etc.), and the certification of transport systems and infrastructure, the study, promotion, implementation and management of processes to develop properties and increase their value (with specific regard to stations, nodal and transport infrastructure, and assets available on behalf of FS Italiane Group companies), the development of activities related to parking lots and areas for parking vehicles of any kind, and the operation and maintenance of areas and buildings for public and private use.

To meet the needs of internal customers (Group companies) and, indirectly, generate benefits for other external stakeholders (e.g., private investors, municipalities, station customers), citizens and the community through new services and gathering places resulting from the enhancement of urban areas owned by the Group.

Directors‘ report

119

Sustainability plan As part of the Group’s Strategic Plan, described in the paragraph on Strategic Plan 2025-2029, there are five cross-cutting areas identified to guide the transformation of the Group, respond effectively to growing market challenges and, at the same time, enhancing the Group’s positioning in the transport sector. One of these is about Sustainability, and is geared toward promoting sustainable and integrated mobility, supporting the climate transition of the country’s transport system,

and the development of a circular and regenerative industrial model, as well as strengthening social cohesion, and the well-being of people. In order to give concrete form to the Group’s ESG strategy, a programme has been designed with four transformation areas, aimed at enabling the Group’s positioning as a benchmark and international leader in good sustainability practices. The four areas that direct the Plan, to which challenges and ambitions are linked, are reported below.

Transformation areas, and related challenges and main ambitions: SCOPE

DESCRIPTION

AMBITION

ENERGY TRANSITION AND CLIMATE RESILIENCE Adaptation to climate change

Strengthening the resilience of transport infrastructure and services to climate change by integrating climate risk assessment and monitoring into design, construction, and management processes.

Investments and operational processes based on climate risk¹

Mitigation of climate change

Cutting transportation’s climate impact by switching to renewable energy, electric and intermodal mobility, technological innovation, and involving the whole supply chain.

•Net Zero emissions by 2040 (Scope 1+2+3)² •CAPEX EU Taxonomy-aligned ≥ 80%³

CIRCULARITY AND BIODIVERSITY Circularity of resources

Adoption of a circular and regenerative industrial model that optimises natural resources and integrates low-impact solutions at every stage of the infrastructure and operating cycle.

-50% unsorted urban waste vs 20194 100% special waste sent for recovery4,5,6 -50% water withdrawals at 2040 vs 2019 Define industrial symbiosis plans7

Biodiversity and ecosystems

Designing sustainable infrastructures and promoting initiatives to enhance the natural character of places, conserve and restore biodiversity, and enhance natural capital.

«No net loss» on new works on the Natura 2000 areas4 Hotspot of biodiversity

PEOPLE AND COMMUNITIES Development and enhancement of territories and communities

Redevelop rail junctions and spaces into sustainable, accessible hubs, promoting urban regeneration and development, connectivity, integrated mobility, and enhancing local areas.

Redevelopment of disused areas Improved local connectivity Projects to promote social inclusion and cohesion

Well-being, development and inclusion

Promoting a healthy, inclusive workplace by listening and reconciling work-life balance, professional growth, enhancing skills and diversity, and attracting new talent.

Advancing women into leadership roles Developing skills and the jobs of tomorrow Fostering well-being and work-life balance

SUPPLY CHAIN AND SAFETY Sustainability of the supply chain

Strengthening ESG criteria in procurement processes by promoting sustainable supplier qualification, monitoring supplier performance and implementing joint improvement initiatives.

100% of tenders to include or reinforce ESG aspects by 2028 Supplier engagement to improve ESG performance Secure and sustainable sourcing

Training and digitization for safety

Promoting a culture of prevention and shared responsibility and innovative technologies to support effective safety management.

Workplace fatalities among employees are approaching zero4 Fatalities trending toward zero by 2050 in the FS transportation ecosystem (bus and rail)

Note: 1. Assumed in the most severe climate projection – the IPCC RCP8.5 scenario; 2. Scope 1: direct emissions generated by the company (sources owned or controlled by the company); Scope 2: indirect emissions from externally purchased energy (location- and market-based); Scope 3: all other indirect emissions generated across the company’s value chain; 3. Target for each year of the Plan that includes a residual portion of investments for climate change adaptation; 4. Consider the Plan’s end year (2030) as the year the target is to be achieved; 5. Construction sites excluded; 6. Excluded are types of waste that, by their nature and/or legal requirement, cannot be recovered (asbestos-containing materials, sludges from industrial wastewater treatment containing hazardous substances); 7. Within construction sites or other production sites.

120

Ferrovie dello Stato Italiane Group

In 2025, the Sustainability Plan, approved by the BoD in December, underwent an update that involved a targeted revision of the targets, with the aim of ensuring greater alignment with the evolving regulatory, strategic, and operational framework of the Group, as well as with the outcomes of planning activities and discussions with the companies within the perimeter. The changes specifically concerned the following areas: • ambitions: introduced as from 2025 to make the expected contribution to the Group’s strategic sustainability priorities more explicit. The update improved alignment between the long-term vision, planned initiatives, and implementation capacity while maintaining the overall strategic direction unchanged; • new targets: new targets have been introduced in specific areas, with the aim of strengthening certain areas, or making the measurement of certain strategic priorities more explicit. These new targets have been defined in line with the evolution of available metrics, the enhancement of monitoring systems, and the need to improve the clarity and comparability of performance over time; • revised targets: some targets already included in the Plan have been revised, primarily by reframing them as “ambitions”, updating the reference baselines, adjusting the target values, and, in some cases, resetting the timeframe for achievement. The revisions reflect changes in the operating environment and

available information, as well as the need to ensure greater consistency between targets, operations, and implementation timelines; • confirmed targets: a significant portion of the targets has been confirmed without changes, reflecting the soundness of the Plan’s original framework, and the validity of the improvement plans already defined; • suspended targets: some targets have been suspended, as they are no longer fully consistent with the evolution of the regulatory framework, with updated strategic priorities, or with the availability of reliable and stable metrics. These decisions were made with a view to ensuring the overall robustness of the Plan, avoiding the retention of objectives that are not adequately measurable, or no longer representative of the actual levers for creating sustainable value. The overall changes introduced in 2025 do not alter the underlying structure and objectives of the Sustainability Plan, but rather strengthen its effectiveness, credibility, and the quality of the information it provides, thus ensuring better alignment between strategic ambitions, operational targets, and monitoring and reporting processes. For further details on the targets, please refer to the relevant sections of this Consolidated Sustainability Report.

Directors‘ report

121

STAKEHOLDER MANAGEMENT AND DOUBLE MATERIALITY PROCESS ESRS 2 SBM-2 – Interests and views of stakeholders The FS Group interacts with a wide range of stakeholders who are critical to implementing its corporate strategy, expanding business, and creating long-term value. Gathering stakeholder needs and opinions enables the identification of social changes and trends, adapting strategies and business models in response to new challenges and opportunities. For this reason, the FS Group ensures that administrative, management and supervisory bodies are informed about stakeholder engagement on sustainability-related impacts. In fact, the FS Sustainability Board Committee meets on a regular basis to review key sustainability issues47. In addition, the main Group companies provide periodic updates to their Boards of Directors on the findings of service quality surveys and the progress of projects in the area of sustainability. Engagement is carried out at the corporate and Group level to ensure that all views and related interests are properly identified, taking action where necessary. This approach aims to continuously improve services and ensure transparency and trust with stakeholders, fostering innovation, ensuring

regulatory compliance and promoting social responsibility. The results of engagement are used to update business strategies, ensuring that they are aligned with stakeholder expectations, in order to refine organisational processes, including in relation to managing sustainability-related impacts, risks and opportunities, and strengthening existing relationships. The Group’s strategy and business model aim to create positive effects and mitigate negative impacts on its stakeholders, with a focus on the end-users of the services provided. For more details, please refer to the thematic sections related to environmental, social and governance information. Stakeholders with whom the Group interacts throughout the value chain are mapped into macro-categories, along with the modes of engagement, which are described below. The Group conducts stakeholder mapping approximately once a year to classify stakeholders according to their dependence on Group services, and their influence on decision-making, strategy and operations, as well as the urgency of attention they require, in accordance with the international AA1000SES - Stakeholder Engagement Standard.

Stakeholder category

Modes of engagement to guide strategy

SHAREHOLDERS AND GRANTING AUTHORITIES

The Shareholders’ Meeting of FS SpA, which is constituted by the sole shareholder MEF, is governed by the provisions of the law and the Articles of Association. Engagement is expressed through institutional meetings during the year when financial results, corporate strategies and key decisions are presented. During these meetings, shareholders have the opportunity to express their opinions and vote on material topics. Shareholders are kept informed through e-mails and periodic reports, which provide a detailed overview of the Group’s economic, social, and environmental performance, and through direct meetings with management where feedback and recommendations are gathered. Engagement of granting authorities, i.e., the authorities that grant licenses and authorisations for FS Group operations, takes place through an ongoing dialogue aimed at ensuring compliance with regulations and concessions. This dialogue manifests itself in periodic meetings to discuss infrastructure projects, development plans, and operational issues.

CUSTOMERS AND Customer and traveller engagement activities are promoted through structured listening and monitoring processes, TRAVELLERS including discussion meetings, complaint analysis, customer satisfaction surveys, and business process monitoring. Among the surveys conducted on an ongoing basis, of particular relevance are customer satisfaction surveys, conducted through interviews with customers and travellers to find out satisfaction levels on the quality of mobility services offered by Group companies. Annual security sentiment surveys are also conducted, which are aimed at analysing the variables that affect the perception of travel as an experience in terms of safety, through interviews with travellers at the station. Surveys on Passenger and Freight Railway Companies and Studies on Stations have also been conducted with the aim of gaining detailed knowledge of the travel behaviours and demands of travellers and visitors in some specific local areas, in order to direct and size in the most appropriate way the redevelopment of spaces and services offered to the public in stations. Other types of surveys concern those of brand reputation, to improve public perception and strengthen its image. For example, focus groups have been organised to evaluate and improve service on board trains. Furthermore, building on the campaign launched in 2024, a comprehensive integrated communication plan was implemented in 2025 to support the numerous construction sites across the country, and in line with the deadlines of the NRRP, with the aim of informing stakeholders about the network modernisation process.

47. For more information, please refer to the paragraph on Board committees in the Report on Corporate Governance and Ownership Structure.

122

Ferrovie dello Stato Italiane Group

Stakeholder category

Modes of engagement to guide strategy

FINANCIAL COMMUNITY

As part of its initiatives to engage the financial community, the FS Group publishes dedicated investor presentations in which the Group’s key economic and financial performance indicators and financial strategy are explained. Also recurring is the publication of investor relations economic and financial press releases providing key information of interest to financial stakeholders and investors. FS also participates in meetings with investors and roadshows, which are events where the FS Group’s financial results, future strategies, and development projects are presented. The meetings offer investors the opportunity to also interact directly with FS Group management, explore issues of interest, and discuss the company’s future prospects while maintaining an open and ongoing dialogue aimed at building trusting relationships and attracting new investors. Engagement initiatives with ESG rating agencies, on the other hand, are useful in assessing and improving the company’s sustainability performance. This engagement takes place mainly through responses to ESG questionnaires sent to FS by the rating agencies.

SCIENTIFIC COMMUNITY

The FS Group organises periodic presentations and publications with scientific content, which explore topics related to the transport and mobility sector from technical, environmental, economic, planning and modelling perspectives, taking into consideration the interaction with cutting-edge technologies. Publications are often written in collaboration with universities and research organizations, institutions and public and private parties, both national and international.

BODIES AND INSTITUTIONS

During 2025, the FS Group continued its structured and ongoing dialogue with national and local bodies and institutions as a means of supporting its sustainability strategy, and strengthening its governance model while also building on institutional partnerships established in previous years, which have fostered engagement and employer branding activities and initiatives, and opportunities for dialogue aimed at keeping public stakeholders informed about the Group’s strategic priorities. Opportunities for institutional collaboration and dialogue were developed through a variety of tools: thematic and multi-stakeholder roundtables, project presentations, and institutional protocols. Among these, new collaboration agreements were signed to work on strengthening the security and resilience of strategic infrastructure (Protocol signed with the Italian Civil Aviation Authority and the Civil Defence Department), promoting the rule of law (Memorandum of understanding signed with the Carabinieri corps), transparency and the integrity of processes, including with regard to procurement management, and to contribute to the management of impacts, risks, and opportunities associated with the Group’s activities. Throughout the year, the company also organised roundtable discussions with institutional stakeholders to share the strategic guidelines of the 2025–2029 Strategic Plan, and the results of the first year of implementation, as well as numerous meetings aimed at discussing strategic projects with a significant local impact, thereby strengthening a dialogue focused on creating shared value, and ensuring long-term sustainability.

ECONOMIC OPERATORS/ SUPPLIERS

FS Group supplier engagement is mainly through contract documents, which include signing the Group Code of Ethics, as well as standard clauses on labour, social security, occupational health and safety, and compliance with rules. In addition, the Group Purchasing Portal is a reference point for economic operators and suppliers in terms of ease of access to the market, clarity of requirements, a level playing field, confidentiality and reliability of results. Through its use, it is possible to rationalise purchasing, aggregate demand, control processes, and standardise purchasing procedures, as well as enable the elimination of paper documents. The FS Group makes use of economic operator Qualification Systems for certain product categories within the scope of supplies, works, and services. Qualification subsystems are established for those product categories subject to particular scrutiny due to their strategic importance, level of competitiveness, and procurement volumes. Within the framework of the Qualification Systems and through contractual documentation, economic operators and suppliers are invited to participate in the ESG performance assessment campaign, through an IT platform developed by FS Italiane, aimed at assigning an “ESG Rating”, which measures their level of maturity regarding the management of sustainability issues. Finally, suppliers are involved in periodic meetings with contract managers and are subject to targeted audits aimed at assessing their performance in the areas of quality, environment and health and safety.

MEDIA

The Group periodically conducts relational activities with national, regional, local and international media, as well as with online newspapers, websites and blogs. The media are involved by the FS Group at, for example, events such as press conferences, inaugurations of new infrastructure, fairs, and workshops. These events provide an opportunity to directly present company news, answer journalists’ questions, and create an open dialogue. These engagement methods enable the FS Group to maintain transparent and continuous communication with the media, thus strengthening its image and ensuring effective dissemination of information.

CIVIL SOCIETY ORGANISATIONS

Each year, the Group promotes numerous initiatives focused on information, consultation, dialogue, and partnership aimed at various Civil Society Organisations. The Group, which is already a member of WEC (World Energy Council) Italy, participates in the activities of the following associations: Confindustria and its Local branches, Agens, Federtrasporto, Federturismo, Assonime, Accredia, Anima per il Sociale, FIRE - Italian Federation for the Rational Use of Energy, and the Carbon Disclosure Project (CDP). At the European level, it works in coordination with the Community of European Railway and Infrastructure Companies (CER), which represents the sector’s interests before the main European institutions (Commission, Parliament, and Council), and fosters dialogue between enterprises and decision-making bodies; it participates in specific working groups within the International Union of Railways (UIC) and the European Railway Agency (ERA). The FS Group also collaborates with the following organisations: ASVIS, UN Global Compact, Global Reporting Initiative, Foundation for Sustainable Development, Legambiente, Railsponsible, Kyoto Club, Association for Sustainable Infrastructure, AGICI, Consumer’s Forum, Corporate Forum on Sustainable Finance, Return Foundation, and CN MOST Foundation. Coordination meetings are also organised between the companies in the FS Group – RFI and Trenitalia, and Consumer Associations accredited by the National Council of Consumers and Users (CNCU) of the Ministry of Enterprises and Made in Italy, in addition to open dialogue with Associations for people with disabilities, interministerial bodies, and other Institutions. Furthermore, in the discussion and design of major works, stakeholder engagement initiatives are promoted in order to ensure maximum inclusion of all stakeholders. These engagement initiatives are aimed at managing more effectively the relationship with interested citizens, associations and local bodies, making them participate in the significance of the interventions to be carried out and involving them from the earliest stages, with a view to achieving the “right project” and creating a participatory ecosystem.

Directors‘ report

123

Categoria Stakeholder

Modes of engagement to guide strategy

MARKET PLAYERS

The FS Group periodically participates in conferences with industry associations, where it collaborates with market players (such as, for example, business partners and competitors) to promote sustainable mobility. The Group is also involved with other market players in meetings and working groups to discuss strategies and innovations in the transport sector, and in international industry trade fair events, such as InnoTrans in Berlin, to present its innovations and forge new partnerships.

HUMAN RESOURCES

The FS Group is committed to listening to and involving its employees through various communication initiatives and tools, such as, for example: • satisfaction surveys to gather feedback on various issues related to work, corporate well-being, and welfare measures. For example, satisfaction surveys on welfare measures and services aim to improve the company Welfare Plan and develop shared initiatives in line with the needs of the Group’s people. This engagement process allows employees to feel that they are an integral part of the company’s strategy and actively contribute to the achievement of goals and objectives. Employees are also involved in promoting sustainable mobility through the “Mobility Manager: Home-Work Commute” survey, gathering valuable information to improve daily commuting patterns; • digital systems such as, for example, the company intranet (we) and the internal communication platform (wewatch), which uses video content to make information more accessible and immediate, promoting interaction and involvement; • meetings and information and training sessions to share the Group’s strategic goals and major initiatives. During 2025, work continued on the involvement of Group employees through the “Welfare on the Rail” project, which offers opportunities to meet and listen at most populous plants in Italy.

TRADE UNIONS

Business decisions and activities are directed by the workforce through the involvement of union representatives, through which the company gathers information and indications regarding workers’ needs and expectations. In particular, on the basis of the Industrial Relations System adopted by the companies, such engagement takes place at the national and local levels, involving authorised union representatives such as the National Secretariats, Local Secretariats, and unitary and company Trade Union Representatives. At the company level, monthly meetings are held with trade unions on various issues, including occupational health and safety, personnel management, and working environments and conditions. With regard to agreements between the company and workers’ representatives, formal agreements are in force in the Group with Trade Unions, which aim to promote actions to foster the development of a culture of safety and prevention among workers, through the timely refresher of employee training, including as a result of the introduction of new equipment or new technologies.

ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks, and opportunities The FS Group conducts the double materiality analysis in accordance with ESRS and the “IG 1: Materiality Assessment Implementation Guidance.” In particular, in order to comply with the requirements of regulations and standards, this process took into consideration the companies included in the scope of consolidation on a line-by-line basis. In addition, the analysis covered not only the company’s own activities, but also the full range of activities, resources and relationships related to the company’s business model and the external environment in which it operates: thus, this was an inclusive analysis of the Group’s value chain, as required by ESRS 1 General Requirements. The Business model and strategy section provides the information required to understand the main characteristics of the value chain, both upstream and downstream. The process is structured according to the following steps: • understanding of the internal and external environment, including analysis of regulations and peer and competitor disclosures, with specific regard to double materiality analysis and stakeholder mapping and engagement. Specifically, the context analysis included: o mapping and prioritisation activities of the FS Group’s stakeholders (in accordance with authoritative standards on the subject, such as AA1000SES), in order to identify the materiality of each category and the best method of engagement; each company assessed its 124

Ferrovie dello Stato Italiane Group

stakeholders in terms of dependence, influence, and urgency, thereby obtaining a priority value: this process enabled consistent and targeted engagement; o analysis of benchmarks and the Group’s processes preparatory to the identification of topics, subtopics and sub-sub-topics applicable to the Group’s reality, and to the possible recognition of entityspecific issues not included in in the list provided by EFRAG within ESRS 1 - AR16; o mapping of the Group’s value chain with identification of its stages and the main parties involved in each of them; • identification of the impacts, risks and opportunities actually applicable to the various companies of the Group, also through the involvement of in-house experts. With regard to impact materiality, the long list established in the previous financial year was confirmed for 2025. With regard to financial materiality, the categories of potentially relevant sustainability risks and opportunities were updated; • assessment and determination of material impacts, risks and opportunities, through the involvement of experts in the organisations of the various companies (technical matter and financial matter experts). With regard to impacts alone, it was not deemed necessary to repeat the assessment activities; therefore, the assessments conducted in 2024 by companies within the consolidated scope and by third-party experts representing various stakeholder groups (the Scientific community, Bodies and institutions, and Civil society organisations) were used;

• reporting of the results and appropriate elements required by standards and regulations. With regard to the assessment stage, the materiality of impacts is determined by considering the dimensions of “severity” and “likelihood.” The severity dimension consists of the following parameters: • scale: how severe the effects of the negative impact are or how many benefits the positive impact generates for people or the environment; • scope: how widespread the impact is; • irremediable character: whether and how difficult it is to remedy the damage produced by the impact (a parameter applicable to negative impacts only). In addition, for each negative impact, the potential occurrence of violations of human rights is assessed; in such cases, severity takes precedence over likelihood in that case, as outlined in the ESRS. For external stakeholders, only one severity assessment was required, including the three sub-parameters mentioned above, in order to make the activity easier for the profiles involved. In relation, on the other hand, to risks and opportunities, the assessment was based on: • probability: frequency with which the event (risk or opportunity) with financial effect may occur; • anticipated financial effect: potential magnitude of the effects related to the occurrence of the event (risk or opportunity), measured in the short-, medium- or long-term, consistent with the strategic and industrial planning time horizon. The anticipated financial effects resulting from the occurrence of a risk or opportunity event were assessed by considering three economic-financial KPIs, through qualitative and quantitative thresholds: o economic performance and business development (EBITDA); o financial position (NIC); o cash flows (NFP). For both dimensions of double materiality, the parameters were evaluated according to qualitative and quantitative scales (whose values range from 1 to 5) and the contributions of the various companies involved were aggregated through the use of weights derived from business indicators (final number of employees, turnover and balance sheet assets), to obtain impact materiality (impacts) and financial materiality (risks and opportunities) values. This aggregation made it possible to define a ranking of sustainability issues and related impacts, risks and opportunities at the consolidated Group level. Subsequently, materiality thresholds were applied to identify IROs and related topics and sub-topics relevant to the Group: for impacts, a threshold was set at 3, based on the distribution, mean and median of the scores; risks

and opportunities were clustered into 4 classes (LOW, MEDIUM-LOW, MEDIUM-HIGH, HIGH) and those falling at least in the MEDIUM-LOW range were identified as being material. As in the previous financial year, all ESRS topics were deemed material at the Group level. There were some changes in the materiality of specific sub-topics. In particular, compared to 2024, the following sub-topics were not deemed material: (pollution) pollution of living organisms and food resources, substances of concern, substances of very high concern, light pollution, (workers in the value chain) equal treatment and opportunities for all, (affected communities) external caring initiatives, social innovation initiatives, cultural, social, and artistic promotion initiatives, and corporate volunteering. For any information regarding the decision-making process and related internal control procedures in relation to the consolidated sustainability report, please refer to the paragraph on Internal Control and Risk Management System of the Report on Corporate Governance and Ownership Structure. The FS Group pays special attention to risk management in business processes. For this purpose, it has defined methodologies, taxonomies and metrics adopted homogeneously by all the Group companies, and developed modes of analysis functional to the different contexts of application. As part of consolidated sustainability reporting, a specific activity was developed in identifying and assessing financial risks and opportunities (financial materiality), which forms an integral part of the double materiality process. The double materiality analysis is a pivotal element for the Group’s entire strategy since it is one of its initial moments from which the entire strategic process takes its cue, and thus useful for understanding the priority areas of intervention for the organisation’s strategic choices. In addition, opportunities are also identified and evaluated taking into account the planning guidelines in relation to sustainability issues, which are part of the Group’s overall management process. In relation to the resilience of the Group’s strategy and business model with regard to the ability to deal with material impacts and risks and to take advantage of material opportunities, please refer to the paragraph on Risk Management, and the specific section within the paragraph on ESRS E1 - Climate Change, where reference is made to the specific resilience analysis for climate change, which is among the most material sustainability topics.

Directors‘ report

125

ESRS 2 IRO-2 - Disclosure requirements in ESRS covered by the undertaking’s sustainability statement Below are the topics and related sub-topics found to be material within the scope of the Group’s “double materiality” process: Entity-specific topics ESRS Topic

Sub-Topic

Sub-sub-Topic

ESRS E1 Climate Change

Climate change adaptation

Climate change mitigation

Energy

ESRS E2 Pollution

Pollution of soil

ESRS E3 Water and marine resources

Water

Physical agent pollution (noise and vibration)

Water consumption Water withdrawal Water discharges Water discharges into oceans

ESRS E4 Biodiversity and ecosystems

Direct impact drivers of biodiversity loss

Climate change Land-use, freshwater-use and sea-use change Direct exploitation Pollution Others

Impact on the state of species

Impacts and dependencies on ecosystem services

Examples: - Species population size - Species global extinction risk Examples: - Land degradation - Desertification - Soil sealing -

Resource inflows including the use of resources

Waste

Working conditions

Secure employment

Impacts on the extent and condition of ecosystems

ESRS E5 Circular economy ESRS S1 Own workforce

Working hours Adequate wages Social dialogue Freedom of association, the existence of works councils and the information, consultation and participation rights of workers Collective bargaining, including the rate of the undertaking’s workforce covered by collective agreements Work-life balance Health and safety Equal treatment and opportunities for all

Gender equality and equal pay for work of equal value Training and skills development Employment and inclusion of persons with disabilities Measures against violence and harassment in the workplace Diversity

Other work-related rights

Adequate housing Privacy

126

Ferrovie dello Stato Italiane Group

Tematiche Entity specific ESRS Topic

Sub-Topic

Sub-sub-Topic

ESRS S2 Workers in the value chain

Working conditions

Secure employment Working hours Adequate wages Social dialogue Freedom of association, including the existence of works councils Collective bargaining Work-life balance Health and safety

Other work-related rights

Child labour Forced labour Adequate housing Water and sanitation

ESRS S3 Affected communities

Communities’ economic, social and cultural rights

Land-related impacts

Communities’ civil and political rights

Freedom of expression -

Social cohesion ESRS S4 Consumers and end-users

Information-related impacts for consumers and/or endusers

Privacy Freedom of expression Access to (quality) information

Social inclusion of consumers and/or end-users

Non-discrimination Access to products and services Responsible business practices

Personal safety of consumers and/or end-users

Health and safety Security of a person Protection of children

ESRS G1 Business conduct

Service quality

Corporate culture

Protection of whistle-blowers

Political influence and lobbying activities

Corruption or bribery

Prevention and detection, including training Incidents

Management of relationships with suppliers, including payment practices

ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model The tables below provide a representation of the material IROs at ESRS sub-topic level, with a description of where they are concentrated (own operations and/ or value chain), their prevailing character (positive/ negative), their actuality or potential, and the relevant time horizon. For further information regarding material impacts, risks, and opportunities for the FS Group, please refer to the corresponding thematic ESRS.

Climate change (ESRS E1) Climate change mitigation The transport sector can play a decisive role in combating climate change through the adoption of mitigation actions, that is, actions that reduce or prevent greenhouse gas emissions. Indeed, the current mobility system accounts for about a quarter of Europe’s greenhouse gas emissions, and the expected increase in demand is likely to increase its carbon footprint. Different mobility choices in daily routines toward environmentally friendly means of transport enable Directors‘ report

127

reductions on emission volumes, as well as bringing improvements in traffic, safety and pollution. In this context, several potential challenges are emerging for the FS Group which could affect the effectiveness of mitigation strategies, and the ability to respond to climate challenges. In particular, the complexity involved in defining and applying contractual clauses consistent with environmental objectives can create difficulties in relations with partners and contractors, slowing down the implementation of planned measures. This is compounded by potential critical issues in defining, implementing, and updating adaptation and transition plans, which require ongoing alignment with regulatory, technological, and climate scenario developments. Additional risks relate to the ability to promptly adapt the commercial offering - in terms of products, services, and pricing policies - to new sustainability requirements and customer expectations. Finally, heavy reliance on

key suppliers or contractors may expose the Group to operational and reputational risks should these parties be unable to ensure adequate environmental standards or continuity of supply. However, the transition to a lowemissions model also creates opportunities. In the legal and policy spheres, the FS Group could benefit from new sources of public funding and strengthen its leading role in transport decarbonisation. In the market arena, opportunities arise to expand low-emission transport offerings by developing new partnerships and innovative services. On the technological side, investment in more sustainable resources and the design of green solutions (climate proof) may improve operational energy efficiency. Finally, on the reputational side, changing customer preferences toward climate-neutral transport solutions could generate new revenues, giving the Group an opportunity to improve its market position.

Material IROs

Concentration

Time Horizon

Upstream

Own operations

Downstream

Indirect impacts on climate change caused by emissions that occur in the value chain

Impacts on climate change related to the Group’s mobility services

Impacts

Risks48 x

Critical issues in defining or applying contractual clauses Critical issues in defining, implementing and updating adaptation or transition plans

Critical issues in defining, implementing and updating commercial offerings (products, services, pricing)

x x

Dependence on key customer/partner Opportunities

Expansion of offerings through partnerships x

Climate-proof design, implementation and development activities

positive

actual

potential

Active, leadership and advocacy role negative

Time Horizon:

Short-term;

Medium-term;

Long-term.

48. For a more comprehensive discussion of the transition risks associated with low-carbon economy, please refer to the dedicated section under E1 - Climate Change.

128

Ferrovie dello Stato Italiane Group

Climate change adaptation In parallel with mitigation, it is critical to address the challenge of adaptation. Climate change is already underway, and although global efforts are focused on reducing emissions, infrastructure, transport systems and urban areas need to be prepared to cope with increasingly frequent and intense extreme weather events such as floods, landslides, heat waves etc. In particular, the Italian rail and road system must be made resilient to meet these challenges. In addition to the physical risks and direct impacts of extreme weather events (e.g., heavy rainfall) and chronic changes (e.g. sea level rise), the Group’s businesses are also exposed to significant effects related to the transition to climate resilience; think, for example, of the sudden changes in regulations and guidelines on the design of climateresilient assets, which could entail organisational and financial costs for adaptation to them, even in a context of inflation and rising prices for raw materials and services. Additional risks may arise from critical issues in stakeholder relations if there is not full alignment with regulatory developments and priorities regarding adaptation to climate change, potentially leading to delays in project completion and resulting cost increases. This context also includes potential challenges in defining and developing urban regeneration initiatives related to the Group’s assets, as well as difficulties in scouting, defining, developing, and implementing or updating innovative solutions capable of effectively addressing new resilience requirements. Added to this are risks related to dependence on key customers, and strategic infrastructure or resources, as well as the inadequate performance of suppliers or contractors, which could affect the quality, completion timelines, and overall sustainability of the projects. In promoting a more sustainable and resilient transport system, it is crucial to invest in climate change adaptation, both through strengthening and modernising the existing rail and road infrastructures to protect them from the impacts of extreme weather events and chronic changes that can damage the network and lead to service disruptions, and through activities to design, implement, and develop “climate proof” assets that enable the optimisation of the safety and reliability of the Group’s mobility services. In this context, the adoption of a structured system for damage prevention (such as early

warning systems and predictive maintenance) presents an opportunity to significantly reduce the vulnerability of infrastructure to climate impacts. The deployment of new “disruptive” technologies can also contribute in terms of opportunities to strengthen the adaptive capacity of mobility systems with respect to the consequences of climate change and land fragility (e.g., technologies for rail and road monitoring and development of forecasting platforms for the analysis and management of weatherclimate impacts), for more timely and cost-effective management of the consequences of the manifestation of climate hazards. Additional opportunities may arise from bringing critical suppliers or contractors in-house, with the aim of reducing third-party dependencies and increasing control over strategic capabilities, quality, and operational performance. The evolving needs and preferences of customers for safer and more resilient services can create new market opportunities, while also facilitating entry into new segments related to climate resilience. Expanding the product and service offering through partnerships with technology, industrial, and local stakeholders can further accelerate the development of resilient and innovative solutions. Active participation in local systems focused on climate adaptation strengthens coordination with institutions, local entities, and civil defence agencies, contributing to integrated risk management. At the same time, the Group can take on an active leadership, advocacy, and guidance role with institutional and local stakeholders, contributing to the definition of standards, policies, and best practices regarding climate adaptation and resilience. Investing in measures, solutions, and tools aimed at climate change adaptation also allows the organisation to have a greater chance of accessing new public funds to financially support the actions themselves (e.g., funds under NRRP, SUMP [Sustainable Urban Mobility Plan], and SUGP [Sustainable Urban Logistics Plan], as forms of public grants in order to make owned assets close to urban centers more sustainable), positively impacting the cash flows of the companies supporting the projects. In this sense, regulatory changes can represent not only a risk but also an opportunity to access new forms of funding, and accelerate the adoption of more resilient standards.

Directors‘ report

129

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts Impacts on reliability and continuity of service related to means and mobility services

Impacts on territorial continuity

Impacts on reliability and continuity of service linked to infrastructures

x x

Risks

Unfavourable or delayed acts or measures

Changes in legislation, regulations and standards

Critical issues in defining or developing of urban regeneration initiatives

Critical issues in defining, implementing and updating adaptation or transition plans

Critical issues in relations with stakeholders Critical issues in scouting, defining, developing, implementing, or updating innovative solutions

Reliance on a key customer

Unavailability of rail or road infrastructure

x x

Extreme weather and climate events

Critical issues in access to public grants or funds

Inadequate performance of suppliers or contractors Inadequacy or obsolescence of infrastructure, technological tools, or digital applications

Chronic climate changes

x x

Inflationary scenario and price increases Opportunities Adoption of a damage prevention system

Expansion of offerings through partnerships

Climate-proof design, implementation and development activities

Changes in customer habits, needs and preferences

Changes in legislation/regulations/standards

Entry into new markets

Insourcing of critical suppliers or contractors

New forms of public grants and funds

Participation in territorial systems

Rapid diffusion of “disruptive” technological and digital innovations

Active, leadership and advocacy role

Scale up of existing businesses and best practices

Scouting, design, development and implementation of innovative solutions

Replacement of existing products and services with options with lower impact on environmental resources

negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Long-term.

49. For a more comprehensive discussion of physical and transition risks associated with climate resilience, please refer to the dedicated section under E1 Climate Change.

130

Ferrovie dello Stato Italiane Group

Energy In terms of energy consumption and emissions, rail transport makes a significant contribution to reducing the climate change impacts associated with the Group’s energy consumption. Electrified rail transport, in fact, is significantly more efficient than road transport, and benefits from a national energy mix that is progressively decarbonising, with a growing share of renewable sources. As the largest consumer of electricity in Italy, energy efficiency is a priority strategic lever for the FS Group to: • reduce climate impacts and operating costs, thereby strengthening competitiveness; • accelerate the transition to a sustainable business model based on decarbonisation, electrification, and the use of renewable energy sources; • strengthen economic and financial resilience by mitigating exposure to risks associated with energy transition, and regulatory and market volatility. In this context, in fact, changes in the legal, regulatory, or environmental standards framework - which are becoming increasingly stringent (for example, regarding limits on greenhouse gas emissions) -, as well as the adoption of unfavourable or belatedly issued acts or measures, could generate operational uncertainty, and result in significant economic impacts. Further challenges may arise in the definition, implementation, or updating of adaptation or transition plans, particularly regarding complex, high-carbon infrastructure projects subject to potential changes during construction. Added to this are risks related to the inadequate performance of suppliers or contractors, and an inflationary environment characterised by rising prices for energy, raw materials, and services, with potentially

adverse effects on operating costs and investments. From a market perspective, the main risks also include economic dependence on customers and partners with high energy consumption, as well as a potential intensification of competition, with operators capable of developing more competitive and environmentally sound commercial policies. In this context, the Group may find itself competing not only on price, but also on its ability to offer mobility solutions with lower emissions and better aligned with the sustainability expectations of customers and institutions. At the same time, the energy and climate transition presents significant opportunities. The adoption of structured systems for damage prevention and the management of climate and energy risks can help reduce exposure to adverse events and improve the Group’s overall resilience. Expanding the offering through strategic partnerships and diversifying critical suppliers or contractors represent further levers for strengthening operational continuity, increasing flexibility, and mitigating dependency risks. Furthermore, the development and implementation of innovative solutions - through the scouting, design, and testing of new technologies and operational models - can help improve energy and environmental performance while generating competitive advantages. The regulatory and policy framework also offers opportunities related to access to new forms of public grants and funds to support investments in sustainability and decarbonisation. Within this context, the FS Group can ultimately strengthen its active leadership and advocacy role, contributing to the evolution of sector policies and the promotion of advanced standards and practices for increasingly sustainable mobility.

Directors‘ report

131

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts Direct impacts on climate change caused by consumed energy in the performance of the Group’s activities Risks Unfavourable or delayed acts/measures

Changes in legislation/regulations/standards

Critical issues in defining, implementing and updating adaptation or transition plans

Inadequate performance of suppliers or contractors

Inflationary scenario and price increases

Opportunities Adoption of a damage prevention system

Expansion of offerings through partnerships

Diversification of critical suppliers or contractors

New forms of grants and public funds

x x

Active, leadership and advocacy role

Scouting, design, development and implementation of innovative solutions negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Pollution (ESRS E2) Pollution of soil The Group is committed to monitoring and managing the pollution of soil, which it recognises as a material topic in relation to its operational and infrastructure activities. Pollution of soil is primarily associated with long-term industrial operations, traffic, and the use of chemicals, and in the environment in which the Group operates, it can result from fuel spills, spillage of oils and other fluids used in the maintenance of vehicles and infrastructure, as well as from the construction and maintenance of transport infrastructure, which can lead to the release of pollutants into the soil. In terms of impact, the effects of pollution on soil condition can result in alterations to the soil’s chemical and physical properties, and the need for remediation or restoration, with potential environmental, operational, and economic consequences. With regard to risks, the

132

Ferrovie dello Stato Italiane Group

Long-term.

Group is exposed to unfavourable or delayed acts or measures by the competent environmental authorities, as well as to changes in legislation, regulations, or reference standards. Such events may lead to litigation, penalties, and additional safety or remediation obligations, as well as the need for new investments to adapt assets, operational processes, and control systems, with impacts on costs, financial requirements, and on the planning and continuity of operations, particularly at sites with environmental liabilities or those undergoing redevelopment and regeneration. The Group addresses these impacts and risks through an approach focused on forecasting, monitoring, and mitigation, in compliance with current environmental regulations and in accordance with the precautionary principle, integrating soil pollution management into both day-to-day operations and medium- to long-term strategies.

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts Impacts on soil condition related to pollution Risks x

Unfavourable or delayed acts/measures x

Changes in legislation/regulations/standards negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Pollution from physical agents (noise and vibration) – entity-specific The Group is committed to managing pollution caused by physical agents, particularly noise and vibration, which are common issues in the railway and road sectors. The passage of trains and motor vehicles can indeed have significant environmental impacts, especially in urban and residential areas. In the case of rail transport, noise is primarily attributable to the noise of the engine operating at low speeds, the rolling of wheels on tracks, aerodynamic effects at medium and high speeds, and braking systems. Vibration, similarly, can propagate through the ground and building structures, causing disturbance to people and potential damage to property. In terms of opportunities, managing pollution from physical agents enables the Group to carry out the scouting, design, development, and implementation of innovative solutions, particularly in the area of noise barriers built according to environmental sustainability criteria or integrated with additional features (such as PV systems, green elements, safety devices, or catalytic materials). These solutions are increasingly supported by noise and vibration measurement and monitoring systems on the tracks and in depots, which enable the design of interventions targeted at the source, reducing the intensity of emissions and the need for extensive mitigation works. The development and adoption of these solutions can benefit from new forms of public grants and funds, contributing to reduced

Long-term.

environmental impact, improved local acceptance of infrastructure, and lower mitigation costs in the medium to long term. At the same time, the Group is exposed to operational, environmental, and legal risks related to noise and vibration management, which, in the context of its works and services, may result in administrative penalties, binding orders, or legal disputes if noise and vibration levels do not comply with applicable regulations or give rise to formal complaints from the relevant authorities and/ or the public. Such situations may lead to delays in project execution, unplanned corrective actions, claims for damages, and further adverse impacts on costs, timelines, and operational continuity. An additional risk is posed by damage to the natural environment, potentially leading to the degradation or alteration of local ecosystems, which may also result in sanctions or litigation. Prolonged exposure to high levels of noise and vibration can, in fact, affect habitats and wildlife, particularly in sensitive or protected areas, increasing the risk of restrictive or compensatory measures by environmental authorities. The Group addresses these opportunities and risks through a structured approach based on planning, preliminary assessments, ongoing monitoring, and the adoption of technical and organisational measures aimed at reducing noise and vibration emissions, in compliance with applicable regulations and the principles of environmental protection and social responsibility.

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Risks x

Critical issues in implementation

Contaminated, damaged natural environment, or ecosystem collapse Opportunities Scouting, design, development and implementation of innovative solutions negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Long-term.

Directors‘ report

133

Water and marine resources (ESRS E3) Water The proper management of water resources has always played an absolutely important role in the way the Group conducts its business, with an awareness of their value and the risks that can result from their impairment, in terms of both quality and availability. The Group’s widespread presence at local level, including many areas facing water stress, requires particular attention to water management, which is crucial to the Group’s performance of operations, particularly in the Infrastructure and Passenger Transport sectors. Within the latter, water is used for manufacturing, technological processes and sanitation purposes in order to provide suitable working conditions for employees and workers, and ensure the quality of service delivered to customers, including the sanitisation and cleanliness of trains and stations, and the availability of water for essential services. The protection of water resources is also a fundamental prerequisite in the development of new infrastructure. In fact, analyses aimed at protecting surface and groundwater during the construction and operation phases are conducted from the earliest stages of design, with the goal of identifying potential impacts and defining the necessary mitigation measures. The FS Group also considers it essential to manage the water resource in an efficient manner, including in order to meet the challenges associated with climate change in advance. On the one hand, water scarcity could limit the availability of a resource essential to the processes underpinning the Group’s operations; on the other hand, hydrological phenomena linked to heavy rainfall and high temperatures could cause damage to infrastructure, including tracks, roads, stations, and facilities, compromising service continuity and giving rise to an increase in operating and maintenance costs. Anticipating such scenarios can help prevent or mitigate the risks of water crises,

134

Ferrovie dello Stato Italiane Group

and risks related to infrastructure vulnerabilities, including those arising from a complex water network that is difficult to monitor; if not properly managed, these risks could have significant consequences for the Group’s operations, process quality, and environmental performance. Added to these risks is the possibility of litigation or non-compliance by public service providers - water utilities, which are often the sole providers in local areas - with potential repercussions on operational continuity, service quality, and the Group’s reputation. The use of water for industrial purposes by Group companies requires ongoing monitoring of risks associated with changes in legislation, regulations, or standards, with specific regard to the management of water discharge quality - especially in water-stressed areas where the receptive capacity of water bodies could be compromised - with consequent potential penalties and costs for corrective actions or investments necessary for the development and updating of new wastewater treatment solutions. Furthermore, the Group’s operations are largely conducted through contracts for the construction of works and projects, the activities of which may have a significant impact on water resources (one thinks, for example, of excavation engineering techniques). In this context, the Group can take on a leadership and advocacy role in raising awareness and actively engaging stakeholders (such as District Basin Authorities) and in identifying innovative technological and managerial solutions aimed at optimising water use and recovering/reusing the resource, including monitoring tools capable of promptly detecting leaks, consumption anomalies, and critical issues. Investing in sustainable practices and innovative technologies can, in fact, reduce risks associated with water scarcity and losses while simultaneously offering opportunities to reduce operating costs, increase asset value, and, in general, improve efficiency.

Material IROs

Concentration Upstream

Own operations

Impacts on ecosystem functioning related to the release of water discharges

Impacts on the volume of water resources available for human or ecological use

Time Horizon

Downstream

Impacts

Risks x

Contaminated, damaged natural environment or ecosystem collapse x

Changes in legislation/regulations/standards Critical issues in scouting, definition, development implementation or updating of innovative solutions

x x

Dependence on critical suppliers or contractors Inadequacy or obsolescence of infrastructure, technological tools or digital applications

Opportunities x

Rapid diffusion of "disruptive" technological and digital innovations Active, leadership and advocacy role

Scouting, design, development and implementation of innovative solutions

negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Biodiversity and ecosystems (ESRS E4) Factors directly contributing to biodiversity loss and impacts on the conservation status of species Activities related to the development and operation of infrastructure can generate impacts that contribute to biodiversity loss, affecting the conservation status of species while increasingly intense external pressures driven in particular by climate change, pollution, and land use or conversion - exacerbate the ecological challenges already present in local areas traversed by infrastructure projects. Recognising these potential effects, the Group plans, from the earliest stages of infrastructure study and design through to operation and maintenance, solutions aimed at avoiding or minimising impacts on areas sensitive

Long-term.

in terms of biodiversity, identifying potential risks, and - in the event of any interference - identifying and implementing mitigation and compensation measures while also ensuring full compliance with the assessment procedures required by sector regulations. The protection of biodiversity and ecosystems is, in fact, a requirement under the law and related authorisation procedures for obtaining permits, operating within protected areas, or accessing dedicated funding sources, with potential challenges arising from any delays in the approval process. These commitments, now fully integrated into the decisionmaking processes for planning and implementing investments, help ensure more responsible development that is consistent with the protection of the areas involved.

Material IROs

Concentration Upstream

Time Horizon

Own operations

Downstream

Risks Critical issues in implementation negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Long-term.

Directors‘ report

135

Impacts on the extent and condition of ecosystems, and impacts and dependencies in terms of ecosystem services The Group’s commitment to issues related to the protection of biodiversity and ecosystems is reflected, in particular, in the management of the impacts and risks associated with infrastructure development. Due to their linear nature and extensive local footprint, these impacts can arise both during the construction phases - through land use, earthworks, noise and light pollution -, as well as through the permanent presence of the infrastructure, with habitat fragmentation and barrier effects that affect ecological continuity and the dynamics of animal and plant populations, especially in areas sensitive from a biodiversity perspective. These potential impacts may lead to challenges related to the implementation of investments, such as delays in the authorisation process, the need for design modifications, and increased costs of construction and mitigation measures. To limit

impacts and preserve essential ecosystem services such as water purification, pollination, habitat continuity, hydrogeological protection, and climate regulation - the Group adopts targeted solutions, including the provision of ecological corridors or the reuse of excavated soil, thereby reducing pressure on ecosystems and maintaining the functionality of the natural services on which infrastructure also depends (hydrogeological protection, soil stability, climate change resilience). Among the initiatives in which the Group plays an active role in this area is the LIFE PolliNetwork project, co-funded by the European Union and involving infrastructure operators, universities, and scientific institutions. The project aims to create a national network of habitats along infrastructure such as railways, roads, and power stations, transforming them into ecological corridors capable of supporting pollinators and strengthening the ecological functionality of territories.

Material IROs

Concentration Upstream

Own operations

Impacts on the biological production capacity of the soil that can also lead to desert conditions

Impacts on soil permeability that inhibit the soil’s ability to exert its vital functions

Time Horizon

Downstream

Impacts

Risks x

Critical issues in implementation negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Resource use and circular economy (ESRS E5) Inflows of resources, including the use of resources The circular economy model overcomes the current paradigm of the linear economy, enabling more efficient management of natural resources, extending the life cycle of materials used in line with the R hierarchy - from “refuse” to “recover” - and minimising the production of waste. Promoting circular practices also positively affects the Group’s carbon footprint, offering the opportunity to capture preferences of customers, who are increasingly concerned about the environmental sustainability of products and services. Furthermore, the need to introduce circular solutions stimulates innovation – for example, in research of new design practices (e.g. ecodesign), sustainable materials, technology development – while also fostering the creation of research partnerships and offering the Group the opportunity to stand out and establish itself in new markets. This approach is critical for a company that operates large infrastructure and means of transport, where efficiency in 136

Ferrovie dello Stato Italiane Group

Long-term.

management of materials and assets is crucial. Furthermore, European and international regulations are increasingly promoting circular economic models, requiring rapid adjustments to technical specifications, materials, and processes - with potential costs associated with replacing and disposing of non-compliant materials, as well as possible delays in project execution in the event of unfavourable measures or delayed approvals. Moreover, these adjustments are often prerequisites for accessing new forms of dedicated public grants and funds. The integration of circular practices into daily operations cannot be achieved without the active involvement of supply chain participants, an area in which the Group is committed to creating a shared path aimed at improving environmental and social performance. This commitment, which translates into the integration of circularity criteria starting from the phase of defining needs and procurement strategies, faces a complex scenario characterised by inflationary pressures and price volatility, particularly for raw materials, and by the fragility of the supply chain

house to safeguard supply continuity and mitigate risks associated with supply chain disruptions, with positive effects on costs, lead times, and the resilience of the business model. In addition, Group companies are conducting in-depth analyses of “critical raw materials” with the aim of reducing exposure to risks associated with potential supply chain disruptions.

(critical issues in sourcing materials, dependence on high-performance components supplied by a few players, and limited available alternatives), making the use of virgin materials necessary and representing a risk factor for the realisation of investments (for example, in terms of costs and timelines). Even in light of these challenges, opportunities include diversifying or bringing critical suppliers and contractors inMaterial IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts Impacts on the availability of resources Risks Unfavourable or delayed acts/measures

Changes in customer habits, needs and preferences

Changes in legislation/regulations/standards

Litigation with counterparties (suppliers, customers, personnel, bodies, associations, communities, etc.)

Critical issues in defining procurement strategies

Critical issues in defining or updating needs

Critical issues in defining or applying contractual clauses

Critical issues in the availability of goods and services

Dependence on key customer Dependence on critical suppliers or contractors

Critical issues in accessing public grants or funds

Inadequate performance of suppliers or contractors

Breaches of contract by or against the company

Rapid diffusion of “disruptive” technological and digital innovations

Inflationary scenario and price increases

Opportunities x

Expansion of offerings through partnerships

x x

Changes in customer habits, needs and preferences x

Diversification of critical suppliers or contractors

Entry into new markets Insourcing of critical suppliers of contractors

New forms of public grants and funds

Rapid diffusion of “disruptive” technological and digital innovations

Scouting, design, development and implementation of innovative solutions

Eco-design strategies negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Long-term.

Directors‘ report

137

Waste Consistently with what has already been discussed regarding resource use, efficient waste management is a key element of the circular economy, since it maximises the recovery, recycling, and reuse of materials, thus reducing the amount of waste sent to landfills, and limiting the environmental impact associated with the extraction of new resources. Improving the quality of recovered materials helps reduce energy consumption and emissions while also promoting the closure of production cycles within a circular framework. In this context, the Group is committed to promoting environmental sustainability throughout the entire value chain in order to reduce risks arising from any instance of non-compliance with

Group principles. This commitment is also reflected in the implementation of industrial symbiosis processes between companies and sector stakeholders, which facilitate, for example, the matching of supply and demand for recoverable materials. In this context, the Group is developing innovative digital solutions that will optimise the management of excavated soil and rock - facilitating the process of identifying disposal sites - and enhance the value of materials suitable for reuse in other contracts (serviceable used materials). With regard to the sale of serviceable used materials, these tools will enable more effective capture of potential buyers while mitigating the risk associated with the naturally limited audience interested in this type of material.

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts Impacts on the environment related to the management of materials present in the waste Risks Dependence on key customer Counterparty’s non-compliance with the Group environmental sustainability principles

Opportunities x

Scouting, design, development and implementation of innovative solutions negative

positive

actual

potential

Time Horizon:

Short-term;

Own workforce (ESRS S1) Working conditions With more than 96,000 people, the FS Group is one of the largest industrial entities in the country, at the center of the Italian mobility system with services ranging from rail and road infrastructure management to the provision of multi-modal transport services. In this context, the management of working conditions and employees’ health and safety plays a fundamental role, both for the well-being of our people and for the overall sustainability of the organisation. Working conditions vary depending on the role and tasks performed: operational staff working on railway lines, in stations, or along the infrastructure may be exposed to more complex situations than those in administrative roles. However, the Group’s commitment to improving the working environment extends across all areas of operation, and translates into access to adequate workspaces, appropriate tools, and welfare initiatives aimed at enhancing quality of life and worklife balance (for example, this results in a lower turnover rate, thereby mitigating the costs associated with this phenomenon). At the same time, the Group is exposed to a range of 138

Ferrovie dello Stato Italiane Group

Medium-term;

Long-term.

organisational, regulatory, and relational risks related to human resources management. In particular, changes in employee expectations - such as those regarding flexibility, wellbeing, safety, inclusion, and professional development- can adversely impact the workplace environment, employee engagement, and the Group’s ability to attract and retain talent if not adequately addressed. Additional risks relate to potential non-compliance with legislation, regulations, or standards regarding labour, health, and safety, which could expose the Group to penalties, corrective measures, and reputational damage. This area also includes potential disputes with counterparties - such as personnel, suppliers, customers, bodies, associations, or local communities - arising from labour disputes, accidents, contractual terms, or the management of employment relationships. Critical issues in the definition or application of contractual clauses are also significant, as are potential breaches of contract by or against the company, which could lead to operational inefficiencies, additional costs, or legal disputes, with effects on business continuity and the trust of the parties involved. Alongside these risks, human resources management

also represents a significant opportunity for the Group. In particular, within the context of a “just transition”, the evolution of the mobility system and the growing focus on sustainability offer an opportunity to create new jobs and to strengthen and update staff skills, supporting workers through technological, digital, and environmental transformation processes. Investing

in training, reskilling, and professional development enables the Group to sustain competitiveness and innovation in the long term - by accelerating operational processes, reducing inefficiencies and improving service quality - while promoting inclusion, employability, and social value in the local areas where it operates.

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts Impacts on employee well-being related to welfare and work-life balance

Impacts on employment stability and social protection of employees

Impacts on the degree of occupational health and safety of employees

Risks Changes in staff expectations

Litigation with counterparties (e.g. suppliers, customers, staff, bodies, association, communities, etc.)

Critical issues in defining or applying contractual clauses

Breaches of contract by or against the company

Non-compliance with legislation, regulations or standards

Opportunities x

Job creation and skill enhancement in the context of a “just transition” negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Equal treatment and opportunities for all The FS Group operates in the highly competitive and constantly evolving transport sector, which is characterised by growing challenges related to technological innovation, digitisation, and the transition to more sustainable models. In this context, investing in people plays a key role, as it directly impacts both the inclusivity of the workplace and the development of employees’ skills and opportunities for professional growth. In the absence of adequate policies for the development and enhancement of human capital, the Group could be exposed to the risk of a shortage of professionals with specialist or emerging skills (key people), which is particularly relevant in a context characterised by rapid technological and digital evolution. This risk could affect the Group’s ability to innovate, its operational continuity, and its long-term competitiveness; such a shortage may also generate impacts in terms of operations and their results, such as higher costs for recruiting and onboarding staff, project delays - especially in the technical and digital sectors -, as well as a risk of skills mismatch, particularly given the growing demand

Long-term.

for qualified professionals fuelled in recent years by projects related to the NRRP. At the same time, there is a significant opportunity in the provision of training and the development of staff capabilities. As a major national organisation, the FS Group can enhance its appeal as an employer by leveraging structured training, reskilling, and professional development programs, also supported by technological and digital solutions. In this context, structured upskilling programmes and initiatives such as the “FS School” can generate direct economic benefits, helping to reduce overall training costs and improve operational efficiency. Offering concrete opportunities for professional development and promoting an inclusive working environment fosters employee motivation, satisfaction, and retention, with positive effects on the corporate culture, productivity, and the quality of services provided. In this way, promoting inclusion and skills development represents for the Group not only a lever to mitigate the risk of a shortage of key skills, but also an enabling factor for seizing opportunities for sustainable growth, innovation, and strengthening organisational cohesion.

Directors‘ report

139

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts Impacts on the inclusiveness of the working environment

Impacts on the development of employees’ skills and opportunities for professional growth

Risks x

Shortage of professionals with specialist or emerging skills (key people) Opportunities

Provision of training or capacity building negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Other work-related rights Although only a small portion of the Group’s activities takes place outside Italy, and in some cases outside Europe, in these contexts - in addition to ensuring adequate working conditions and high health and safety standards - a key role is played by the commitment to safeguarding workers’ rights, in accordance with local regulations and relevant international principles and standards. In this context, it is important to ensure the availability of adequate housing and working environments capable of guaranteeing not only safety but also the physical and mental wellbeing of a large workforce engaged in diverse tasks. At the same time, in a context marked by the increasing digitisation of processes and services, cybersecurity is a matter of paramount importance. The Group is, in fact, exposed to the risk of loss of confidentiality, integrity, or availability of data and information as a result of cyber incidents, which could compromise business continuity, the reliability of the services offered, and the protection of employee,

Long-term.

customer, and partner information; such events may also entail significant costs for system restoration, potential penalties resulting from violations of personal data protection regulations (GDPR), as well as adverse impacts in terms of reputation. Additional risks relate to potential instances of non-compliance with legislation, regulations, or standards, both in the labour sphere and regarding data protection and cybersecurity, as well as critical issues in relations with trade unions, which could arise due to regulatory, cultural, or expectation differences across various geographical areas. In addition to these risks, respect for workers’ rights, attention to working conditions, and data protection help to strengthen trust in the Group’s products and services, enhancing its reputation and reliability in the eyes of customers, institutions, and stakeholders. In this sense, the adoption of high social and technological standards is a key enabler for business continuity and for strengthening the Group’s footprint in international environments as well.

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts Impacts on employee data protection

Impacts on employee well-being related to housing and working environments

Risks x

Critical issues in relations with trade unions

Non-compliance with legislation, regulations and standards

Loss of confidentiality, integrity, or availability of data or information

Opportunities x

Confidence in products and/or Services negative

140

positive

actual

potential

Ferrovie dello Stato Italiane Group

Time Horizon:

Short-term;

Medium-term;

Long-term.

Workers in the value chain (ESRS S2) Working conditions Given the significant business volumes and the economic value generated, the Group’s value chain includes a broad and structured array of business partners and suppliers which make strategic assets such as rolling stock, technology solutions, and operational services available. In this context, it is crucial to ensure adequate working conditions and suitable levels of health and safety for employees of contracting firms and in general for workers in the value chain who perform activities at Group-owned sites. In the absence of adequate oversight of these aspects, critical issues may arise during the execution of works, linked to contractual problems such as unclear definitions of roles, responsibilities and operational standards. Such shortcomings can result in delays, inefficiencies and operational difficulties, compromising the achievement of project objectives and the quality of the expected deliverables.

At the same time, ineffective management of stakeholder relations along the value chain can lead to relationship issues, resulting in inadequate contractual terms, unequal treatment of different operators, and an increased risk of litigation. In addition to having direct economic impacts, these situations can adversely affect the Group’s reputation, undermining the trust of partners, suppliers and other relevant stakeholders. Therefore, the fact of ensuring adequate working conditions, high health and safety standards, and transparent and fair management of contractual relationships is key to mitigating operational, legal and reputational risks, and to ensuring the longterm sustainability and robustness of the value chain. Furthermore, improving working conditions within the value chain strengthens the Group’s compliance with the guidelines of European and national investment plans, facilitating access to public funding programmes.

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts Impacts on the degree of occupational health and safety of employees along the value chain

Risks x

Critical issues in implementation x

Critical issues in stakeholder relations Opportunities

New forms of public grants and funds negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Other work-related rights The protection of workers’ rights throughout the entire value chain is a key priority for the FS Group, as it helps to ensure responsible operations, process continuity and strong relationships with partners and suppliers. Ensuring safe, fair working conditions that respect fundamental rights throughout the supply chain helps to strengthen the trust of workers, customers and stakeholders, thereby supporting reputation and business sustainability. In this context, the safe and proper use of technological and digital tools is a key factor: any cyberattack on infrastructure, technological tools or digital applications may compromise the confidentiality of information, the integrity of data, and access to personnel management

Long-term.

systems, with potential effects on the protection of workers and the respect for their rights throughout the value chain. At the same time, the Group’s ability to effectively prevent and manage such risks, by adopting appropriate cybersecurity measures, supplier controls and monitoring mechanisms throughout the value chain, is a significant opportunity to strengthen trust in the products and services offered. A structured and responsible approach helps to ensure respect for workers’ fundamental rights, promote transparent and fair relations with stakeholders, and strengthen the Group’s reputation in the medium to long-term.

Directors‘ report

141

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts x

Impacts on the protection of labour rights along the value chain

Risks x

Cyberattacks on infrastructure, technological tools or digital applications Opportunities

Confidence in products and/or services negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Affected communities (ESRS S3) Communities’ civil and political rights The FS Group, one of the country’s largest industrial groups and a key player in Italy’s mobility and transport system, makes a decisive contribution to improving local connectivity and reducing regional disparities, particularly in the country’s peripheral and inland areas, as well as between the North and South, by promoting the exercise of citizens’ rights through accessible, sustainable and integrated mobility. The expansion of public rail transport is, in fact, essential to ensuring equal opportunities for access to work, education and services, helping to combat isolation and local disadvantages. The development of integrated and sustainable transport systems, at both national and European level, supports social participation and improves citizens’ quality of life. In this context, the Group’s commitment to advocacy further strengthens its

Long-term.

ability to influence public decision-making processes, steering mobility policies towards increasingly inclusive and efficient solutions. For example, the know-how gained in the management and enhancement of railway assets enables the Group to position itself as a key player in urban regeneration projects and local initiatives, reinforcing its role as a social leader. For this to happen effectively, it is essential to support these processes, particularly those linked to infrastructure development, through structured engagement activities that promote a thoughtful, proactive and transparent approach – not only through institutional forums such as Public Debates, but also through specific initiatives focused on listening, participation, co-design and the creation of operational synergies, for example with local Associations and organisations, in order to provide communities with new spaces and services that meet the needs and expectations of citizens.

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts Impacts on relations with relevant communities in local areas intended for infrastructure development Opportunities x

Active, leadership and advocacy role negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Communities’ economic, social and cultural rights The FS Group promotes new development scenarios for communities, going beyond the mere evolution of sustainable, collective and integrated mobility. This broader approach encompasses the issues of local area attractiveness, bridging the gaps between communities and improving quality of life whilst enhancing ecosystem services and fostering economic, social, cultural and tourism growth that is in harmony with the environmental and landscape context of the regions it passes through. The rail system, in particular, in addition to the obvious 142

Ferrovie dello Stato Italiane Group

Long-term.

benefits linked to the decarbonisation of the transport sector, handles significant flows of passengers and freight, with consequent positive effects on traffic levels on road infrastructure. The Group has launched numerous initiatives aimed at preserving and enhancing the conservation and improving the attractiveness of local areas, helping to preserve their identity and value: from the enhancement of stations as hubs of attraction with social significance, to the enhancement of areas and lines no longer in operational use. In this context, the evolution of customers’ habits, needs and preferences regarding

collective and intermodal mobility is a key factor to be addressed: failure to adapt the service offering may lead to a shift towards alternative modes of transport, resulting in lower-than-expected infrastructure usage and potential long-term economic impacts. The opportunities for the Group are numerous and include active participation in local systems, where the Group can play a key and advocacy role in promoting partnerships with communities, public authorities and other businesses, sharing the best and most innovative sustainability practices, and creating the conditions for access to new forms of public grants and funds dedicated to the sustainable development of local infrastructure. Experience gained in the areas of station enhancement and urban regeneration, for example, shows how such partnerships can be scaled up and replicated in other local areas, enabling new infrastructure programmes, reducing direct financial exposure, and generating widespread social and environmental benefits. Among the risks associated with the implementation of the Group’s initiatives in local areas, particularly where they may have potential impacts on the environmental condition of the areas concerned,

are possible critical issues with stakeholders. It is therefore necessary to identify and analyse, from the very earliest stages of project development, the actual needs and expectations of communities, which are increasingly attentive to the economic and social sustainability of infrastructure works and urban regeneration processes. The numerous challenges also include risks associated with execution, such as potential critical issues in the coordination and monitoring of contracts, programmes or projects, any disputes with counterparties, breaches of contract by or against the company, potential unforeseen events, in addition to critical issues relating to approval processes and access to public grants and funds. These factors may lead to increased completion times and costs, with significant impacts on the overall operational and financial sustainability of the initiatives. For this reason, the Group is progressively integrating innovative solutions – digital, design-related and organisational – into its projects, along with mechanisms for the structured involvement of stakeholders, so as to anticipate critical issues, improve the quality of interventions, and maximise positive impacts for local communities.

Directors‘ report

143

Material IROs

Concentration

Time Horizon

Upstream

Own operations

Downstream

Impacts Impacts on the well-being of communities with a view to creating new services Impacts on the Group’s historical, social and cultural heritage Impacts on the level of traffic on road infrastructure and accidents for travellers

Degree of accessibility of stations (or other mobility systems compared to rail) for passengers

Degree of accessibility of stations (or other mobility systems compared to rail) for freight transport

Impacts on the road system in local areas

Impacts on the development of a collective and integrated mobility

Impacts on the connection between local areas and their accessibility

Impacts on the social and economic development and attractiveness of the areas in which the Group operates

Impacts on landscape protection and the identity of the areas crossed

Risks Changes in customer habits, needs and preferences Contaminated or damaged environment

Litigation with counterparties (e.g. suppliers, customers, staff, bodies, associations, communities, etc.)

Critical issues in coordination or monitoring of contracts, projects and programmes

x x

Critical issues in defining or applying contractual clauses Critical issues in defining or developing urban regeneration initiatives

Critical issues in implementation

Critical issues in stakeholder relations

Critical issues in accessing public grants or funds

Breaches of contract by or against the company

Accidents involving third parties

Opportunities New forms of public grants and funds

New forms of partnership with communities, public authorities, and other businesses

New programs aimed at improving local infrastructure

New incentive schemes to bolster the achievement of sustainability targets

Participation in local systems

Active, leadership and advocacy role

Scale up of existing business and best practices

Scouting, design, development and implementation of innovative solutions

negative

144

positive

actual

potential

Ferrovie dello Stato Italiane Group

Time Horizon:

Short-term;

Medium-term;

Long-term.

Social cohesion - entity-specific The FS Group also plays a key role in promoting social cohesion and reducing inequalities, by working to develop collaborative welfare systems that involve the public, private and third sectors in supporting vulnerable people. Train stations, in particular, which often serve as a refuge for those in difficult circumstances, can be transformed into spaces dedicated to providing shelter and support. The Help Centres, active in many cities, serve as low-threshold support points that identify situations of social marginalisation, and guide people towards programmes of recovery and reintegration, offering support services in collaboration with local authorities and associations. At the same time, the social

reuse of railway spaces – such as reception centres, service areas and community spaces – contributes to urban regeneration, and the creation of inclusive and safe places. This commitment not only strengthens the Group’s reputation as a responsible stakeholder but also consolidates the bond of trust with citizens. In this regard, cooperation with stakeholders is fundamental, as it can lead to new forms of partnership with public bodies and civil society organisations, enabling the development of integrated social projects, strengthening the Group’s local footprint, and increasingly supporting the social value created in the communities served.

Material IROs

Concentration Upstream

Time Horizon

Own operations

Downstream

Impacts Impacts on the degree of social cohesion in the target communities Opportunities New forms of partnerships with communities, public authorities, and other businesses negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Consumers and end-users (ESRS S4) Impacts relating to information for consumers and/ or end-users Given the large number of customers it serves, the FS Group handles a significant volume of personal data and information relating to passengers and users. In this context, the definition and adoption of a system capable of ensuring adequate protection of data confidentiality and integrity represent an essential commitment to preventing cyberattacks, which could potentially compromise the IT systems necessary for the proper execution of business activities. Any cyber incidents could, in fact, affect technological infrastructure, digital platforms and applications supporting the service, with the risk of leading to the dissemination of inaccurate, incomplete or out-of-date information

Long-term.

to consumers and end-users; such incidents may also result in penalties relating to potential breaches of personal data protection regulations (GDPR), as well as costs associated with restoring business operations and recovering service functionality following cyber incidents. At the same time, the unavailability or malfunctioning of information and operational systems could lead to service disruptions and interruptions, resulting in breaches of contract by or against the company, both in relation to end-users and to partners and suppliers involved in the service chain. Such circumstances, in addition to exposing the Group to regulatory and legal risks, could have significant reputational impacts, undermining the trust of users, stakeholders and the relevant authorities, with possible adverse effects on business continuity, and the sustainability of the business in the medium to long term.

Material IROs

Concentration Upstream

Time Horizon

Own operations

Downstream

Impacts Impacts on the protection of user and customer data Risks Cyberattacks to infrastructure, technological tools or digital applications

Breaches of contract by or against the company

negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Long-term.

Directors‘ report

145

Social inclusion of consumers and/or end-users The ability to provide accessible, inclusive and highquality transport services is a key strategic factor for the FS Group, as it enables the Group to respond effectively to the needs of a broad and diverse range of users and to strengthen, over time, a lasting relationship of trust with customers and end-users. The focus on accessibility and inclusion is not limited only to the physical usability of services, but extends to the promotion of the social inclusion of consumers and end-users, understood as a guarantee of nondiscrimination, fair access to mobility products and services, and the adoption of responsible business practices. In this context, the FS Group is committed to providing a clear, transparent and easily understandable service, based on accessible contractual terms and comprehensive, user-friendly information, thereby helping to improve the overall travel experience and strengthen customer confidence. Effective management of these aspects enables the optimisation of traffic and passenger and freight

flow management at infrastructure hubs, enhances operational efficiency and the overall quality of service, and increases consumer and end-user satisfaction with the commercial offering, generating value for the Group and for the entire mobility system. At the same time, a structured and proactive approach helps to prevent operational and relational issues that could expose the Group to the risk of disputes with customers, suppliers, personnel, bodies, associations and communities, thereby limiting any potential economic, operational and reputational impacts. In this context, strengthening a focus on universal accessibility and social inclusion represents a significant strategic opportunity for the FS Group, both in terms of developing new products and services and in expanding mobility options, through measures aimed at removing architectural barriers, improving routes and enhancing support services, thereby strengthening the Group’s role within Italy’s multimodal transport system.

Material IROs

Concentration Upstream

Time Horizon

Own operations

Downstream

Impacts on the accessibility and inclusiveness of transport services

Impacts on the ability to manage road traffic and the flow of passengers and goods at stations

Impacts on consumer and end-user satisfaction related to commercial offerings

Impacts

Risks Litigation with counterparties (e.g. suppliers, customers, staff, bodies, associations, communities, etc.)

Opportunities Social inclusion of consumers and/or end-users

Promotion of new products and services

negative

positive

actual

potential

Time Horizon:

Short-term;

Personal safety of consumers and/or end-users For an organisation operating in the transport and infrastructure sector, the safety and reliability of services and assets are essential factors in safeguarding the safety of passengers, users and people living in or passing through areas affected by the presence of rail and road infrastructure. The high level of operational and local exposure makes the integrated management of the safety of means of transport, infrastructure, properties and other assets supporting mobility a key priority. Effective and proactive safety management helps prevent accidents in transport, at work and harm to third parties, as well as reducing the impact of external events, including potential cyberattacks on infrastructure, technological tools and digital 146

Ferrovie dello Stato Italiane Group

Medium-term;

Long-term.

applications, which could compromise the reliability of systems and the protection of users. In this context, routine and non-routine maintenance of vehicles, rail and road infrastructure, workshops, car parks, stations and terminals, together with the adoption of advanced monitoring and control technologies, help to ensure operational continuity, regulatory compliance and the overall safety of the services provided. Our extensive presence across local areas also necessitates careful monitoring of the risks associated with the interaction between infrastructure, mobility and the urban environment, with a view to minimising the occurrence of incidents involving users and third parties, including in relation to compliance with traffic and road regulations. A structured approach to safety also facilitates more effective management of stakeholder

relations, reducing the risk of litigation and critical reputational issues. In this context, the FS Group intends to seize opportunities linked to the development and dissemination of best practices, the scaling up of solutions already adopted, and the establishment of new forms of partnership with local communities, public authorities and other operators, including through access to public grants and funds, and the implementation of regulatory and legislative developments. Such initiatives can also help to

accelerate infrastructure works and enhance safety levels for users, contributing to improving the overall quality and reliability of the services provided. In particular, initiatives such as the improvement of local infrastructure and the removal of level crossings through co-financing are concrete examples of how safety can translate into shared value, strengthening confidence in the services provided, and the FS Group’s active role as a leading player in the field of sustainable and safe mobility.

Material IROs

Concentration

Time Horizon

Upstream

Own operations

Downstream

Impacts on the protection of passengers related to the safety and reliability of means of transport

Impacts on the safety of people living in and passing through areas where rail and road infrastructure is located

Impacts on the safety of users related to the reliability of rail and road infrastructure

Impacts on the safety of third parties related to compliance with traffic/road system rules

Impacts on the protection of people related to the safety and reliability of assets such as workshops parking lots, properties, and terminals

Impacts

Impacts on the safety and protection of travellers with respect to damage caused by third parties Risks Cyberattacks to infrastructure, technological tools or digital applications

Litigation with counterparties (e.g. suppliers, customers, staff, bodies, associations, communities)

Critical issues in stakeholder relations

Transport accidents

Third-party accidents

Accidents at work

Opportunities Changes in legislation, regulations and standards

Confidence in products and/or services

New forms of public grants and funds

New forms of partnership with communities, public authorities and other businesses

New programs aimed at improving local infrastructure

Active, leadership and advocacy role

Changes in legislation, regulations and standards

negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Long-term.

Directors‘ report

147

Service quality – entity-specific The ability to provide reliable, accessible services that meet users’ expectations is a key factor in strengthening customer relations and improving the overall travel experience. A constant focus on the quality of the services provided not only increases customer satisfaction but also raises their awareness of the importance of sustainable and responsible operating models, thereby contributing to the wider adoption of ESG topics. In this context, the integration of environmental, social and governance criteria into the processes of designing, managing and delivering services fosters greater confidence in the products and services offered, strengthening the company’s reputation in the long term.

The enhancement and scaling up of existing best practices enable improvements in the reliability and usability of services, responding more effectively to the needs of customers and stakeholders. At the same time, the continuous improvement of services creates the conditions for the development of new forms of partnership with local communities, public authorities and other businesses, fostering shared and innovative solutions aimed at improving the travel experience. Such initiatives can also facilitate access to public grants and funds, supporting the evolution of services and strengthening the company’s role as a key player in promoting increasingly sustainable, inclusive and customer-focused mobility.

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts Impacts on the degree of customer awareness of the importance of ESG issues

Impacts on the degree of customer satisfaction

x x

Confidence in products and/or services

New forms of public grants and funds

New forms of partnership with communities, public authorities and other businesses

Scale up of business and existing best practices

Impacts on travel experience Opportunities

negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Business conduct (ESRS G1) Corporate culture, whistleblower protection, and political engagement and lobbying In an organisation of the size of the FS Group – characterised by an international presence, a broad value chain, and numerous institutional and commercial stakeholders – it is essential to strengthen a corporate culture based on integrity, transparency and accountability. This is vital for managing organisational complexity, facilitating informed decision-making and preventing behaviour that could compromise the proper functioning of the business or damage its reputation. Aware of the context in which it operates, the FS Group has established a structured system of rules, procedures and governance tools aimed at preventing potential risks associated with noncompliance with rules, regulations and contractual clauses, as well as with employees’ and counterparties’ failure to adhere to the Group’s ethical principles and standards of conduct, particularly with regard 148

Ferrovie dello Stato Italiane Group

Long-term.

to anti-corruption policies. In this context, noncompliance with rules and procedures can result not only in reputational damage, but also in sanctions, the loss or non-renewal of important certifications (for example in the anti-corruption field), exclusion from tenders, and higher operating costs linked to corrective measures. Particular attention is paid to the ongoing updating of the system of powers of attorney and proxies in line with changes to the organisational structure, in order to reduce the risk of discrepancies in signing authority and breaches of contract that may result in penalties, operational inefficiencies and litigation. Among the most significant safeguards is also the protection of whistleblowers, a crucial element in the timely identification of any unlawful or irregular conduct. Ensuring protection, anonymity and freedom from retaliation helps to strengthen internal trust and foster greater accountability across the organisation. Equally central is the transparent and compliant management of issues related to political engagement and lobbying activities. Rigorous oversight of relations with institutional authorities ensures that all advocacy

activities are conducted in full alignment with the Group’s values, applicable regulations and stakeholder expectations, thus helping to preserve credibility and integrity. Among the opportunities the Group intends to seize in this area is the development of new incentive schemes to strengthen the achievement of sustainability objectives, including through the

evolution of talent management systems and training programmes related to ESG issues. These tools aim to align individual and organisational performance with sustainability objectives, fostering motivation, awareness, and the dissemination of a culture of legality and integrity.

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Impacts Impacts on corporate culture

Impacts on company culture on compliance and legality and compliance with the provisions of the internal control system

Risks Bribery, fraud and collusive arrangements between employees and counterparties, both public and private

Critical issues in defining, implementing, or updating the system of powers of attorney and proxies

Breaches of contract by or against the company

Failure by employees to comply with the Group’s ethical principles or standards of conduct

Failure by a counterparty to comply with the Group’s ethical principles or standards of conduct

Non-compliance with legislation, regulations and standards

Opportunities x

New incentive systems to strengthen the achievement of sustainability goals negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Management of supplier relations, including payment practices The complexity and size of the FS Group are particularly evident in the leading role it plays within Italy’s public procurement system. The breadth of the activities managed and the nature of the sectors in which the Group operates can, in fact, have an impact not only through its direct operations but also via its supply chain. In this context, responsible management of economic operators and suppliers is a fundamental prerequisite for preventing counterparty risks, including breaches of contracts, inadequate performance, failure to comply with the Group’s principles and standards of quality and conduct, and delays in contract awards or contractual phases. All this helps to guarantee the quality of the services offered, reduce the risk of disputes and, more generally, ensure the continuity of supplies, preventing potential critical issues both in terms of execution

Long-term.

and in relations with institutional stakeholders whilst mitigating the associated effects on reputation. With this in mind, the FS Group is committed to promoting a shared approach with its supply chain, aimed at improving sustainability performance. This involves integrating corporate principles and standards of conduct into contractual clauses and establishing strategic partnerships. On an ethical level, the Group also incorporates its own principles and standards of conduct into its supply agreements through dedicated clauses and specific internal control mechanisms, recognising that any breaches by counterparties may have impacts on reputation and economic and financial consequences. The development of new solutions, products or services with key suppliers can, in fact, increase the value created along the supply chain, and improve the Group’s competitive positioning.

Directors‘ report

149

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Risks Critical issues in defining or updating needs

Critical issues in the qualification, selection or contractual arrangements with suppliers or contractors

Critical issues in relations with institutional stakeholders

x x

Inadequate performance of suppliers or contractors x

Breaches of contract by or against the company Failure by a counterparty to comply with the Group’s ethical principles or standards of conduct

Opportunities Expansion of offerings through partnerships

Promotion of new products and Services

negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Corruption and bribery The FS Group’s ongoing commitment to promoting a corporate culture based on integrity, transparency and accountability, and its dedication to embedding this culture throughout the entire value chain, also translates into the continuous improvement of internal control policies, systems and tools, as well as anti-corruption training programmes. In this context, a key focus is on preventing noncompliance with legislation, regulations or standards, which is an essential element in the fight against corruption. Any instance of non-compliance can in fact have significant consequences, including administrative or criminal penalties, exclusion from tender procedures, reputational damage, waste of financial resources, distortions in the value chain, and

Long-term.

even the suspension of work at construction sites or in operations in the event of regulatory breaches relating to procurement and safety. A robust corporate culture on these issues therefore becomes a concrete driver for guiding responsible decisions, reducing risks and strengthening relationships based on trust and transparency. Strengthening internal control systems, audits, anti-corruption training and the dissemination of relevant regulations is a crucial driver for reducing such risks and ensuring adequate oversight of sensitive processes. Further mitigation mechanisms include the adoption and maintenance of specific certifications, which help to ensure ongoing compliance with national and international integrity standards.

Material IROs

Concentration Upstream

Own operations

Time Horizon

Downstream

Risks x

Non-compliance with legislation, regulations and standards negative

positive

actual

potential

Time Horizon:

Short-term;

Medium-term;

Long-term.

The list of disclosure requirements met by the FS Group in preparing its consolidated sustainability report is given in the Appendix, in the table shown in the ESRS content index section.

150

Ferrovie dello Stato Italiane Group

Current financial effects of material risks and opportunities According to the instructions provided by FS SpA, the Group companies have reported the current financial effects by using a “bottom-up” approach. In particular, starting with the mapping of significant risks and opportunities associated with ESRS topics, each Topic

Risks

company has reported the financial effects relating to events linked to these risks and opportunities that occurred during the year, as recognised in its financial statements. The most significant current financial effects for the FS Group recorded in the year are set out below.

Opportunities

Current financial effects

Changes in legislation, regulations or standards

Approximately €60 million in revenues from White Certificates (also known as TEE – Energy Efficiency Certificates) awarded by GSE (Gestore dei Servizi Energetici, Energy Services Manager) against the achievement of energy savings through the application of efficient technologies and systems against a contra-entry in the balance sheet among Inventories for €89 million. For further details, please see the disclosure on “Revenues from sales and services” and “Inventories” in the Notes to the Consolidated Financial Statements.

Changes in legislation/ regulations/ standards/ Critical issues in defining, implementing and updating of adaptation or transition plans

Among the largest electricity consumers in Italy, the FS Group works to reduce its greenhouse gas (GHG) emissions, also with a view to being less vulnerable and exposed to the economic-financial effect of transition risks. In this regard, the FS Group’s investments associated with economic activities that contribute to the climate change mitigation objective under Regulation (EU) 2020/852 (European Taxonomy) amounted to more than €11,575 million. For more details, please see the section Disclosure pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation).

Extreme weather and climate events

The FS Group’s investments required to adapt its assets to extreme events caused by climate change amounted to more than €973 million. If, in addition, Anas’s technical capital expenditure contributing to the climate change adaptation objective (falling within the scope of IFRIC 12) is taken into account, the share of environmentally sustainable capital expenditure would increase by about €547 million. For more details, please refer to the section Disclosure pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation).

Extreme weather and climate events

In compliance with the insurance obligation provided for in the 2024 Finance Act (Article 1, paragraphs 101 et seq. of Law no. 213 of 30 December 2023), which came into force on 1 April 2025, and applies to all companies with their registered office or permanent establishment in Italy, in relation to damage caused by natural disasters and catastrophic events (earthquakes, floods, landslides, inundations and overflowing rivers) to land, buildings, plant, machinery and industrial and commercial equipment, as recorded in the balance sheet, the Group has taken out specific “CAT/NAT” policies, incurring additional insurance costs of approximately €75 million. For further details, please see the disclosure on “Costs for services” in the Notes to the Consolidated Financial Statements.

E2 Pollution

Unfavourable or delayed acts or measures

The provision set aside in the accounts to cover the costs associated with the remediation of contaminated sites as at 31 December 2025 amounted to €116 million; this was increased by €1 million during the financial year and €16 million of this amount was utilised. For further details, please see the disclosure on “Provisions for risks and charges” in the Notes to the Consolidated Financial Statements.

S1 Own workforce

Litigation with counterparties (suppliers, customers, personnel, bodies, associations, communities, etc.)

An amount of €63 million has been set aside for staff-related litigation; the relevant provision stood at €106 million at 31 December 2025, net of drawdowns and other changes amounting to €39 million. For further details, please see the disclosure on “Provisions for risks and charges” in the Notes to the Consolidated Financial Statements.

E1 Climate Change

Directors‘ report

151

COMMITMENT TO SUSTAINABLE DEVELOPMENT ESRS 2 GOV-4 – Statement on due diligence FS SpA has defined policies and actions on material sustainability issues, with the aim of managing actual and potential impacts and addressing risks and opportunities identified on the basis of the double

Material Sustainability Issues

materiality process described above. The following is an overview of the policies and main actions envisaged within the Group Strategic Plan, which are discussed in more detail below in the report for each material topic.

Management Policies and instruments

General policies (applicable to all issues) Sustainability policy Code ethics Management systems Climate changes Pollution ENVIRONMENTAL ISSUES

Water and marine resources Biodiversity and ecosystems Resource use and circular economy Owns workforce Workers in the value chain

SOCIAL ISSUES

Affected communities Consumers and end-users

GOVERNANCE ISSUES

152

Business conduct

Ferrovie dello Stato Italiane Group

Environmental policyUPDATED Policy on diversity, equality & inclusion (DEI Policy) Gender equality policy NEW Code of conduct regarding sexual harassment in the workplace Guidelines and procedure on talent acquisition Talent Management systemNEW Policy on inclusive employment and equal opportunities of people in gender transition Inclusion of people with disability and/or specific learning needs NEW Remuneration policy and incentive system guidelines and procedures Travel security guidelines and procedures General guidelines on occupational health and safety Guidelines and procedures for remote working management Physical safety guidelines NEW Guidelines for cyber and information security NEW Risk Management policy Anti-corruption policy Antitrust policy Data protection framework Whistleblowing management Policy on the proper and secure use of Digital Resources Tax strategy

General policies These are the general policies applicable to all material topics, which are summarised below with the relevant commitments. Sustainability Policy In order to elevate sustainability to a guiding element for the definition of strategic and operational choices and ensure sustainable growth in the medium- to long-term, FS Italiane has laid down the principles that characterise its operations within the “Sustainability Policy” document. The commitments covered by the Sustainability Policy are summarised below, which apply to several material sustainability topics: • Creation of shared value, with a commitment to reconcile economic objectives with social and environmental ones by generating value for the company, its stakeholders and the local areas in which the Group operates, enhancing positive externalities and avoiding or minimising negative ones. • Engagement of communities and stakeholders, in the pursuit of sustainable development, by promoting a systematic process of stakeholder engagement, through the analysis of the context in which the Group operates, the identification and understanding of stakeholders’ needs and their involvement, as foundational elements of the Group’s decision-making processes. • Safety for those who travel and for those who work, ensuring an ever-higher level of health and safety in every activity that involves risks for employees, travellers and the community, including by strengthening a culture of risk management and prevention. People’s health and safety have always been a priority for the Group. • Quality of Services, implementing an organisational approach focused on customers, paying careful attention to both the quality provided and the quality perceived, in order to improve the experience under the banner of intermodal transport and integration with local areas, rethinking stations as mobility hubs and delivering rail services of ever greater quality and efficiency, both on the ground and on board, with a view to customer satisfaction. • Value of employees, always to be placed at the centre of daily actions, being the Group’s greatest assets with their value, differences and rights. The Group’s commitment is to engage people and develop their skills and competencies, promoting information and training at all organisational levels. Recruitment, training, development and career advancement, must be based on merit and free of any form of discrimination, considering integrity an indispensable element for the Group and disincentivising in any way corrupt practices. • Efficient use of resources and environmental

protection, promoting the efficient use of energy resources and the reduction of greenhouse gas emissions through the implementation of energyefficient technologies and the promotion of renewable sources. In order to minimise the impact of activities on the environment, the adoption, from the design stages, of a life cycle analysis approach in all processes is encouraged, with particular attention to water consumption, waste and soil pollution prevention, and encouraging suppliers to improve their environmental performance and, where possible, directing and supporting them in their improvement process. • Respect for human rights, operating within the framework of the United Nations Universal Declaration of Human Rights and, among suppliers and business partners, contributing to the creation of a responsible supply chain. The Group rejects any form of irregular labour and promotes policies aimed at the psychological and physical well-being of its staff. The FS Group’s activities are carried out in compliance with the ten principles of the United Nations Global Compact, a voluntary initiative to share sustainability values (human rights, labour, environment and anti-corruption) and operating within the framework of the United Nations Universal Declaration of Human Rights and the Fundamental Conventions of the International Labor Organisation. The commitment is therefore to continuous improvement, monitoring progress, publicly reporting results and actively engaging our stakeholders. The policy, approved on 16 April 2019 by the Board of Directors and inspired by the Sustainable Development Goals and the principles of the UN Global Compact, is based on the seven principles mentioned above; it applies to all FS Group companies and is disclosed and made public to all stakeholders (staff, suppliers and other relevant stakeholders) through the institutional website fsitaliane.it and the company intranet. Code of Ethics The Code of Ethics spells out the responsibilities, and ethical and social commitments that the FS Group maintains with its stakeholders, and presents the framework of rules underlying every action. The Code of Ethics is approved by the Boards of Directors of all Group companies and commits the Corporate bodies, management, employees, thirdparty collaborators, business partners, suppliers and all those who maintain relations with the Group. For further details, please see the paragraph on The Code of Ethics in the Report on Corporate Governance and Ownership Structure.

Directors‘ report

153

Specific policies In addition to general policies, FS SpA has established additional policies to manage any actual and potential impacts and address the risks and opportunities of specific sustainability issues. Environmental policy The FS Group’s Environmental Policy, in accordance with its Sustainability strategies and in line with international standards, sets out its commitments to protecting the environment, improving environmental performance, preventing adverse impacts such as pollution and climate change, and capitalising on opportunities in the following areas: Climate change • to promote an efficient and environmentally sustainable integrated mobility system, helping to reduce emissions and health risks linked to pollution; • to mitigate climate risks and seizing environmental opportunities, taking into account the impacts on local communities and workers; • efficient use of energy resources and reduction of greenhouse gas emissions through highly efficient technologies and the promotion of renewables, with the ambition of achieving net zero emissions (so-called net zero) by 2040, for the benefit of future generations and public health. Pollution • to prevent and reduce water, soil and air pollution through responsible management of supplies; • to mitigate or eliminate environmental and health impacts associated with significant activities, including noise, vibrations and light pollution in surrounding communities; • to promote the adoption of BATs (Best Available Techniques) with a view to social responsibility throughout the entire production chain. Water • to reduce water consumption by applying responsible resource management that respects ecosystems; • protection of the water resource, promoting the recovery and reuse, especially in water-stressed areas, and ensuring access to clean water as a fundamental human right. Biodiversity and ecosystems • to prevent, mitigate or eliminate adverse impacts on biodiversity, fauna, flora and habitats, including restoration measures to enhance the resilience of local areas; • to build infrastructure that respects the 154

Ferrovie dello Stato Italiane Group

landscape, integrating design, construction techniques and compensatory measures to preserve environmental features and the quality of local life; • to promote the creation of liveable urban spaces to mitigate pollution and extreme weather events such as droughts and heatwaves. Circular economy • rational and efficient use of natural resources, with a focus on non-renewable resources and critical raw materials, promoting their recovery for the green and digital transition whilst generating job opportunities and promoting inclusive employment; • transition towards circular economy models, applying the Life Cycle Assessment (LCA) approach, preventing waste generation and encouraging its reuse and recovery, with the active involvement of workers and local communities; • to monitor impacts along the value chain, encouraging suppliers and business partners to improve their performance in accordance with principles of environmental and social justice. The Group strives to manage its processes responsibly, in accordance with the relevant principles of the United Nations Global Compact and in line with the commitments set out in the 2030 Agenda, the National and European Strategies for Sustainable Development and Biodiversity, adopting a naturepositive approach. The Environmental Policy, approved by the Chief Corporate Affairs, Communication & Sustainability Officer of FS SpA, applies to all FS Group companies and is disclosed and made public to all stakeholders (staff, suppliers and other relevant stakeholders) through the institutional website fsitaliane.it and the company intranet. Policy on diversity, equality & inclusion (DEI Policy) Each person in the Group in their daily actions is required to commit, with consistency and transparency, to put into practice the values and content of the FS Italiane Group Code of Ethics, as well as the principles laid down in the DEI Policy, in order to respect, promote and enhance diversity and to implement actions aimed at their maximum inclusion on an ongoing basis. Every person working in the Group is required: • to respect the rights and dignity of every person, acting at the forefront to make the ethical principles of fairness, loyalty and integrity concrete; • to recognise, accept, promote and enhance diversity at all levels and in all contexts, thus always contributing to establishing a work climate that promotes discussion, collaboration, and participation of the other, for the generation of ideas and solutions; • to communicate clearly and consistently, taking

care to modulate one’s communication (language, style, vocabulary) according to the other, removing obstacles to the active participation of all people, whether colleagues, customers or suppliers; • to train oneself to recognise and act on one’s own biases of which one is aware and less aware, particularly in relationships with others (e.g., colleagues, customers, suppliers). The Policy, approved by the Chief Corporate Affairs, Communication & Sustainability Officer of FS SpA, refers to all organisational processes, whether they affect the corporate population or are outward-looking, applies to all FS Group companies and is disclosed and made public to all stakeholders (staff, suppliers and other relevant stakeholders) through the institutional website fsitaliane.it and the company intranet. The People Care function of FS is in charge of constantly studying national and international trends and best practices on DEI issues; monitors the evolution of corporate best practices and tracks progress and advancements, comparing them with data and trends from previous years; and defines guidelines and directions, ensuring their dissemination and application in all Group companies. It sets out DEI objectives, indicators and KPIs to be achieved at the Group level and, with the support of the competent data owner departments, monitors their progress. It addresses individual processes regarding the need to take specific actions and/or improvement interventions, useful to ensure full compliance with and enhancement of DEI principles within the Group and in the external context, in terms of Social Corporate Responsibility; and approves specific DEI initiatives proposed by Group companies, assessing their consistency with the guidelines and emerging issues mentioned above, as well as ensuring, where possible, their further dissemination. Gender Equality Policy In line with its founding values stated in the current Code of Ethics and with the principles and guidelines set out in the current Diversity, Equality & Inclusion Policy, the FS Group recognises gender equality as a strategic driver for sustainability, innovation and competitiveness. The Gender Equality Policy has been drawn up in accordance with UNI/PdR 125:2022 and is a formal and operational commitment to ensuring equality, promoting diversity and preventing all forms of discrimination. In line with its DE&I strategy, the FS Group promotes a shared approach focused on human relations, which are considered fundamental to any virtuous organisation. This approach takes the form of creating a safe, positive and pluralistic environment in which each person can express their uniqueness and engage with the numerous

diverse characteristics present within the organisation. The Group’s commitments covered by the Gender Equality Policy are set out below: • to promote an inclusive corporate culture, based on the celebration of diversity and gender equality, through the setting of strategic objectives, the dissemination of shared values and the integration of gender equality into decision-making and organisational processes; • to ensure effective governance of processes relating to gender equality, through: o the establishment of a dedicated Steering Committee; o the definition of clear responsibilities; o the ongoing monitoring of results achieved against set objectives; • to guarantee gender equality at all stages of the working life cycle: recruitment, onboarding, training, professional development, performance appraisal, promotions, remuneration policies and returnto-work after leave (etc.), ensuring transparency, impartiality and equal access to opportunities, including the FS Group’s commitment to ensuring equal gender representation among speakers at events both within and outside the Group; • to promote equal access to career, training and development programmes, with a particular focus on under-represented groups, including through affirmative action, mentoring schemes, empowerment initiatives and Leadership training, with the aim of overcoming stereotypes and redressing the gender imbalance; • to monitor and reduce the gender pay gap through periodical analysis of remuneration data by level and company, transparency regarding the criteria for awarding benefits and bonuses, and the adoption of corrective measures in the event of disparities; • to support shared parenting and promote a harmonious work-life balance through flexible working policies, targeted welfare and caring programmes, and measures to support a smooth return to work following periods of absence, as well as support for Caregivers. Furthermore, the Group adopts a zero-tolerance approach to harassment and violence of any kind, establishing dedicated safeguards and promoting enabling skills such as inclusive leadership, recognition and mitigation of the effects of bias, and inclusive communication. The Gender Equality Policy, approved by the Chief Executive Officer of FS SpA, applies to all the FS Group companies in the certification perimeter50, and is disclosed and made public to all stakeholders

50. Ferrovie dello Stato Italiane, Anas, Trenitalia, RFI, FS Sistemi Urbani, FS Logistix, Ferservizi, Mercitalia Rail, FS Engineering, FSTechnology.

Directors‘ report

155

(staff, suppliers and other relevant stakeholders) through the corporate website fsitaliane.it, the company intranet, and the websites of the certified companies. Code of Conduct regarding sexual harassment in the workplace All employees of our Group have the right to a safe, serene working environment conducive to the development of interpersonal relationships in which women and men mutually respect each other’s sexual status, dignity and personal rights, inspiring their behaviour with values of equality and fairness. This principle is laid down in the first paragraph of Article 1 of the Code of Conduct on sexual harassment in the workplace of FS Italiane, which applies to employees of the Companies under the National Collective Labour Agreement (CCNL) of Mobility/ Contractual Area of Railway Operations and the FS Italiane Group’s Corporate Contract, a tool established by our Group to prevent and remove behaviours that constitute harassment and to inform and raise awareness among employees about their rights and obligations in this regard. Sexual harassment is first and foremost an act of discrimination under Article 26, paragraphs 1 and 2 of Legislative Decree no. 198/2006 and consists of any behaviour with sexual connotations expressed in physical, verbal or non-verbal form, which is unwelcome, has the purpose or otherwise the effect of violating the dignity and freedom of the person subjected to harassment and of creating an intimidating, hostile, degrading, humiliating or offensive climate. In order to ensure the effective application of the Code, a professional from outside the Company has been appointed as Trust Advisor by the Chief People, Culture & Transformation Officer, subject to the reasoned opinion of the Equal Opportunities Committee, and on the basis of proven moral qualities, experience and professional competence. FS Italiane has appointed Valentina Todeschini as a Trust Advisor to the FS Group. The Trust Advisor, whose activity began on 6 February 2020, is called upon to support the FS Group in fulfilling the commitments voluntarily undertaken in the Code: she is a professional to whom female and male workers who are victims of sexual harassment can freely turn for advice or assistance in the informal or formal procedure. If behaviour occurs that may constitute sexual harassment in the workplace, the male or female worker can turn to the Trust Advisor, who must promptly initiate the procedure, which will be concluded as soon as possible and, in any case, normally within 30 days. First, the Advisor gathers all the elements necessary for knowledge of the case and will assess whether or not the behaviour constitutes sexual harassment. If the answer is affirmative, the Advisor will put in place all the initiatives it deems appropriate to resolve the problem, 156

Ferrovie dello Stato Italiane Group

safeguarding the primary interest of the dignity of the workers involved in the affair and ensuring their privacy. If, on the other hand, the alleged victim of sexual harassment does not wish to have recourse to the informal procedure described above or if the Advisor’s intervention has not achieved the expected results, they may promptly and formally report the incident to the head of the function to which their belong, also requesting in this case, if they deem it necessary, the assistance of the Advisor. The Manager must forward the complaint to the competent Human Resources department, which will start any appropriate investigations in order to assess the possible disciplinary relevance of the reported behaviour. Obviously, all news, facts or information of which the Advisor becomes aware will be treated with the utmost confidentiality and in compliance with personal data protection regulations, including by the Human Resources Department staff, which are called upon to take action in relation to the duties they perform. Guidelines and procedure on talent acquisition The talent acquisition system is based on guiding principles, including those of EU derivation, such as transparency and impartiality, as well as fairness and recognition of merit stated in the FS Group’s Code of Ethics and Anti-Corruption Policy. This system ensures equal opportunity conditions among candidates, visibility of the recruitment opportunities offered by the Group, fairness of the evaluation criteria used, traceability of the selection processes and compliance with applicable regulations. The talent acquisition process, consistent with the Group’s diversity, equality & inclusion guidelines and policies, aims to develop the diversification of the Group’s mix of people, facilitating and promoting the inclusion of candidates/supporters of individual, cultural and social skills and differences. The tools, methodologies and channels through which employer branding, recruiting and selection activities are carried out, must be marked by the widest reasonable accessibility, use inclusive language and images, be based on the principle of nondiscrimination, and bias free. The Policy, approved by the Chief People, Culture & Transformation Officer of FS SpA, applies to all FS Group companies and is disclosed and made public to all relevant stakeholders through the company intranet. The recruiting and employer branding function of FS SpA ensures the coordination of the Group’s personnel selection process through the definition of guidelines, and the design of tools, methodologies and channels, ensuring the constant evolution of the process with respect to the dynamics of the labour market and facilitating the activities of the Group companies in compliance with the specific needs inherent to the nature of the various businesses, as well as ensures the

management and evolution of the Group’s e-recruiting system, the management of the FS Group’s institutional digital selection tools and channels and assistance and consulting on the IT system dedicated to recruitment and selection. In addition, in accordance with the Group’s Human Resources and Organization Governance Model, FS SpA’s recruiting and employer branding function manages recruitment and selection for targets of cross-cutting interest, namely young talent, and middle managers and managers. The FS Group has, vis-à-vis the social community, institutions and the country, an important role in facilitating inclusive employment of certain segments of the population in a condition of social vulnerability. For the purpose, therefore, of enabling the inclusive employment of these segments of the population and in full compliance with the recruitment needs of staff in operational or professional roles of the Group companies, it is possible to resort to temporary work schemes in a non-exclusive manner. Through “inclusion projects”, the use of these schemes for inclusion purposes is particularly focused on people who fall into the following categories: • neet, to be understood as young people under 30 years of age, who have not been working for at least 6 months and are not in education or training; • political refugees and asylum seekers; • women, and caregivers more generally, who have been out of work for at least 12 months because they have exited the labour market due to care needs of children, elderly or disabled parents in need of care, spouses; • persons who have exited the labour market due to multi-year periods of particularly serious illness; • persons with mental disabilities who have special characteristics and difficulties in entering the ordinary work cycle. People with cognitiverelational disabilities and/or neurodivergences (e.g., Autism) may also be part of such inclusion projects. Talent Management System The FS Group’s Talent Management is the people development system defined with the aim of nurturing, sustaining and evolving the Group’s managerial excellence, through an integrated system of responsibilities, processes and tools capable of discovering, engaging, and developing talent in all Group companies. The Talent Management system is designed to produce positive impacts on: • the continuous development of know-how and performance; • equity, participation and consensus in talent identification processes; • the completeness and readiness of Succession Lines; • talent caring and retention capabilities;

• the development of the Group’s managerial culture. The Talent Management Policy, approved by the Chief People, Culture & Transformation Officer of FS SpA, applies to all FS Group companies and is disclosed and made public to all relevant stakeholders through the company intranet. Policy on inclusive employment and equal opportunities of people in gender transition The FS Group, respecting all diversities, principles of equality and equal opportunities in every aspect of the working life of its people, has initiated specific management actions and promotes communication and awareness initiatives for the protection of people in gender transition, in order to ensure an inclusive work environment both at a formal and substantive level. The Policy for inclusive employment and equal opportunity of people in gender transition sets out the regulatory references, management actions and good practices applicable to an inclusive management of people in gender transition in the FS Group and to the management of the transition process, from the onboarding phase when the employment relationship is in force and upon its termination. The Policy, approved by the Chief People, Culture & Transformation Officer of FS SpA, applies to all FS Group companies and is disclosed and made public to all relevant stakeholders through the company intranet. Policy for the effective inclusion of people with disabilities and/or specific learning needs The FS Group believes that disability – whether temporary or permanent – is a universal human experience that anyone may encounter at some point in their lives. Disability is an additional aspect of a person that does not define them, and is the result of an unfavourable interaction between the person with disabilities, and an “inaccessible” environmental and social context, which does not allow them, in other words, to fully realise their potential, and participate actively in social life. The FS Group is committed to minimising the disadvantages caused by disability by addressing the relevant environment, whether physical, digital and/or cultural. The Policy provides guidance to all employees, and in particular to the Human Resources professional community, on the continuous improvement of professional skills, processes, and the promotion of equity at all organisational levels. The rules and guidelines governing the implementation of all the processes set out in the Policy are defined by the Holding Company’s People Care function, which is responsible for Group Disability Management. It is the responsibility of the corporate, central and local HR departments to promote awareness of all feedback channels and tools designed to safeguard Directors‘ report

157

and protect people with disabilities and specific needs (e.g. neurodiversity, etc.), as well as those dedicated to addressing the formal and substantive inclusion needs of persons. The Policy, approved by the Chief People, Culture & Transformation Officer of FS SpA, applies to all FS Group companies and is disclosed and made public to all relevant stakeholders through the company intranet. Remuneration policy and incentive system guidelines and procedure The Group’s remuneration policy and incentive system are part of a framework aimed at the management and development of the Group’s human capital. Specifically, the remuneration systems have as their objectives: • the creation of value for the Group through the use of remuneration and incentive levers, aimed at enhancing professionalism and contributions expressed in terms of results and responsibility; • the application of unified, consistent and cross-sector rules for the Group’s Subsidiaries that are based on criteria aimed at the recognition and enhancement of merit, in compliance with the principles of internal equity and the remuneration standards of the target market. The Group’s remuneration and incentive policy documents provide for the criteria and methodologies applied in all Group companies, in a manner consistent with the provisions of the applicable National Collective Labour Agreement (CCNL) and the different levels of organisational complexity and responsibility of the position held. Remuneration policy and incentive system processes have specificities based on the target population, the business and take into account the national or international contexts of reference. Travel security guidelines and procedure The FS Group operates permanently abroad, where it makes investments with a view to international business expansion. The issue of Travel Security assumes particular importance in this context. In this regard, the “Guidelines on Travel Security” have been formalised as a support tool for employers to help ensure the protection of workers engaged abroad (on assignment or secondment), and assets and activities abroad from specific risks related to the country of destination (aggravated generic risks) and transit. In addition, a specific operating procedure has been designed to describe roles, responsibilities, tasks and activities of the travel security process. FS SpA’s Travel Security function ensures, by interfacing with the competent International functions of FS SpA and Group companies, the definition, development and implementation of a model for the protection of employees, assets and activities abroad, as well as the 158

Ferrovie dello Stato Italiane Group

coordination of activities for the management of critical events involving FS Group workers operating abroad. The Guidelines and Procedure, approved by the Chief Security Officer of FS SpA, apply to all FS Group companies and are made available through the company intranet. General Guidelines on Occupational Health and Safety The FS Group has adopted General Guidelines for the period 2022-2026 in which the guidelines and areas for improvement on which the FS Group focuses its commitment to Occupational Health and Safety are defined. Below are the commitments covered by the general guidelines: • The constant reduction in the frequency and severity of accidents at work by giving strength to our ambition and vision of Zero Accidents; • Strict compliance with regulatory requirements; • To anticipate and update protective measures to changes in the new world of work brought about by green, digital and organisational transitions; • To invest in staff’s convinced agreement to the Health and Safety Culture; • To promote organisational well-being. The FS Italiane Group, in being aware that the improvement of prevention passes through the sharing of experience and knowledge with its contractors, and suppliers of goods and services, with a view to a common culture of occupational health and safety, must be a promoter of “Digital Construction Sites with Zero Accidents” so that safety is the common and distinctive heritage of all the entities operating in the production units. The General Guidelines on Occupational Health and Safety, approved by the Chief People, Culture & Transformation Officer of FS SpA, apply to all FS Group companies, which are exclusively responsible for health and safety in the workplace and any decision in this area, including those of an implementation nature, and are made available through the company intranet. Guidelines and procedure for smart working management The FS Group has adopted the Guidelines for the management of Smart Working in the Ferrovie dello Stato Italiane Group, providing operational guidelines in order to ensure the application of this mode of work by the Group companies, in accordance with the organisational model adopted and the agreements formalised with the trade unions. Smart Working is applied to Companies, organisations and professional roles for which the tasks performed by the resource are compatible with this mode of work performance. This entails the assessment of the individual Group companies, which, in line with the reference regulations and the Guidelines, independently define

the organisational perimeter of application and verify the compatibility of the professional roles and duties held with respect to the performance of work in Smart Working. The Guidelines, approved by the Chief People, Culture & Transformation Officer of FS SpA, apply to all FS Group companies51 and are disclosed and made public to all relevant stakeholders through the company intranet. Physical security guidelines The safety & security guidelines define the relevant framework for the governance and management of physical security within the Ferrovie dello Stato Italiane Group, ensuring a consistent approach across all Group entities in security management processes through the following objectives: • involvement of all companies and relevant stakeholders within the broader security management process, aimed at making it a shared responsibility of all Group entities; • definition of a clear and structured security model that allows for management consistent with the Group’s broader organisational model and compliance with established internal constraints and interrelationships; • definition of a common approach to security management that facilitates coordination between law enforcement forces, railway staff and private entities involved, refining communication and cooperation protocols; • standardisation of security measures within the Group that can be adapted to various specific circumstances, ensuring a uniform level of protection; • sharing of security models, methodologies and the analysis and assessment criteria used, in order to facilitate the process of cultural dissemination and understanding of the underlying approach, and the choices made. The security function of FS SpA sets out the Group’s policies and strategic guidelines on physical security, establishing methodological guidelines for security models, and ensuring consistency with the overall organisational model and with current legislation. The Guidelines, approved by the Chief Security Officer of FS SpA, apply to all FS Group companies, and are disclosed and made public to all relevant stakeholders through the company intranet. Guidelines for cyber and information security These guidelines serve as a framework for shaping the definition and development of the Group’s strategic security decisions, the criteria for managing and

protecting critical information assets, the methods for monitoring and preventing cyber threats, and setting minimum security standards to be ensured across infrastructure, applications and services. The security function of FS SpA ensures, at Group level, the definition, governance and implementation of the Strategic Guidelines on cyber and information security, fulfilling its role by also coordinating the relevant organisational units, and ensuring the supervision and alignment of implementation processes across all companies in the Ferrovie dello Stato Italiane Group. In particular, the Strategic Guidelines set out the Group’s reference standards, vision and strategic guidance in the field of cyber and information security, outlining the general principles and criteria underpinning a unified and consistent approach to this area at Group level, with a focus on medium- to long-term decisions and overall management models. The Guidelines, approved by the Chief Security Officer of FS SpA, apply to all FS Group companies, and are disclosed and made public to all relevant stakeholders through the company intranet. Risk Management Policy The “FS Group Risk Management Policy”, an integral part of the Risk Management Framework, (i) taking into account the general guidelines laid down in the relevant national and international standards52, bestpractices on the matter and sustainability issues, (ii) in accordance with the responsibilities of management and coordination and governance of cross-cutting processes governed in the Group Governance Model, and (iii) in compliance with the roles, macro-responsibilities and system of relations defined in the “Risk” Governance Model: • lays down the reference principles for risk management; • integrates risk management into organisational processes; • defines risk governance, assigning roles and responsibilities of the risk management process and highlighting the leadership role of the BoD; • provides for relationships and information flows between the organisational unit in charge of managing the risk management process and the corporate governance and control bodies, with specific regard to the Board Committee for Control, Risks and Sustainability (or any corresponding board in Companies without such Committee), with the main stakeholders and with corporate functions. The Risk Management Policy, approved by the Chief Risk & Compliance Officer of FS SpA, applies to

51. FS Group Companies which are not included in the scope of application of the Trade Union Agreement of 26 October 2023, as part of their own organisational and production peculiarities, may incorporate the contents of the Guidelines within their organisations. 52. COSO (Committee of Sponsoring Organizations of the Treadway) Enterprise Risk Management Framework – Integrating with Strategy and Performance (2017), UNI ISO 31000:2018 Risk management – principles and guidelines, Corporate Governance Code of Borsa Italiana (2020).

Directors‘ report

159

all FS Group companies and is disclosed and made public to all relevant stakeholders through the company intranet. Anti-Corruption Policy The Ferrovie dello Stato Italiane Group is committed to preventing and combating all forms of corrupt practices in the performance of its activities, in line with the direction already taken with the adoption of the Group’s Code of Ethics and its agreement to the United Nations Global Compact, which in principle X commits companies to combat corruption in all its forms. The FS Group’s Anti-Corruption Policy, aimed at implementing the “zero tolerance for corruption” principle, unifies and integrates in a unified framework for all FS Group companies, both Italian and foreign, the rules and safeguards for preventing and combating corruption already existing in the Group, with the aim of further raising awareness of the rules and behaviours that all Recipients (including third parties outside the Group with whom professional or business relationships are established) are required to observe. The Policy approved by the Board of Directors of FS SpA, to which updates are submitted, applies to all FS Group companies and is disclosed and made public to all relevant stakeholders through the institutional website fsitaliane.it and the company intranet. The anti-corruption function set up by FS SpA has the task of submitting the Policy for review and proposing adjustments and updates with specific regard to the evolution of the business, best practices and reference legislation, or in the event of gaps or critical issues, also on the recommendation of the Supervisory Board and on the indication of the other parties in the internal control and risk management system (e.g. Internal Audit, Legal Affairs function, Ethics Committee, business units), as well as any needs received from the Group companies. Antitrust Policy The FS Group recognises the culture of integrity and, therefore, the dissemination of the values of fair competition - as a decisive and strategic element for sustainable business, committing itself to comply with the antitrust legislation in force in each of the countries in which it operates, as well as with the acts and decisions issued by the Regulatory and Competition Authorities. The FS Group provides the Regulatory and Competition Authorities with any information they may request and actively cooperates with them in the course of any investigation and pre-investigation proceedings. The Group’s commitment finds full fulfilment in an Antitrust Compliance Program. The Policy and its annexes (Manual and Code of Conduct), approved by the Chief Executive Officer of FS SpA, apply to all FS Group companies and are made available, at the onboarding stage, to both members of corporate bodies and newly-hired staff of FS Group 160

Ferrovie dello Stato Italiane Group

companies. Data Protection Framework The “management model for the protection of personal data” (Data Protection Framework) governs, within the Ferrovie dello Stato Italiane Group, the application of the “General Data Protection Regulation” (GDPR) under Regulation (EU) 2016/679 and the Personal Data Protection Code under Legislative Decree no. 196/2003, as amended and supplemented (New Privacy Code). The FS Group, as a complex organisation, carries out, for its business and operational purposes, processing of substantial personal data, in particular of employees, customers and third parties and with this awareness, it also provides within its Code of Ethics for the “protection of personal data” as a principle to be protected and pursued. It is therefore in the Group’s interest to maintain and develop the preservation and protection of personal data, considering it an obligation that goes beyond mere regulatory compliance, in order to generate that relationship of trust with the various stakeholders, which is the basis of any successful initiative. For this reason, the FS Group has adopted a management system for the protection of personal data, known as the Data Protect Framework. The Data Protection Framework, approved by the General Counsel of FS SpA, applies to all FS Group companies and is disclosed and made public to all relevant stakeholders through the institutional website fsitaliane.it and the company intranet. Whistleblowing management As reported on the website fsitaliane.it, Ferrovie dello Stato Italiane SpA has adopted a process of receipt, analysis and handling of reports (also anonymously) regarding the Company, which are sent by Third Parties or People in the FS Italiane Group. The process conforms to the regulatory amendments brought in under Legislative Decree no. 24 of 10 March 2023, implementing Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law, and laying down provisions regarding the protection of persons who report breaches of national laws (“Whistleblowing Decree”). The whistleblowing management process is an integral part of the Organisational, Management and Control Model under Legislative Decree no. 231/2001 of di FS SpA. A dedicated IT platform is available for sending and managing reports, which is a preferred channel for sending reports; it is also possible to contact the phone number +39 0682950710 with an automatic response system. FS SpA’s Subsidiaries adopt autonomous systems for managing reports. To send a report to a

Subsidiary, it is possible to consult the relevant company pages. Policy on the proper and secure use of Digital Resources The policy sets out principles and guidelines for a proper and secure management, access and use of IT equipment and digital resources. The document also provides for a system of checks and controls designed to prevent any behaviour that could damage and/ or endanger the confidentiality, security, integrity and availability of the information handled and to pursue the following objectives: • to identify the specific “tools used by the worker to perform their duties”, describing the manner in which they are used and indicating how controls are carried out with respect to their use in accordance with current provisions of law; • to protect the Company from unlawful acts and abuses implemented through the use of computer equipment and other digital resources while also preventing computer crimes and unlawful data processing that may result in administrative liability pursuant to Legislative Decree no. 231/2001; • to increase the level of security in the processing of personal data, applying the principles of data protection by design and by default; • to fulfil the obligations prescribed by the “Privacy Authority Guidelines on electronic mail and the Internet” issued by the Italian Data Protection Authority and, more generally, by the legislation governing the protection of personal data. The Policy on the proper and secure use of digital resources, approved by the Chief Technology, Innovation & Digital Officer of FS SpA, applies to all the FS Group companies and is disclosed and made public to all relevant stakeholders through the company intranet. Tax strategy In accordance with the values set out in the Code of Ethics, and recognising that proper tax management is a key factor in sustainable development, Ferrovie dello Stato Italiane SpA sets out, through the “Ferrovie dello Stato Italiane Group Tax Strategy”, the FS Group’s objective regarding tax management, and the resulting

risk appetite, and outlines the control procedures and rules of conduct to be adopted to ensure that this objective is achieved. The Tax Strategy is intended for those within the FS Group who hold executive, management or supervisory roles, and employees, as well as those who, although not belonging to the FS Group, operate on its behalf. The FS Group’s objective in managing tax exposure is to minimise risk. In line with this objective, the Group is characterised by a minimal risk appetite, adopting conduct based on the principles of prudence, legality and fairness in the interpretation of tax legislation. In order to pursue this objective, the Tax Strategy provides, amongst other things, for: • compliance with laws, regulations and all tax provisions, and a commitment to applying them consistently in accordance with both the letter and the spirit of the law; • the prior involvement of those responsible for tax matters in decision-making processes relating to business transactions; • adequate and timely information provided to management bodies regarding the tax implications of transactions of strategic importance; • adequate attention and diligence in relation to all business processes which, directly or indirectly, may give rise to tax risk, ensured also through the implementation – starting with the Parent Company and companies of significant importance – of an effective system for controlling such risk (Tax Control Framework). The FS Group establishes relationships with tax authorities based on the principles of honesty, transparency, fairness, and good faith. The FS Group’s Tax Strategy, issued by the Board of Directors of Ferrovie dello Stato Italiane SpA, which is the body that holds the ultimate responsibility for the policy and its enforcement ( “Tone at the top”), is adopted by all companies in the FS Group, following a resolution by their respective Boards of Directors, and is disclosed and made public to all relevant stakeholders through the institutional website fsitaliane. it and the company intranet.

Directors‘ report

161

Management systems In order to ensure the implementation of the policies, commitments and actions necessary for the continuous improvement of the Group’s ESG performance, FS

and the main Group companies are committed to the implementation, maintenance and certification of their Management Systems, adopted on a voluntary basis and distinguished below by operational area:

MANAGEMENT SYSTEMS

COMPANY

QUALITY ENVIRONISO 9001 MENT ISO 14001

FS Italiane Anas

HEALTH SOCIAL AND ACCOUNSAFETY TABILITY ISO 45001 UNI/PDR 125:2022 SA 8000 GENDER EQUALITY

ROAD ASSET AND TRAFFIC PROPERTY SAFETY MANAGEISO 39001 MENT ISO 55001

ANTI-BRIBERY ISO 37001

OTHER STANDARDS

UNI EN ISO 14064-1:2019 UNI EN ISO 14083:2023 UNI/PdR 74:2019

Bluferries Busitalia Campania Busitalia Rail Service Busitalia Sita Nord Busitalia Veneto Cremonesi Workshop

UNI EN 13816:2002

Ferservizi FS Logistix FS Engineering (formerly Italferrr)

UNI EN ISO 14067:2018 UNI/PdR 74:2019 UNI EN ISO 14064-1:2019

FS Park FS Sistemi Urbani Grandi Stazioni Rail Hellenic Train

UNI EN 13816:2002

Ilsa Infrarail

SRG 88088:24

Mercitalia Intermodal

UNI EN ISO 14067:2018

Mercitalia Rail Mercitalia Shunting & Terminal Netinera RFI Terminali Italia FS Treni Turistici Italiani Trenitalia Tx Logistik 162

Ferrovie dello Stato Italiane Group

UNI EN 13816:2002 UNI EN 150852:2020 UNI EN ISO 50001:2018

In the infrastructure construction phase, the FS Group assumes the role of customer, awarding the works to third-party companies. In most cases, it appoints companies within the Group to act as a technical party, in addition to, depending on the requirements and the specific type of contract, management and/or supervision of works, with the duty of directly performing, if envisaged, monitoring activities before, during and after the works,

identifying any critical issue and suitable corrective measures. In the construction sector, the Group contributes to establishing a growing awareness of environmental management, thanks to the request for the implementation of the UNI EN ISO 9001, 14001 and 45001 Management Systems to works contractors, during the execution of rail works.

Directors‘ report

163

ENVIRONMENTAL INFORMATION Disclosure pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) In its communication of 8 March 2018, the European Commission published the Sustainable Finance Action Plan (hereafter the Plan) under which it launched an ambitious global strategy on sustainable finance, describing the measures it intends to take to steer the capital market towards a sustainable, inclusive model of development in line with the commitments made under the Paris Climate Agreement. The creation of a unified classification system for sustainable activities is the most important and urgent action under the Plan since

it recognises that such redirection must be based on a common and shared understanding of the concept of environmental sustainability of activities and investments. Regulation (EU) 2020/852 (hereafter also referred to as Reg. 852) represents, in this vision, the first concrete step aimed at identifying activities that can give a substantial contribution to environmental objectives through the creation of a common language (Taxonomy), which is useful for investors to make informed choices in evaluating projects and activities with a positive impact on the climate and the environment.

Below are the environmental objectives set forth in the Taxonomy and related regulatory references: Environmental objectives

Regulatory references

1. Climate change mitigation

– Delegated Regulation (EU) 2021/2139 –Climate Delegated Act – Delegated Regulation (EU) 2021/2178 – Disclosure Delegated Act – Delegated Regulation (EU) 2022/121453 - Complementary Climate Delegated Act – Delegated Regulation (EU) 2023/248554 – Delegated Regulation (EU) 2023/2486 – Environmental Delegated Act – Delegated Regulation (EU) 2026/7355

2. Climate change adaptation 3. Transition to circular economy 4. Sustainable use of water resources 5. Pollution prevention and reduction 6. Biodiversity protection

Within the scope of the so-called “Omnibus I Package”, the European Commission introduced simplifications to the EU Taxonomy framework in 2025 under Regulation (EU) 2026/73 of 4 July 2025; as required by the new Regulation, the FS Group has chosen to continue applying the previous reporting rules for the 2025 financial year. The FS Group’s taxonomy reporting process is managed by a cross-functional working group composed of the following organisational units of FS SpA: • Sustainability Reporting, Control & Compliance: coordinates activities within the crossfunctional working group and acts as a focal point vis-à-vis Group companies;

• Administration and Financial Statements: provides support for the management and interpretation of accounting issues; • Climate & Sustainability Risk Resilience: provides support for the management and interpretation of technical issues related to climate risks and, in particular, to the Group’s climate change adaptation activities. Each Group company, which is consolidated on a line-by-line basis, has identified contact persons and functions responsible for carrying out the analysis and reporting work required by the Taxonomy process and detailed below.

53. Regulation amending Delegated Regulation (EU) 2021/2139 as regards economic activities in certain energy sectors and Delegated Regulation (EU) 2021/2178 as regards specific public disclosures for those economic activities. 54. Regulation amending Delegated Regulation (EU) 2021/2139 establishing additional technical screening criteria for determining the conditions under which certain economic activities qualify as contributing substantially to climate change mitigation or climate change adaptation and for determining whether those activities cause no significant harm to any of the other environmental objectives. 55. Regulation amending Delegated Regulation (EU) 2021/2178 as regards the simplification of the content and presentation of information to be disclosed regarding environmentally sustainable activities, and Delegated Regulations (EU) 2021/2139 and (EU) 2023/2486 as regards the simplification of certain technical screening criteria for determining whether economic activities cause no significant harm to environmental objectives.

164

Ferrovie dello Stato Italiane Group

The picture below shows the screening process for establishing the environmental sustainability of the activities.

Eligibility analysis

Environmental sustainability analysis 1

Activities presented in the delegated acts

Activity which considerably contributes to at least one of the environmental objectives

Activity which does not significantly harm the environmental objectives (DNSH)

Activity which complies with minimum social safeguard clauses

Eligibility analysis The analysis of the eligible activities was conducted by each FS Group company in order to verify that they corresponded to one or more of the activities listed in the Regulation. Specifically, screening work was carried out, including through interviews and workshops organised by the FS

5 Reporting on environmentally sustainable activities

SpA working group, concerning the comparison between: • the economic activities listed and described under the Climate Delegated Act and the Environmental Delegated Act; • the economic activities carried out by each company.

Directors‘ report

165

The table below reports the eligible activities identified for the Group and by Business Unit, broken down with respect to the Delegated Regulations: Eligible activities

Business unit

Climate Delegated Act 3. Manufacturing activities 3.3. Manufacture of low carbon technologies for transport 6. Transport 6.1. Passenger interurban rail transport 6.2. Freight rail transport 6.3. Urban and suburban transport, road passenger transport 6.6. Freight transport services by road 6.7. Inland passenger water transport 6.10. Sea and coastal freight water transport, vessels for port operations and auxiliary activities 6.11. Sea and coastal passenger water transport 6.13. Infrastructure for personal mobility and cycle logistics 6.14. Infrastructure for rail transport 6.15. Infrastructure enabling low-carbon road transport and public transport 6.15. Infrastructure enabling road transport and public transport 7. Construction and real estate activities 7.2. Renovation of existing buildings 7.3. Installation, maintenance and repair of energy efficiency equipment 7.4. Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) 7.6. Installation, maintenance and repair of renewable energy technologies 7.7. Acquisition and ownership of buildings Environmental Delegated Act 3. Construction and real estate activities 3.4. Road and motorway maintenance

Key

Rail Infrastructure

166

Road Infrastructure

National and International Passenger Transport

Ferrovie dello Stato Italiane Group

Freight Transport

Other Services

Environmental sustainability analysis Regulation (EU) 2020/852 sets out the following conditions that an economic activity must meet in order to be considered environmentally sustainable: • to contribute substantially to at least one of the six environmental objectives; • to avoid significant harm to any of the environmental objectives (DNSH - Do No Significant Harm); • to comply with minimum social safeguards56. Substantial contribution analysis Each Group company then verified, for each eligible activity, the capacity to contribute substantially to the achievement of one or more environmental objectives, also distinguishing between transition activities (activities for which there are no lower-carbon Business unit

Substantial contribution

6.14 Infrastructure for rail transport

Mitigation and adaptation: design, construction, modernisation, operation and maintenance of an electrified railway infrastructure; the infrastructure is not used for the transport or storage of fossil fuels57

6.15 Infrastructure enabling low-carbon road transport and public transport (CCM)

National and International Passenger Transport

Freight Transport

The overall analysis carried out by the Group companies, with the coordination of the working group of FS SpA, led to the identification of the following environmentally sustainable activities that passed the criteria of substantial contribution and, as reported in the following paragraph, the DNSH (Do No Significant Harm) test:

Taxonomic activity

Rail Infrastructure

Road Infrastructure

alternatives that are technologically and economically feasible but nevertheless have performance that matches the best performance in the industry and provided that they do not impede the development and diffusion of lower-emission alternatives or result in dependence on carbon-intensive assets) and enabling activities (activities that directly enable other activities to make a substantial contribution to an environmental objective).

6.15 Infrastructure enabling road transport and public transport (CCA)

Mitigation and adaptation: the infrastructure is dedicated to zero CO2 emission vehicles; the infrastructure is not used for the transport or storage of fossil fuels

3.3. Manufacture of low carbon technologies for transport

Mitigation: repair, maintenance and retrofitting of low-carbon road passenger vehicles in urban and suburban areas

6.1. Passenger interurban rail transport

Mitigation and adaptation: electric trains with zero direct (tailpipe) CO2 emissions or bimodal (hybrids) trains

6.3 Urban and suburban transport, road passenger transport

Mitigation: urban and suburban electric passenger transport services with direct zero (tailpipe) CO2 emissions or with EURO VI engine (until 31 December 2025)

6.6 Freight transport services by road

Mitigation: freight transport services by road with vehicles with direct zero (tailpipe) CO2 emissions, or vehicles classified as “zero-emission heavy-duty vehicles/low-emission heavy-duty vehicles”

6.2 Freight rail transport

Mitigation: electric trains with zero direct (tailpipe) CO2 emissions or bimodal (hybrids) trains; trains and railway wagons are not used to transport fossil fuels

6.14 Infrastructure for rail transport

Mitigation: the infrastructure and facilities are used for the transhipment of goods between modes: infrastructure and terminal superstructure for loading, unloading and transhipment of goods

56. Furthermore, it is specified that, in line with the provisions of the Operational Guide for compliance with the principle of not causing any significant harm to the environment (DNSH), as updated and attached to the State General Accounting Department’s RGS circular no. 22 of 14 May 2024, aimed at providing 57. Guidelines on the performance of control and reporting activities of the NRRP Measures, in order to be able to respond positively to the technical screening criterion regarding not causing any significant harm – “Trains and railway wagons must not be used to transport fossil fuels” -, this requirement cannot be requested of the Managers of the railway network as it has no basis in the current regulatory system of access and use of the national railway infrastructure defined under Legislative Decree no. 112/2015, which transposed the European Recast Directive and could therefore be considered discriminatory and arbitrary towards railway undertakings.

Directors‘ report

167

DNSH (Do No Significant Harm) test: To ascertain compliance with the “Do No Significant Harm” (DNSH) principle, the Group has identified, for each economic activity, and on the basis of the substantial contribution to the mitigation and adaptation objectives, the documentary evidence and sufficient elements to prove that there are no negative impacts on the remaining environmental objectives, such as, for example: • management systems and certifications (ISO14001, ISO50001, etc.);

• climate risk analysis and assessment of asset vulnerability; • environmental impact assessments (EIA); • environmental product declarations (EPD); • minimum environmental criteria (MECs) and/or other sustainability criteria included in negotiation procedures and in contracts; • waste management procedures; • carbon footprint measurement.

The table below shows, for each environmental objective and economic activity, the description of compliance with the DNSH principle: Environmental objective associated with DNSH Adaptation

Taxonomic activity

Description of compliance with DNSH principle

3.3. Manufacture of low carbon technologies for transport 6.1. Passenger interurban rail transport 6.2. Freight rail transport

Group companies carried out a Climate Risk & Vulnerability 6.3 Urban and suburban transport, Assessment, using a dedicated tool to assess the level of vulnerability road passenger transport of company assets (e.g. rolling stock, infrastructure, vehicles, buildings, etc.) to current and prospective climate threats for each eligible 6.6 Freight transport services by economic activity. road 6.14 Infrastructure for rail transport 6.15 Infrastructure enabling low-carbon road transport and public transport Mitigation

6.14 Infrastructure for rail transport 6.15 Infrastructure enabling road transport and public transport

Circular economy

3.3. Manufacture of low carbon technologies for transport

The infrastructure is not dedicated to the transport or storage of fossil fuels. In relation to the new infrastructure, Cost-Benefit Analyses are also carried out in accordance with the provisions of the Code of Contracts, as well as the projects under the National Recovery and Resilience Plan (NRRP) and the National Plan for Complementary Investments (NCP), with the aim of quantifying both the CO2 reduction due to modal redistribution and the CO2 related to the construction site phase. The Group company operating in this sector has adopted an ISO 14001:2015-certified Environmental Management System to ensure that waste management measures are taken in accordance with the waste hierarchy and aimed at preventing and minimising the environmental impacts of waste management.

6.1. Passenger interurban rail transport

The Group’s main subsidiaries have adopted an ISO 14001:2015-certified Environmental Management System to ensure that waste management measures are taken in accordance with the waste 6.2. Freight rail transport hierarchy and aimed at preventing and minimising the environmental 6.3 Urban and suburban transport, impacts of waste management. In addition, new rolling stock purchased by the Group (e.g. ETR 1000, and Rock, Blues and POP trains) is road passenger transport provided with EPD certification or recyclability report. 6.6 Freight transport services by road 6.14 Infrastructure for rail transport 6.15 Infrastructure enabling low-carbon road transport and public transport

168

Ferrovie dello Stato Italiane Group

The companies in the Group’s infrastructure sector have adopted an approach geared towards enhancing elements of the circular economy, operating according to a scale of priorities that prioritises, in order, the lesser use of resources, a circular use of resources and the prevention of waste production. Furthermore, the percentage of special waste sent for recovery by companies in the infrastructure sector is 99%.

Environmental objective associated with DNSH Pollution prevention

Taxonomic activity

Description of compliance with DNSH principle

3.3. Manufacture of low carbon technologies for transport

The Group company operating in this sector periodically carries out a chemical risk assessment which confirms compliance with Annex C to the delegated act.

6.1. Passenger interurban rail transport

Where applicable, engines for the propulsion of locomotives (RLL) and railcars (RLR) comply with the emission limits set out in Annex II to Regulation (EU) 2016/1628 of the European Parliament and of the 6.2. Freight rail transport Council. 6.3 Urban and suburban transport, Preference is given to the purchase of tyres of the highest available road passenger transport energy class. 6.6 Freight transport services by road 6.14 Infrastructure for rail transport 6.15 Infrastructure enabling low-carbon road transport and public transport Sustainable use and protection of water and marine resources

3.3. Manufacture of low carbon technologies for transport

In order to minimise noise, vibrations and emissions on construction sites and in railway operations, complying with environmental regulations, the most appropriate operational methods and mitigating actions are implemented in relation to noise, atmospheric and soil emissions, carrying out noise mapping and implementing prevention and remediation plans. The Group company operating in this sector has adopted an ISO 14001:2015-certified Environmental Management System to ensure that measures are taken to manage the use and protection of water for potentially affected water bodies.

6.1. Passenger interurban rail transport 6.2. Freight rail transport 6.3 Urban and suburban transport, Not applicable road passenger transport 6.6 Freight transport services by road 6.14 Infrastructure for rail transport 6.15 Infrastructure enabling low-carbon road transport and public transport

Protection and restoration of biodiversity and ecosystems

3.3. Manufacture of low carbon technologies for transport

For major relevant projects, the Group companies operating in the infrastructure sector provide for the preparation of studies necessary to verify whether there are possible interactions of the work with the reference environmental context, including specific analyses aimed at protecting surface and underground water during the construction and operation phases. In particular, analyses are carried out on the hydraulic and hydrogeological characteristics of the local area affected by the planned works in order to assess any possible interference during the construction and operation phases, defining any appropriate mitigation and/or improvement solutions. The Group company operating in this sector has conducted an Environmental Impact Assessment (EIA), particularly in relation to the external environmental impacts produced by the sites.

Infrastructure for personal mobility, cycling, and the installation, maintenance and repair of renewable energy technologies also contribute, residually, to the environmental sustainability of the

The companies in the Group’s infrastructure sector have adopted an approach aimed at an analysis of the reference context in terms of biodiversity. If an Environmental Impact Assessment (EIA) has been carried out, mitigation and compensation measures are implemented to protect the environment, if necessary. For sites/operations located in or near biodiversity-sensitive areas (including the Natura 2000 network of protected areas, UNESCO World Heritage sites and major biodiversity hotspots, as well as other protected areas), an appropriate assessment is conducted, where applicable, and, based on its conclusions, appropriate mitigation measures are implemented, if necessary.

Group’s activities, which can be classified under activities 6.13 and 7.6 of the Climate Delegated Act, respectively.

Directors‘ report

169

Compliance with minimum safeguards With respect to compliance with the minimum safeguards, the FS Group ensures and promotes the protection of human rights by operating in the framework of the United Nations’ Universal Declaration

of Human Rights and the International Labour Organisation’s fundamental conventions. The Group’s approach in relation to the criteria set out in the Regulation is described below:

Minimum criteria Human rights

In 2017, the Group joined the United Nations Global Compact, undertaking to comply with the 10 human rights, labour, environmental and anti-corruption principles and integrate them in its business. These principles integrate and reinforce the commitments already established in the Sustainability Policy, issued in 2019, on which the Group’s actions are based, and, among which, respect for human rights and the commitment to creating a responsible supply chain stand out. This commitment was confirmed in the Code of Ethics (which guides the Group in its relations with stakeholders).

Corruption

In conducting its business, the Group is guided by the principles of honesty, ethics and zero tolerance for corruption, as stated in the Anti-corruption Policy. As a further consolidation of this commitment, since 2017 the Group has voluntarily adopted a single self-regulatory tool for the prevention of corruption, Anti-Corruption Framework.

Tax strategy

In accordance with the values set out in the Code of Ethics, and recognising that proper tax management is a key factor in sustainable development, Ferrovie dello Stato Italiane SpA sets out, through the “Ferrovie dello Stato Italiane Group Tax Strategy” - as the cornerstone of FS’ broader tax risk control system, Tax Control Framework or TCF -, the FS Group’s objective regarding tax management, and the resulting risk appetite, and outlines the control procedures and rules of conduct to be adopted to ensure that this objective is achieved.

Legal competition

In 2019, the Group's Antitrust Policy was issued, which was the result of the Antitrust Compliance Program developed to further implement anti-trust prevention safeguards and to expand the dissemination of competition culture within Group companies and among all personnel.

For further explanations in line with the requirements of FAQ 2023/C 211/01, no. 2, concerning the relation between the minimum safeguards and the DNSH principle set out in Table 1 of Annex I to Delegated Regulation (EU) 2022/1288 supplementing the Sustainable Finance Disclosure Regulation (SFDR)58, please refer to the following paragraphs: ESRS Content Index, Own Workforce and Board of Directors of the Report on Corporate Governance and Ownership Structure. Activities related to the real estate management of assets that are not functional to railway operations (e.g. properties for sale, offices, buildings, etc.), although eligible, do not pass the technical screening criteria set out in the Regulation. The activities carried out by the Group’s other companies, which concern, for example, cross-sector and administrative, financial, security, transport and infrastructure system certification services, and the enhancement and care of historical heritage, were not considered eligible. As of 2023, the activities carried out by Anas and related to the maintenance of the road and motorway network have been considered eligible for the Circular Economy objective, under the Environmental Delegated Act; however, they cannot be considered environmentally sustainable because they do not pass the technical screening criteria set out in the Regulation. Reporting on environmentally sustainable activities Following the interviews and workshops held and based on the guidelines provided by the FS SpA working group, the Group companies reported on the KPIs required by the

Regulation through a “bottom-up”-type process structured into the following steps: • Data & Document Collection: this first phase refers to the centralised management and monitoring of the process of collecting the accounting data processed by the companies and the useful documents/ evidence for the certification of compliance with the technical screening criteria prescribed by the Regulation, both with regard to the substantial contribution to the various environmental objectives and with regard to the Do No Significant Harm (DNSH) principle. The activity of collecting data processed by the companies was managed through the use of a tool implemented on the Group’s sustainability reporting&control IT platform (ESGeo), which allows for an automatic flow of KPI accounting data (total Turnover, CapEx, OpEx to Group and to Third Parties) from the Oracle Cloud Enterprise Performance Management (EPM) system for each Group entity, which helps prevent double counting in the numerator of KPIs, and useful for eligibility and environmental sustainability analyses of the Group’s economic activities; • Data Engine & Reporting EU Taxonomy: this second phase refers to the final disclosure process, during which KPIs (Turnover, OpEx and CapEx) were determined and reported at the Group level. At this stage, an automatic flow of data from ESGeo into the three data entry forms provided by the EPM System is guaranteed, following which consolidation from the Parent Company takes place.

58. Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability‐related disclosures in the financial services sector.

170

Ferrovie dello Stato Italiane Group

In 2025, the degree of alignment of the FS Group’s economic activities with the EU Taxonomy, considering their substantial contribution to the mitigation and

adaptation objectives, in compliance with both the principle of DNSH to the other environmental objectives and the minimum safeguards, is described below.

€ millions Turnover KPI

OpEx KPI

CapEx KPI

2025

2024

Change

Eligible portion

11,919

70.8%

11,443

71.8%

476

-0.9 p.p.

- of which environmentally sustainable

10,014

59.5%

9,585

60.1%

428

-0.6 p.p

Total turnover59

16,832

884

+5.5%

Eligible portion

3,265

48.6%

3,495

53.8%

(230)

-5.1 p.p.

- of which environmentally sustainable

2,440

36.3%

2,654

40.8%

(215)

-4.5 p.p.

Total OpEx

6,714

214

+3.3%

Eligible portion

13,710

97.2%

12,769

96.1%

942

+1.2 p.p.

- of which environmentally sustainable

12,553

89.0%

11,741

88.3%

812

+0.7 p.p.

Total CapEx

14,105

812

+6.1%

Following a refinement of the methodology that determined the activities carried out by Anas to be non-environmentally sustainable for the installation of electric charging stations on the road infrastructure under operations, the Turnover and OpEx figures for 2024 have been adjusted. In 2025, there was a slight decrease in the Turnover ratios that are eligible (70.8%, -0.9 p.p.) and environmentally sustainable (59.5%, -0.6 p.p.), and a more significant reduction in the OpEx ratios that are eligible (48.6%, -5.1 p.p.) and environmentally sustainable (36.3%, -4.5 p.p.), attributable to a decline in the environmentally sustainable operating costs reported for economic activity 6.14 Railway infrastructure. Conversely, there was an increase in the share of CapEx ratios that are eligible (97.2%, +1.2 p.p.)

15,948

6,500

13,293

and environmentally sustainable (89.0%, +0.7 p.p.). In particular, the growth in the environmentally sustainable portion of the Group’s CapEx, by about 7% compared to 2024 (+€812 million), confirms the direction in which the environmentally sustainable investments that the Group plans to implement over the Business Plan period, amounting to more than 80% of all planned investments over the next decade (~€156 billion). The Group will therefore continue to pursue the economic activities described above in order to achieve its environmental goals of mitigating and adapting to climate change, through a range of green and resilient mobility solutions, capable of reducing carbon emissions in the transport sector while adapting to extreme events caused by climate change.

Below is an analysis of the 2025 values for the following types of material activities: Types of operations Railway transport

Economic activities 6.1. Passenger interurban rail transport 6.2. T Freight rail transport 3.3. Manufacture of low carbon technologies for transport

Road transport

6.3 Urban and suburban transport, road passenger transport 6.6 Freight transport services by road

Railway infrastructure

6.14 Infrastructure for rail transport

Road infrastructure

6.15 Infrastructure enabling low-carbon road transport and public transport 6.7. Inland passenger water transport

Other activities – Real estate and maritime transport

6.10. Sea and coastal freight water transport, vessels for port operations and auxiliary activities 6.11. Sea and coastal passenger water transport 7. Construction and real estate activities

59. Turnover KPI was determined as the ratio of the share of operating revenues from services or products originating from economic activities aligned with taxonomy to total operating revenues in the consolidated financial statements (consolidated balance sheet item “Revenues from sales and services”). Revenues from products and services associated with economic activities adapted to climate change are not included in the numerator of the Turnover KPI.

Directors‘ report

171

Eligible 70.8%

Non-eligible 29.2%

Eco-sustainable 59.5%

Total Turnover (mln €) 16,832

With regard to the operating costs60 defined in Annex I of the Delegated Act, Art. 8, about 36% is attributable to environmentally sustainable activities. The activities relating to railway infrastructure and rail transport contribute approximately 12% and 15.8%, respectively (compared to 16% and 15.6% last year), road infrastructure accounts for about 8.1%, road transport for 0.5% and, residually, other real estate activities also contribute to the environmentally sustainable portion.

Non-eligible 2.8% Eligible 9.2%

Total CapEx (mln €) 14,105

Eco-sustainable 89%

In 2025, approximately 60% of the Group revenue was generated from environmentally sustainable activities, with rail passenger and freight transport activities (44.1%), and railway infrastructure operation (10.7%), contributing the most to this percentage. Road transport contributed approximately 4.7%, showing an increase of more than 40% compared to the 2024 figure (+€239 million). The numerator of the Turnover KPI does not include revenue from products and services associated with economic activities adapted to climate change.

Eligible 48.6%

Total OpEx (mln €) 6,714

Non-eligible 51.4%

Eco-sustainable 36.3%

89% of the Group’s capital expenditure is for investments in environmentally sustainable activities, demonstrating its commitment to developing a sustainable mobility system. 74.2% of aligned CapEx relates to the operation of the railway infrastructure (+€773 million on 2024) while approximately 13.1% relates to railway transport and the remainder (roughly 1.7%) relates to road transport and other real estate activities. If we also consider Anas SpA’s technical capital expenditure contributing to climate change adaptation (falling within the scope of IFRIC 1261), the portion of environmentally sustainable capital expenditure would increase by approximately €547 million.

60. Non-capitalised direct costs related to research and development, building renovation measures, short-term lease, maintenance and repair, as well as any other direct expenses related to the day-to-day maintenance of property, plant and equipment, either by the company or by third parties to whom such tasks are outsourced, necessary to ensure the continuous and effective operation of such assets. 61. For more details regarding the application of the accounting standard, please refer to the Notes to the Consolidated Financial Statements.

172

Ferrovie dello Stato Italiane Group

Below is an analysis, for each taxonomic KPI, concerning the contribution that each business unit makes to the Group’s environmentally sustainable share62. Environmentally sustainable turnover Contribution to the Group (€ millions)

2025

2024

Percentage point change (p.p.)

Railway Infrastructure

1,796

10.7%

1,632

10.2%

+0.4

Road Infrastructure

0.5

≈0%

National and International Passenger Transport

7,440

44.2%

7,073

44.3%

-0.1

Freight Transport

777

4.6%

881

5.5%

-0.9

Other Services

≈0

≈0%

≈0

≈0%

10,014

59.5%

9,585

60.1%

-0.6

2024

Percentage point change (p.p.)

Total Group

Environmentally sustainable OpEx Contribution to the Group (€ millions)

2025

Railway Infrastructure

796

11.9%

1,039

16.0%

-4.1

Road Infrastructure

547

8.1%

549

8.5%

-0.4

National and International Passenger Transport

969

14.4%

926

14.2%

+0.2

Freight Transport

128

1.9%

140

2.1%

-0.2

Other Services

≈0

≈0%

≈0

≈0%

2,440

36.3%

2,654

40.8%

-4.5

2024

Percentage point change (p.p.)

Total Group

Environmentally sustainable CapEx Contribution to the Group (€ millions) Railway Infrastructure

2025 10,462

74.2%

9,688

72.9%

+1.3

1,889

13.4%

1,888

14.2%

-0.8

Freight transport

201

1.4%

164

1.2%

+0.2

Other services

≈0%

12,553

89.0%

11,741

88.3%

+0.7

Road Infrastructure National and International Passenger Transport

Total Group

An analysis of the contributions of the business sectors to the Group’s consolidated values shows an increase in the share of environmentally sustainable CapEx, both in absolute and relative terms, mainly due to the

green investments implemented on electrified railway infrastructure, by the railway Infrastructure sector, and the fleet renewal campaigns of the Passenger Business Unit.

62. Taxonomic activities across multiple Group companies have been included in the most relevant Business Sector.

Directors‘ report

173

ESRS E1 – CLIMATE CHANGE Material ESRS sub-topics

Climate change adaptation Climate change mitigation Energy Management policies and tools • Sustainability Policy • Environmental Policy • Management systems

Governance ESRS 2 GOV-3 – Integration of sustainability-related performance in incentive schemes For any information on the integration of sustainabilityrelated performance in incentive schemes, please refer to the paragraph on ESG and Sustainability issues of the Report on corporate governance and ownership structure. Strategy ESRS E1-1 - Transition plan for climate change mitigation The FS Group’s Climate & Energy Transition Plan (CETP) is the main planning tool for the company strategy for energy transition and the mitigation of climate change. The document outlines an energy and climate transition programme, which is aligned to the new European sustainability standards and the targets under the Paris Agreement63. The Group’s decarbonisation targets, already validated by the Science-Based Target initiative (SBTi), are in fact aligned to the scenario of avoiding or sustaining a limited overshoot, as set out in the Intergovernmental Panel on Climate Change (IPCC) special report on the impacts of global warming of 1.5 °C. In referring to the key performance indicators of capital expenditure (CapEx) aligned with taxonomy under Regulation (EU) 2020/852, 89% of the Group’s CapEx is for investments that contribute to the environmental objectives relating to climate change mitigation, a figure to be analysed in the broader context of the environmentally sustainable investments that the Group plans to implement over the Business Plan period, amounting to over 80% of all planned investments over the next decade - confirming the Group’s commitment to offering green and resilient mobility solutions, capable of reducing carbon emissions from the transport sector while adapting to extreme events caused by climate change. With regard to the decarbonisation plan, the FS Group

is committed to achieving climate neutrality (NetZero) by 2040, a decade ahead of the deadlines set by the European Union. The ambition (previously referred to as the target) is to achieve net-zero greenhouse gas emissions across the entire value chain, including Scope 1, Scope 2, and Scope 3 emissions. The main Group initiatives with an expected positive impact on the reduction of Scope 1 and 2 emissions can be attributed to six main decarbonisation levers: energy efficiency in transport, energy efficiency of buildings and related fixed installations, the production and supply from renewable sources, green procurement, stakeholder engagement, reuse of materials, and circular economy. First, the FS Group is committed to the electrification of the rail network and fleets, expanding the electricpowered network and gradually replacing trains and other fossil fuel vehicles with electric or hybrid means of transport. Furthermore, the FS Group aims to introduce alternative fuels for transport services, such as HVO (Hydrotreated Vegetable Oil) and other low-carbon fuels for vehicles operating on rail lines that cannot be electrified. In parallel, it is adopting innovative technologies to optimise energy management and improve vehicle operational efficiency. Another area of focus concerns the energy efficiency of buildings, including stations, depots, workshops and offices, and related facilities. In 2025, the FS Group made a strategic shift in its energy policy by establishing the newco FS Energy to accelerate the transition towards a more sustainable, resilient, and competitive energy management model. FS Energy was created in response to a global scenario marked by geopolitical crises, market volatility, and growing pressure on environmental and social balances. The new company will focus primarily on energy management, energy efficiency, and the development of PV plants. The goal is to achieve, by 2030, an annual production of 730 GWh from renewable energy sources, and a PPA supply of 670 GWh/year for railway traction, and 360 GWh/ year for non-traction uses. Particular attention is focused

63. The FS Group is excluded from the EU benchmarks aligned with the Paris Agreement.

174

Ferrovie dello Stato Italiane Group

on plants directly connected to railway traction. The development of PV plants, in particular, involves the construction of in-house facilities (both for traction and other uses), the acquisition of third-party PV plants, the execution of Power Purchase Agreements (PPAs), and the construction of co-developed plants. In 2025, the first public tender in Italy was awarded for the longterm supply of electricity from renewable sources for uses not strictly related to train traction. The tender, valued at €204.2 million, involves the purchase at a fixed price of 275 GWh per year, divided into five lots. For further information regarding the newco FS Energy, please refer to the section on 5. Main events. Furthermore, the FS Group recognises the crucial importance of sustainable procurement management to reduce environmental impacts throughout the supply chain, including the most critical sectors, such as the production of carbon-intensive materials, and those associated with the supply of consumer goods and services and first- and last-mile logistics. Railway construction sites, in particular, are the Group’s largest contributor of Scope 3 emissions, mainly due to the intensive use of construction materials such as steel and concrete. The Group is therefore committed to promoting contractors’ adoption of materials and technologies with low environmental impact, using more efficient machinery powered by renewable energy sources, incentivising innovative production processes that reduce carbon intensity, optimising transport and materials handling, and promoting the use of electric or advanced biofuel-powered vehicles. The FS Group identifies potential “locked-in” GHG emissions from the company’s key products and assets corresponding to emissions related to transport infrastructure and services, which represent a significant share for the achievement of climate-altering emission reduction targets, since their abatement depends on exogenous and endogenous factors, which are also related to industrial production and traffic forecasts for the delivery of mobility services. In particular, an analysis was conducted of the Group’s primary Scopes 1, 2, and 3 emissions using a locationbased approach, which made it possible to identify the main locked-in GHG emissions: • use of materials on rail and road construction sites: materials used for the construction of rail and road infrastructure, such as cement and steel, have a considerable carbon footprint on average, especially in the production and transport phases. Locked-in emissions that are unavoidable in the short

to medium term, regardless of efforts to reduce the specific emission impact during the procurement phase; • diesel fuel and electricity generated from fossil fuels used by third parties in the operation of railway infrastructure: the energy consumption of third-party railway undertakings operating on the RFI network may be linked to the use of fossil fuels; • upstream energy supply activities: that is, activities related to fuels and energy prior to energy generation and consumption; • land use for infrastructure construction: the occupation of natural land by new railway and road infrastructure results in climate-changing emissions that can be mitigated but not entirely eliminated; • marine diesel fuel: the diesel fuel used for maritime and lake transport generates emissions that are difficult to eliminate; • electricity generated from fossil fuels: although the electricity generation mix is decreasing, it is considered that a share of electricity consumption linked to the use of fossil fuels will be difficult to eliminate. It should be noted how the FS Group is excluded from the EU benchmark indices aligned with the Paris Agreement, with reference to Article 12, paragraph 1, letters (d) to (g), and paragraph 2 of Commission Delegated Regulation (EU) 2020/1818 (Climate Benchmark Regulation). The CETP is integrated into the Group’s strategic planning process, representing a detailed view of climate change mitigation issues, with information processed on the basis of the company data and initiatives approved in the Strategic Plan 2026-2030. This approach ensures that the CETP guides future strategic planning processes, serving as a verification tool to ensure consistency between planned activities and decarbonisation targets. As at the date of this document, the CETP had not yet been formally approved by administrative, management, and supervisory bodies. In the implementation of the transition plan, the company’s progress in 2025 included: a review of the decarbonisation roadmap, increased awareness of the challenges to achieving long-term goals, a review of decarbonisation levers, an analysis of emissions reduction, the characterisation of transition scenarios, and the incorporation of an assessment of the impacts of climate change on water resources.

Directors‘ report

175

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model(s) The FS Group operates within a broad and complex network of mobility infrastructure and services, and is committed to addressing the impacts of climate change. For this reason, one of the objectives of the Strategic Plan is to gradually strengthen resilience to climate-related risks, thereby ensuring operational continuity, safety, and reliability of services even in a changing climate scenario while simultaneously supporting the transition to a low-emission economy. To ensure the resilience of the business strategy and model, the Group adopts a consistent approach and assumptions, which allow for the preparation of periodic climate risk assessments that are comparable across companies while preserving corporate independence, in line with the “FS Italiane Group Governance Model”, which defines the operational, organisational, managerial, administrative, and accounting autonomy, including with respect to risk control and management, for the lead companies of Business Units, the direct subsidiaries of FS, and other Group companies. On this basis, the Holding Company defines the methodological framework (evaluation metrics, taxonomies, assessment tools, climate scenarios, etc.) while the Companies are responsible for and independently identify and assess their own risks, ensuring alignment with the specific nature of their business, and the adoption of measures that guarantee its resilience. At the same time, Group companies implement public and market-based financing programs, ensuring continuous access to funding sources (e.g., through transactions aligned with the European taxonomy), and directing their investments in line with the decarbonisation programme defined by the Climate & Energy Transition Plan (e.g., investments in fleet renewal). The Group develops sustainable, mitigating, and resilient (climate-proofing) infrastructure projects designed to mitigate risks, ensure

176

Ferrovie dello Stato Italiane Group

long-term operational stability, and contribute to the decarbonisation process. In this context, the Group also considers high-emission climate scenarios to identify potential risks, such as extreme weather events, or sea-level rise, in order to incorporate the uncertainty inherent in climate dynamics, such as the emergence of phenomena that could have an impact on infrastructure and services. The analysis, as a whole, covers short-, medium-, and long-term time horizons (2026, 2030, and 2050), and the expected climate trends were examined through scenario analysis: • for physical risks, based on Representative Concentration Pathways (RCPs) defined by the Intergovernmental Panel on Climate Change (IPCC), with specific regard to two global-scale projections, RCP 4.5 (“Middle of the road”) and RCP 8.5 (“Business-as-usual”), the latter consistent with a high-emissions scenario; • for transition risks and opportunities, based on the NDCs - Nationally Determined Contributions (“Middle of the road”) and Net Zero (“Aggressive Mitigation”) scenarios of the NGFS (Network For Greening the Financial System), the latter in line with limiting global warming to 1.5 °C. The section below provides further details regarding the process followed by the Group and the results of these analyses. Management of impacts, risks, and opportunities ESRS 2 IRO-1 - Description of the processes to identify and assess material impacts, risks, and opportunities The process of identifying and assessing climaterelated impacts, risks, and opportunities, and how the respective interests and views are taken into account in the strategy and business model, are described in the paragraph on Stakeholder management and double materiality process. The climate-related risks and opportunities identified as material are reported below.

With regard to physical risks arising from climate change, which may be caused by events (acute risks) or by longer-term shifts in climatic phenomena (chronic risks), the table below outlines the climate hazards of Physical risks

Nature of the risk

greatest materiality from a financial and economic perspective in the medium term, along with their breakdown by Business Unit:

Climate hazards Wildfire Heat wave Storm (including blizzards, dust and sandstorms) Tornado

Extreme weather/climatic Acute events

Heavy precipitation (rain, hail, snow/ice) Flood (costal, fluvial, pluvial, ground water) Landslide Subsidence Avalanche Changing precipitation patterns and types Sea level rise

Chronic climate change

Chronic

Precipitation or hydrological variability Coastal erosion Soil erosion

Key

Rail Infrastructure

Road Infrastructure

National and International Passenger Transport

Freight Transport

Other Services

Specifically, the 28 climate hazards defined in Commission Delegated Regulation (EU) 2021/2139 of 4 June 2021 (Appendix A - Annex 2)64 were considered, in addition to an assessment covering 34 categories of assets that are potentially exposed to physical climate risk, pertaining to own operations of the Group’s main businesses (Infrastructure – Railways Business Unit; Infrastructure – Roads Business Unit; Transport – Freight Business Unit; and Transport – Passengers Business Unit). For each exposed asset, the vulnerability (understood as sensitivity net of adaptive capacity) and the potential economic and financial impact to changing prospective climate conditions identified by the high-emission scenario was assessed

in relation to 3 potential categories of impact (damage with service disruption, damage without service disruption, and service disruption without damage). Based on the consolidation of scenario analyses aimed at assessing the potential impacts on the various businesses, conducted under a high-emission climate scenario (RCP 8.5), the main physical climate hazards at the Group level were identified, in terms of both economic and financial impacts. For each identified hazard, the table above illustrates the potential exposure of the Lead companies of the Business Units, with regard to possible financial and/or economic impacts. The process of identifying and assessing physical risks in the Climate Risk Assessment is based on a

64. Temperature-related: changing temperature, heat stress, temperature variability, permafrost thawing, heat wave, cold wave/frost, wildfire. Wind-related: changing wind patterns, cyclone, hurricane, typhoon, storm (including blizzards, dust and sandstorms), tornado. Water-related: changing precipitation patterns and types, precipitation or hydrological variability, ocean acidification, saline intrusion, sea level rise, water stress, drought, heavy precipitation (rain, hail, snow/ice), flood (costal, fluvial, pluvial, ground water), glacial lake outburst. Solid mass-related: coastal erosion, soil degradation, soil erosion, solifluction, avalanche, landslide, subsidence.

Directors‘ report

177

consistent and synergistic approach across the Group’s various activities, with distinct roles between the FS Holding Company and the Group companies, and is inspired by internationally recognised best practices (e.g., the Task Force on Climate-related Financial Disclosures—TCFD). The operational process is inspired by the Adaptation Support Tool of the EU Climate-Adapt platform, which provides in summary: • definition of a methodological approach, through the adoption of assessment tools, guidelines, and standardised climate data at the Group level for both operational and regulatory climate reporting analyses; • identification and assessment of vulnerabilities and risks on a qualitative scale, through the identification of hazards and assets exposed to such climate risks under the RCP 4.5 climate scenario, in the short term (1 year) and medium term (2030), and subsequent definition of adaptation solutions and an investment plan (CAPEX plan), which also complies with Regulation (EU) 2020/852; • assessment of the economic (EBITDA) and financial (NIC) impacts of climate risks on the Group’s assets and businesses, through scenario analysis based on high-emission assumptions (RCP 8.5), over the medium (2030) and long-term (2050) time horizons. This analytical process therefore guides the identification of specific measures that constitute the Group’s adaptation solutions, structured around four pillars: 1. climate impact assessment: to acquire the knowledge and capabilities needed to evaluate

178

Ferrovie dello Stato Italiane Group

the vulnerabilities of climate-exposed assets and services and the resulting risk in the medium and long term; 2. monitoring technology: to adopt technologies for monitoring climate phenomena, infrastructure, the territories in which they are located, and critical assets; 3. adaptation measures: for the planning and implementation of risk mitigation actions to reduce vulnerabilities affecting assets (grey actions or green/nature-based actions); 4. climate-proof design: to develop methods for analysing climate change in new infrastructure projects so that they are inherently climate-adapted (resilient and mitigating). Within these four pillars, adaptation actions can be “soft,” meaning non-structural activities preparatory to the implementation of structural interventions and the improvement of knowledge, or “non-soft,” meaning structural and material (grey) or nature-based (green) interventions aimed at improvement and adaptation to climate change. The Group also identified climate-related transition events, and the table below outlines the material risks and opportunities, mapping these risk events against the critical factors identified for the implementation of the Climate & Energy Transition Plan which may adversely affect the Group’s ability to reduce its emissions and keep the transition plan on track were analysed, particularly with respect to changing market dynamics, value chain, and energy policies.

Transition Event

Nature

Critical factors Climate & energy transition plan

Transition risks Unfavourable or late acts/measures Changes in legislation, regulations and standards Critical issues in defining or applying contractual clauses

Legal/political

Critical issues in the definition, implementation or updating of adaptation or transition plans Critical issues in the definition, implementation and updating of the commercial offer (products, services, pricing) Dependence on key suppliers or contractors

Market

Inadequate performance of suppliers or contractors Inflationary scenario and price increases Transition opportunities New forms of public grants and funds

Legal/political

Expansion of offerings through partnerships Diversification of critical suppliers or contractors

Market

Adoption of a damage prevention system Climate-proof design, implementation and development Scouting, design, development and implementation of innovative solutions Active, leadership and advocacy role

Technology Reputation

Key Factor 1 External factors: energy, policies and value chain

Factor 2 Complexity of decarbonisation initiatives

Factor 1 - External factors: energy, policies and value chain The achievement of the Group’s Net-Zero targets depends on the availability of large-scale renewable energy (national energy mix) and a stable and favourable regulatory environment. The Group’s progress towards decarbonisation is linked to investments in clean energy infrastructure, in line with possible changes in national and European energy policies. Reducing Scope 3 emissions represents one of the FS Group’s most complex challenges. Much of these emissions are related to the activities of external suppliers and partners along the value chain, and their ability to implement decarbonisation solutions as quickly and ambitiously as the Group. Furthermore, the achievement of Net-Zero targets is conditional on the monitoring and verification of emissions data along the value chain, through the adoption of sustainable and transparent practices by suppliers. Increasing the self-production of renewable energy, through the plan to install photovoltaic plants, is crucial

Factor 3 Evolution of traffic volumes

Factor 4 Group perimeter evolution

to ensure a stable and sustainable energy supply, and thus protect against market risks related to the adoption of instruments such as Guarantees of Origin (GOs) and Power Purchase Agreements (PPAs), where applicable, or more generally to the vulnerability related to the national energy mix. Factor 2 - Complexity of decarbonisation initiatives The success of the decarbonisation plan depends on the timely implementation of the planned initiatives, such as the adoption of electric traction systems or alternative fuels (HVO, hydrogen, etc.), the reduction of energy consumption of plants and the expansion of self-production and self-consumption of energy from photovoltaics. Therefore, continuous monitoring of implementation times, installation costs and regulatory/administrative developments related to such projects is essential. In this sense, it is strategic to work on strengthening coordination with the stakeholders involved, creating new investment opportunities, synergies and Directors‘ report

179

common benefits between Group entities (e.g. grid electrification and the installation of photovoltaic systems). Factor 3 - Evolution of traffic volumes A crucial factor to be managed for the success of the decarbonisation plan is the change in transport volumes resulting from an update of the FS Group’s commercial offer on a like-for-like basis. In particular, it is crucial that supply adjustments to the possible growing demand for services are supported by low-emission products and services. Factor 4 - Group perimeter evolution Organisational and corporate changes, such as the introduction of new processes or structural changes to existing processes, need to be planned in line with the objectives of the decarbonisation plan, ensuring continuous coordination and alignment between the different corporate functions. Based on the characterisation of the Net Zero reference scenario for climate mitigation, aligned with limiting global temperature rise to +1.5°C, a simulation was conducted on the roadmap for decarbonising locationbased Scopes 1 and 2 emissions based on changes in external factors (first area of uncertainty), represented by the most significant emissions variable for the Ferrovie dello Stato Italiane Group, namely the emissions factor linked to electricity generation. According to the NGFS (Network for Greening the Financial System) Net Zero scenario, the expected reduction in emissions from electricity generation would facilitate the achievement of the 2030 target by reducing the emission impact by approximately 0.1 MtCO2e, compared to the roadmap assessed based on the evolution of emission factors aligned with the NDCs (Nationally Determined Contributions) scenario, which aims to limit the temperature increase to within +2.3°C. ESRS E1-2 – Policies related to climate change mitigation and adaptation The FS Group has adopted a “Sustainability Policy” to manage any material impacts, risks and opportunities related to climate change mitigation and adaptation. In addition, the FS Group has adopted a specific “Environmental Policy” in accordance with the Group’s Sustainability strategies and with a view to continuous improvement of its environmental performance. With regard to climate change mitigation, as described above, the FS Group also defined the Climate & Energy Transition Plan; on the other hand, with regard to climate change adaptation, which is an imperative priority to cope with increasingly severe and frequent extreme and chronic climate events, a plan has been defined for responding to physical risks resulting from 180

Ferrovie dello Stato Italiane Group

climate change, based on four areas of actions: • vulnerability assessment of assets and territories; • real-time monitoring of climate phenomena, assets and territories; • planning of specific adaptation actions by assets; • design and implementation of natively climate-proof assets. • With specific regard to real-time monitoring, the FS Group is working on: • innovative techniques for forecasting particularly adverse weather events through forecasting platforms that exploit a network of sensors spread throughout the country. In order to prevent situations of particular alert and more generally improve the quality standards of the railway infrastructure, a campaign is being carried out to install rainfall, hydrometric and radar sensors that will allow the optimisation of the forecasting phase and related warnings on the management of railway operations during an event and/or alert; • innovative projects for structural monitoring of works of art through the installation of sensors aimed at refining the ability to forecast extreme events. With regard to the design and implementation of natively climate-proof assets, climate adaptation practices are being included within design manuals (adaptation by design). Specifically, the manuals will contain criteria for implementing adaptation measures and a set of solutions to be provided for different types of assets and hazards. ESRS E1-3 - Actions and resources in relation to climate change policies ESRS E1-4 – Targets related to climate change mitigation and adaptation ESRS 2 GOV-4 – Statement on due diligence As part of the updating of the Sustainability Plan, the FS Group has strengthened its commitment to combating climate change by redefining its ambitions, targets, and strategies for mitigating and adapting to climate risks, in line with the Climate & Energy Transition Plan (CETP). As described in the paragraph ESRS E1-1 – Transition plan for climate change mitigation, the CETP includes all major actions that contribute to the reduction of climatealtering emissions, for an assessment of the alignment of the FS Group’s roadmap with decarbonisation targets. The transition plan includes a number of investments that contribute to the climate change mitigation goal, supported by a combination of funding sources, including funds under the NRRP, reinvestment of profits, service contracts, sustainable debt instruments such as green bonds, and any other forms of public and private financing. The FS Group has set targets to support its climate change mitigation and adaptation policies and to address material climate-related impacts, risks and

opportunities. The ambition is to achieve net zero emissions, or “Net Zero”, by 2040, which consists of a reduction of at least 90% in greenhouse gas emissions in tons of CO2 equivalent from 2019 base year levels, with a commitment to offsetting neutralising remaining emissions. The Group has confirmed the interim targets for 2030, compared to the 2019 base year: • 50% reduction in Scope 1 and Scope 2 emissions; • 30% reduction in Scope 3 emissions (related to the value chain). The Group’s decarbonisation strategy was further strengthened through adherence to the Science-Based Target initiative (SBTi) standards, which from 2024 validated emission reduction targets to 2030 and 2040, reinforcing the credibility and concreteness of the Group’s commitments on climate change mitigation. The climate-altering emission reduction targets therefore have a scientific basis. For the Net Zero target, the “cross-sector pathway” defined by SBTi standards, a “one-size-fits-all” decarbonisation programme designed to drive the reduction of greenhouse gas emissions. For Scope 1 and 2 emission reductions, the targets are in line with limiting global warming to 1.5°C. For Scope 3 emission reductions, the target to 2040 is also in line with limiting temperatures to 1.5°C, while the target to 2030 is aligned with the “Well Below 2°C” scenario. It should be noted that SBTi’s sectoral standards for target

setting were not adopted, as they were not available at the time of target setting. Monitoring of emissions and climate mitigation actions is the subject of the transition plan, in which transition risks are assessed to account for potential future developments, against which a resilience analysis was performed. In its transition plan, the Group has identified and quantified the main contributions to achieving the Scope 1 and 2 emissions reduction targets of 50% by 2030. In particular, for the achievement of the target, the production and use of energy from renewable sources will contribute, with specific reference to the initiative of self-production from PV plants, for a reduction of about 0.1 MtCO2e; energy efficiency of transport and energy efficiency of buildings and fixed installations will contribute in total to a reduction of about 0.2 MtCO2e, generating a positive effect on the change in the energy mix that will result in a further reduction of about 1.0 MtCO2e. The transition plan also sets a target of reducing Scope 3 emissions by 30% by 2030, with all decarbonisation measures contributing to this goal. With regard to the production and use of energy from renewable sources, the targets have been revised and broken down into the direct construction of RES facilities and management/contractual initiatives (e.g., PPAs) to cover both traction and non-traction needs, allowing for more specific targets and greater flexibility while maintaining the same expected total volumes.

Directors‘ report

181

Below are actions implemented and/or planned to manage impacts – both positive and negative, actual and potential - and address risks and opportunities, as well as achieve goals and objectives of related policies.

Target

Value and base year

Status

Energy efficiency of transport: · Electrification of the railway network · Replacing fleets with more efficient models (rail, road, and ship) · Optimising the efficiency of vehicles and operations · Adding alternative fuels for traction (rail, road) · Energy consumption management Production and use of energy from renewable sources: · Installing new PV systems · Signing PPAs (Power Purchase Agreements) · Utilising GOs (Guarantees of Origin) for direct electricity consumption · Using renewable biofuels (rail, road) Energy efficiency of buildings and fixed installations: · Improving the energy efficiency of buildings, workshops, and stations through upgrades to lighting and HVAC systems

-50% of locationbased scope 1 and 2 emissions by 2030

2,557,692 tCO2e (2019 base year)

In 13.9% compared to progress 2019 (2,201,199 tCO2e)

Green Procurement: · Including carbon footprint criteria in tender specifications for high-carbon materials Stakeholder engagement: · Monitoring ESG performance of suppliers · Managing and optimising third-party logistics services · Waste reduction through sensors and IoT, and efficient maintenance Reuse of materials and circular economy: · Material recovery and recycling at construction sites to reduce the impact of embodied carbon

-30% of Scope 3 emissions by 2030

4,989,079 tCO2e In +26.2% compared (boundary for target progress to 2019 for the 2040) target to 2040 (6,294,402 tCO2e) 3,672,632 tCO2e +40.3% compared (boundary for target to 2019 for target to 2030) 2030 (5,152,189 tCO2e) (2019 base year)

Production and use of energy from renewable sources: · Installation of renewable energy systems from a “prosumer” perspective · Execution of PPAs (Power Purchase Agreements)

730 GWh/year of production from RESs to 2030

N.A.

In N.A. progress

670 GWh/year RES consumption via PPAs for rail traction to 2030

N.A.

To be started

360 GWh/year RES consumption via PPAs for nontraction uses to 2030

N.A.

In N.A. progress

Modal shift: · Contributing to modal shift (passenger and freight) and increasing intermodal transport

30 Milioni di tCO2e evitate nel periodo 2025 2029

N.A.

In N.A. progress monitoring from 2025

· Guidelines for climate scenarios · Guidelines for how climate scenarios can be used for the purpose of developing adaptation plans

Platform for climate risk analyses by 2027

N.A.

In N.A. progress

Levers and Actions

182

Ferrovie dello Stato Italiane Group

Scope

Results 2024

N.A.

Key FS Group

Results 2025

SDGs (Agenda 2030)

Value chain

Infrastructure Railways

Infrastructure Roads

Transport Passengers

Transport Freight

Other services

Contribution to SDGs

Methodological notes

-26.9% compared to 2019 (1,869,944 tCO2e)

3 7 12 13

GHG emission reduction targets are gross; therefore, no GHG removals, carbon credits, or avoided emissions are included among the means to achieve them. The 2019 base year defined for the 2030 and 2040 location-based Scope 1+2 target does not consider emissions from land use, and fugitive losses of refrigerant gases and sulphur hexafluoride. Emissions for the 2019 base year do not account for the impacts of companies that joined the organisational perimeter after 2019, and are also calculated by using a methodology that considers emission Factors from year N-2 relative to the reporting year N, unlike the emissions for 2024 and 2025, which consider emission Factors relating to year N-1. In referring to the key performance indicators for capital expenditure (CapEx) aligned with taxonomy pursuant to Regulation (EU) 2020/852, 89% of the Group’s CapEx is allocated to investments that contribute to environmental objectives related to climate change, a figure to be analysed within the broader context of the environmentally sustainable investments the Group plans to implement over the term of the Industrial Plan, amounting to over 80% of all investments planned for the next decade - confirming the Group’s commitment to offering green and resilient mobility solutions capable of reducing carbon emissions in the transport sector while adapting to extreme events caused by climate change.

+43.2% compared to 2019 for the target to 2040 (7,145,956 tCO2e)

3 7 12 13

The 2030 target for Scope 3 covers only emissions from RFI construction sites (part of Cat. 2), Cat. 3 (“well-to-tank”), upstream transport of materials from construction sites (part of Cat. 4), and the use of the RFI network by railway undertakings outside the FS Group (Cat. 11). As of 2019, the calculated figure is 3,672,632 tCO2e, accounting for approximately 72.7% of the FS Group’s total Scope 3 emissions in 2019. The 2040 target for Scope 3 covers material emissions from Categories 1, 2, 3, 4, and 11, amounting to 4,989,079 tCO2e, 98.7% of the FS Group’s total Scope 3 emissions in 2019. The 2025 emission figure (7,145,956 tCO2e) used to calculate progress towards the 2040 target considers Scope 3 categories of emissions deemed material, namely Categories 1, 2, 3, 4, and 11. The 2025 emission figure (5,956,774 tCO2e) used to calculate progress towards the 2030 target considers the following Scope 3 categories: emissions from RFI construction sites (part of Cat. 2), Cat. 3, upstream transport of materials from construction sites (part of Cat. 4), and Cat. 11. Emissions for the 2019 base year do not account for the impacts of companies that joined the organisational perimeter after 2019 and are also calculated by using a methodology that considers emission Factors referring to year N-2 relative to the reporting year N, unlike the emissions for 2024 and 2025, which use emission Factors from year N-1.

+62.2% compared to 2019 for the target to 2030 (5,956,774 tCO2e)

6.3 GWh

3 7 12 13

N.A. monitoring from 2026

The value of consumption from RESs via PPAs for non-traction uses, equal to 66.4 GWh, refers to the fourth quarter (October–December 2025).

66.4 GWh

6.828 million tCO2e

3 7 12 13

The calculation of “Avoided Emissions – Emission difference: FS Group Transport vs. Road transport” is based on an estimate derived from a comparative assessment between: – emissions from public rail and road transport calculated with reference to the FS Group, compared to the corresponding emissions that would have occurred in an alternative scenario with private car use, with reference to passenger traffic; - emissions from rail freight transport calculated with reference to the FS Group, compared to the corresponding emissions that would have occurred in an alternative scenario with heavy-duty commercial vehicle use, with regard to freight transport. Sources: EIB Project Carbon Footprint Methodologies, 2020. To calculate the Group’s emission intensity factors, impacts of Scope 1 and Scope 2 were considered with respect to the units of traffic transported. For Scope 2 emissions, the location-based approach and emission factors from year N-1 were used.

N.A.

11 13

Directors‘ report

183

Metrics ESRS E1-5 – Energy consumption and mix With regard to its own operations, the FS Group’s total energy consumption for the year 2025 was 7,857,105 MWh, disaggregated as follows in terms of energy consumption and mix: Energy consumption and mix*

2025

2024

Change

Fuel consumption from coal and coal products (MWh)

Fuel consumption from crude oil and petroleum products (MWh)

1,559,157

1,446,882

112,275

7.8%

Fuel consumption from natural gas (MWh)

276,849

266,332

10,516

3.9%

Fuel consumption from other non-renewable sources (MWh)

Consumption of electricity, heat, steam and cooling from fossil sources, purchased or acquired (MWh)

4,143,268

4,575,073

(431,804)

-9.4%

Total energy consumption from fossil sources (MWh) (sum of lines 1 to 5)

5,979,274 6,288,287

(309,013)

-4.9%

Share of fossil sources in total energy consumption (%) 7.

76.1%

78.3%

-2.2 p.p.

-2.8%

Consumption from nuclear sources (MWh)

244,008

252,146

(8,138)

-3.2%

Consumption of electricity, heat, steam, and cooling from nuclear sources, purchased or acquired (MWh)**

244,008

252,146

(8,138)

-3.2%

3.1%

-1.1%

112,400

78,771

33,628

42.7%

1,508,660

1,402,527

106,134

7.6%

12,763

8,358

4,405

52.7%

1,633,823 1,489,656

144,167

9.7%

18.6%

+2.2 p.p.

12.1%

7,857,105 8,030,089

(172,984)

-2.2%

Share of nuclear sources in total energy consumption (%) 8.

Fuel consumption for renewable sources, including biomass (also including industrial and municipal waste of biological origin, biogas, renewable hydrogen, etc.) (MWh)***

Consumption of electricity, heat, steam, and cooling from renewable sources, purchased or acquired (MWh)**

10. Self-generated renewable energy consumption without using fuels (MWh) 11.

Total energy consumption from renewable sources (MWh) (sum of lines 8 to 10) Share of renewable sources in total energy consumption (%) Total energy consumption (MWh) (sum of lines 6 ,7 and 11)

20.8%

*Sources of conversion factors used for quantifying energy consumption in MWh are: NIR 2025 and 2024 (National Inventory Report ISPRA), IEA Energy Statistics Manual (2005), UIC Fiche 330 (2008), DEFRA UK - Conversion factors 2024 and 2023, and JRC - JEC Well-to-Tank report v5. The updated sources of the conversion factor for 2024 entailed a revision of the data already published in relation to that year. **The values reported include the quantification of electricity produced from fossil, nuclear and renewable sources following the market-based approach and applying the percentages of fossil, nuclear and renewable sources constituting the residual mixes of the geographic areas where the drawdown occurred. For the consumption of electricity from renewable sources, the consumption of electricity taken from the grid and provided with a Guarantee of Origin is also included in addition to the contribution of the residual mix. Residual mixes used are obtained from AIB source, year N-1 publication versus reporting year (e.g., 2024 source for data relating to 2025), according to the updated climate footprint calculation methodology. *** In the reporting year these fuels were: biodiesel, green hydrogen, and pellets.

Compared to 2024, the year 2025 saw an overall reduction in energy consumption, and in particular a reduction in the share of fossil fuels in the electricity mix of the countries where the FS Group operates. The chart below shows the breakdown of the total value of energy consumption between fossil, nuclear and renewable sources. DISTRIBUTION OF ENERGY CONSUMPTION OF THE FS GROUP 20.8%

3.1%

Nuclear Renewables Fossil sources

7,857,105

76.1%

184

Ferrovie dello Stato Italiane Group

The Group’s energy production in 2025, totalling 16,457 MWh, was characterised by: • 16,457 MWh generated from renewable sources (22 MWht from solar thermal, and 16,435 MWh from solar photovoltaic energy); • 0 MWh generated from non-renewable sources. For the year 2025, the value of energy intensity (total energy consumption compared to net revenues) of all Group activities, falling mainly in the high climate impact sector “H - Transport and Warehousing”, was 455.4 MWh/€mil. (compared to 485.8 MWh/€mil. recorded in the previous year), as calculated by considering operating revenues of €17,254 million for 2025, as reported in the Consolidated Income Statement presented in the paragraph on Group performance.

BREAKDOWN OF ENERGY CONSUMPTION OF THE FS GROUP FOR END USES Energy consumptions [MWh] 5,642,976

697,503

600,438

8,009

309,733

275,326

323,120

Railway traction (Electric + diesel + HVO)

Electrical services

Passenger road transport

Goods road transport

Street lighting

Heating

Other(*)

(*) Navigation, autotraction (motor vehicles and work vehicles/equipment), industrial activities

or energy carriers of predominant use (e.g., electricity, diesel, and natural gas), contributions are analysed by end use, such as to return a snapshot of energy use patterns in the FS Group. ELECTRICITY

82% Railway traction

DIESEL

NATURAL GAS

52% Railway traction 5,895,963 MWh

5% Street lighting

1,538,369 MWh

1% TPL

85% Heating

25% Road passeggeri transport 0% Road freight transport

276,849 MWh

11% Navigation

12% Electrical services 2% Heating

10% Autotraction (motor vehicles and work vehicles/equipment)

1% Industrial activities, autotraction (motor vehicles, and work vehicles/equipment)

14% Road passeggeri transport

Directors‘ report

185

The prevalent share of electricity, which is the energy source most used by the FS Group, is dedicated to powering rail traction while the remaining share is dedicated to electrical services, road and tunnel lighting, and local public transport. Diesel fuel is also predominantly used for the traction of rolling stock traveling on the non-electrified network; however, significant percentages are allocated to public road transport and navigation. Natural gas is almost entirely devoted to space heating; the remaining share is used to power the fleet dedicated to public transport and, residually, for industrial activities and use of motor vehicles and work vehicles. ESRS E1-6 – Gross scopes 1, 2, 3 and total GHG emissions The FS Italiane Group, thanks to its core business based on the provision of mass transit and rail freight services, and to energy efficiency initiatives and the promotion of renewable sources, makes a significant contribution to the containment of climate-altering emissions in the sector.

The reporting boundary of GHGs (Greenhouse Gases) has been identified according to the criteria of materiality (actual or potential impacts with reference to material topics and the nature of the companies’ business) and control (both direct and indirect) and includes, in addition to the Parent Company, the companies consolidated on a line-by-line basis over which FS SpA exercises direct control and those over which it exercises indirect control through its subsidiaries. The assessment of GHG emissions was carried out in accordance with the GHG Protocol Corporate Accounting and Reporting Standard (Revised Edition, 2004), and the emission factors used for the calculation are listed in the Appendix – Emission factors used to calculate greenhouse gas (GHG) emissions. Scope 1 emissions are summarised below. For the sake of completeness, it is specified that the targets to 2030 and 2040 are expressed by considering percentage reductions from the 2019 values stated in the validation process of the SBTi goals, concluded in 2024.

Scope 1 emissions – retrospective & targets Retrospective Base year 2019

2024

Milestones and years-target 2025

2030

2040

Methodological notes

Scope 1 GHG emissions

186

Gross Scope 1 GHG emissions (tCO2e)

621,458

588,526

569,440

310,729

62,146

The target to 2030 is a 50% reduction in the sum of Scopes 1 and 2 emissions. Although there is no separate target for each scope, for the sake of simplicity, this reduction percentage was applied to both Scope 1 and Scope 2. The target to 2040 calls for a 90% reduction in the sum of Scopes 1, 2 and 3 material emissions. For the sake of simplicity, this percentage reduction was applied to both Scopes 1 and 2, and Scope 3 material emissions.

Percentage of Scope 1 GHG emissions covered by regulated emissions trading systems (%)

N.A.

1.5%

2.6%

N.A.

Both the Rome Termini heating plant of Grandi Stazioni Rail, and a share of navigation of RFI, are included.

Ferrovie dello Stato Italiane Group

The table below shows a breakdown of Scope 1 emissions by type and different greenhouse gases for 2025. Breakdown of scope 1 emissions by type and greenhouse gas Total CO2e

Year 2025 (tCO2e)

Carbon dioxide

Methane

Nitrogen monoxide

Hydrofluorocarbons (average weight)

Fluorocarbons (average weight)

Sulphur hexafluoride

Nitrogen trifluoride

CO2

CH4

N2O

HFCs

PFCs

SF6

NF3

Scope 1 GHG emissions

569,440

506,911

626

25,584

34,001

2,318

Emissions from combustion of stationary plants

58,759

58,390

296

Emissions from combustion of mobile plants

439,321

413,480

553

25,288

Process emissions

608

Fugitive emissions

36,319

34,001

2,318

Emissions from land use (LULUCF)

34,433

The table below shows a summary of Scope 2 emissions, calculated by using both location-based and marketbased approaches. Emissions for 2025 and 2024 are calculated by using the emission factors from the previous year (N-1), and, therefore, the 2024 and 2023 factors are applied, respectively; where data were unavailable, the most recent available data were used. The sources used for the emission factors of each

emission category are listed in the table for FY 2025. Compared to previous years, when factors from year N-2 were used, it was possible to adopt more upto-date coefficients that are better aligned with the reference frameworks, and provide a closer timeline correspondence between actual impacts and the energy/production mix.

Scope 2 emissions – location & market based – retrospective & targets Retrospective Base year 2019

2024

Milestones and years-target 2025

2030

2040

Methodological notes

193,623

N.A.

No medium- and long-term targets calculated by using a market-based approach are provided. It should be noted that, with regard to emissions for 2024 and 2025, in the market-based approach, the impact was calculated by using “residual mix” emission factors even for electric rail traction on the RFI network, unlike in the previous year’s report, in which the “location-based” emission factor was used for the latter.

Scope 2 GHG emissions

Gross location-based Scope 2 GHG emissions (tCO2e)

1,936,234

1,612,673

Gross market-based Scope 2 2,043,503 2,682,211 GHG emissions (tCO2e)

1,300,504

2,216,083

968,117

N.A.

Directors‘ report

187

The table below shows a breakdown of Scope 2 Emissions by type and different greenhouse gases for 2025. Breakdown of scope 2 emissions by type and greenhouse gas Year 2025 (tCO2e)

Total CO2e

HydrofluoroCarbon Methane Nitrogen carbons (averadioxide monoxide ge weight)

Fluorocarbons (average weight)

Sulphur hexafluoride

Nitrogen trifluoride

CO2

CH4

N2O

HFCs

PFCs

SF6

NF3

Location-based Scope 2 GHG emissions

1,300,504 1,290,050

3,927

6,527

Indirect emissions from imported energy production and consumption

1,297,585

1,287,159

3,907

6,519

Emissions from imported energy production, excluding electricity

2,919

2,891

Market-based Scope 2 GHG emissions

2,216,083

2,197,696

6,900

11,487

Indirect emissions from imported energy production and consumption

2,213,164

2,194,805

6,880

11,479

Emissions from imported energy production, excluding electricity

2,919

2,891

2025

2024

27,835

18,671

- of which pellets for heating [tCO2]

101

- of which HVO biodiesel for rail traction [tCO2]

621

1,344

26,977

17,158

136

The table below shows the biogenic CO2 emissions from biomass combustion or biodegradation.

ANTHROPOGENIC BIOGENIC CO2 EMISSIONS [tCO2]

- of which HVO biodiesel for automotive traction (LPT) [tCO2] - of which HVO biodiesel for company cars and work vehicles [tCO2]

188

Ferrovie dello Stato Italiane Group

The table below shows Scope 3 emissions broken down by category. Scope 3 emissions – retrospective & targets Retrospective Base year 2019

2024

Milestones and years-target 2025

2030

2040

Methodological notes

The 2030 Scope 3 target only covers emissions from RFI construction sites (part of Cat.2), Cat. 3 (well-to-tank), upstream transport of materials from construction sites (Cat. 4), and the use of the RFI network by RUs outside the FS Group (Cat. 11). As of 2019, the calculated figure is 3,672,632 tCO2e, equal to approximately 72.7% of the FS Group’s total Scope 3 Emissions in 2019. The target to 2030 calls for a 30% reduction in the above total emissions. For the sake of simplicity, this percentage reduction was applied to all categories involved. The 2040 target for Scope 3 covers material emissions equal to Categories 1, 2, 3, 4, 11 amounting to 4,989,079 tCO2e, 98.7% of the FS Group’s total Scope 3 emissions in 2019. The target to 2040 calls for a 90% reduction in the above total emissions (to which S1 and S2 emissions are added). For the sake of simplicity, this percentage reduction was applied to all categories involved.

Significant Scope 3 GHG emissions

Total gross indirect GHG emissions (scope 3) (tCO2e)

5,052,936

6,358,99465 7,213,123

2,570,842

498,908

1. Goods and services purchased

68,058

20,072

16,758

N.A.

6,806

2. Capital goods

3,867,247

4,417,335

5,244,235

1,853,418

386,724

3. Fuel and energyrelated activities (not included in scopes 1 or 2)

369,837

749,706

747,148

258,886

36,984

4. Transport and upstream distribution

85,959

427,419

543,256

39,953

8,596

5. Waste generated during operations

11,920

12,406

6,957

N.A.

6. Business trips

5,438

9,819

11,341

N.A.

7. Employee commuting 33,732

31,990

38,542

N.A.

8. Upstream leased assets

N.A.

9. Downstream transport

N.A.

10. Processing of sold products

N.A.

11. Use of products sold 597,978

679,870

594,558

418,585

59,978

12. End-of-life treatment of products sold

N.A.

13. Downstream leased 12,767 assets

10,377

10,328

N.A.

14. Franchises

N.A.

15. Investments

The reduction target to 2030 is set at 30% compared to the share of RFI construction sites alone (2019 value: 2,647,741 tCO2e).

The reduction target to 2030 is set at 30% compared to the share of transport relating to the RFI construction sites (2019 value: 57,076 tCO2e).

65. The total value of Scope 3 emissions for 2024 has changed from what was stated in the previous report due to a methodological change in the emission factors, and an adjustment to the total amount of concrete used at the RFI construction sites.

Directors‘ report

189

For indirect emission sources, a significance analysis was performed, which is necessary to define their “materiality” and thus possible inclusion in the inventory and decarbonisation target setting. The model prepared for the significance analysis of indirect emissions requires that the identified emission categories be analysed by considering the criteria of magnitude, level of influence, risk, materiality for stakeholder, and data availability. The significance analysis of indirect emissions requires each emission category to be evaluated according to the above criteria, rated on a scale of 1 to 3, where 1 corresponds to low level, 2 to medium level, and 3 to high level. The sum of these scores for each category determines the level of significance, according to the following results: • 5 to 7: not significant (low); • 8 to 11: medium (average); • 12 to 15: significant (high). As a result of this analysis, the following categories were excluded because they were found to be not significant: • category 8: upstream leased assets; • category 15: investments. In addition, no value was stated for the following categories because they are not attributable to the types of activities carried out by FS Group Companies: • category 9: downstream transport; • category 10: processing of products sold; • category 12: end-of-life treatment of products sold; • category 14: franchises. Emissions for each category are calculated through the product of activity data (e.g. use of materials, purchase of rolling stock, expenditure to suppliers, waste generated) and specific emission factors. Category 1 (goods and services purchased) is calculated by converting the expenditure incurred towards suppliers of goods and services into carbon equivalent emissions. Category 2 (capital goods) is the most significant in terms of emissions and includes the impacts of railway construction sites (in terms of materials used, energy consumed for site operations and transport, and waste produced), impacts of acquired trains and buses, purchase of products and services, and expenses

190

Ferrovie dello Stato Italiane Group

incurred vis-à-vis suppliers and subcontractors. Category 3 (fuel and energy-related activities not included in Scopes 1 and 2) is calculated by considering the Group’s energy consumption multiplied by well-totank emission factors. Category 4 (transport and upstream distribution) consists of emissions for the transport of building materials and logistics services purchased by the freight transport sector: the first contribution is calculated through the quantity (in mass) of materials transported; the second through the transport units (ton-km) covered by the service. Category 5 (waste) generated in the course of operations corresponds to the treatment of waste generated and is calculated by the quantity and type of waste and the final transformation process. Category 6 (business trips) represents the impact due to business trips, in particular hotel stays and air travel, quantified by the Group’s suppliers. Category 7 (employee commuting) considers the impact of the home-work commute of Group employees and is calculated on the basis of responses from mobility management, which groups commuting by distance and means used for travel, and the impact of agile working. Category 11 (use of products sold) reflects the impact arising from the use of the railway infrastructure managed by RFI by railway companies outside the Group, both diesel and electrically powered, calculated on the basis of annual mileage (train-km). Category 13 (downstream leased assets) considers space (e.g. offices, retail operations) leased by Group companies to third parties and is calculated on the basis of energy consumption. For Scope 3, out of a total of 7,213,123 tCO2e, 88.2% is obtained from inputs from specific activities along the upstream and downstream value chain. The remaining percentage (11.8%) is calculated from secondary/ literature data. Primary data refer to category 2 (construction sites and rolling stock, plus a share of goods and services purchased), category 3, category 4, category 5, category 6 (partial), category 7, category 11, and category 13. Secondary data refer to category 1 (spending method), category 2 (spending method), and category 6 (partial).

The table below shows the total emissions of the FS Group. Total FS Group emissions – retrospective & targets Retrospective

Milestones and years-target

Base year 2019

2024

2025

2030

2040

Total GHG emissions (location-based) (tCO2e)

7,610,628

8,560,193

9,083,067

3,849,688

754,677

Total GHG emissions (market-based) (tCO2e)

7,717,897

9,629,730

9,998,646

N.A.

Methodological notes

Total GHG emissions

The table below shows the value of the intensity of GHG emissions compared to net revenues in consideration of operating revenues of €17,254 million for the year

There are no medium and long-term targets calculated by market-based approach.

2025, as reported in the Consolidated Income Statement presented in the Group Performance section.

GHG intensity compared to net revenues

2025

2024

Total GHG emissions (location-based) compared to net revenues (tCO2e/currency unit)

526.4 tCO2e/€mil.

518.0 tCO2e/€mil.

Total GHG emissions (market-based) compared to net revenues tCO2e/currency unit)

579.5 tCO2e/€mil.

582.6 tCO2e/€mil.

ESRS E1-8 – Internal carbon pricing Currently, the FS Group has defined a carbon pricing system (with shadow price mode) to support the evaluation of investment projects, as detailed in the Guideline on Methodologies for assessing GHG emissions of investment projects available for all companies of the FS Group from December 2021. For the economic conversion of the carbon footprint calculated in tons of CO2 equivalent, the avoidance cost approach is applied (e.g., estimation of avoidance costs based on the target agreed in the Paris Accords). These

values are in line with forecasts for EU 28 countries, and were taken from the European Commission’s “Handbook on external costs of transport” (Table 24: Climate change avoidance costs in €/tCO2 equivalent). Therefore, the methodology refers to Scope 3 - Cat. 2 and it is up to the Group companies to use it or not. For the year 2025, there is no knowledge of the degree of application of this methodology and related volumes of GHG emissions affected, and there was no connection to any value included in the financial statements as at the reporting date of this document.

Directors‘ report

191

ESRS E2 - POLLUTION Material ESRS sub-topics / Entity-specific issues

Pollution of soil Physical agent pollution (noise and vibration) Management policies and tools • Sustainability Policy • Environmental Policy • Management systems Entity-specific issues

IRO management ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks, and opportunities The process of identifying and assessing impacts, risks, and opportunities related to pollution, and how respective interests and views are taken into account in the strategy and business model are described in the paragraph on Stakeholder management and double materiality process. The Group also makes use of the census regarding the location of sites near protected areas to identify where operations interact with nature. For infrastructure projects, in particular, consultation processes are carried out with the affected communities, as indicated in paragraph ESRS 2 IRO-1 regarding topic ESRS E4 – Biodiversity and ecosystems. This was followed by an analysis of the nature of operations that may impact protected species and areas, with a view to assessing related dependencies and any possible pollution-related impacts. In addition, the Parent Company and major subsidiaries have adopted environmental management systems certified under ISO 14001:2015 standard, which enable them to identify, monitor and manage environmental impacts, risks and opportunities related to their activities and services provided. ESRS E2-1 – Policies related to pollution The FS Group has adopted the “Sustainability Policy” to manage material impacts, risks and opportunities which are also related to pollution prevention and control. In addition, the FS Group has adopted, in accordance with the Group’s Sustainability strategies and with a view to continuous improvement of its environmental performance, a specific “Environmental Policy”, which aims to reduce the negative impact on biodiversity and the various environmental components, to enhance the natural capital, preserving the environment, landscape and ecosystems, including through the adoption of environmental management systems by the Group companies. The Environmental Policy includes a specific sub-topic on pollution, with the aim of guiding business 192

Ferrovie dello Stato Italiane Group

activities towards the development and adoption of practices designed to prevent and reduce pollution at the source while mitigating impacts on human health and the environment. The adoption of a Group policy, together with the implementation of the related management systems, provides a unified framework for all companies and enables effective oversight over the adverse impacts related to pollution, reducing or eliminating the use of hazardous substances, and adopting - at the same time preventive and precautionary measures. ESRS E2-2 – Actions and resources related to pollution ESRS E2-3 – Targets related to pollution ESRS 2 GOV-4 – Statement on due diligence Although the FS Group has adopted a policy aimed at reducing pollution at the source, it has not set specific pollution targets or, consequently, ecological thresholds; however, certain objectives listed in the tables on Biodiversity and ecosystems, Resource use and circular economy, and Water and marine resources address aspects related to this topic. The approach is to adopt measures to limit and reduce the impacts generated, operating in compliance with current legislation and applicable environmental requirements. In light of the recent update to the European regulatory framework, which extended the authorisation for the use of glyphosate until 15 December 2033, as well as the current technical and economic difficulties in identifying alternatives capable of ensuring equivalent operational effectiveness and overall sustainability, the Group has decided to suspend the target regarding the ban on products containing glyphosate for the purpose of weed control. Furthermore, given that the current regulatory framework provides detailed provisions on obligations, prohibitions, and protective measures in environmental matters (e.g., Minimum Environmental Criteria for the sustainable use of pesticides in urban areas, along railway lines, and on roads), the Group has not set out specific targets with ecological thresholds for reducing soil or physical agent pollution (noise and vibrations), instead focusing its efforts on compliance with the objectives and limits set

forth in the relevant regulations. Metrics ESRS E2-4 – Pollution of soil Given the nature of its businesses, any issues related to air or water pollution and microplastics are not significant. With regard to soil, the management of the Group’s own operations and the use of its assets do not involve intentional releases of pollutants; consequently, potential contamination can result solely from unintentional, accidental releases. Soil protection is of fundamental importance to the Group, both to prevent pollution and other forms of contamination, and to ensure the protection of habitats and human health. The Group’s main activities which, under emergency conditions, could result in impacts related to soil pollution are associated with the following operations: • maintenance of vehicles and transport infrastructure; • preventive cleaning, disinfection, pest control, and washing; • pest control and washing; • storage and refuelling; • waste storage; • setting-up and operation of sites for the execution of works, including those operated by contractors; • shipment and/or transport of waste or hazardous goods. Compliance with regulatory requirements (such as the Agreement concerning the international carriage of dangerous goods by road - ADR, and the Regulation concerning the international carriage of dangerous

goods by rail - RID), and the implementation of environmental and occupational safety management systems ensure effective management of both material environmental aspects and hazards to workers’ health, particularly in terms of risk prevention and mitigation. All situations with a potential impact on the soil are managed in compliance with applicable environmental regulations and through the implementation of targeted monitoring, the adoption of containment measures, and corrective remediation actions. An analysis of incidents involving potential contamination recorded over time shows that the risks of soil contamination are primarily linked to accidental releases of liquids containing hazardous substances from fuel tanks or cisterns, hydraulic systems of industrial equipment, and components of vehicles or work vehicles. The table below shows the number of spills, and the related quantities of pollutants listed in Annex II of Regulation (EC) No 166/2006 of the European Parliament and of the Council, released into the soil during the reporting year in the performance of the company’s own operations. The reported value is not derived from a direct measurement, as it refers exclusively to events occurring in emergency situations. For this reason, the data is estimated retrospectively, as these are clearly man-made disasters, and not releases linked to industrial production cycles. The release into the soil of the pollutants stated in the table below does not automatically result in site contamination, as all emergency procedures for securing, containing, and remediating the incident are activated, thus ensuring the restoration of environmental conditions. Directors‘ report

193

Pollution of soil

2025

2024

Pollutant substance

None

Polycyclic Aromatic Hydrocarbons

Pollutant quantity (t)

0.63

96%

Number of ground spills with pollutants

% Release in water-stressed areas

METHODOLOGICAL NOTES Pollutants mean the substances stated in Annex II to Regulation (EC) No 166/2006. For more details on the methods of estimation, please refer to the table on “Accounting policy for sustainability metrics” in the Appendix. Water-stressed areas were identified by accessing information made available by the World Resources Institute - Aqueduct. The percentage is calculated by weight on the total pollutant released.

Physical agent pollution - noise and vibration (entity-specific disclosure) The Group’s companies, particularly those operating in the Infrastructure and rail Passenger Transport Business Units, carefully assess the impacts, risks, and opportunities associated with pollution caused by physical agents. The transit of vehicles on road and rail infrastructure, in fact, generates noise immissions and vibrations that can have an adverse impact on the areas they pass through. In addition to compromising people’s quality of life, and causing potential damage to property, they can alter the conditions of natural habitats, thus interfering with the behaviour of wildlife. In particular, noise and vibrations can lead to disturbances, the displacement of species, and habitat fragmentation, with possible repercussions on local ecological balances. To address this issue at all stages of the infrastructure life cycle, the Group uses predictive noise impact models during the design of new structures or the expansion of existing ones, identifying from the outset the most appropriate mitigation measures and the best design and construction solutions such as to minimise wave propagation into the ground. Subsequently, in the operational phase and when necessary, specific interventions are implemented, such as the adoption of new technologies for the movement and electrification

of railway lines, grinding of rails and train wheels, installation of squeal-reducing devices or vibration dampers, use of sound-absorbing asphalt, speed limitation, installation of noise barriers, and optimised operating modes for parking and stationing vehicles. In line with an approach that prioritises direct intervention at the source of emissions, there are plans, as part of the upgrade and efficiency improvement of the Group’s vehicle fleet, to decommission older means in favour of modern solutions that comply with the latest technical specifications on acoustics, in addition to revamping existing vehicles, such as modifying the braking systems of freight cars. At the same time, rail vehicles undergo continuous maintenance, with interventions that are also aimed at reducing noise emissions while stationary. On the other hand, the solutions adopted along the line of noise propagation include the installation of sound-absorbing barriers, the construction of dunes and embankments, the use of vegetation barriers and the construction of artificial tunnels, actions that contribute significantly to the mitigation of noise immissions. In this regard, the Group has defined a specific indicator to quantify and monitor annually the length of noise barriers installed, bearing in mind that the administrative authorisation process necessarily involves the involvement of the competent bodies.

741 km Noise barriers in Italy 509 km near railway lines 232 km near road infrastructures An analysis of the data for 2025 (not including information from Ferrovie Sud Est, as it was removed from the scope of consolidation on 5 August 2024) compared with those for 2024, shows an annual

194

Ferrovie dello Stato Italiane Group

increase of 18 km in the total linear length of the barriers, thus highlighting a gradual increase in the installation of this type of noise mitigation infrastructure.

ESRS E3 – WATER AND MARINE RESOURCES Material ESRS sub-topics

Water Management policies and tools •Sustainability Policy •Environmental Policy •Management systems

IRO management ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities The process of identifying and assessing impacts, risks and opportunities related to water and marine resources and how the respective interests and views are taken into account in the strategy and business model are described in the paragraph on Stakeholder management and double materiality process. The Group has also estimated the number of sites that withdraw water in areas characterised by water stress. To support the management of these issues, the Parent Company and its main subsidiaries have adopted environmental management systems certified to ISO 14001:2015, which enable the structured identification, monitoring, and management of environmental impacts, risks, and opportunities associated with their operations, and the services they provide. ESRS E3-1 - Policies related to water and marine resources The FS Group has adopted the “Sustainability Policy” to manage material impacts, risks and opportunities related to water and marine resources. In addition, the FS Group has adopted a specific “Environmental Policy” in accordance with the Group’s Sustainability strategies and with a view to continuous improvement of its environmental performance. The Environmental Policy includes a specific sub-topic on marine resources, aimed at guiding business activities towards the responsible use of water, promoting its reuse, and ensuring, at the same time, adequate measures to prevent pollution. The adoption of a Group Environmental Policy, which provides a

unified framework for all companies, together with the implementation of related environmental management systems, enables this environmental issue to be managed and monitored in a structured manner. Due to the characteristics of its businesses, the Group has no material impacts, risks and opportunities related to the sustainability of the oceans and seas and, therefore, has not adopted any specific dedicated policy or practice. ESRS E3-2 - Actions and resources related to water and marine resources ESRS E3-3 - Targets related to water and marine resources ESRS 2 GOV-4 – Statement on due diligence Sustainable management of water resources is an essential aspect of environmental protection and ensures the availability of quality water for present and future generations. This implies not only paying special attention to water use and reduced consumption with reference to the water basins involved, but also taking initiatives aimed at water reuse and recycling, as well as ongoing monitoring of water quality. Following a revision of key priorities in this area, the target of reducing water withdrawals by 50% by 2024 has been reclassified as an “ambition” while the target of achieving 20% water reuse by 2040 has been suspended, as the Group has decided to focus investments on mapping and monitoring the water network, which are considered as being essential prerequisites for reducing leaks and overall withdrawals, and for setting new quantitative targets for water reuse.

Directors‘ report

195

The table below shows the actions implemented and/or planned to manage impacts – both positive and negative, actual and potential - and address risks and opportunities, as well as achieve goals and objectives of related policies.

Actions • Utility rationalisation • Network modernisation interventions through collaborative studies and projects (such as the five memoranda of understanding signed with the Po River District Basin Authorities Northern Apennines, Southern Apennines, Sicily, and Eastern Alps, for the identification and development of synergistic activities aimed at protecting water resources) • Water Circular Economy projects for industrial use • Development of an implementation plan for water resource protection • Installation of meters for the precise monitoring of the station’s main water uses

196

Ferrovie dello Stato Italiane Group

Scope

Target

Value and base year

Status

Results 2024

-20% of water withdrawals vs 2019 to 2030

20.2 million m3 (2019 base year)

In -16% compared progress to 2019 (17 million m3)

Key FS Group

Results 2025 -20% compared to 2019 (16 million m3)

SDGs (Agenda 2030)

6 12 14

Value chain

Infrastructure Railways

Infrastructure Roads

Transport Passengers

Transport Freight

Other services

Contribution to SDGs

Methodological notes

The Group’s targets also cover areas characterised by water stress, as the entire country is now almost entirely exposed to water stress due to the effects of climate change. Approximately 69% of the water withdrawn by the Group occurs in these areas. No ecological thresholds, such as, for example, the health of the water basin, were considered in setting these targets. The targets are not legally binding. However, the adoption of policies aimed at reducing pollution at the source, the development of water circularity initiatives, and the reduction of pressure on water bodies through decreased withdrawals indirectly contribute to improving the quality of receiving water bodies.

Directors‘ report

197

Metrics ESRS E3-4 – Water consumption The FS Group considers water consumption as a key indicator for monitoring its water system, which is processed by considering incoming (such as withdrawals) and outgoing (water discharges, any leaks and wastewater sent to other entities) water resources. The consumption figure, which is especially useful for understanding the materiality of its impact when coupled with the availability of water resources in the affected areas, takes account of the water used by the Group, which is no longer available for the ecosystem or local communities in the reporting period. The Group’s water withdrawal is for both civilian and industrial uses: sources of supply include public aqueducts, groundwater (aquifers and springs), surface water (rivers, lakes, rainwater), and, to a very limited extent, sea water. Water discharges of wastewater generated, both civil and industrial, are conveyed to sewers, surface water, groundwater or sea water FS Group water consumption

following a specific purification treatment where necessary. In Italy, regulations on water withdrawal and discharge are very strict. The abstraction of public water requires specific authorisations to avoid over-exploitation of aquifers and springs and to ensure sustainable use. In addition, it is necessary to ensure that certain water quality standards are met when it is distributed to third parties. With regard to industrial discharges, specific authorisations are required: for example, wastewater particularly that generated by technological processes or collected at industrial complexes – can be treated before being released into the environment in order to comply with quality limits set by the legislator to prevent water contamination, and damage to aquatic ecosystem. The Group has permits for withdrawal and discharge that are issued by the Public Authority, sometimes with specific restrictions, following thorough environmental assessments, which aim to protect water resources and ecosystems associated with the water basin in whose territory activities are performed. 2025

2024

Change

Water consumption

687 thousand m3 708 thousand m3

(21)

-3%

- of which in areas at water risk

329 thousand m

594 thousand m

(265)

-45%

Recycled/reused water

20 thousand m

-0%

- of which in areas at water risk

6 thousand m

9 thousand m

(3)

-33%

METHODOLOGICAL NOTES Data are estimated through aggregation on the Group’s sustainability reporting IT platform (ESGeo). Data are obtained through the best possible estimate made by aggregating consumption from direct meter reading, where possible, and analysis of invoices and/or consumption data from previous years. The value for stored water was not reported because the metric is not material for the FS Group. For more details on the methods of estimation, please refer to the table on “Accounting policy for sustainability metrics” in the Appendix. Water stress is a figure collected by means of an estimate involving only two types of sites: operational and/or production units and civil buildings with water withdrawals greater than 10 cubic metres per day. In the case of multiple sites, the quantitative prevalence of water consumption in stress areas is considered. To determine whether an area is under water stress, the WRI’s ‘Aqueduct’ website should be consulted. For the FS Group, an area is only placed under water stress if the indicator is “High (40%-80%)” or “Extremely High (>80%). Please refer to the table “Accounting policy for sustainability metrics” in the Appendix for details on how this is estimated.

In 2025, the Group’s total water consumption showed a decrease compared to 2024, influenced by several factors: a reduction in total civil water withdrawal of approximately 4%, the removal of Ferrovie Sud Est from the scope of consolidation, and a general improvement in the calculation method that also accounts for any normal losses in the water networks. The areas subject to water stress remain virtually unchanged from the previous year, but consumption in these areas has decreased by more than 40%, due both to the effectiveness of the policies adopted, and the steady progress towards the Group’s goals regarding sustainable water management, as well as to the introduction of a new KPI on the volume of water disposed of as liquid waste through third parties, which has enabled more accurate estimates of water output. The figure for recycled water, however, remains stable. This figure, in fact, pertains to an experimental area that is still under development. For the year 2025, the value of water intensity (total 198

Ferrovie dello Stato Italiane Group

water consumption compared to net revenues) of all Group activities, is 39.8 m3/€mil. (compared to 42.9 m 3/€mil., recorded in the previous yar), calculated by considering operating revenues of €17,254 million in 2025, as reported in the Consolidated Income Statement reported in the paragraph on Group Performance. As highlighted in the previous chapters, the issue is also of relevance to other key players identified by the Group, namely rail infrastructure contractors. Since the number and type, and the status of progress of construction site set-up works may vary from year to year the figure is susceptible to fluctuations. Similar with what is calculated for the Group, the water consumption of contractors is also obtained from the difference between water resources withdrawn and water resources returned to the environment. However, unlike the Group’s consolidated scope, the figures for contractors do not show a linear trend, as the scope of construction sites varies from year to year, affecting the comparability of historical data. Specifically, water is withdrawn through municipal aqueduct network, surface water bodies or

from groundwater, and frequently, water not used for processing is purified and reused to reduce the supply

from natural resources

Construction sites of contractors – rail infrastructures

2025

2024

Change

Water consumption

2.8 million m3

1.4 million m3

1,4

100%

- of which in areas at water risk

2.1 million m

1.2 million m

0,9

75%

Recycled/reused water

950 thousand m

530 thousand m

420

79%

- of which in areas at water risk

285 thousand m3 244 thousand m3

17%

METHODOLOGICAL NOTES The value for stored water was not reported because the metric is not material for the FS Group. Data on water consumption and recycled/reused water from suppliers are obtained through an estimate based on the percentage of water-stressed areas in the FS Italiane Group.

The water resource is used, within the construction site, for both civil and technological uses, for wetting slopes in order to abate dust, and other activities related to works. An analysis of the data shows an increase in consumption, primarily due to the rise in the number of construction sites. During monitoring, no critical issues were found with regard to the impacts of water use, either for supply or discharge. The anomalies detected - regarding the quality of the water abstracted or discharged - are, in fact, numerically negligible, as are the parameters that exceeded the limits. Each drawdown is monitored to ensure compliance with

authorisation requirements while impacts are managed according to the environmental control plans covered by the environmental management systems adopted by the contracting firms. Discharges are always authorised, and the quality is checked periodically, with chemical analysis, to ensure compliance with environmental regulations. Although data on suppliers are only available in aggregate, an estimate has been conducted, in continuity with the previous year, to locate their waterstressed areas.

Directors‘ report

199

ESRS E4 – BIODIVERSITY AND ECO-SYSTEMS Material ESRS sub-topics

Factors directly impacting biodiversity loss Impacts on the status of species Impacts on the extent and condition of ecosystems Impacts and dependencies in terms of ecosystem services Management policies and tools • Sustainability Policy • Environmental Policy • Management systems

Strategy ESRS E4-1 –Transition plan and consideration of biodiversity and ecosystems in strategy and business model The development and subsequent operation of a transport infrastructure play a delicate role with respect to biodiversity, as they can potentially eliminate loss and fragmentation of habitats, increase mortality for certain species, and have other negative repercussions on ecological balances and the affected communities. The FS Group is aware of the complexity, diversity and fragility of the ecosystems where it conducts its activities and, for this reason, attaches the utmost importance to the prevention, management, and mitigation of such impacts. In this context, the implementation of infrastructure projects is in any case subject to Environmental Impact Assessment (EIA) procedures and, where applicable, compliance with the Do No Significant Harm (DNSH) principle, which allow for the systematic integration of considerations regarding biodiversity and ecosystems during the design and construction phases of the works. These tools enable the assessment of potential effects on the natural environment, and the identification and adoption of mitigation, compensation, and restoration measures aimed at reducing any adverse impacts, and preserving, where possible, the ecological functionality of the ecosystems concerned. Biodiversity is one of the key areas of the sustainable implementation of the Industrial Plan. The approach aims to promote initiatives and projects designed to contribute to enhancing the natural character of sites, conserving and restoring biodiversity, and enhancing natural capital, including through the establishment of biodiversity hotspots in suitable areas. However, as at the reporting date of this document, no detailed transition plans for material impacts on biodiversity had been drawn up by the business areas that are most affected by infrastructure developments. Following a review of key priorities in this area, the 2024 target, which called for the development of a Plan for the 200

Ferrovie dello Stato Italiane Group

protection and enhancement of Biodiversity, ecosystems, and wildlife by 2026, and the launch of Implementation Plans by 2029, has been revised. Specifically, a Plan for the conservation and enhancement of Biodiversity is expected to be developed by 2029. IRO management ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model(s) Due to the nature of its business and to ensure public transport services, the FS Group sees a widespread presence of its sites and operations in the local areas in which it operates, particularly in Italy. In 2024 a mapping was carried out on company sites that are located in or near biodiversity-sensitive areas. The following types of protected sites and areas were considered as biodiversity-sensitive areas: the Natura 2000 Network (including Sites of Community Importance (SCIs), Special Protection Areas, and Special Areas of Conservation); National/Regional Parks and/or Reserves; Important Bird Areas (IBAs); Marine protected areas (MPAs); Natural protected areas (EUAPs), Nationally designated areas listed in the Common Database on Designated Areas (CDDAs) according to the IUCN classification, UNESCO Global Geoparks and Biosphere Reserves. A site distant up to a radius of 5 km from at least one of the types of sensitive areas listed above is considered to be in proximity. The 5 km distance was taken in alignment with the guidance used in the Environmental Incidence Assessment (EIncA) for sites belonging to the Natura 2000 Network. The available information counts 2,091 sites within or near sensitive areas, of which only 8% are located within those areas. The activities carried out by the Group primarily involve the management of transport services, and the ancillary operations necessary to ensure their smooth operation, including mainly railway stations and road maintenance’s houses, offices, depots, warehouses, and, to a lesser extent, maintenance sites and vehicle

garages. At these sites, activities consist mainly of maintenance operations and technological processes with minimal environmental impact. These processes are managed in accordance with current environmental regulations, and the requirements of the Environmental Management Systems adopted by the Companies, with specific additional safeguards where activities take place in local protected areas. This ensures compliance with the environmental protection conditions established for protected areas, and the adoption of prevention and control measures appropriate to the context. The main activities carried out at the aforementioned operational sites used for vehicle maintenance and storage which could potentially have an adverse impact on biodiversity and ecosystems, particularly in

emergency situations, include: • temporary storage of waste and storage of products containing material hazardous substances in accordance with technical standards; • vehicle washing; • emissions into the atmosphere deriving from thermal equipment and maintenance work (e.g. painting, filing, dusting); • diffuse emissions associated with the movement of company vehicles; • noise and vibration associated with traffic and technical operations; • discharge of waste water, channelled and treated in accordance with industry regulations; • refuelling of vehicles; • abstraction of fresh water from water bodies for technological processes or domestic use, in accordance with the relevant authorisations.

The table below shows the main information on biodiversity-sensitive areas. Sites near or within biodiversity-sensitive areas

2025

2024

Total number

2,091

1,915

of which within sensitive areas

8.3%

7.2%

of which near to sensitive areas

91.7%

92.8%

of which Natura 2000

83.4%

86.0%

of which National/Regional Park and/or Reserve

2.3%

2.5%

of which Important Bird Areas

4.0%

of which Marine Protected Areas

0.2%

of which Natural Protected Areas (EUAPs)

7.2%

of which Other (Nationally designated areas CDDA – source IUCN, Global Geopark UNESCO*)

2.9%

0.1%

of which North

49%

48%

of which Centre

22%

20%

of which South and islands

28%

31%

of which Foreign countries

*only for 2025

The breakdown by geographical area is based on NUTS1 (Nomenclature des Unités Territoriales Statistiques) IMPACTS Each protected site presents different threats to Habitats and species of flora and fauna, for which specific conservation measures have been established, with which the Group’s activities in the area must comply. They include but are not limited to: Lutra Lutra, Alburnus albidus, Falco Biarmicus, Falco subbuteo, Charadrius dubius, Milvus migrans, Ciconia nigra, Capriolo Garganico, Wild Boar, Fallow Deer, Weasel, Wild Cat, Hedgehog Mole Hare, Vulpes vulpese, Erinaceus europacus, Falco tinnunculus, Buteo buteo, Asio otus, Athene Noctua, Chiroptera Blumenbach, Cugot and Triseto di Sardegna, Athya nyroca (tabaccata duck), Red-footed Falcon (reducing road mortality on sensitive sections of the road and rail network), Habitat: 2270* Dunes with forests of Stone pine and/or maritime pine.

Directors‘ report

201

The Parent Company and its main subsidiaries have environmental management systems certified in accordance with ISO 14001:2015, which enable them to identify, monitor and manage the environmental impacts, risks and opportunities associated with their activities, and the services they provide. ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities The process of identifying and assessing impacts, risks and opportunities related to biodiversity and ecosystems, and how the respective interests and views are taken into account in the strategy and business model are described in the paragraph on Stakeholder management and double materiality process. In particular, consideration has been given to potential risks – such as those associated with the challenges of carrying out infrastructure investment projects, which may arise from adverse impacts on biodiversity, ecosystems and ecosystem services. The Group also makes use of detailed biodiversity assessments, including surveys of sites, such as infrastructure construction sites, located in or near biodiversity-sensitive areas. As part of activities related to infrastructure development, potential adverse impacts are assessed, along with any measures aimed at safeguarding local areas and their biodiversity. Where the implementation of the works affects areas or assets subject to protection regimes linked to the presence of protected areas and/or landscape conservation orders, a preliminary assessment is carried out on the feasibility of the interventions, and the conditions for obtaining any necessary authorisations required by current legislation (e.g. clearance under Law no. 394 of 6 December 1991; landscape planning 202

Ferrovie dello Stato Italiane Group

permission under Legislative Decree no. 42/2004, Article 146; and Incidence Assessment on the Natura 2000 Network sites under the Habitats Directive 92/43/ EEC, Article 6). For new infrastructure projects, analysing the local context from a biodiversity perspective is one of the key tools for preventing any potential significant environmental impact, right from the stage of selecting the corridor and route. Starting with a wide-area study, and within the scope of route choices that comply with the geometric and functional constraints of the project, the solution offering the greatest sustainability is identified, minimising on the one hand interference with parks, protected areas and Natura 2000 sites, and on the other limiting land take and biodiversity loss. Evidence of this design focus, and of all actions aimed at mitigating the construction and operational phases of the infrastructure, is provided within the Environmental Impact Study, the Environmental Plan for Construction Sites, and the Environmental Monitoring Plan, and, where necessary, in the Incidence Report. For sites or activities/operations located in or near biodiversity-sensitive areas (including the Natura 2000 Network sites and natural protected areas), an appropriate environmental impact assessment is carried out where applicable, and, based on the specific findings, mitigation and compensation measures are implemented where necessary. In particular, where the project solution directly or indirectly affects a Site of Community Importance, Special Areas of Conservation or Special Protection Areas forming part of the Natura 2000 Network, as required by legislation, an Environmental Incidence Assessment procedure is initiated, which examines in detail any potential impact

on habitats and protected animal and plant species, and any related mitigation and compensation measures. From the planning stage onwards, numerous channels for discussion with the affected Communities are also established, in compliance with specific legal procedures (e.g. Services Conference, Public Debate, etc.), and voluntary commitments between the parties (e.g. agreements, protocols, memoranda of understanding, etc.). ESRS E4-2 – Policies related to biodiversity and ecosystems The FS Group has adopted the “Sustainability Policy” to manage any material impacts, risks and opportunities related to biodiversity and ecosystems. In addition, the FS Group has adopted a specific “Environmental Policy”, which, together with the implementation of the relevant environmental management systems, ensures a consistent approach to environmental issues across all Companies. The Policy not only addresses activities for which the company bears direct responsibility, but also promotes action across the entire value chain, encouraging suppliers and business partners to improve their performance, and promoting sustainability principles in procurement decisions. As part of its Environmental Policy, the Group has developed a sub-topic dedicated to the protection of biodiversity and ecosystems, aimed at steering business activities towards practices that promote the prevention, mitigation and elimination of adverse impacts on habitats, species and natural resources. In this context, the Group also promotes biodiversity restoration initiatives that contribute to the resilience of ecosystems and local areas.

The company intends to prevent, mitigate and, where possible, eliminate adverse impacts on natural resources, fauna, flora and habitats, whilst also undertaking biodiversity restoration initiatives that contribute to the social and economic resilience of local areas, particularly in the infrastructure sector. The areas of potential environmental impact vary depending on the type of intervention undertaken, i.e. whether they involve the construction of new infrastructure, or the maintenance and operation of existing infrastructure and the vehicles that use it. All activities are carried out in such a way as to prevent the generation of adverse impacts, preserve the environmental characteristics of local areas, and the quality of life of the affected communities; where prevention is not feasible, the most appropriate mitigation measures are employed. As mentioned, this approach also takes into account the social significance of biodiversity and ecosystems, with a view to creating more liveable urban spaces, improving people’s well-being, and enhancing the usability of public spaces. To this end, initiatives are being promoted to reduce air, water and noise pollution, as well as to mitigate climate-related phenomena such as droughts and heatwaves. At the same time, in line with the nature of its businesses, it should be noted that the Group’s policies do not explicitly cover practices relating to agricultural activities, nor those connected to impacts on seas and oceans. The adoption of a Group Environmental Policy enables the organisation to address this issue in a structured manner, ensuring systematic monitoring of performance and continuous improvement in the management of issues relating to biodiversity and ecosystems. ESRS E4-3 – Actions and resources related to biodiversity and ecosystems ESRS E4-4- Targets related to biodiversity and ecosystems ESRS 2 GOV-4 – Statement on due diligence Following a review of the relevant key priorities, the 2024 target, which called for the development of a Plan for the protection and enhancement of Biodiversity, ecosystems and wildlife by 2026, and the launch of Implementation Plans by 2029, has been revised. This revision enables the issues of biodiversity conservation and enhancement to be integrated more effectively into the Group’s decision-making and operational processes, ensuring greater consistency between objectives, planning processes and implementation capacity.

Directors‘ report

203

Below are actions implemented and/or planned to manage impacts – both positive and negative, actual and potential - and address risks and opportunities, as

Actions

204

Scope

well as achieve goals and objectives of related policies. The Group has not made use of biodiversity offsetting in its action plans represented below.

Target

Value and base year

Status

•Development and implementation of the Plan for the conservation and enhancement of Biodiversity and ecosystems, which includes initiatives and projects capable of having a positive long-term impact on the ecosystem in terms of habitat conservation, restoration and expansion, ecosystem connectivity and biological diversity

Plan for the conservation N.A. and enhancement of Biodiversity and ecosystems to 2029

In N.A. progress

•Inclusion of biodiversity hotspots in eligible areas – either those not used for operational purposes or specifically designated for this purpose – with a view to regenerating and connecting natural habitats, creating spaces that promote the presence and protection of plant and animal species, and thereby contributing to the ecological continuity of the local areas

Over 1.3 km² of green spaces protected or included in regeneration and transformation projects for railway sites and nonoperational assets to 2030

In N.A. progress

Ferrovie dello Stato Italiane Group

N.A.

Results 2024

Key FS Group

Results 2025

Value chain

SDGs (Agenda 2030)

Preliminary analysis and definition of the Plan structure

9 12 15

N.A. monitoring from 2026

9 12 15

Infrastructure Railways

Infrastructure Roads

Transport Passengers

Transport Freight

Other services

Contribution to SDGs

Methodological notes

No ecological thresholds were considered in setting the targets. Targets are not mandatory by law and pertain to the prevention/minimisation of impacts and to the regeneration/ restoration of habitats (level of mitigation hierarchy). It should also be noted that these targets form part of a separate and complementary process to the EU’s 2030 biodiversity strategy and other national policies and legislation on biodiversity and ecosystems.

Directors‘ report

205

Metrics ESRS E4-5 – Impact metrics related to biodiversity and ecosystems change Where the Group’s activities affect territories or assets subject to protection, such as protected areas and/or areas subject to landscape constraints, a preliminary assessment is carried out which is aimed at verify the feasibility of the planned interventions and any conditions to be complied with in order to obtain any appropriate authorisations required by current regulations. With regard to infrastructures, it should be noted that the potential impacts on biodiversity are managed by the FS Group ex ante during the design phase of a railway and road work/infrastructure through the obligations provided for by environmental legislation (e.g. EIA) and, therefore, no specific metrics associated with the actual impacts have been identified, as these are managed in advance through the relevant authorisation and assessment procedures. For the Group’s operational sites involved in the operation of transport services (e.g. stations, garages, vehicle depots and fleets, maintenance workshops, etc.) located near or within protected areas - in several cases established after the site commenced operations -, specific precautionary, preventive and management measures are adopted in addition to standard procedures. These measures are Sites near or in sensitive areas with material processes that have an adverse impact on biodiversity

implemented in full compliance with current legislation, and integrated with the procedures set out in the Environmental Management Systems in place, which take into account, amongst other things, preparedness for and response to environmental emergencies. The management approach places particular emphasis on assessing any potential impacts associated with activities carried out in these contexts, with specific attention to emergency situations, ensuring the systematic implementation of mitigation and control measures appropriate to the area’s environmental sensitivity. For example, as part of the preparation of the EIA (Environmental Impact Assessment) for the construction or extension of transport infrastructure, mitigation and compensation measures aimed at environmental protection are implemented where necessary. Specifically, for sites/operations located in or near biodiversity-sensitive areas (including the Natura 2000 network of protected areas, UNESCO World Heritage sites and major biodiversity areas, as well as other protected areas), a specific assessment is conducted, and appropriate mitigation measures are identified and implemented as necessary based on its conclusions. The table below provides information on group-owned sites located in or near biodiversity-sensitive areas where activities are carried out which could potentially have an adverse impact on biodiversity.

2025

2024

Change

Quantity

(3)

-10.3%

Area in hectares

145

127

15%

METHODOLOGICAL NOTES Data on the land area of sites located near or within sensitive areas where significant technological processes take place that could potentially have an adverse impact on biodiversity has been collected and reported by the Companies, and aggregated at Group level via the IT reporting system (ESGeo). This data is typically collected by data entry staff by accessing land registry records and the information provided in site Environmental Analyses.

With regard to sites that may have an adverse impact on biodiversity, it should be noted that no manufacturing activities take place there; the activities carried out are exclusively vehicle maintenance. These activities may involve a limited release of piped emissions, such as the operation of heating systems for premises or technological installations equipped with systems for the abatement of fumes and/or particulate matter, as well as diffuse emissions linked to movement of vehicles, water discharges subject to treatment processes, and noise emissions. These are activities that are not considered to have an impact as they are always authorised by the competent Authorities. Other activities potentially posing an environmental risk are also carried out at the sites, such as the temporary storage of waste generated by maintenance work, and the storage of spare parts or hazardous substances, which are, however, managed in full compliance with environmental legislation, current authorisations, and the principles of prevention and precaution. With regard to the Group’s sites located near protected areas and potentially capable of impacting 206

Ferrovie dello Stato Italiane Group

biodiversity, it should be noted that, in this case too, these are exclusively sites used for vehicle maintenance or for the storage of means and materials. Given the distance from the boundaries of protected areas, and the nature of the environmental impacts associated with these activities, the risk of significant damage to ecosystems is very limited, and is mainly attributable to any particularly serious emergency situations (such as, for example, fires or accidental releases of large quantities of hazardous substances). With regard to construction sites located within or near protected areas, mitigation, restoration and compensation measures are defined by the competent Authorities as part of the authorisation procedures provided for by current legislation. In particular, where activities may interfere with protected sites, habitats or protected species, administrative procedures apply – for example, an Environmental Incidence Assessment, which is mandatory for works carried out on sites belonging to the Natura 2000 Network, or an Environmental Impact Assessment (EIA), required in the cases provided for by

Legislative Decree no. 152/2006 for works or activities that may have significant impacts on the environment, including ecosystems and natural components present in protected areas or their buffer zones, which provide for specific requirements clearly stated in the authorisation documents, and are identified and binding. These

define the precautions to be taken to prevent, reduce or offset the impacts on biodiversity associated with the project - with specific regard to sensitive habitats and protected species, and set out the monitoring and control procedures to be applied throughout all phases of the construction work and thereafter.

ESRS E5 – RESOURCE USE AND CIRCULAR ECONOMY Material ESRS sub-topics

Resource inflows, including resource use Waste Management policies and tools • Sustainability Policy • Environmental Policy • Management systems

IRO management ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities The process of identifying and assessing impacts, risks and opportunities related to resource use and circular economy, and the ways in which their respective interests and views are taken into account in the strategy and business model are described in the paragraph on Stakeholder management and double materiality process. In addition, the Parent Company and its main subsidiaries have environmental management systems certified in accordance with ISO 14001:2015, which enable them to identify, monitor and manage the environmental impacts, risks and opportunities associated with their activities and the services they provide. ESRS E5-1 – Policies related to resource use and circular economy The FS Group has adopted a “Sustainability Policy” to manage any material impacts, risks and opportunities related to resource use and circular economy. In addition, the FS Group has adopted a specific “Environmental Policy” in accordance with the Group’s Sustainability strategies and with a view to continuous improvement of its environmental performance. As part of its Environmental Policy, the Group has developed a specific sub-topic dedicated to resource use and circular economy, with the aim of steering business activities towards practices designed to use natural resources – including critical raw materials – in a rational and efficient manner, to prevent waste generation, and to promote the reuse and recovery of waste. The adoption of a Group Environmental Policy, which ensures a unified approach across all Companies, together with the implementation of the relevant environmental management systems, enables this issue to

be managed in a structured manner, ensuring systematic monitoring of performance, and continuous improvement in the management of aspects related to resource use and circular economy. Furthermore, the Group is committed to monitoring the impacts across the entire value chain, encouraging suppliers and business partners to improve their performance, and promoting sustainability principles in procurement decisions. For more details regarding procurement practices, please refer to the paragraph on Business Conduct (ESRS G1-2 – Management of Relationships with Suppliers). ESRS E5-2 –Actions and resources related to resource use and circular economy ESRS E5-3 – Targets related to resource use and circular economy ESRS 2 GOV-4 – Statement on due diligence The update to the structure of the Sustainability Plan has resulted in changes affecting certain targets. In particular, the targets relating to the reduction of unsorted waste (-50% by 2031), and the recovery of special waste (100% by 2031) have been reclassified as “ambitions”, whilst the target of achieving 70% of municipal waste sent for sorted collection by 2031 has been suspended following a review of the Group’s key priorities, which prioritises measures aimed at reducing unsorted municipal waste, in line with the European waste management hierarchy; however, the monitoring of waste intended for separate collection remains in place. Likewise, the target regarding the use of 80% of recycled and low-carbon steel by 2033 has been suspended, following a feasibility analysis and an assessment of the maturity of the supply chain; the setting of a new target will be evaluated in light of developments in certification standards for the steel Directors‘ report

207

supply chain, the availability of data, and the expiry of existing contracts. Below are actions implemented and/or planned to

Actions

208

Target

Value and base year

Status

•Increasing the separate collection of waste generated by station customers through targeted initiatives and improvements to the collection and disposal process

60% of sorted waste at Major Stations to 2030

47% of waste sent for separate collection (2024 base year)

In N.A. progress

• Reuse of materials with a view to industrial symbiosis and operational synergies between infrastructure projects

Launch of the Platform for integrated management of materials (2027) and excavated earth and rock (2028)

Out-of-system management (2024 base year)

In Out-of-system progress management

Ferrovie dello Stato Italiane Group

Scope

manage impacts – both positive and negative, actual and potential - and address risks and opportunities, as well as achieve goals and objectives of related policies.

Results 2024

Key FS Group

Results 2025 54% of waste sent for separate collection (5,498 t) Preliminary design of the Platforms

Value chain

SDGs (Agenda 2030)

Infrastructure Railways

Infrastructure Roads

Transport Passengers

Transport Freight

Other services

Contribution to SDGs

Methodological notes

11 12 15 11 12 15

The FS Italiane Group has identified and set targets without considering ecological thresholds. The targets are not mandatory by law.

Directors‘ report

209

With regard to incoming flows, the actions taken focus on the careful selection of raw materials and materials, giving preference to those with the lowest environmental impact. In recent years, there has been an increasing focus by Group companies on selecting their suppliers according to sustainability criteria, assessing their environmental and social practices, in line with the commitments defined in the Sustainability Policy and the Environmental Policy. The reduction of materials used and raw materials contained therein remains a complex challenge, related to the specific features of the companies’ businesses and market conditions: the FS Group is committed to finding new solutions, increasing the shares of recycled and non-virgin materials it has purchased. With regard to outflows, the companies act to support and implement sustainable practices throughout the value chain, with the aim of minimising waste generation and optimising the use of resources. The adoption of a business model based on circular economy allows the FS Group to reduce waste and prevent waste production while maximising resource reuse, recycling and recovery. On the issue of waste, initiatives are taken on an ongoing basis to raise awareness among workers, customers and contractors in order to increase, on the

one hand, the collection of waste made up of valorisable commodity fractions and, on the other hand, to reduce the quantities of unsorted waste. Circular design is a principle applied by Group companies that build and operate infrastructure. Every phase of the works’ life cycle - design, construction, operation, maintenance, and decommissioning - is marked by sustainability. Metrics ESRS E5-4 – Resource inflows In operating in various sectors, the Group has a high need for materials, with the variety reflecting the specificity of each business. By way of example, during the reporting year, the passenger transport sector purchased materials needed for its operations, the maintenance of efficient vehicles and equipment, whilst the sector linked to the operation of railway infrastructure mainly procured reinforcing steel for railway superstructure66, which is needed for network maintenance and development of the rail transport network. In recent years, the FS Group has also begun to monitor the purchase of materials composed, either in whole or in part, with components deriving from recycling or sustainable supply chains.

The table below shows the quantities of relevant materials purchased by the Group in 2025. Materials - FS Group

Measurement unit

2025

2024

Change

Rail superstructure reinforcing steel and technological systems

225,600

259,250

(33,650)

- From recycled and recovered materials (6%)

12,981

14,569

(1,588)

Antifreeze

122,177

133,823

(11,646)

Batteries for industrial use

2,105,334

496,535

1,608,799

- From recycled materials (27%)

571,255

16,143

555,112

Technical gases

151,064

156,141

(5,077)

Lubricants

675,758

529,713

146,045

Melting salts

18,036

14,232

3,804

Solvents

8,408

15,113

(6,705)

Chemicals

838,680

590,938

247,742

PSC sleepers

201,853

149,077

52,776

- From recycled and recovered materials (10%)

20,605

20,968

(363)

Wood sleepers

4,010

5,346

(1,336)

- From recycled and recovered materials (4%)

171

242

(71)

566,687

370,749

195,938

Paints

66. The term “rail superstructure” refers to the set of components that make up the track, designed to provide proper support, direction and restraint for railway vehicles, thereby ensuring the safety and smooth running of traffic. In technical terms, the superstructure consists of rails, sleepers, fastenings, joints and track equipment (points, switches and junctions).

210

Ferrovie dello Stato Italiane Group

The table below sets out the most significant materials used in the construction of infrastructure on the part of contractors outside the Group. These figures do not show a linear trend, as the scope and progress of the works vary from year to year, affecting the comparability of the time series. In 2025, measures were introduced Materials – railway infrastructure contractors

to improve data quality: the figure for concrete was adjusted to correct inaccuracies identified during 2024, whilst quantities previously classified as “iron” were reclassified under the category “steel for other uses”, ensuring a more consistent and accurate representation of the nature of the material. Measurement unit

2025

2024

Change

Rail superstructure reinforcing steel

83,049

24,505

58,544

- From recycling (29%)

23,708

1,327

22,381

Steel for rail technological systems

7,248

1,935

5,313

- From recycling (14%)

1,010

283

727

Steel for other uses

621,931

569,270

52,661

- From recycling (37%)

230,015

320,060

(90,045)

Aluminium

1,275

1,084

191

- From recycling (1%)

Concrete

8,822,116

7,388,717

1,433,399

- Containing recycled aggregates (0.4%)

34,105

47,143

(13,038)

Conglomerate

430,650

200,735

229,915

- From recycling (2%)

8,324

844

7,480

Inert material

11,234,658

7,055,284

4,179,374

- From recycling (8%)

934,010

813,322

120,688

Crushed stone

2,510,511

2,740,409

(229,898)

- From recycling (0%)

Copper

8,489

1,648

- From recycling (0.01%)

Earths – procurement

654,032

333,172

320,860

Earths – reuse within the work

5,902,362

5,609,976

292,386

Earths - use in other production cycles or environmental redevelopment

13,582,753

7,321,215

6,261,538

PSC sleepers

579,143

560,264

18,879

- From recycling (0%)

ESRS E5-5 – Resource outflows The Group’s resource outflows essentially concern waste generated by the performance of transport services, and the operation and efficiency maintenance of vehicles and infrastructure. The waste generated is to be sent for recovery, and, on a residual basis, for disposal while flows of resources composed of products and materials are substantially absent. The FS Group is constantly engaged in raising awareness of waste management among workers,

6,841

customers and contractors, with the aim of increasing sorted waste and reducing unsorted waste. The type of waste varies according to the service or activity performed (transport, maintenance, infrastructure, station services, etc.), with a predominance of special waste in mass units compared to urban waste: in fact, the latter accounts for approximately 5% of the total, amounting to 15,247 tons. The table below shows the amount of waste generated by the Group Companies.

Directors‘ report

211

Waste generated by the FS Group

2025

2024

Change

URBAN WASTE (t)

15,247

20,326

-5,079

-25%

Unsorted waste

7,547

10,250

- 2,703

-26%

Sorted waste

7,314

8,385

-1,071

-13%

Other urban waste

386

1,691

-1,305

-77%

SPECIAL WASTE GENERATED BY THE FS GROUP (t)

286,749

292,970

-6,221

-2%

- of which non-recycled waste (98%)

283,097

287,351

-4,254

-1%

Special non-hazardous waste sent for recovery

225,415

236,874

-11,459

-5%

- of which to preparation for reuse and storage

215,684

222,985

-7,301

-3%

- of which to recycling

1,464

2,264

-800

-35%

- of which other recovery operations

8,267

11,624

-3,357

-29%

-1

-96%

6,587

7,001

-414

-6%

- of which to incineration

460%

- of which to landfill

201

-103

-51%

6,461

6,795

-334

-5%

Special hazardous waste sent for recovery

53,396

47,340

6,056

13%

- of which to preparation for reuse and storage

50,921

43,674

7,247

17%

- of which to recycling

2,187

3,355

-1,168

-35%

- of which other recovery operations

287

311

-24

-8%

259%

1,351

1,755

-404

-23%

140

203%

-28

-100%

1,211

1,681

-470

-28%

- of which energy recovery Special non-hazardous waste sent for disposal

- of which other disposal operations

- of which energy recovery Special hazardous waste sent for disposal - of which to incineration - of which to landfill - of which other disposal operations Radioactive waste

METHODOLOGICAL NOTES Urban waste Data are estimated through aggregation performed on the Group’s sustainability reporting IT platform (ESGeo). The estimation of urban waste involves three different analyses: the first involves the direct weighing of waste; the second estimates the number and quantity of average bag weight or per capita production; the third, on the other hand, in the absence of internal criteria or measurement devices, involves the use of literature data of the value of 0.29 tonnes per year per employee for unsorted waste and 0.21 tonnes per year per employee for waste from separate collection. Other urban waste can be either weighed or estimated by using the same approach as urban waste. Specifically, this waste consists of: bulky materials (EWC code – European Waste Catalogue – 200307), wood (EWC code 200138), metal (EWC code 200140), toner (EWC code 080318), clothing and textiles (EWC code 200110 and EWC code 200111), and waste abandoned by third parties and classified as urban (e.g. parking areas available to public). Special waste The figure for special waste is based on the weight measured by scales and recorded in the documents regulated by the relevant legislation. If direct weighing is not possible on site, and the transport documents certifying the weight verified on arrival were not available within the reporting period, the data are estimated and similar to what is reported in the transport documentation. The figure for non-recycled waste includes all special waste, both hazardous and non-hazardous, to be sent for recovery and disposal. Special waste sent for recycling is excluded. For more details on the methods of estimation, please refer to the table on “Accounting policy for sustainability metrics” in the Appendix.

In order to provide a comprehensive overview of the main types of special waste generated in terms of mass units, both hazardous and non-hazardous, the FS Group collects information from companies regarding the three

main types of special waste they generate. A summary of the information collected and aggregated is set out in the table below.

Types of special waste – FS Group

212

Recovery

Disposal

Ferrous metals from maintenance

Septic tank sludge

Scrap iron and steel

Aqueous waste solutions

End-of-life vehicles

Sewage sludge

Ferrovie dello Stato Italiane Group

The data relating to the amounts of waste generated by contractors which work in operations concerning rail infrastructure, as already specified for materials, is reported separately. In contrast to the FS Group, contractors’ special waste is classified solely according

to final destination, without any further distinction of categories. Nevertheless, the majority of waste, whether intended for recovery or disposal, consists of construction materials, such as earths, excavated rock, and cement.

Waste generated by railway infrastructure contractors

2025

2024

Change

Special hazardous waste sent for recovery

20,393

13,182

7,211

55%

Special hazardous waste sent for disposal

11,349

5,313

6,036

114%

Special non-hazardous waste sent for recovery

3,983,682

2,319,108

1,664,574

72%

Special non-hazardous waste sent for disposal

667,320

171,537

495,783

289%

Directors‘ report

213

SOCIAL INFORMATION ESRS S1 – OWN WORKFORCE Material ESRS sub-topics

Working conditions Equal treatment and equal opportunities for all Other work-related rights Management policies and tools • Code of Ethics • Sustainability Policy • General guidelines on occupational health and safety • Travel security guidelines and procedure • Diversity, equality & inclusion policy (DEI Policy) • Gender Equality Policy • Code of Conduct on sexual harassment in the workplace • Data Protection Framework • Policy on the proper and safe use of Digital Resources • Management of reports – Whistleblowing • Talent acquisition guidelines and procedure • Talent Management System • Employment inclusion and equal opportunity of people in gender transition • Policy for the effective inclusion of people with disabilities and/or specific learning needs • Guidelines and procedure on remuneration policies and incentive systems • Management systems

Strategy ESRS 2 SBM-2 – Interests and views of stakeholders The process of identifying and assessing impacts, risks, and opportunities related to own workforce, and how the respective interests and views are taken into account in the strategy and business model, are described in the paragraph on Stakeholder management and double materiality process. ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model(s) The FS Group, as part of its disclosure under ESRS 2, has included all of its own workers who could be subject to material impacts, including those directly related to the Group’s own operations and value chain, including through its services and business relationships. Specifically, employees of the FS Group – manual workers, office workers, middle managers, and senior managers and executives – and non-employee workers (people who have contracts with the company to provide labour, known as self-employed workers, and workers supplied by firms whose main activities involve the recruitment, selection and supply of staff) represent the type of workers subject to the identified material impacts. Any adverse impacts to which the aforementioned stakeholders are or could be exposed are related to individual incidents that may occur in the performance of business activities (e.g., accidents at work and personal data breaches). Material positive impacts, on the other hand, arise from the Group’s activities and initiatives aimed at improving the well-being, working environment, development and professional growth of employees. 214

Ferrovie dello Stato Italiane Group

Material risks arising from the negative impacts generated by the undertaking on its own workforce include “Noncompliance with legislation, regulations or standards.” For example, failure to adopt and/or enforce ICT security best practices may result in loss of data integrity or confidentiality resulting in exposure to negative economic impacts in terms of fines and penalties. Material risks arising from dependencies on one’s own workforce include “Shortage of professionals with specialist or emerging skills (key people).” For example, the growing need for digital professionals who can handle emerging technologies (e.g., AI), or the increasing demand for engineers and construction professionals that the market cannot meet, may lead to adverse economic effects in terms of lower business productivity. The quality of the FS Group’s performance depends heavily on the performance of employees. In this context, one of the most relevant opportunities is the “Job creation and skills improvement in the context of a «just transition»” with regard to its own workforce. This approach provides the Group with an opportunity to create new jobs, and to strengthen and update staff skills, supporting workers through technological, digital and environmental transformation processes by investing in training, reskilling and professional development. The transition plans described under ESRS E1 - Climate Change do not generate any material impact on the own workforce. No material risks are reported with regard to forced or compulsory labour and child labour operations. For more information on how the Group has understood how workers with particular characteristics, and those working in particular environments or performing

certain activities, may be most at risk, please refer to the paragraph on Stakeholder management and double materiality process. Material risks and opportunities in relation to own workforce do not involve specific groups but all workers. IRO management ESRS S1-1 – Policies related to own workforce The FS Group has adopted the “Sustainability Policy” which defines the guidelines for the management of material impacts, risks and opportunities on its own workforce. Ferrovie dello Stato Italiane and the main Group companies have certified Workers’ Health and Safety Management Systems, and, as from 2025, also a Gender Equality Management System in accordance with UNI/PdR 125:2022. The FS Group has adopted specific policies - the “Diversity, Equality & Inclusion Policy”, and the “Gender Equality Policy”, aimed at eliminating discrimination, including harassment, and promoting equal opportunities and other solutions to support diversity and inclusion; the Group’s documentation, including the Code of Ethics, covers the following specific grounds for discrimination: ethnicity, skin colour, gender, sexual orientation, gender identity, disability, age, religion, political opinion, national ancestry or social background, as well as any other form of discrimination covered by EU and national regulations. In addition, specific policies on remuneration and incentive schemes have been designed for employment inclusion and equal opportunities for people in gender transition. The Group has also made specific commitments to enhance the presence of women within its workforce: • we are members of the platform, created by the European Commission, Women in Transport - EU Platform for Change (a requirement for joining the Platform is to have best practices implemented in favour of gender balance to share with other member organisations committed to improving women’s employment); • we have subscribed to the WEPs, Women’s Empowerment Principles, defined by UN Women, the United Nations gender equality agency, through which it aims to enhance and promote the presence and equal opportunities of women with respect to the workplace, the market and the community through which the Group operates; • we have obtained the Gender Equality Certification (UNI/PdR 125:2022) for the Group’s main companies.

In addition, since 2017, the FS Group has adhered to the UN Global Compact network, committing to respect and integrate into its way of doing business the 10 principles on human rights, labour, environment and anti-corruption; these principles complement and reinforce the commitments already laid down in the Sustainability Policy, Code of Ethics, Model 231, Anti-Corruption Policy and Anti-Corruption Management Model. In particular, the Group, by joining the Global Compact, has formally committed to: • uphold and respect international provisions on human rights67; • ensure that it is not jointly liable for the abuse of human rights norms. For this reason, as referred to in the Code of Ethics, the Group is committed to promoting “the creation of respectful and collaborative working environments by repressing all forms of harassment; policies aimed at the psycho-physical well-being of personnel, seeking an integration between work needs and personal and family needs; the rejection of the exploitation of labour, including and especially child labour; the non-tolerance of any form of irregular labour; and the commitment to guaranteeing fair regulatory and pay treatment, based on criteria of merit and competence, without any discrimination...”. For information regarding the main measures to ensure the protection of the data of customers, employees, suppliers and other third parties, please refer to the paragraph on Data Protection Department of the Report on corporate governance and ownership structure. Finally, in a complex and strategic business environment such as that in which our Group operates, the vision and values that guide the leadership on the path to corporate growth and transformation play a crucial role. This is why, in 2025, the FS Group’s Leadership Manifesto was created, which was the result of a process of reflection, sharing and joint planning among the FS Group’s top managers, which aims to act as a catalyst in the cultural evolution of our company, designed to inspire, guide and reinforce the thoughts and behaviours of everyone. At the heart of the Manifesto there are three fundamental values: integrity, courage and responsibility. These are principles that guide the Group’s industrial and strategic decisions, but also the actions of the men and women who are its most valuable asset. The Manifesto, in fact, sets out a vision that recognises the company as a community of people united by shared goals and values. The FS group bases its activities not only on these three values, but also on five key priorities: collaboration, expertise, change, care and consistency – five priorities that build a strong, consistent, cohesive and forward-looking corporate identity.

67. United Nations Universal Declaration of Human Rights (UDHR), European Convention on Human Rights, International Labor Organization (ILO) Declaration on Fundamental Principles and Rights at Work, International Covenant on Civil and Political Rights (ICCPR), International Covenant on Economic, Social and Cultural Rights (ICESCR), OECD Guidelines for Multinational Enterprises, United Nations Guiding Principles on Business and Human Rights (UNGPs) and the 10 Principles of the United Nations Global Compact.

Directors‘ report

215

ESRS S1-2 – Processes for engaging with own workforce and workers’ representatives about impacts As stated in the Sustainability Policy, the Group is committed to the activation of systematic engagement processes for its stakeholders. The general processes for engaging its own workers and employee representatives on material actual and potential impacts on its own workforce is done through various initiatives, such as workshops and seminars to discuss and develop new ideas and solutions, surveys and feedback to gather opinions and suggestions from employees, working groups to address specific operational and strategic issues, or through ongoing training to update skills and improve performance. The frequency of involvement varies depending on the activities, for example: • surveys and feedback are collected regularly, annually or biannually; • working groups are active on an ongoing basis, with weekly or monthly meetings; • training is offered on an ongoing basis, with sessions scheduled throughout the year, both in-person and online, focusing on specific topics such as occupational health and safety; • events such as Safety Days and traveling theatre shows, organised to raise awareness and engage employees on these issues. On the issue of gender equality, the FS Group Company Agreement provides for Equal Opportunities Committees (EOCs), composed of representatives of trade unions and company representatives. These committees, divided into a national EOC and 15 regional EOCs, are responsible for promoting, stimulating and proposing measures to foster women’s employment, development and training, including in roles related to new technologies. They are also responsible for facilitating the reintegration of female workers after maternity leave and raising awareness of the phenomenon of violence against women, as well as preventing harassment in the workplace. EOCs meet on average every 2-3 months or when there are campaigns and initiatives to be launched. Furthermore, as part of the gender equality management system, the FS Group’s Gender Equality Steering Committee has been established, which is tasked with defining the Gender Equality policy and ensuring its effective implementation and ongoing application. Operational responsibility for ensuring workforce engagement and results orientation concerns the functions and departments headed by the HR managers of the Parent Company (also with the role of guidance and coordination for the Group professional family) and the various subsidiaries. This role is crucial for coordinating engagement initiatives to ensure that they are aligned with the company’s strategic objectives. Monitoring and evaluation of feedback identify areas for improvement in implementing further activities to promote and spread an inclusive corporate culture that enhances the contributions 216

Ferrovie dello Stato Italiane Group

of all employees and fosters collaboration. With regard to agreements between the company and employee representatives, formal agreements with trade unions (OO.SS.) are in placed within the Group, protecting workers’ health and safety, to promote projects that foster a culture of safety and prevention among workers by constantly updating employee training and with the introduction of new equipment and new technologies. For more information on Industrial Relations, please refer to the paragraph on ESRS S1-8 –Collective bargaining coverage and social dialogue. ESRS S1-3 – Processes to remediate negative impacts and channels for own workers to raise concerns The FS Group has implemented specific processes to manage negative impacts on its own workers. In particular, with regard to health and safety and working environments, measures have been implemented for the prevention and management of accidents at work, health surveillance, and continuing training programs to ensure a safe and healthy working environment. In addition, with regard to data protection, the FS Group has adopted a Data Protection Framework which includes measures for classifying and protecting the confidentiality of information. The channels made available by the FS Group to its own workforce to express concerns are as follows: • Whistleblowing: a tool for receiving and managing reports of violations involving facts referable to FS Group persons or third parties, in accordance with the requirements of the procedure on Management of Whistleblowing Reports. For further details, please refer to the paragraph on Management of Reports - Whistleblowing of the Report on corporate governance and ownership structure; • Ethics Committee: as stated in the Group’s Code of Ethics, it is possible to contact the Ethics Committee of the company to which one belongs for questions, doubts and clarifications regarding the meaning and application of the Code of Ethics by using the following channels: e-mail, regular mail, and other communication tools made available by the company. The Committee handles requests received seriously, fairly and expeditiously; • Trust Advisor: a third-party and super partes advisor provided for in the Group’s Code against sexual harassment in the workplace. Male and female workers who believe they are victims of sexual harassment can contact the advisor - via e-mail, telephone or a dedicated listening desk - to receive advice and assistance in the procedure, both informal and formal, provided for the resolution of the issue; • Welly: a tool dedicated to collecting suggestions and proposals from employees to improve the working environment within the Group. It can be accessed through in-house company WE intranet

and WEshare platform. The information collected is forwarded to the relevant managers for any appropriate evaluation and action. • We Care Seminars are an additional engagement tool, providing an open space for employee requests and questions. These seminars are designed based on topics of interest that have emerged from previous sessions, thus ensuring that participants’ needs are always the focus; • Communities on the company intranet (WE): digital spaces which are focused on key topics for the FS Group (such as diversity, equity and inclusion, and employee wellbeing), and which make it possible to share company updates and gather insights, suggestions and concerns from registered employees, thus fostering an ongoing and constructive dialogue. There are also external channels, which are not directly operated by the Group, and to which the workforce can turn: • Trade Unions: as prescribed by the Ministry of Labour and Social Policies, male and female workers who feel that their employer is not respecting their contractual and trade union rights can turn to a trade union organisation for protection and assistance; • National Contact Points: all countries that have adhered to the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct must establish a National Contact Point (NCP), whose mandate is the promotion of the aforementioned Guidelines and related guidance on due diligence, and handle cases as a non-judicial grievance mechanism. For more details regarding the processes to remedy material negative impacts on own workers, as well as any methods used to assess the effectiveness of that remedy, please refer to the specific disclosures in ESRS S1-4 – Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions and ESRS S1-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities.

ESRS S1-4 –Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions ESRS S1-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities ESRS 2 GOV-4 – Statement on due diligence Following the update of the Sustainability Plan, the target for eliminating fatal workplace accidents among employees has been redefined; it has now become an ambition linked to structured training and awarenessraising initiatives in the field of health and safety, with a view to improving alignment between the long-term vision, planned initiatives, and implementation capacity. This link is justified by the fact that training is recognised as a key lever for fostering responsible behaviour, and promoting a safety culture. In this context, a specific target has been set to involve 100% of Group companies in dedicated initiatives – such as, for example, Safety Day – with the aim of achieving this goal by 2029. As part of talent management processes, it was deemed appropriate to suspend the target relating to individuals under the age of 40 involved in senior manager succession plans, as this has become established practice, firmly integrated into the Group’s talent management framework and part of current organisational procedures. Over the course of recent cycles, the focus on generational diversity has, in fact, been gradually incorporated into the guidelines, assessment tools and calibration meetings, becoming a standard and systematic criterion in the definition of succession proposals. Furthermore, in order to align the timelines with the 2026–2030 Industrial Plan, the targets relating to corporate welfare measures, the increase in the number of women in managerial roles, and the involvement of employees in individual learning plans have been extended by one year compared to the previous deadline.

Directors‘ report

217

The following are the actions taken, planned or already underway to manage impacts – both positive and negative, actual and potential - and address risks and

Actions

218

Scope

opportunities, as well as achieve the goals and objectives of related policies.

Target

Value and base year

Status

Results 2024

•INAIL-FS protocol for occupational health and safety. •Safety Day •Ongoing general and technical health and safety training for workers according to their specific job description •Awareness-raising activities on health and safety issues •Maintenance of Occupational Safety Management Systems

100% of Group companies involved in training and awarenessraising initiatives (e.g., Safety Day) on safety culture to 2029

N.A.

In N.A. progress

•Increasing the basket of welfare goods and services available to people •Development of corporate welfare initiatives that meet people’s specific and diverse needs, including through an increase in the dedicated budget •Use of an increasing and diversified number of tools for the dissemination and promotion of corporate welfare (e.g., training pills, webinars, surveys, in-person meetings at FS Group facilities)

85% of users receiving welfare services by 2030

N.A.

In 84% progress

•Feedback on 2024 data to all Group managers and clarification of target growth goals; systemwide disclaimer on compliance with gender percentages in identifying successors; management of calibration meetings to appoint growth individuals, by also using gender mix criteria

>33% of women in managerial roles by 2030

N.A.

In 32.6% progress

•Gender-neutral review of the Professional System for business roles; cross-cutting mapping of DEI (Diversity, Equity & Inclusion) competencies related to roles, organisational layers, and professional families; start of design and delivery of training programmes with integrated DEI expertise development

50% of company population involved in training in DEI issues by 2027

N.A.

In 27% progress

•Sensitisation towards managers and employees on the centrality of the Learning Plan; monitoring of progress in their production; recovery actions, both massive and ad hoc

70% of company population with individual learning plans by 2030

N.A.

In 54% progress

Ferrovie dello Stato Italiane Group

Key FS Group

Results 2025

Value chain

SDGs (Agenda 2030)

Infrastructure Railways

Infrastructure Roads

Transport Passengers

Transport Freight

Other services

Contribution to SDGs

Methodological notes

83% of Group companies involved in training and awareness-raising initiatives

3 8

93%

4 5 8 10

The scope of the target covers Group companies that apply the Mobility/AF (Railway Operations) Area National Collective Labour Agreement (CCNL) and the FS Group Company Agreement: Ferrovie dello Stato Italiane SpA, RFI SpA, Trenitalia SpA, Ferservizi SpA, FS Engineering SpA, FS Sistemi Urbani SpA, Italcertifer SpA, FS Logistix SpA, Mercitalia Rail Srl., FSTechnology SpA, Trenitalia-Tper S.c.a.r.l., Crew Srl., FS International SpA, Terminali Italia Srl., FS Security SpA, FS Treni Turistici Italiani Srl., FS Park SpA and Fondazione FS Italiane.

33.3%

3 8

The scope of the target covers the following companies: Ferrovie dello Stato Italiane SpA, RFI SpA, Trenitalia SpA, Ferservizi SpA, FS Engineering SpA, FS Sistemi Urbani SpA, FS Logistix SpA, Mercitalia Rail Srl., Mercitalia Intermodal SpA, Busitalia Veneto SpA, Busitalia Rail Service, Busitalia Campania SpA, Grandi Stazioni Rail SpA, Terminali Italia Srl., Italcertifer SpA, FSTechnology SpA and Cremonesi Workshop.

44%

3 8

The scope of the target covers the following companies: Ferrovie dello Stato Italiane SpA, Ferservizi SpA, FS Sistemi Urbani SpA, FSTechnology SpA, FS Engineering SpA, FS Logistix SpA, Mercitalia Rail Srl., RFI SpA and Trenitalia SpA

62%

3 8

Directors‘ report

219

Metrics ESRS S1-6 – Characteristics of the undertaking’s employees The Group’s own workforce consists of different types of workers, both employees and non-employees. The main categories are as follows: • Employees: manual workers, office workers, middle-managers and executives of FS SpA and its subsidiaries; • Self-employed workers: workers who work independently and are not directly employed by the FS Group. This category includes, for example,

220

consultants and professionals who provide specific services on a contractual basis; • Workers provided by third-party companies: workers provided by outside firms, which are primarily engaged in personnel recruitment, selection and supply of labour. These workers may be employed in various roles within the FS Group, depending on operational needs. At 31 December 2025, there were 96,841 people in the FS Group, predominantly in Italy, more than 86%, and with approximately 22% female staff.

Employees broken down by gender and country (in number of persons)

2025

2024

Change

Men

75,584

75,652

(68)

-0.1%

Women

21,257

20,683

574

+2.8%

Other

Not disclosed

Total employees

96,841

96,335

506

+0.5%

- of which Italy

83,659

81,762

1,897

+2.3%

- of which foreign countries

13,182

14,573

(1,391)

-9.5%

Employees based on the type of contract, broken down by gender (in number of persons)

2025

2024

Change

Permanent employment contracts

93,702

91,666

2,036

+2.2%

– of which women

20,432

19,528

904

+4.6%

– of which men

73,270

72,138

1,132

+1.6%

– of which other

– of which not disclosed

Fixed-term employment contracts

3,139

4,669

(1,530)

-32.8%

– of which women

825

1,155

(330)

-28.6%

– of which men

2,314

3,514

(1,200)

-34.1%

– of which other

– of which not disclosed

Variable-time employment contracts

– of which women

– of which men

– of which other

– of which not disclosed

Ferrovie dello Stato Italiane Group

Employees based on the type of contract, broken down by region (in number of persons)

2025

2024

Change

Permanent employment contracts

93,702

91,666

2,036

+2.2%

of which Italy

82,950

81,052

1,898

+2.3%

– Northern Italy

31,489

31,051

438

+1.4%

– Central Italy

28,347

27,495

852

+3.1%

– Southern Italy and islands

23,114

22,506

608

+2.7%

Of which foreign countries

10,752

10,614

138

+1.3%

Fixed-term employment contracts

3,139

4,669

(1,530)

-32.8%

of which Italy

709

710

(1)

-0.1%

– Northern Italy

156

133

+17.3%

– Central Italy

120

(22)

-18.3%

– Southern Italy and islands

455

457

(2)

-0.4%

Of which foreign countries

2,430

3,959

(1,529)

-38.6%

Variable-time employment contracts

of which Italy

– Northern Italy

– Central Italy

– Southern Italy and islands

Of which foreign countries

In continuing on the path to generational turnover, 8,515 new hires were made from the market in 2025,

against 6,362 employees leaving the Group, with an employee turnover rate of 6.7%.

Changes in headcount

2025

2024

Change

New hires

8,515

9,736

(1,221)

-12.5%

Terminations

6,362

6,374

(12)

-0.2%

Turnover rate

6.7%

6.9%

-0.2 p.p.

The employee turnover rate was calculated based on average headcount. The figures for the size of the company’s own workforce are calculated at the end of the reporting period, in accordance with the methodologies adopted by the Group for reporting data on its own workforce. As can be found in the notes to the Group’s Consolidated Financial Statements, personnel costs are the most representative headcount of the own workforce.

Non-employee workers (in number of persons)

The figures for the headcount of non-employee workers in the own workforce are calculated at the end of the reporting period, in accordance with the methodologies adopted by the Group for workforce reporting. ESRS S1-8 – Collective bargaining coverage and social dialogue

ESRS S1-7 – Characteristics of non-employee workers in the undertaking’s own workforce Non-employee workers in the FS Group include people who have contracts with the company to provide labour, known as self-employed workers, and workers provided by firms that are primarily engaged in personnel recruitment, selection, and supply of labour. These workers perform a variety of roles and tasks within the FS Group, contributing significantly to daily operations and special projects.

2025

2024

Change

2,166

1,986

180

+9.1

The FS Group attaches great importance to collective bargaining and social dialogue, recognising their fundamental role in promoting balanced industrial relations and ensuring decent working conditions for all employees. The Group is committed to maintaining a constructive dialogue with trade union organisations in order to jointly address industry challenges and promote Directors‘ report

221

employee well-being. This approach is reflected in extensive collective bargaining coverage, which ensures that employees are effectively represented and their rights are protected. In this context, the decisions and activities of the Group

and its companies are workforce-driven through the involvement of union representatives through which the company gathers information and guidance regarding workers’ needs, as well as their expectations.

Collective bargaining coverage Coverage rate

Social dialogue

Employees – EEA (for countries with > 50 workers who account for > 10 % of total workers)

Workplace representation (EEA only) (for countries with > 50 workers who account for > 10 % of total workers)

Italy

0-19% 20-39% 40-59% 60-79% 80-100%

The percentage of the Group’s total workforce covered by collective agreements was 97% in 2025 (for FS Saudi Arabia, Rom Rail, Trenitalia UK and Exploris, the figure was estimated by using the Group’s coverage rate); there is no disclosure regarding employees covered by collective labour agreements outside the European Economic Area (EEA) as this does not apply. At present, there are no agreements with the own workforce for representation by a European Works Council (EWC), a European Company (EC) Works Council, or a European Cooperative Company (ECC) Works Council. Under Article 14 of the National Collective Labour Agreement for Mobility/Railway Operations Area includes provisions on the establishment of EWCs, in line with current legislation, according to which any

ESRS S1-9 – Diversity metrics The Group believes that diversity is a value to be recognised, understood and reinforced. It undertakes to create an open and inclusive work environment with the conviction that the diversity of its people is a source of organisational well-being and competitive edge for the business. The FS Group has defined “Top Management” as the executive professional category that includes “senior managers” and “executives.” In 2025, the Group had 1,302 executives (+92 compared to 2024), including 936 men (71.9%) and 366 women (28.1%).

Breakdown of employees by age group

2025

2024

Change

less than 30 years old

23,734

23,958

(224)

-0.9%

between 30 and 50 years old

45,342

44,164

1,178

+2.7%

over 50 years old

27,765

28,213

(448)

-1.6%

Total

96,841

96,335

506

+0.5%

ESRS S1-10 – Adequate wages The FS Group adopts a transparent and structured approach to the management of pay policies, ensuring that salaries are competitive and responsive to employees’ needs. The National Collective Labour Agreements (CCNL) constitute the reference collective legislation for the Companies’ employees, suitable to ensure the most appropriate safeguards on labour, union and personal rights in compliance with current laws and also granting additional benefits and facilities aimed at further strengthening said safeguards. In addition, they guarantee all employees of the Companies an adequate wage in line with the benchmarks applicable in each country. 222

establishment should take place at the Group level. The initiative can be taken by both the Company and the Trade Unions but, to date, such a request has never been made or discussed at union meetings.

Ferrovie dello Stato Italiane Group

For all employees not covered by a National Collective Labour Agreement, wages are in line with market-wide benchmarks and external benchmarking tools are used to ensure fair and adequate pay. The FS Group’s executive remuneration system is structured to ensure consistency of company remuneration levels (internal pay equity) with respect to different organisational roles and to ensure competitiveness and alignment with best market practices. Remuneration is composed of a fixed component and a variable component. The fixed component is determined based on the executive’s role and responsibilities while the variable component is linked to the achievement of specific objectives, both

individual and corporate, which may include financial, operational, and sustainability performance. Pay adjustment measures are aimed at supporting company management and development policies, as well as enhancing the value of staff in order to increase their sense of belonging and motivation over time. For other staff members, the pay architecture refers to the provisions of the National Collective Labour Agreement, which provides for any salary increases and payment of (one-time) non-recurring bonuses. In addition, for middle manager staff in charge of microstructure organisational units of high relevance to the corporate mission and to the achievement of the Group’s main goals, an incentive system is in place in line with that defined for executive staff. ESRS S1-11 – Social protection The FS Group provides its employees with comprehensive social protection, both through public programs and through benefits offered by its own companies. These measures aim to protect workers from loss of income during significant life events, such as illness, unemployment, occupational injury, acquired disability, parental leave, and retirement. In addition to social security safeguards, the FS Group promotes a corporate welfare system aimed at improving workers’ well-being and motivation. This commitment is embodied in initiatives that facilitate worklife balance by meeting the daily needs of employees. The FS Group’s Welfare Plan puts people at the centre, paying special attention to individual needs through welfare schemes dedicated to providing support to family, sustainable mobility, and needs related to care, well-being, leisure, and health promotion. Key projects include: • Family support: grants for expenses incurred by employees for their family members; • Disabled child benefit: grants for employees with children with disabilities; • Work-life balance: grants for leisure welfare services and other expenses, such as books and technology; • Psychological well-being: grants allocated for services aimed at promoting people’s well-being; • Sustainable mobility: reimbursement of local public transport season ticket; • Supplementary pension: grants allocated to the supplementary Eurofer Pension Fund and an additional company grant of 2% of salary; • Supplementary health care: grants for a health care plan which includes multiple health benefits; • Health prevention: access to free check-ups at the local facilities of the RFI Health Department. ESRS S1-12 – Persons with disabilities The FS Group is committed to ensuring an inclusive, fair

and accessible working environment, promoting the full appreciation of diversity, with particular attention to people with disabilities. In 2025, the percentage of employees with disabilities was 2.19% of the Group’s workforce (compared to 2.1% recorded in 2024). The percentage of employees with disabilities was calculated on the total headcount at the end of the reporting period, in accordance with the methodologies adopted by the Group for workforce reporting. ESRS S1-13 – Training and skills development metrics The FS Group attaches value to training, and promotes continuous learning among its people to enhance technical and managerial skills, foster curiosity and research, and create opportunities for personal development and motivation. Ferrovie dello Stato Italiane offers Induction programs for new graduate hires, Leadership courses for highpotential employees, and specialist technical training for company communities. Group companies manage technical and specialist, behavioural, and mandatory regulatory training as part of business processes. In November 2025, the FS School was launched, which is the first Corporate Academy of FS, with the goal of fostering collective learning, promoting innovation in roles and professions, and spreading an open and inclusive corporate culture. The FS Group is also committed to skills development of its people through the application of the Talent Management System - designed with the aim of fostering, supporting, and advancing the Group’s managerial excellence, through an integrated system of responsibilities, processes, and tools capable of identifying, engaging, and developing talent across all Group companies - which includes the following annual cyclical components: • Performance Development, a process that includes administering feedback questionnaires for managers and employees, conducting structured feedback interviews, and creating individual learning plans; • People Review, which involves managers assessing staff’s performance and “development potential”; • Succession Planning, involving the consolidation of Succession plans for middle, senior, and executive management positions; • Talent Pooling, which refers to the suite of acceleration, advanced training, and development Programs available to individuals identified as potential successors for specific organisational roles. In addition to the “development” process described above, which involves training and/or professional and/ or career development initiatives, there are plans for a process for setting and evaluating objectives. Directors‘ report

223

These objectives represent the specific, measurable, and material annual goals that people set for themselves to

improve their performance, and contribute to the results of the company and the Group.

Training and skills development metrics

2025

2024*

Change

Percentage of employees who participated in periodic performance and career development reviews

35.2%

27.7%

N.A.

of which women

9.5%

7.2%

N.A.

of which men

25.7%

20.5%

N.A.

88.5%

21.2%

N.A.

68.8

73.6

(5)

-6.5%

of which women

12.7

12.1

+4.8%

of which men

56.2

61.4

(5)

-8.5%

Percentage of employees who participated in periodic performance and career development review compared to those agreed upon by management Average number of training hours per employee

METHODOLOGICAL NOTES The percentages of employees who participated in periodic reviews of performance and career development (Performance Development and the process of setting and evaluating targets) were calculated with reference to the final FS Group headcount while the average number of training hours per employee was calculated on the average Group headcount. *Due to updates to the Talent Management System and the related reporting procedures, the 2025 data are not comparable to the figures reported in the previous year.

ESRS S1-14 – Health and safety metrics The FS Group is strongly committed to promoting a culture of safety, ensuring high standards for its

workforce and travellers, and following an approach based on risk management and prevention.

Health and safety metrics

2025

2024

Change

Percentage of own workers covered by a health and safety management system

94.8%

93%

+1.8 p.p.

(1)

of which own workforce

(3)

of which other workers operating at the undertaking’s sites

Number of recordable work-related injuries of own workforce

1,454

1,561

(107)

Rate of recordable work-related injuries of own workforce

10.3

11.2

(0.9)

Number of work-related illnesses of own workforce

276

128

148

46,009

46,981

(972)

Number of deaths due to work-related injuries and illnesses

Number of days lost due to work-related injuries and illnesses of own workforce

The jobs with the highest risk of occupational accidents and illnesses in the FS Group noted by company Prevention and Protection Service Managers (RSPP) are those related to railway driving, accompanying service and maintenance, trucking, station supervision, and, for administrative roles, musculoskeletal risks, mental load stress and prolonged exposure to video terminals.

224

Ferrovie dello Stato Italiane Group

For information on the measures implemented by the Group to ensure the safety of train crews, please refer to the Security section. ESRS S1-15 – Work-life balance metrics In the FS Group, all employees are entitled to family leave under social policies and collective agreements.

Work-life balance metrics

2025

2024

Change

Percentage of employees who took family leave

22.8%

20.4%

+2.4 p.p.

of which women

5.8%

4.9%

+0.9 p.p.

of which men

17.1%

15.5%

+1.6 p.p.

METHODOLOGICAL NOTES Average headcount was used to calculate these ratios.

ESRS S1-16 – Compensation indicators (pay gap and total compensation) There are no gender-related wage differences in the FS Group. Any average wage differences between women and men are attributable solely to the different professional positions, performance modes, and

the responsibility associated with them. It should be considered, for example, that women are less present in the operating sectors and, as a result, average wages represented are affected by this factor (minus ancillary skills for shifts, holiday work, night work, etc.).

Compensation indicators (pay gap and total compensation)

2025

2024

Change

Gender pay gap percentage

5.67%

4.27%

+1.4 p.p.

Ratio of the total annual remuneration of the person with the highest salary to the median total annual remuneration of all employees (excluding the person with the highest salary)

13.90

15.85

(1.95)

METHODOLOGICAL NOTES The gender pay gap in the FS Group is calculated as the difference between the average pay levels paid to female and male workers, expressed as a percentage of the average pay level of male workers.

ESRS S1-17 – Incidents, complaints and severe human rights impacts The FS Group, operating in accordance with the United Nations Universal Declaration of Human Rights and the Core Conventions of the International Labour Organisation (ILO), is committed to promoting open and inclusive working environments, combating all forms of discrimination or behaviour detrimental to personal dignity, and taking effective measures to prevent any form of irregular employment. In 2025, the FS Group recorded 8 incidents of workrelated discrimination, including harassment (-5 events compared to 2024). To address these situations, fact-finding procedures were activated through in-house

investigations and Commissions of Inquiry. Following the investigations, various corrective actions were taken, including management awareness interviews, reprimands, suspensions from duty with deprivation of pay, and, in the most serious cases, dismissals. In 2025, the Group received 99 complaints through dedicated channels for workers to report concerns, including grievance mechanisms and national contact points for OECD multinational companies for which no fines, penalties, or compensation were disbursed resulting from incidents or complaints. There were also no serious incidents regarding human rights related to the own workforce during the year.

Directors‘ report

225

ESRS S2 – WORKERS IN THE VALUE CHAIN Material ESRS sub-topics

Working conditions Other work-related rights Management policies and tools • Code of Ethics • Sustainability Policy • General guidelines on occupational health and safety • Diversity, equality & inclusion (DEI) policy • Gender equality policy • Data Protection Framework • Management of Reports – Whistleblowing • Management systems

Strategy ESRS 2 SBM-2 – Interests and views of stakeholders How the views, interests and rights of workers in the value chain guide strategy and business model is described in the paragraph on Stakeholder management and double materiality process. ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model(s) The FS Group, as part of its reporting under ESRS 2, has included all workers in the value chain who could be subject to material impacts, including those directly related to the Group’s own operations and value chain, including through the company’s services offered and business relationships. Workers who carry out their activities at the Group’s offices and who work for suppliers represent the types of stakeholders subject to the material impacts identified; in particular, contractors working at the Group’s infrastructure construction sites represent the type of nonemployee workers that are most at risk, in view of the materiality of the issue of “safety” within the construction industry. In view of the core businesses of Group companies and the location of suppliers (more than 78% of direct suppliers headquartered in Italy, accounting for about 90% of the costs incurred in 2025 for goods, services and works), there are no significant risks of child, forced or compulsory labour in the value chain. Negative impacts, to which the above-mentioned stakeholders are or could be exposed, are related to individual incidents that may occur in the performance of business activities or in business relationships. Among the material risks arising from the adverse impacts the business has on workers in the value chain, particular attention should be paid to the risk relating to “Critical issues in implementation”. For example, inadequate health and safety conditions for workers in the value chain operating at the Group’s sites can give rise to contractual issues, linked in part to an unclear 226

Ferrovie dello Stato Italiane Group

definition of roles, responsibilities and operational standards, with consequences in terms of delays, inefficiencies and operational difficulties. Material risks and opportunities do not involve specific groups, but all workers, and are dependent on the value chain (upstream and downstream). No material opportunities have emerged from the impacts generated or the dependencies identified along the value chain. Among material opportunities, however, “New forms of public grants and funds” is highlighted, classified under other factors. In this context, “other factors” refer to external conditions that do not depend directly on the business’ impacts on workers or its dependencies on the supply chain’s workforce, but which arise from changes in the regulatory framework and public funding mechanisms linked to European and national sustainability objectives. In fact, ensuring safe, fair working conditions that respect fundamental rights throughout the supply chain strengthens the Group’s credibility and its ability to meet the requirements set out in public investment plans and programmes. In this context, access to new forms of public grants and funds aimed at the sustainable transition of the transport sector is a benefit stemming from the Group’s alignment with the criteria and priorities of public policies, which reward operators able to demonstrate high social standards and worker protection. For more information on the process of identifying and assessing impacts, risks, and opportunities related to workers in the value chain and how their respective interests and views are taken into account in the strategy and business model, please refer to the paragraph on Stakeholder management and double materiality process. IRO management ESRS S2-1 - Policies related to value chain workers The FS Group has adopted the “Sustainability Policy” to manage the material impacts, risks and opportunities on workers in the value chain, and the

General guidelines for the period 2022-2026 in which the guidelines and areas for improvement on which the FS Group focuses its Occupational health and safety efforts are defined. Relations with suppliers (including third-party collaborators, consultants, intermediaries, subcontractors, sub-suppliers and more generally all those involved in the supply chain) and business partners are oriented towards compliance with the principles of honesty, integrity, impartiality and the values of sustainability. The Group’s actions and behaviour are oriented towards the utmost fairness and legality, excluding favoritism and operating only with reliable, honourable and reputable people and companies. Therefore, as referred to within the Code of Ethics, the Group is committed to: • encourage suppliers and business partners to promote respect for human rights and environmental protection; • respect and guarantee the obligation of confidentiality on information, documents and data of which we become aware; • not exploit any contractual gaps in information as well as conditions of economic weakness. Suppliers and business partners in their relations with Group companies are required to comply with the values and standards of conduct laid down in the Code of Ethics. For this purpose, they must ensure the utmost reliability, transparency, integrity and cooperation in the management of the relationship with Group companies, guaranteeing truthful and correct information and refraining from providing services in the presence of conflicts of interest; they must also ensure that working conditions within them comply with the requirements of the relevant regulations (including issues related to human trafficking, forced or compulsory labour and child labour). The FS Group has adopted a specific policy - the “Diversity, Equality & Inclusion Policy” - aimed at eliminating discrimination, including harassment, and promoting equal opportunities and other solutions to support diversity and inclusion. ESRS S2-2 – Processes for engaging with value chain workers about impacts As stated in the Sustainability Policy, the Group is committed to the activation of systematic engagement processes for its stakeholders, and it is the responsibility

of the company’s procurement departments, in collaboration with the relevant corporate functions (e.g. health and safety departments for health and safety matters, human resources departments for diversityrelated issues, etc.), and those responsible for performing individual contracts, to ensure this involvement, so that it can serve as input for shaping corporate strategy. In order to ensure and monitor respect for the rights of workers in the value chain, particularly the employees of contractors, the Memorandum of Understanding for the quality of work in railway service contracts has been established, which includes, among its material objectives, the protection of the principles of legality and transparency, labour, occupational health and safety, and the environment, and also provides for the establishment of an Observatory on the quality of work in railway contracts that meets, as a rule, quarterly or following a joint request by the Trade unions. ESRS S2-3 – Processes to remediate negative impacts and channels for value chain workers to raise concerns As described above, Ferrovie dello Stato Italiane SpA adopts a process for receiving, analysing and processing reports (including anonymously) regarding the Company sent by Third Parties or Persons of the FS Italiane Group. For further details, please refer to the paragraph on Management of Reports Whistleblowing of the Report on corporate governance and ownership structure. ESRS S2-4 – Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions ESRS S2-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities ESRS 2 GOV-4 – Statement on due diligence With regard to the actions implemented and/ or planned to manage impacts – both positive and negative, actual and potential - and address risks and opportunities, as well as achieve the goals and objectives of related policies, please refer to the paragraph on Governance information within which issues related to “workers in the value chain” (managed under the broader topic of “Supply chain sustainability”) have also been included.

Directors‘ report

227

ESRS S3 – AFFECTED COMMUNITIES Material ESRS sub-topics / Entity-specific issues

Economic, social and cultural rights of communities Civil and political rights of communities Social cohesion Management policies and tools •Code of Ethics •Sustainability Policy •Management systems Entity-specific issues

Strategy ESRS 2 SBM-2 – Interests and views of stakeholders How the views, interests, and rights of affected communities guide the strategy and business model is described in the paragraph on Stakeholder management and double materiality process. ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model(s) As part of its reporting under ESRS 2, the FS Group has included all communities potentially affected by the impacts associated with its activities and value chain, including both the communities directly involved in areas where rail and road infrastructure is being developed or where assets, maintenance facilities and other operational sites are located, and those reached through the services it provides and its business relationships. The FS Group’s activities – ranging from the design, construction and maintenance of infrastructure to the transformation of stations into intermodal hubs and centres of attraction, and from initiatives to enhance the integrated transport system to urban regeneration programmes and the redevelopment of assets no longer used in operations generate a wide range of positive impacts, fostering social and economic development, reducing local disparities, and improving the quality of life for communities. These activities, which are an intrinsic part of the Group’s mission, business model and day-to-day operations, are complemented by initiatives focused on hospitality, inclusion and social support which help prevent social gaps, as well as activities aimed at enhancing the historical, social and cultural heritage to encourage the attractiveness and protection of local areas. The Group also recognises the negative impacts to which local communities are or may be exposed, particularly in relation to landscape conservation and the identity of the areas through which its operations pass. These impacts may, for example, give rise to critical issues in relations with stakeholders or in project implementation, and therefore require the active involvement of communities in the planning, 228

Ferrovie dello Stato Italiane Group

design and evaluation phases of projects. Among the most significant opportunities related to the positive impacts that the Group is able to generate are participation in local systems, and the opportunity for Communities to benefit from new forms of partnership with communities, public authorities and other businesses. A structured engagement approach and collaboration with communities, public authorities, the Third sector and other businesses create the conditions for the implementation of shared projects, for active participation and social cohesion within communities and, at the same time, help to mitigate operational, social and environmental risks, supporting the building of more resilient, connected and inclusive communities. For more information on the process of identifying and assessing impacts, risks, and opportunities related to affected communities and how their interests and views are taken into account in the strategy and business model, please refer to the paragraph on Stakeholder management and double materiality process. IRO management ESRS S3-1 – Policies related to affected communities The FS Group has adopted the “Sustainability Policy” to manage material impacts, risks and opportunities on affected communities, in line with the United Nations Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, and the OECD Guidelines for Multinational Enterprises. These commitments are embedded in the Group’s governance and management systems, and are implemented through measures designed to prevent adverse impacts on the affected communities by safeguarding cultural and natural heritage, protecting people’s safety, and engaging in systematic and participatory processes. Therefore, as referred to within the Code of Ethics, the Group is committed to: • respect and support communities, including

through social and environmental initiatives, in the belief that their development, not only of an economic nature, contributes to creating value for the Group as well. We therefore plan our activities with responsibility and attention to the rights of future generations, assessing the impacts on both the social fabric and the environment; • minimise the negative impacts and maximise the positive impacts of its activities on the environment and the community, and to prevent risks to populations and the environment. ESRS S3-2 – Processes for engaging with affected communities about impacts As stated in the Sustainability Policy, the Group is committed to the activation of systematic engagement processes for its stakeholders. In order to manage the main impacts on the affected communities in an effective and responsible manner, the FS Group promotes structured and ongoing engagement with key stakeholders, working in collaboration with: • the financial community through, for example, the organisation of periodic meetings and international roadshows in which it shares its sustainability strategy; • the scientific community, with which it takes part in working groups, and European and international projects, collaborates in the development of innovative projects and the promotion of applied research in the transport sector, and also establishes partnerships to promote training and skills development in the transport sector; • bodies and institutions, whose relationship is managed with technical working groups and monitoring tools; • civil society organisations, which play a key role in translating an infrastructure project into a “social project,” in which the needs and expectations of the local area outline the course of action along which the project is to be developed. Engagement is fundamental for the proper identification of infrastructure investment priorities, in order to ensure adequate response to the needs expressed by government institutions, at both national and local levels, as well as to the needs highlighted by rail and transport companies. With respect to infrastructure development, right from the planning phase, numerous channels are activated which are preparatory to the holding of subsequent formal meetings, in compliance with precise legal procedures (e.g., Services Conference, Public Debate, etc.) and voluntary commitments between the parties (e.g., agreements, protocols, understandings, etc.). In particular, local macro-needs and technical issues related to the implementation of the work are first identified and shared with the institutions, and then, together with the same institutions, the most appropriate ways of involving the

local community are jointly defined and implemented where necessary. For more details regarding engagement processes regarding impacts, please refer to the specific disclosures in the following paragraphs on Sustainable and integrated mobility for passengers and freight, Support to communities, Infrastructure development and improvement, and Land protection and development. SRS S3-3 – Processes to remediate negative impacts and channels for affected communities to raise concerns There are several processes implemented by the Group to remediate negative impacts and enable concerns to be expressed to affected communities, through which direct interaction with company representatives is possible. In the participatory communication process, mutual exchange among stakeholders plays, in fact, an important role in reducing negative impacts. The most representative mechanism, which ensures transparent and inclusive engagement with the local community regarding major projects of general interest that have significant economic, social and environmental impacts – is the Public Debate, a tool of participatory democracy that allows for the fullest possible involvement of all stakeholders in the discussion and planning of such projects. The Public Debate involves information and discussion meetings on the project, and the collection of comments and proposals from citizens, associations and institutions, enabling the project proponent to assess the project more fully, and to amend or improve it on the basis of the proposals received. The FS Group recognises the importance of stakeholder engagement by promoting a careful, proactive and transparent approach, not only through institutional dialogue but also through specific initiatives aimed at providing information, listening to stakeholders and involving them. For further information on these processes and results collected, please refer to the specific disclosures in the following paragraphs on Sustainable and integrated mobility for passengers and freight, Support to communities, Infrastructure development and improvement, and Land protection and development. ESRS S3-4 – Taking action on material impacts, and approaches to mitigating material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions ESRS S3-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities ESRS 2 GOV-4 – Statement on due diligence As part of the update to the Sustainability Plan, the Group has reviewed its priorities and action plans relating to support services and social and professional reintegration. Directors‘ report

229

In this context, the target regarding the increase in the number of Help Centres and/or Multi-purpose/ Counselling Centres has been suspended, as the new strategy is more focused on the issues of safety and social and professional reintegration. Once this process is complete, it will be possible to define new commitments consistent with the updated intervention model. Furthermore, the targets relating to encouraging female students towards STEM studies and professions, corporate volunteering, and the conversion/disposal of disused railway lines have been suspended.

The remaining targets reported in 2024 have been reviewed and revised to ensure greater consistency between the targets, operational initiatives and implementation timelines. The table below shows the actions implemented and/ or planned to achieve and/or prevent, mitigate and remediate impacts - positive and negative, actual and potential, respectively - and address risks and pursue opportunities, as well as achieve the goals and objectives of related policies.

Levers and actions

230

Scope

Target

Value and base year

•Investment in the purchase, revamping and maintenance of rolling stock (passengers and freight) and logistics terminals

2026-2030: €mil. 10,776 2026-2035: €mil. 14,467

N.A.

•Expanding intermodal services through partnerships between operators, to ensure a seamless travel and a simpler customer experience thanks to the integration of digital and physical information and sales channels. This contributes to the country’s sustainable development by offering widespread, accessible and inclusive public transport services - with a focus on the most vulnerable groups and making them a genuine, competitive alternative to private transport, thereby encouraging a modal shift towards public transport

+8% passengers using intermodal services (to 2035 vs 2024)

1,334,000 passengers (2024 base year)

•Investment in rail and road infrastructure in terms of network transformation, maintenance and safety, service quality, and enhancement of assets and skills

2026-2030: €mil. 79,786 2026-2035: €mil. 153,952

N.A.

•Integrated Stations Plan (ISP): measures to enhance attractiveness (parking bays for LPT, taxis and shared mobility; spaces for active transport – cycle paths, bike racks; car parking areas and electric charging points, etc.) and accessibility (raising of pavements; installation of lifts and vertical access; tactile paving for the visually impaired and blind people; refurbishment and installation of shelters, upgrading of visual and audio information systems; rationalisation and enhancement of lighting; etc.) in the station area to meet the need to transform stations into efficient, inclusive and functional mobility hubs

186 interventions (Attractiveness) and 239 interventions (Accessibility) of the ISP in the period 2025-2030

N.A.

•Expanding the network of stations with BLUE rooms to coordinate assistance services for passengers with disabilities and reduced mobility (PRM services)

+65 stations/stops included in the Blue Room network (to 2030 vs 2024)

N.A.

•New access points (stops/stations) to the Conventional Network

+64 stops/stations on the Conventional Network (to 2030 vs 2024)

N.A.

•Stops or stations with enhanced connection to the HS Network

31 stops/stations with enhanced connection to the HS network (2030)

N.A.

•Enhancing the value of real estate assets through urban regeneration and transformation projects in disused railway areas

+3.7 km2 of enhancement of the value of areas not used for railway operations to 2030

N.A.

•Interventions on tourist lines - Increase in km for tourist trains

196 km of line N.A. converted to tourism use by 2030

Ferrovie dello Stato Italiane Group

Key FS Group

Value chain

Infrastructure Railways

Infrastructure Roads

Results 2025

Transport Passengers

Transport Freight

Status

Results 2024

SDGs (Agenda 2030)

In progress

N.A. monitoring from 2025

€mil. 2,013

8 9 10 11 12 17

In progress

1,334,000 passengers

1,448,000 passengers

9 10 11

In progress

N.A. monitoring from 2025

€mil. 14,961

8 9 10 11 12 17

In progress

N.A. monitoring from 2025

37 interventions (Attractiveness) and 32 interventions (Accessibility)

9 10 11

In progress

N.A. monitoring from 2025

+15 stations/stops included in the Blue Room network

8 9 10 11 12 17

In progress

N.A. monitoring from 2025

+3 stops/ stations on the Conventional Network

8 9 10 11 12 17

In progress

8 9 10 11 12 17

In progress

535,000 sq. m.

818,000 sq. m.

In progress

N.A. monitoring from 2025

149 km of line converted to tourism use

8 9 10 11 12 17

Other services

Contribution to SDGs

Methodological notes

Directors‘ report

231

Sustainable and integrated mobility for passengers and freight ESRS S3-3 – Processes to remediate negative impacts and channels for affected communities to raise concern ESRS S3-4 – Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions ESRS S3-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities The new vision for the stations puts people’s needs at the centre, reorganises outdoor spaces by expanding surfaces and improving accessibility through more inclusive design, such as, for example, women-only “pink” parking spaces near the station for women workers working night shifts, new lighting systems, more welcoming routes - especially the underpasses - and the care of outdoor spaces, accompanied by greater control inside stations, including thanks to the extension of the current activities as an additional security monitoring. With this in mind, the new station is the protagonist of an integrated mobility project, the hub of a MaaS (Mobility as a Service) system - with spaces and services capable of ensuring transition from one means of transport to another in a rapid, intuitive and smoother manner - the vital center of the smart city, an integral part of the urban fabric, and the driving force behind the redevelopment of disused, marginal or less attractive areas. The dimension of the relationship between the station and the external environment requires the development of shared actions, i.e., close cooperation between RFI, central institutions and local authorities, aimed at ensuring that the other parties involved in the value chain also promote convergent policies and implement coherent actions, which are necessary to achieve an urban mobility ecosystem that enhances connections with stations. In this regard, the real-time data exchange between RFI and micromobility operators through the Sharing Mobility Observatory is relevant as well. In addition, during 2024, work was completed or underway on the technical/ economic/definitive and executive feasibility design of interventions on passenger buildings, outdoor areas and accessibility for numerous stations under the Integrated Stations Plan (PIS), NRRP, Jubilee and the Milan-Cortina Olympics. The FS Group reaffirms its commitment to promoting increasingly sustainable, accessible and passengerfocused mobility, through a comprehensive range of initiatives encompassing innovation, service quality and environmental responsibility. The expansion of regional, Intercity and High-Speed rail services is based on the 232

Ferrovie dello Stato Italiane Group

introduction of new trains featuring modern technology, greater comfort, and high standards of accessibility and safety, with particular attention to passengers with reduced mobility and energy efficiency, thanks to recyclable trains with reduced fuel consumption. The Group is also investing in intermodality and new services that facilitate integrated travel combining trains with other modes (ship, plane, bus), promoting a more widespread and sustainable mobility system. At the same time, the adoption of digital solutions such as Tap&Tap, the digital ticket with automatic compensation, and new passenger flow monitoring systems help to improve the travel experience and simplify access to services, reducing manual tasks and promoting automation. The Group also focuses on inclusivity, with initiatives such as LIS (Italian Sign Language) services for deaf sign-language users, and on promoting local areas through cultural and tourism projects such as “Viaggi in Regionale” (Journeys on Regional Trains), which invite people to discover Italian excellence via dedicated rail connections. In the High-Speed rail sector, the Group is constantly enhancing its Frecce train service offering by introducing targeted connections during periods of peak demand, innovative on-board services, and an expansion of routes, not least in anticipation of national and international events such as MilanCortina 2026. In general terms, through structural investment, technological innovation and a growing focus on sustainability, comfort and accessibility, the FS Group continues to promote a model of modern and responsible mobility, capable of offering an increasingly efficient rail service that is close to local communities and forward-looking. From a freight transport perspective, with a view to improving and increasing rail transport by promoting intermodal transport, RFI is committed, together with other European infrastructure managers, to the creation of a single multimodal trans-European network (TEN-T Network) to integrate land, sea and air transport. These adaptations will allow fewer trains to be produced for greater transport capacity, reducing the degree of network congestion and promoting the modal shift of freight transport to more sustainable modes. In addition, RFI established a technical working group with all freight railway companies and terminal operators in 2018 to support the strategy of the Ministry of Infrastructure and Transport, aimed at improving network accessibility and integration with other modes of transport. In this regard, 11 ports and 15 terminals by 2036. Support to communities ESRS S3-3 – Processes to remediate negative impacts and channels for affected communities to raise concern ESRS S3-4 – Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related

to affected communities, and effectiveness of those actions ESRS S3-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities The FS Group is committed to social cohesion in the communities in which it operates through actions inspired by the principles of co-design and co-management of social interventions with Third Sector Entities and proximity institutions, in particular: • it grants spaces for the purpose of welcoming and inclusion of disadvantaged people, contributing to the structuring of remedies and tools for the prevention of social gaps that persist in different local areas and that are traditionally concentrated in railway areas; • it takes actions to stimulate the emergence of tourist and cultural routes, collaborating in the identification of cultural and tourist factors to be enhanced; • it promotes, together with major institutions and sector foundations, awareness and fundraising campaigns. Concession of spaces for the purpose of reception and inclusion of disadvantaged people: Help Centers and Reception Centers Railway areas have always been centres of attraction

in the area for many forms of hardship related to social marginalization and extreme poverty. In order to respond to this discomfort and, at the same time, ensure decorum and safety in the areas where the railway service is delivered, the Group, for about twenty years, has been granting Third Sector Entities and Institutions spaces for the purpose of reception and inclusion of disadvantaged people. The activities that are carried out within the spaces belong to two different types: Help Centers and Reception Centers. Help Centers are listening desks, which provide strategic safeguards aimed at intercepting social marginality and directing it toward paths of recovery, collaborating with social services and competent institutions. The Group plays an important role in this project, granting free use of premises, in or near railway stations, to Municipalities or Third Sector associations dealing with marginality and social emergency, so that they can create and manage support and reception facilities for fragile or marginalised people. In order for the Help Centers to work synergistically, the Group relies on the close collaboration of the National Observatory for Solidarity at Italian Stations (ONDS). The ONDS, whose direction is entrusted to the social cooperative Europe Consulting, carries out the coordination of the centers, training for Help Center operators and the collection and analysis of data on social interventions carried out by the national network. The FS Group

Directors‘ report

233

supports and accompanies the cooperation processes in the various local areas according to a co-programming approach, calling in different parties: the Third Sector Entities, which operate the Help Centers and all the services provided there on a daily basis; public authorities, holders of the social service and financial support; and donors: businesses or individual citizens, who contribute to the daily life of the centers with goods or voluntary services. At present, Help Centers are present in the stations of Roma Termini, Milano Centrale, Torino Porta Nuova, Chivasso, Genova Cornigliano, Brescia, Rovereto, Bologna Centrale, Firenze Santa Maria Novella, Grosseto, Pisa San Rossore, Viareggio, Napoli Centrale, Foggia, Pescara, Bari, Reggio Calabria, Messina, Catania and Cagliari.

Network of Help Centers-Reception Centers

Rovereto

Chivasso Torino

Milano Brescia

Genova

Bologna Firenze

Pisa

Pescara

Grosseto

Foggia Bari

Roma Napoli

Cagliari Messina Reggio Calabria Catania

ONDS network Help center

Housing

The areas granted amount to more than 4,600 square meters and the expenses allocated by the Group for the operation (coordination, monitoring, reporting, updating and training) of the network of Help Centers under the control of ONDS is about €130 thousand on an annual basis. Analyses conducted by the Observatory show that the main function of Help Centers is the ability to bring about a change in the lives of people who turn to them. The action of the Help Centers that make up the 234

Ferrovie dello Stato Italiane Group

ONDS network differs according to the social and economic characteristics of local areas, the availability of space, the presence and composition of partnership cooperation networks, and the legal nature of the managing bodies. The activities are carried out in five macro-areas of primary needs, night shelter, day shelter, social secretariat and taking charge, and accompaniment. In addition to the Help Centers, there are several Reception Centers inside railway premises that are no longer in use and are run by large Italian associations, particularly in Rome and Milan: • “Don Luigi Di Liegro” Caritas Hostel in Rome; • “Rifugio Caritas” Center in Milan; • “Binario 95” day care center in Rome; • “Arca onlus” Project in Milan; and • “Pedro Arrupe” Center (in Rome) for asylum seekers and political refugees run by the Centro Astalli Association. The total area, granted under a gratuitous loan for use for social activities carried out in the reception centers, corresponds to 7,964 m2. Overall, the total area granted under a gratuitous loan for use for social activities (Help Centers and Reception Centers) corresponds to more than 12,600 m2. Activities to stimulate the emergence of tourist and cultural routes. In 2025, the FS Group promoted culture through partnerships with institutions and events of national and international significance, supporting initiatives in the fields of art, cinema, music and literature. This commitment took the form of support for exhibitions, festivals and projects aimed at promoting cultural heritage, fostering access to culture and dialogue with local communities. Support for institutional initiatives also continued, as did the consolidation of long-standing partnerships with leading national cultural organisations. Awareness and fundraising campaigns 2025 In 2025, the FS Group promoted initiatives to protect health and Diversity & Inclusion, in collaboration with sector-specific institutions and foundations, with a particular focus on prevention, health education and support for families. This commitment has taken the form of awareness-raising and fundraising projects (e.g. Frecciarosa train, Race for the Cure, etc.), actively involving employees and passengers, with the aim of facilitating access to essential services, and generating positive social impacts across the local areas. Infrastructure development and improvement ESRS S3-3 - Processes to remediate negative impacts and channels for affected communities to raise concerns ESRS S3-4 – Taking action on material impacts on affected communities, and approaches to managing

material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions ESRS S3-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities Major infrastructure works constitute a fundamental pillar within the landscape, deeply influencing sociocultural and environmental life and contributing to the development of local areas and communities. In this specific segment, it is the FS Group’s Infrastructure sector that deals with accessible, integrated, resilient and interconnected road and rail works. Infrastructure is developed according to sustainability criteria throughout its life cycle: design, construction, operation, maintenance and decommissioning. Moreover, the incorporation of these works into the territory requires an integrated assessment of environmental, social and economic impacts with respect to the entire useful life cycle of the asset. As a result, systematic dialogue with the stakeholders in the construction process, which begins in the initial design stages and continues through infrastructure construction and operation, is crucial. Stakeholder engagement plays a central role in terms of the value that a shared project expresses in its inherent ability to translate an infrastructure project into a true “social project,” in which the needs and expectations in local areas outline the course of action along which to develop the “right” project that generates a sense of participation and belonging in the community, and supports their growth in a long-term perspective. A major focus of environmental studies is the analysis of the territorial context in which the work is located, assessing beforehand the temporary impact on the territory, linked to the activation and management of the site, and the permanent impact, following completion of the project, and identifying in advance the necessary mitigation and offsetting measures. This approach seeks to guide the project and operations stage, by setting up a model that also involves construction firms, and is able to identify the significant environmental aspects of a construction site that should be managed with a circular view, to preserve the value of resources and promote the regeneration of the natural capital and the ecosystem. In order to minimise the impacts in the construction and operation stages of the new projects or expansion of existing works, actions are aimed at reducing the residual environmental impact, such as: landscaping and naturalistic engineering of the road and railway appurtenances and tunnel entrances, maintenance of connectivity via ecoducts such as wildlife bridges and underpasses, treatment of construction site water, reduction of dust air pollution by dust abatement systems and installation of plant barriers also intended to mitigate the landscape impact; and fixed or mobile noise

barriers to reduce noise pollution. The companies of the FS Group have a variety of tools to strengthen integration of the project in the local area. In order to provide a complete and transparent overview of the favourable effects resulting from the works, databases, websites (Environmental Observatory portal) and info points have been designed and developed in collaboration with the Ministry of Environment and Energy Security, local authorities and administrations, which constantly inform citizens about the state of environmental quality of the local area affected by construction activities, environmental mitigation and/or compensatory works related to the project, and environmental monitoring activities that are carried out. In addition, a specific sentiment analysis platform has been set up to capture the attention and wishes of the various stakeholders. This makes it possible to perform social web monitoring activities on strategic infrastructural projects by enabling active listening and providing large amounts of data from texts on the Internet (websites, social networks, blogs or forums), thus measuring the sentiment on key issues by the relevant stakeholders. For this purpose, social monitoring activities are also useful, aimed at directing the most appropriate communication and stakeholder engagement actions with a view to profitable participation and concrete sharing of the choices made. Highlighted in strategic works is the “Cantieri Parlanti” Project, in which construction sites become communication and aggregation hubs with the use of information panels that provide details, data and benefits of the infrastructure being built. The construction site also opens to the public through dedicated Open Days and other initiatives for citizens, students and associations. Preliminary archaeological studies and surveys take on special importance during the design phase. The outcome of these activities allows the locally competent Archaeological Superintendencies to give their opinion on the examined projects, providing for the subsequent requirements for the executive phase. The activities of sharing, participation and engagement do not end with the implementation of the project but continue with the acquisition of feedback from the affected communities in order to “measure” their fulfilment of the requirements set out (for more information, please refer to the relevant company pages: www.rfi.it e www.stradeanas.it). Land protection and development ESRS S3-3 - Processes to remediate negative impacts and channels for affected communities to raise concerns ESRS S3-4 – Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions Directors‘ report

235

ESRS S3-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities The FS Group, particularly FS Sistemi Urbani, creates the conditions for scenarios of regeneration and use, including temporary use, of disused railway areas, areas destined to become new urban centres and districts. For this reason, a dialogue is constantly established with local authorities in order to give answers to cities and urban communities. The railroad too often represents a rupture in the center of cities, an urban void to be filled and returned to citizenship with new gathering spaces and green areas. One example is the urban regeneration project for Milan’s seven rail yards, which will transform the face of the city, making it greener, more social and open to innovation. Green is a central element of the project and its usefulness manifests itself not only as a space for sociality and well-being but also as a climatic device capable of purifying the air and regulating temperatures, thus promoting energy savings. The Program Agreement signed in 2017 by the FS Group, the Lombardy Regional Government and the Municipality of Milan stipulates that most of the square meters affected by the transformation are to be used for green space, with a minimum percentage of more than 65%. Central to the various development projects is the social dimension, for the creation of places of aggregation and culture. For this reason, public consultation with those who live the city on a daily basis is a key element of the path to land regeneration. In recent years, the Group, as part of the Reinventing Cities project, has put forward proposals for the sustainable transformation of underutilised sites in several Italian cities (Milan, Rome, Bologna, etc.). In addition, it promotes the redevelopment for tourism purposes of disused railway sections with great landscape, historicalarchaeological and urbanistic value. The Binari Senza Tempo project of FS Foundation also aims to give a new life to the railway lines that cross the Italian province, creating an innovative formula of railway tourism68. In particular, the aim is to create railway routes intended for historical-tourist trains, preserving the railway functionality and local role of secondary lines, which are now in low demand for commercial transport. Thanks to the 2017 Law on Historic Railways, stimulated also by the work of the FS Foundation, today these lines are protected and meet the new purpose of giving new value to the local areas they pass through, creating a diffuse mobile/traveling museum of Italy’s small villages and landscape jewels. “Local stations” project The FS Group’s project targets Municipalities with a population of less than 15,000 inhabitants, with the aim

of transforming railway stations into multi-purpose public service centres. By utilising premises within passenger terminals and/or disused outdoor areas, multi-purpose and public utility services are made available to the public to contribute to the cultural and economic regeneration of local areas. The project aims to transform stations from simple transit points to centers of aggregation of services for the community and the local area. The project has a strong social value, as it aims to revitalise small villages, so as to make them attractive to new generations, improving the quality of life for residents. These facilities will house a multidisciplinary team to ensure that the target community is taken care of under the project. We will bring fundamental and innovative services to the stations to protect the health and well-being of citizens, such as precisely the community houses, the implementation of telemedicine, and the development of service pharmacies. The HUB will offer all-round services, such as co-working and training spaces, pick-up points for e-commerce systems, the installation of electric vehicle charging stations and the development of PV systems. All this to make stations true centers of attraction and service for citizens. A new model of the station as the heart of the social fabric, which is flexible and adaptable to the citizens’ needs. In 2025, Antrodoco Centro and Baiano di Spoleto stations were completely refurbished. For each of these stations, in-depth demographic, socio-economic and passenger volume analyses were carried out. The needs of individual communities were taken into account with the introduction of new services and functions, thanks in part to the memoranda of understanding and agreements signed by the Group with Amazon, the National Carabinieri Association, the Italian Red Cross, the Federation of General Practitioners, Federfarma and Sport e Salute. Reuse of real estate assets for social purposes In addition to the assets functional to its core business, the FS Group owns real estate assets that include areas that cannot be used for commercial purposes: these are portions of unmanned stations, former station houses and other disused buildings and railway lines. In agreement with Public Authorities and other entities, they are converted to create social spaces, greenways and other initiatives in favour of local communities. In 526 stations (the figure refers to stations covered by at least one contract for gratuitous loan for use) - in agreement with institutions, local authorities and associations - these spaces have been earmarked for social, cultural and environmental activities, in particular to enhance the territory and for services in favour of citizens. A total of approximately 198,943 sq. m. of

68. For more information, please refer to the section dedicated to FS Italiane Foundation.

236

Ferrovie dello Stato Italiane Group

space has been allocated for these purposes; the figure refers to buildings provided on a gratuitous loan for use basis both inside and outside the station. The institutions, local authorities and non-profit organisations involved undertake to maintain the spaces allocated to them and, at the same time, to provide services to the community, thus contributing to making the unmanned stations and the Group’s other real estate covered by the agreements safer and livelier. The FS Group’s commitment to achieving the right balance between sustainability and transport through the rehabilitation of the built environment is also realised through the introduction of greenways. The latter are railway lines that are no longer functional and have been decommissioned from operation, which are upgraded in order to implement the existing network of cycling and walking networks, connecting several communities. There are approximately 1,315.20 kilometres of disused railway lines, which could potentially be used for social and soft mobility purposes. Currently, about 529.20 kilometres of disused lines have been converted into tourist lines, cycle routes and greenways. RFI has published the Atlas of greenways on FS lines: from disuse to reuse, which presents data on the projects spread throughout Italy, places of interest in the vicinity and future prospects, with the aim of actively contributing to increasing slow mobility and tourist flows. You can download the complete atlas at: https://www. rfi.it. Archeolog and the valorisation of archaeological finds Archeolog is a no-profit association, which has been registered as a Third Sector Entity since 2023. Founded by Anas SpA and Quadrilatero Marche Umbria SpA in 2015, it also includes RFI SpA and FS Engineering SpA (formerly Italferr); its purpose is to enhance the most significant archaeological finds discovered during the construction of new road and rail routes. For the FS Group, this association plays a fundamental role because it is able to transform archaeological data, from an element of risk for public works, into a real opportunity for the development of the area affected by the finds, making the inclusion of an infrastructure in the territory not an obstacle but an added value. Archeolog’s objective is therefore the redevelopment and enhancement of archaeological finds, since they represent a fundamental contribution to the promotion of Italian culture and history, without underestimating the enormous impact on tourism that some finds can promote. The FS Group, through Archeolog and in agreement with the Ministry of Culture, undertakes to carry out fund-raising activities for the restoration, conservation and exploitation of the sites and artefacts found,

in addition to those already agreed upon with the Superintendencies within the framework of the project and implementation activities already undertaken by each company. Right from the initial design phases, in compliance with current legislation, the FS Group’s specialist departments carry out a detailed study to identify areas of archaeological potential. The areas, based on the indications of the Superintendency, are subjected to direct or indirect investigations and, in the case of discoveries, also to extensive excavations. The finds made in these phases can be exploited directly by the individual Group companies or through the activities of Archeolog in the case of particularly prestigious contexts that require major organisational efforts. In 2025, the main initiatives to promote archaeological finds were: • the opening, in June, of the exhibition “Himera, dagli alti dirupi” in collaboration with the Sicilian Regional Government and the Himera Park; • Solunto and Iato: an exhibition of around 60 artefacts staged in the Royal Hall of Palermo Central Station, which, in less than six months, attracted the interest and curiosity of some 22,000 visitors; • in July, the exhibition “Sulle vie del Giubileo. Pellegrini, treni, papi” was inaugurated at Villa Farnesina in Rome, organised in collaboration with FS and FS Foundation, the National Academy of Lincei, the Capitoline Superintendency, and the Special Superintendency of Rome. Archeolog’s activities then continued in October with the publication of the Atlas of Archaeological Finds, made available at the Mediterranean Archaeological Tourism Exchange in Paestum, which is a publication produced in partnership with the Ministry of Culture describing, through text and images, 26 archaeological sites discovered during infrastructure works carried out by Group companies. Furthermore, as part of its initiatives aimed at promoting archaeological finds, Archeolog signed a Memorandum of Understanding with the Egyptian Museum in Turin in November 2025, with the aim of promoting the country’s archaeological and cultural heritage. The Memorandum aims to promote projects and initiatives relating to research, dissemination, training and the enhancement of archaeological and cultural heritage, in the context of artefacts discovered during railway and road works. Fondazione FS Italiane Fondazione FS Italiane preserves and manages the vast Historical heritage of the Italian Railways: established on 6 March 2013, it oversees a fleet of historic rolling stock comprising over 400 vehicles, of which around 200 are operational, as well as archival and library collections, the museums in Pietrarsa and Trieste Campo Marzio, and the railway lines that Directors‘ report

237

were once disused but have now been restored to a new role in tourism through the “Binari senza Tempo” project. This ambitious undertaking was made possible by the collaboration between the Parent Company FS Italiane, RFI and Trenitalia, the three founding members, joined in 2015 by the Ministry of Cultural Heritage and Activities and Tourism as an “institutional member”. The Foundation works to promote and preserve the vast

238

Ferrovie dello Stato Italiane Group

historical and technical heritage of the Italian railways - a significant part of the nation’s history - for future generations. Its aim is to highlight the importance of trains as a symbol of progress and national unity, and to encourage their restoration for tourism purposes, for the benefit of Italian communities and regions. For further information, please visit the website: https://www.fondazionefs.it.

ESRS S4 - CONSUMERS AND END USERS Material ESRS sub-topics / Entity-specific issues

Impacts relating to information for consumers and/or end-users Personal safety of consumers and/or end-users Social inclusion of consumers and/or end-users Service quality Management policies and tools •Code of Ethics •Sustainability Policy •Data Protection Framework •Guidelines on physical security •Guidelines on cyber and information security •Management systems •Service Charter69 Entity-specific issues

Strategy ESRS 2 SBM-2 – Interests and views of stakeholders The process of identifying and assessing impacts, risks and opportunities related to consumers and end users, and how their respective interests and views are taken into account in the strategy and business model are described in the paragraph on Stakeholder management and double materiality process. ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model(s) The FS Group, as part of its disclosure under ESRS 2, has included all affected communities and/or end-users that could be affected by material impacts, including those directly related to the Group’s own operations and value chain, including through the company’s services offered and business relationships. Customers of the mobility services offered by companies that pertain to the transport sector, both passenger and freight, and people who interact with the rail and road system operated by the Group represent the types of consumers and/or end users subject to the material impacts we have reported. All negative impacts, to which the aforementioned stakeholders are or could be exposed, are related to individual accidents and injuries that may occur in the course of business activities (e.g., rail and road accidents, personal data breaches) while material positive impacts are determined by the activities of designing, planning and offering integrated, quality mobility services that are accessible to all of the Group’s customers (especially people with reduced mobility). Material risks arising from negative impacts generated by the company on consumers and users include, but are not

limited to, “Cyberattacks to infrastructure, technological tools or digital applications.” Any cyber threats to customer data, as well as to infrastructure, platforms and applications in support of services, could generate ad adverse economic and reputational impact, undermining the trust of users, stakeholders and the relevant authorities, resulting in damage to the organisation’s image, as well as affecting business continuity and financial sustainability. Among material opportunities arising from the positive impacts generated by the company on consumers and users include, by way of example, those related to “Social inclusion of consumers and/or end users”; for example, expanding the number of railway stations where Passengers with Reduced Mobility (PRM) service is available, produces positive economic effects from improving reputation and strengthening the bond of trust with citizens, in addition to generating direct positive impacts on consumers. Material risks and opportunities in relation to consumers and end users do not involve specific groups but all consumers and users. IRO management ESRS S4-1 – Policies related to consumers and end-users The FS Group has adopted the “Sustainability Policy”, which sets out guidelines for managing material impacts, risks and opportunities affecting consumers and endusers, in line with the UN Guiding Principles on Business and Human Rights, the ILO Declaration on fundamental principles and rights at work, and the OECD Guidelines for multinational enterprises. For this reason, as referred to within the Code of Ethics, the Group is committed to: • ensuring the quality of the service offered,

69. The Service Charter is the tool whereby the company discloses and reports its principles and commitments to improve the services it offers; these documents are published on the companies’ websites and are therefore available to all interest stakeholders.

Directors‘ report

239

rendered and perceived, including by listening to customers and systematically promoting customer satisfaction detection and analysis tools; • respecting the right of consumers, providing, through the official communication channels of each company of the Group, clear, proper and exhaustive information about the services offered. In particular, the safety of people is a priority for the Group, as well as a strategic factor, which translates into a daily commitment to ensure the highest standards on its network (both rail and road) and for all services offered. The Group acts to ensure the full safety of all production activities and that the risks associated with its business are reduced to the minimum for workers, the environment, passengers, citizens and all stakeholders. ESRS S4-2 – Processes for engaging with consumers and end-users about impacts Our actions, in all its manifestations, are constantly and firmly inspired by the principle of customer centricity. As stated in the Sustainability Policy, the Group is committed to the activation of systematic engagement processes for its stakeholders, and it is the responsibility of the company’s customer service departments to ensure this involvement, so that it can provide an input to guide the

240

Ferrovie dello Stato Italiane Group

company’s strategy. In particular, the Group’s customers are directly involved, several times during the year, through a set of tools (e.g., customer satisfaction surveys, service conferences, etc.) regarding the impacts, both actual and potential, which affect them, with the aim of ensuring safe, reliable and quality service. For more details regarding the engagement processes and results collected, please refer to the specific disclosures in the sections on Safety of transport, infrastructure and other assets, Value to the Customer and Security, Cyber Security and Privacy below. ESRS S4-3 – Processes to remediate negative impacts and channels for consumers and end-users to raise concerns The FS Group offers several channels for customers to express their concerns and file complaints. Customers are informed of the existence of these tools through various channels (e.g., institutional websites), on board transport vehicles, and in station spaces. It is possible to file a complaint within three months of the inconvenience, using various channels such as Webform and Paper Form. This system allows users to report problems with train and station services, such as public information, assistance to people with disabilities, comfort and cleanliness, accessibility conditions, and safety. Once the complaint

is received, FS undertakes to provide an appropriate and reasoned response within thirty calendar days. If it is not possible to respond within this period, users will be informed of the date by which you can expect a response, which in any case shall not exceed ninety calendar days. If no response is received within this period, users are entitled to compensation. For more details regarding the processes to remediate negative impacts and the channels that allow customers to express their concerns, please refer to the specific disclosures provided in the sections on Safety of transport, infrastructure and other assets, Value to the Customer and Security, Cyber Security and Privacy below. ESRS S4-4 – Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions ESRS S4-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities ESRS 2 GOV-4 – Statement on due diligence

As part of the update to the Sustainability Plan, the Group has redefined its objectives relating to occupational safety and accident prevention, adding new technological priorities and revising certain existing targets. The target of eliminating fatal accidents among passengers, contractors’ employees and people interacting with the railway system, has become an ambition, with a view to improving alignment between the long-term vision, planned initiatives and implementation capacity; two new targets linked to technological innovation projects have been associated with this ambition: the installation of ERTMS on 100% of rolling stock by 2030 and the implementation of AI-powered video-analysis systems at 28 sites. These initiatives aim to reduce risks and prevent unauthorised crossing, by enhancing digital and smart solutions to safeguard the safety of people interacting with the transport ecosystem, and ensuring a safer and more reliable travel experience. However, the target to reduce fatal accidents on roads under Anas’ responsibility by 50% by 2030 has been suspended, although the company’s commitment to road safety remains confirmed as part of its Corporate Plan. Furthermore, the target for the Net Promoter Score (NPS) of rail transport services has been postponed by one year from the previous deadline in order to align the timetable with the 2026–2030 Industrial Plan.

Directors‘ report

241

The table below shows the actions implemented and/ or planned to manage impacts – both positive and negative, actual and potential - and address risks and

opportunities, as well as achieve the goals and objectives of related policies.

Target

Value and base year

•Digitisation and technological innovation interventions to ensure effective safety management, focusing on risk prevention, predictive maintenance, reporting of hazards and incidents, remote monitoring and digital inspections

Standard installation of ERTMS on 100% of rolling stock to 2030

159 vehicles requiring ERTMS equipment (2025 base year)

•AI-powered security and video analysis solutions to prevent unauthorised access at stations and along the track

28 sites equipped with technological systems (AIpowered video analysis) to reduce unauthorised crossing to 2030

N.A.

•Redesigning the travel experience to ensure a seamless and consistent journey across different modes of transport •Strengthening integrated rail-to-rail solutions by enhancing them with intermodal options

+5–6 p.p. of Net Promoter Score (NPS) for HS, IC and regional transport services to 2030

NPS equal to 54% (2024 base year)

Levers and actions

242

Ferrovie dello Stato Italiane Group

Scope

Key FS Group

Value chain

Infrastructure Railways

Results 2024

Status

Infrastructure Roads

Results 2025

In progress

N.A.

81 ERTMS-upgraded vehicles

In progress

N.A.

7 sites equipped with technological systems

In progress

HS 54%, IC 49%, Regional transport 45%

HS 55%, IC 51%, Regional transport 47%

Transport Passengers

Transport Freight

SDGs (Agenda 2030)

Other services

Contribution to SDGs

Methodological notes

3 8 9 11

9 10 11 12

The Net Promoter Score (NPS) is an index that measures customers’ willingness to recommend a company’s products or services to others. The score is calculated on a scale of 1 to 9, classifying customers who respond between 8 and 9 as “promoters” and those who respond between 1 and 5 as “detractors.” The NPS is calculated by subtracting the percentage of detractors from the percentage of promoters. The figure is for high-speed (HS) service provided by Trenitalia.

Directors‘ report

243

Safety of transport, infrastructure and other assets ESRS S4-3 – Processes to remediate negative impacts and channels for consumers and end-users to raise concerns ESRS S4-4 – Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions ESRS S4-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities Railway safety The Group is fully committed to the safety of the service offered to customers (passengers, industrial customers and railway companies). Safety is indeed a key value pursued by directly and constantly monitoring the balance between technologies, people and organisation right from the early stages of infrastructural projects as well as services and industrial processes. The equipment and systems for traffic safety to date used on the Italian network are diversified and integrated with each other according to the characteristics of the lines and the type of traffic on them (passenger or freight; long, medium or short distance) and ensure:

• traffic operation in stations, junctions and other service locations, enabling safe operation of switches, signals, etc., in relation to the tracks assigned to each train70; • train spacing, allowing safe distance between trains on the lines to be maintained at all times71; • protection of train running72; • supervision and remote control of traffic73; • the protection of traffic at points of intersection with the road network (rail crossings); • the acquisition and transfer of ground and on-board information74. Maintenance is a key process for the management of infrastructure and fleets, in which people, equipment and technologies are constantly engaged in planning and implementing actions aimed at maintaining or restoring the condition of an asset (a plant, equipment, a train, etc. - undergoing maintenance) so that it can perform the required function, with the ultimate goal of ensuring: • high quality of the service by means of regular and constant usability of the infrastructure and stock; • traffic reliability and safety standards that comply with the applicable regulations. The maintenance activities of railway infrastructure are carried out through standardised processes and by implementing different maintenance policies: • corrective maintenance: performed after a fault is detected, it aims at restoring the condition in which

ROUTINE MAINTENANCE

ACTION PLAN

PREVENTIVE CORRECTIVE IMPROVEMENT PRODUCTIVE

CYCLICAL Visit and inspections Checks and measures Standard cycles Legally required checks CONDITION BASED PREDICTIVE

NON ROUTINE (project based) OTHER Non maintenance activities Training 70.Central equipment: ACE - Central Electric Equipment, ACEI-Central Electric Itinerary Equipment, ACC Central Computerised Equipment, ACC-M Multistation Computerised Central Equipment. 71. Technological headway systems such as: BA= automatic block; BAB= automatic block system of two-way working lines; BCA= axle counter block; BCAB= axle counter block of two-way working lines; BR= radio block for HS/HC lines. 72. SSC - Driver Support System, SCMT - Train Operation Control System, ERTMS - European Rail Train Management System. 73. SCC - Command and Control System, with its evolutions designed for HS along lines, SCC-AV, SCC-M) and CTC - Centralised Traffic Control system. 74. Dedicated GSM-R telecommunication system, where R stands for Railway.

244

Ferrovie dello Stato Italiane Group

an asset can perform the required function; • preventive maintenance (cyclical, predictive and condition-based): carried out at scheduled intervals or according to established criteria and for the purpose of reducing the probability of faults or functional deterioration of an asset; • proactive/productive maintenance: improvements/ small changes that do not increase the value of assets; • non-routine maintenance: specifically undertaken to improve reliability and/or strengthen infrastructure through projects that increase the value of assets.

Armamento, Telecomunicazioni, Trazione Elettrica e Segnalamento

Maintenance is carried out according to plans that are also developed by extensively monitoring the network through the diagnostics activity. Diagnostics enable operators to automatically determine the conditions of various infrastructure components, assessing their wear and tear through an efficient IT system. Diagnostics systems may be fixed or mobile: • fixed diagnostics systems provide for the permanent application of measurement devices on specific parts of the infrastructure to continuously read the most important functioning parameters

for systems comprising the railway station and line infrastructure. Continuously collecting measurements on the characteristics of the infrastructure and processing the data enable operators to base the maintenance strategy on predictive policies, identifying potential malfunctioning before it occurs. Fixed diagnostics are a key back-up tool for operating personnel in the event of a breakdown as they provide the technician with all the information they need to resolve it; • mobile diagnostics systems entail equipping rolling stock with measurement systems that give important infrastructure readings. Diagnostic trains used by the Group can accurately diagnose the infrastructure by monitoring the functioning parameters of the track, contact line, signalling systems and telecommunications to order maintenance when the parameters are not within the standard levels. Railway lines are classified into classes in accordance with European standards on the basis of the stresses to which they are subject. On top of standard safety goals, maintenance is optimised for each class depending on the level of reliability required by the market, using specific diagnostic trains.

Superstructure, Telecommunications, Electric Traction and Signalling

Ultrasounds

1st class

Intera Rete

Ultrasuoni

Type 3 - Diamante 2.0

Armamento, Telecomunicazioni, Trazione Elettrica e Segnalamento

DIC-80 US

Al 31 dicembre 2025, RFI dispone di una flotta di 25 mezzi diagnostici (di cui 1 per la rete AV/AC),

2nd class - 3rd-4th class

con ulteriori 26 mezzi nei prossimi anni.

Aldebaran 2.0

Annualmente viene redatto un programma di esercizio della flotta dei treni diagnostici che permette

Carrozza Diagnostica (noleggio ITCF)

Type 1

diagnostiche e di monitoraggio definite dalle procedure vigenti. I principali parametri rilevati

Archimede

diagnostica sono: •

Armamento: geometria del binario, usura e integrità della rotaia, conicità equivalente, dina

ondulatoria, interazioni ruota rotaia, valutazione dello stato interno della rotaia e video co

Nodi, piazzali e interconnessioni Sirter

Type 4

OBW10FS-V/N

(6-12-24 months)

costitutivi della via. Falco

•

Trazione Elettrica: geometria e usura della linea di contatto, interazione pantografo – catenar della catenaria e archi elettrici;

PV7

K12

•

Telecomunicazioni: copertura e qualità del canale voce GSM/GSM-R e del canale dati LTE;

•

Segnalamento: canali euroradio, eurobalise, BACC e SSC impiegati nei sistemi di protezione europei (ERTMS/ETCS) e nazionali (SCMT e SSC).

spone di una flotta di 25 mezzi diagnostici (di cui 1 per la rete AV/AC), destinata rinnovarsi Con l’obiettivo di acreare uno strumento univoco ed efficace per il monitoraggio dello stato dell’infrast

dotata di un sistema informativo centralizzato, in modo da raccogliere e razionalizzare le infor

ossimi anni. Ultrasuoni

n programma di esercizio della flotta dei treni diagnostici che permette esigenze sistemididisoddisfare diagnostica mobile sia dai sistemi di diagnostica fissa distribuiti sul territorio lungo tutta l’inf

ggio definite I principali durante le aattività di Con l’evolvere delle tecnologie diagnostiche, le politiche manutentive della rete ferroviaria di tipo ispone di una dalle flotta procedure di 25 mezzivigenti. diagnostici (di cui 1 parametri per la reterilevati AV/AC), destinata rinnovarsi modificate negli ultimi anni, passando da un approccio quasi esclusivamente di tipo ciclico rossimi anni.

ispone di unausura flotta edi integrità 25 mezzi diagnostici (di cui 1 per la rete AV/AC), destinata a rinnovarsi Directors‘diagnostiche report 245 delprogramma binario, conicità equivalente, dinamica diinmarcia, usura dove è stato possibile applicare informazioni condizione, quelle attività sullo stato un di esercizio delladella flottarotaia, dei treni diagnostici che permette di soddisfare esigenze ossimi anni. ruota dello stato interno della rotaia e video degli elementi Neglicontrollo ultimi anni, si di stanno sempre più sviluppando criteri per la manutenzione predittiva aggio rotaia, definitevalutazione dalle procedure vigenti. I principali parametri rilevati durante leinoltre, attività

Al 31 dicembre una flottache di 25 mezzi di diagnostici (di cui 1 per la rete AV/AC), destinata a rinnovarsi un programma di esercizio2025, della RFI flottadispone dei trenididiagnostici permette soddisfare esigenze l’intervento manutentivo più idoneo e al momento opportuno sulla base dell’andamento storico d

con ulterioriprocedure 26 mezzi vigenti. nei prossimi anni. parametri rilevati durante le attività di aggio I principali metriadefinite e usura dalle della linea di contatto, interazione pantografo – catenaria, tensione e corrente e dell’andamento dei guasti, con attese ricadute positive in termini di o delle attività di manutenzione

As at 31 December 2025, RFI had a fleet of 25 diagnostic vehicles (1 of which for the HS/HC network), set to be renewed with a further 26 vehicles in the coming years. An operating schedule is prepared annually for the diagnostic fleet in order to meet diagnostic and monitoring requirements prescribed by current procedures. The following main parameters are checked during diagnostic activities: • Superstructure: track geometry, rail wear and integrity, equivalent conicity, running dynamics, wave wear, wheel-rail interactions, assessment of the internal rail condition and video monitoring of the elements making up the track; • Electric Traction: contact line geometry and wear, pantograph-overhead contact line interaction, overhead contact line voltage and current, and electric arcs; • Telecommunications: coverage and quality of the GSM/GSM-R voice channel and of the LTE data channel; • Signalling: Euroradio, Eurobalise, BACC and SSC

channels used in the protection systems of European (ERTMS/ETCS) and national trains (SCMT and SSC). In order to create a single, effective tool to monitor the condition of the infrastructure, RFI also set up a centralised information system to gather and collate the information provided by both mobile and fixed diagnostics systems spread out throughout the country along the entire railway infrastructure. With this growing application of diagnostics technology, the routine maintenance policies applied to the railway network have been modified in recent years, from an almost exclusively cyclical approach to a conditionbased approach when it was possible to apply diagnostic information on the infrastructure. Furthermore, over the past few years, predictive maintenance criteria have been increasingly developed to determine the most appropriate maintenance work to be carried out at the right time, based on the historic performance of diagnostics data, maintenance activities and the trend in faults, with an expected positive impact consisting of the optimisation of vehicles and resources.

MAINTENANCE OF RAILWAY VEHICLES The maintenance of railway vehicles is one of the key processes in ensuring that operational safety is maintained and improved and to meet established quality standards. In particular, the Group ensures the planning, performance, control and improvement of maintenance processes through an organisation that provides for a maintenance system including several functions: • a unit that supervises and coordinates all stages of maintenance to ensure safe conditions for railway system vehicles; • a central unit that establishes the criteria and general provisions for the maintenance of vehicles, including the operating conditions for the functioning of vehicles and to learn from experience; • operating units that manage taking the vehicles out of service, sending them to repair workshops and subsequently returning them to operations; • maintenance systems at two organisational levels: the first level consists of the Current Maintenance Systems, responsible for “light” and “corrective” maintenance work included in vehicle shifts while the second level consists of Cyclical Maintenance Workshops responsible for work with a significant impact on the value of the rolling stock, which is carried out when the vehicles are not being used.

246

Ferrovie dello Stato Italiane Group

Monitoring the safety performance of the railway infrastructure operated by RFI Safety performance on the railway infrastructure operated by RFI is monitored using indicators calculated based on the data stored75 in database (Accident Database for monitoring of incidents and inconveniences) in accordance with current international criteria (issued by the ERA - European Union Agency for Railways). The main indicators used to monitor safety performance are as follows: • indicators related to Common Safety Targets; • significant accidents (train collisions, train derailments, accidents at rail crossings, fires onboard rolling stock, accidents to people involving rolling stock in motion, excluding suicides and attempted suicides, other); • overall accidents for which RFI was liable; • significant accidents for which RFI was liable;

• “typical” incidents according to the UIC. For some of these indicators, the ERA has also prepared and assigned common safety targets (CST76) at European level and national reference values (NRV77), based on time-series data. The table below shows the Group’s actual safety data compared with certain common safety targets (Measurement Unit expressed in FWSI78 on a graduated scale). Specifically, the table below compares the accumulated data on RFI performance, the National Infrastructure Operator, for each risk category (types of people who may potentially be harmed as a result of a rail accident) and each indicator, with Common Safety Targets (CSTs) along with specific national targets assigned to Italy (NRV) under Directive 2013/753/EU. CST and NRV refer to the entire Italian railway system and concern both the infrastructure managed by RFI and on networks operated by other Infrastructure Operators.

Common safety targets Measurement unit Risk category

Targets Graduated scale

Actual

CST

NRV

2025

2024

Common (x109)

Italy (x109)

RFI (x109)

Passengers

Number of passengers FWSI per year calculated based on significant injuries/ passenger train*km per year

passenger train*km per year

170.00

38.10

3.19

6.34

Employees or contractors

Number of employees FWSI per year calculated based on significant injuries/ number of train-km per year

train-km per year

77.90

18.90

0.27

8.22*

Users of railroad crossings

Number of users of railroad crossings FWSI per year calculated based on significant injuries/number of train-km per year

train-km per year

710.00

42.90

14.92

8.48**

Other people on the pavement

Annual number of FWSI to people classified as “Other” due to significant injuries/number of train-km per year

train-km per year

14.50

6.70

0.00

Number of FWSI to people per year calculated based on serious injuries/number of train-km per year

train-km per year

2,050.00

119.00

291.79

134.12***

Other people that are not on the pavement Person crossing the tracks wrongly

Following the findings of the competent Authorities regarding suicides and attempted suicides, and the conclusion of internal investigations (data quantification and identification of responsibilities), which led to a revision of the number of significant accidents recorded in 2024 (from 126 to 99 events), the figures reported in the previous year and which were revised in 2025 are set out below: *2.91, **16.70 and ***193.76.

75. Data updated as at 8 January 2026, which may be subject to change following the findings of the competent Authorities regarding suicides and attempted suicides as well as the conclusion of internal investigations (data quantification and determination of responsibility); in fact, these factors have already led to changes in certain indicators for the previous year. 76. Common Safety Target – CST. 77. National Reference Value: specific value assigned to the railway system of each Member State based on the various CSTs. 78. Fatalities and Weighted Serious Injuries.

Directors‘ report

247

It should be noted that, from the data analysis, the only value above the NRV index threshold – persons who trespass on or cross railway tracks without authorisation (breaches of safety regulations by persons not associated with the railway system) - was still found to comply with the European CST target. From the analysis of significant accidents79 it emerges that there

were 163 significant accidents in 2025 on the railway infrastructure managed by RFI (+64 compared to 2024), which overall caused 112 deaths and 42 serious injuries (in addition to financial damage to infrastructure, the rolling stock involved, third parties and service disruptions over 6 hours due to a main line interruption).

Harm to people 2025 Type

2024

Deaths

Serious injuries

Deaths

Serious injuries

RFI employees (including contractors)

Passengers

Users of railroad crossings

People crossing the track wrongly

106

Other people on the pavement

Other people not on the pavement

112

Total

With regard to the analysis of the causes of significant accidents, it should be noted that approximately 94% of events were attributable to factors external to the Group. In 2025, two significant accidents were recorded with RFI responsibility, and involved: • one collision between a work vehicle and a car at a level crossing; • one work vehicle colliding with a hydraulic switch. Parallel to the monitoring of safety performance by means of the ERA classification, the Group also monitors performance in accordance with the UIC’s guidelines, in order to be able to compare its performance in the international context. Typical accidents according to the UIC are: collisions, derailing, fires involving rolling stock, accidents involving dangerous goods and accidents at level crossings (collisions with obstacles or vehicles). They exclude accidents in which people are hit (including at level crossings), injuries to people as they inappropriately board/deboard moving trains, and suicides and attempted suicides. The UIC’s criteria for injuries/damage caused by the accidents are consistent with those for significant accidents: • at least one death either immediately or within 30 days of the incident; • at least one person seriously injured (hospitalised for over 24 hours); • damage to rolling stock/infrastructure/third parties greater than or equal to €150,000; • disruption of traffic on a main line for a period of

time greater than or equal to six hours. This classification is meant to measure the intrinsic safety of railway systems, assigning less weight to accidents caused by conduct in violation of railway regulations by people unrelated to the railway system (violations of Presidential Decree no. 753/80) in railway contexts. Typical UIC accidents are weighted according to an overall index with respect to certain parameters such as: the type (train on train, train on people, train on vehicles, etc.); the extent of personal injury (number of deaths or injuries); the category of persons injured (any violations by the person); the liability (endogenous or exogenous). Of the 12 typical UIC accidents that occurred in 2025 in the area of operations (-4 accidents compared to 2024), 6 were of an exogenous nature (i.e. with responsibility related to causes external to the railway system) and other 6 related to causes attributable to the reliability of the operation of the railway system. No typical accidents with RFI responsibility were recorded in 2025 compared to 7 in the previous year. For details of accidents involving the FS Group’s foreign railway companies, please refer to the Other information sections of the Report on Operations, and note 51 to the financial statements: Events after the reporting date of the Consolidated Financial Statements. Road safety The Group’s goal is to guarantee traffic safety in the network it operates, in line with the “EU Strategic Action Plan on Road Safety 2021-2030.” For the Group safety means:

79. According to the ERA classification criteria, a significant accident is any accident involving at least one rail vehicle in motion, resulting in at least one killed or seriously injured person (hospitalisation > 24h), or in significant damage to stock, track, other installations or environment, or extensive disruptions to traffic. Accidents in workshops, warehouses and depots are excluded.

248

Ferrovie dello Stato Italiane Group

• designing a safe road; • maintaining a safe road; • operating a safe road. This is an activity that requires constant and careful commitment on more than 32,000 kilometres of roads and highways, and that affects various components of the road infrastructure, including: pavement, facilities, and restraint systems. Monitoring of the safety performance of the road infrastructure operated by Anas The activity carried out by Infomobilità makes it possible to acquire real-time traffic information and share it with the corporate functions in charge of internal and external communication. The related reporting (on a monthly, quarterly, six-monthly and annual basis), resulting from a targeted Data Analysis activity, transmitted to the individual Local Units and to the company management, allows a precise monitoring of the events, the identification of their typology and location, the in-depth analysis of their causes and concurrences, and their possible recurrence on the entire road network operated by Anas, as segmented by 2 km sections. The statistical survey for 2025 shows a number of

accidents amounting to 19,156, of which 6,713 were classified as “autonomous” (these are accidents involving no vehicles other than the one being driven), with the number of events rising by approximately 6.8% compared with the previous year (17,941 accidents in 2024) and a 5.6% increase in accidents classified as “autonomous” (6,357 in 2024). As regards personal injury caused by accidents, there was a 9% increase in fatalities (458 in 2025 compared to 420 in 2024), and an increase of approximately 11% in those revealing injuries (7,437 compared to 6,702 in the previous year). Data collection and Data analysis activities also involved meteorological events, enabling the transmission of specific reports to the Local Units - on a monthly, quarterly, six-monthly and annual basis – regarding the resulting critical issues impacting the road network, including events classified as “Flooding” and “Landslides.” Furthermore, the monitoring and analysis of the events detected on the network under management allowed the performance of a mapping of the events classified as “fires” in the summer period. This made it possible the identification of potential critical issues in order to take all actions required to mitigate the phenomenon.

Directors‘ report

249

Value to the customer ESRS S4-3 – Processes to remediate negative impacts and channels for consumers and end-users to raise concerns ESRS S4-4 – Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions

Train

Home

ESRS S4-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities The integrated service offering, as commented on within the paragraph on Performance of business sectors, aims to ensure a travel experience that meets the specific needs of people, with a focus on those who use public transport regularly, and to market itself as a system operator, both in Italy and abroad, for freight transport.

· Italy, Germany, France, Great Britain, Greece and Spain · Approx. 49 billion passenger km (37.3 in Italy and 11.7 abroad) · Approx. 321 million train km (medium and long haul transport and regional)

Infrastructure

Destination

RAILWAY NETWORK · over 17,000 km of infrastructure in Italy and abroad · over 12,000 km of electric lines ROADWAY/MOTORWAY NETWORK · over 32,000 km of state roads STATIONS · over 2,200 stations in Italy, with active passenger services · 60 stations in Germany

Train

Industry

Logistic terminal

250

Ferrovie dello Stato Italiane Group

Bus

· Italy, Germany, Greece and the Netherlands · approx. 1.94 billion passenger km · approx. 207 million bus km

· over 22 billion tonnes-km, of which 13 abroad · over 46 million trains-km, of which 26 abroad

· Integrated logistics hub · Companies in Italy, Germany, Greece · Integrated logistics platforms

Destination

Station …place of movement Stations are the places of movement: they express the dynamism of a space designed for travel and modal exchange and they undergo cyclical changes, as they follow or boost the evolution of mobility styles and the urban fabric in which they are set. Stations are the place of transformation, even in the name of the new quality of infrastructure that increasingly require approaches capable of creating value and attractiveness for local areas, reducing travel costs and times, and meeting the increasing demand of new mobility.

Stations are the point of contact between the railway system and the local area they serve, and their operation is also linked to the quality of this relationship. A station that works well is also able to be an integral part of the environment it is set in, whether urban or rural. With this in mind, the Group is committed to an integrated station development plan that focuses on building new stations, and tends to make existing stations and surrounding areas safer and more pleasant, and to increase access points to the rail network by upgrading and improving usability, accessibility, public information, and intermodality.

Railway and road network …the route joining us Improving the country’s transport infrastructure by effectively integrating the railway and road networks with other infrastructure and urban centres, ensuring the safety and resilience of infrastructure, RFI-operated railway lines

accelerating the ecological transition and seizing the opportunities offered by new technologies for maintenance activities and innovative services are among the priorities to be pursued by the Group. 16,881 km

Type Double-track lines

7,833 km

Single-track lines

9,048 km

Power Electric lines

12,634 km

Diesel fuel lines

4,247 km

Netinera-operated railway lines

300 km

Anas-operated road network approx. of which motorways

32,700 km 1,293 km

Directors‘ report

251

Train…the most environmentally-friendly means of transport Mobility is one of the most complex challenges that modern society needs to tackle. Indeed, a growing demand for movement is set against the need to reduce impacts on the environment. The main objective is still to ensure better quality of life and the health of people and land. In this context, the train is the most environmentallyfriendly and energy efficient means of transport,

among motorised modes of transport, and with the lowest levels of emissions. In the Group, railway transport can be split into two main segments, in Italy and abroad: • medium and long-haul transport (high speed – HS – services, Intercity – IC services); • regional transport.

NATIONAL - ITALY Medium and long-haul transport

REGIONAL

High speed services FRECCIAROSSA

trains that travel up to 300km/hr: mainly on the high-speed network serving those areas of Italy with the densest traffic and populations.

WIDESPREAD NETWORK Metropolitan, regional and interregional network of trains all day long.

FRECCIARGENTO

trains with flexible structures, enabling them to travel at faster speeds than traditional rolling stock. Accordingly, they are used on both traditional and high-speed lines.

SERVICES Frequent service in cities and fast connections between major regional hubs, ensuring that the two different service levels intersect at the “gateway stations”.

FRECCIABIANCA

trains that travel on traditional network lines and mainly connect medium and large cities with the main stations on the high-speed network, creating a widespread network.

FLEET Purchase of new, more modern and comfortable trains (Pop e Rock) and arrival of Blues, the first tri-brid (electricity-, and battery-powered and diesel-fuelled) train.

Intercity services INTERCITY

These are public transport services offered at the request of the Government under Service Contracts, whereby the transport companies receive consideration (“universal” services). Specifically, they refer to day and night Intercity services.

INTERNAZIONALI

252

Ferrovie dello Stato Italiane Group

International FRANCE Daily round-trip connections between Paris and Milan (via Lyon, Chambéry, Modane and Turin) and between Paris and Lyon on Frecciarossa high-speed trains. In June 2025 a new service between Paris and Marseille was launched. GERMANY Regional public transport in Bavaria, Saxony, Thuringia, the Czech Republic and Austria, south-west Germany, Lower Saxony, and Mecklenburg-Pomerania. In the metropolitan areas of Berlin, Brandenburg, Bremen and Hamburg. GREAT BRITAIN West Coast connections, including services from London to Birmingham, Manchester, Liverpool, Preston, Chester, Edinburgh and Glasgow, under the brand Avanti West Coast. As from July 2025, the service is no longer available. GREECE Passenger transport in three segments: intercity (connections between main prefectures – from Patras to Alexandroupolis; Dikaia to Florina; Athens to Thessaloniki), suburban (regions of Athens, including the airport link, Thessaloniki and Patras) and international (Sofia, Belgrade, Bucharest, Skopje). SPAIN Connections launched in November 2022 under the brand Iryo and with a fleet of new Frecciarossa trains covering the Madrid-Barcelona, Madrid-Valencia, Madrid-Alicante and Madrid-Malaga/Seville railway lines.

Buses and tram…for sustainable public mobility Buses and trams are the easiest and fastest mobility solutions to reduce urban traffic, protect the environment and provide an intermodal offer, through integration with other means of transport, especially the train, that

supports collective transport and public mobility. In this case, too, the Group’s offer targets both the national and international market.

National LOCAL Local public transport (urban and suburban) in major Italian cities, Padua, Perugia and Salerno. In addition to other cities in Campania, Puglia, Umbria and Veneto. Passenger transport commercial services, including direct link with The Mall Florence outlet. LONG HAUL Integrated service consisting of dedicated buses that connect medium-sized cities and tourist cities, in certain periods of the year (e.g. Pompei, Sorrento, Cortina d’Ampezzo, etc.) with the HS Frecce trains from Bologna, Bolzano, Florence, Lecce, Milan, Naples, Rome, Salerno, Turin, Venice and Verona.

International GERMANY Public road transport in the North Rhine-Westphalia, Frankfurt-am-Main, Hamburg and Hanover.

THE NETHERLANDS Local public transport in the metropolitan area of Utrecht, Groningen - Drenthe, DAV (Drechtsteden, Alblasserwaard en Vijfheerenlanden), and, from 2024, the province of Fryslân (Frisia).

Directors‘ report

253

Freight transport …to promote modal shift from road to rail Through FS Logistix and subsidiaries, the Group seeks to establish a presence on the market as a system operator, both in Italy and abroad, contributing to improving the freight transport system and promoting the modal shift: from road to rail, with fewer social repercussions (accident rate, road traffic congestion) and environmental impacts (lower atmospheric emissions and less energy consumption).

FS Logistix is an integrated ecosystem of transport and logistics solutions and, as a sub-holding company, defines the strategies and operational direction of its subsidiaries. Each company plays a specific role: from rail transport to intermodal logistics, through to the operation of terminals and innovative infrastructure, ensuring strategic connections and essential services for freight transport in Italy and across Europe.

Transport services

Logistics services

Both domestic and international transport services are provided by road, rail and sea, using systems tailored to the different types of cargo.

Logistics services are designed to optimise the management of goods flows, improving overall performance and reducing operating costs.

•Rail transport •Road transport •Ferry services across the Strait of Messina •Specialist freight transport •Door-to-door solutions

•Terminal services •Shunting services •Warehouse services •Value-added services •Technical services

Quality of services For some time now, in its effort to offer high-quality services to passengers and industrial customers, the FS Group has implemented a process to monitor customer care based on the parameters stated in the Service Charter80, and to monitor customer satisfaction through interviews aimed at analysing the expectations and level of satisfaction of passengers and customers.

Furthermore, a monitoring system of complaints was implemented (“complaints” mean the reports received, whilst “inefficiencies” mean the problems associated with “complaints”)81, which enables the implementation of a structured and ongoing process for collecting, analysing and understanding customer reports, gaining a deeper insight into their needs, with the aim of transforming complaints into concrete actions to improve services.

+ CUSTOMER CARE

+ CUSTOMER SATISFACTION

COMPLAINT MANAGEMENT

IMPROVING SERVICES

80. The Service Charter is the tool whereby the company discloses and reports its principles and commitments to improve the services it offers; these documents are published on the companies’ websites and are therefore available to all interest stakeholders. 81. A complaint may refer to more than one inefficiency. Complaints can also identify customer inquiries about certain aspects of service or reports that do not correspond to inefficiencies, but are nonetheless noted in specific items, evaluated and found.

254

Ferrovie dello Stato Italiane Group

The following sections give a summary of the Group’s key performance indicators in Italy. Customer satisfaction

2025

2024

Change

- overall perception of the station

92.9%

91.4%

+1.5 p.p.

- perception of overall security

85.6%

85.9%

-0.3 p.p.

- perception of assistance services in the Blue Rooms circuit

99.4%

99.2%

+0.2 p.p.

Railway infrastructure (RFI)

The RFI Market Observatory, through companies selected by European tender, has been conducting customer satisfaction surveys for more than 15 years. The monitoring of traveller satisfaction with the quality of RFI stations (“Traveler Observatory”) is one of the most extensive surveys in Italy. The survey involves monthly surveys of perceived quality structured to provide a complete view of the sample-stations on a quarterly basis. It is conducted through face-to-face interviews (of the C.A.P.I. Computer Assisted Personal Interview type) in the station to people departing on the basis of questionnaires that include both pre-coded responses, to allow travellers to express their level of satisfaction/dissatisfaction with different aspects of the station and services offered with a “grade from 1 to 9,” and “open-ended” responses, to gather from the voice of the respondent suggestions on areas for improvement. The observation of the quality of in-station assistance services to people with disabilities and reduced mobility - provided by RFI’s Sale Blu (Blue Rooms) in a circuit of stations spread throughout the territory - is the subject of a specific survey (“Blue Rooms Observatory”) conducted on a monthly basis through C.A.T.I. (Computer Assisted Telephone Interview) type interviews on a sample of travellers who used the service in the previous month (about 3,600 people on schedule). With a view to continuous improvement from 2025 onwards, the targets relate to the percentage of fully satisfied customers – that is, those who give a rating of 7 or above – and, consequently, the 2024 figures have been adjusted to ensure that performance figures are comparable. Road infrastructure (Anas) - Perception of the Pronto Anas service

8 out of 10

7.8 out of 10

+0.2

The survey is conducted through semi-structured questionnaires administered by C.A.W.I. (Computer Assisted Web Interviewing) and C.A.T.I. (Computer Assisted Telephone Interview) methods on a sample identified by random sampling among customers who contacted the Pronto Anas Service during the reporting period and who gave their consent to participate in the research. Rail passenger transport (Trenitalia) - Medium- and long-haul service overall perception of the journey

98.4%

- Regional service overall perception of the journey

92.7%

92.5%

+0.2 p.p.

Perceived quality is measured through periodic surveys of passengers aged 14 years and up about their experience on trains managed by the Group (medium/long-haul, and short haul journeys - local/regional transport). Surveys are conducted using face-to-face and telephone interviews. Face-to-face interviews are conducted at the station before interviewees board their trains/ upon arrival. Telephone interviews using CATIs (Computer Assisted Telephone Interviews) are conducted through call-backs to interviewees two/three days after the journey. The score for each variable considered in the survey is on a scale of one to nine, where one corresponds with the lowest satisfaction and nine with the highest. Passengers who report a satisfaction rate equal to or greater than six are considered satisfied. Medium/long-haul service: surveys are conducted once every two months for a total of six surveys per year and entail approximately 5,800 interviews with a sample of passengers selected using a probability-based procedure in connection with three different aspects: traffic, station and brand. Regional service: surveys are conducted once every two months for a total of six surveys per year and entail approximately 9,170 interviews. Such a high number of interviews also makes it possible to survey passengers travelling on the 35 main regional railway lines throughout Italy. Road passenger transport (Busitalia and subsidiaries) - Urban service overall satisfaction

90.4%

91.6%

-1.2 p.p.

- Extra-urban service overall satisfaction

93.3%

89.5%

+3.8 p.p.

The methodology adopted for the surveys is field survey, which involves interviews with customers at the time of the service use, so as to collect the level of satisfaction in real time. Thus, the survey mode involved CAPI (face-to-face) interviews in both urban and suburban areas. The sampling plan was stratified by groups and lines, with random extraction of statistical units. In addition to the social and behavioural profile, the survey captured customers’ perception of the quality of service rendered (Customer Satisfaction), using the rating scale from 1 to 10. Perception is surveyed both in relation to an overall assessment of the service and in relation to individual aspects of the service. The customer satisfaction surveys covered the urban and suburban LPT services of Busitalia and subsidiaries (Veneto, Umbria and Campania). The consolidated results of the surveys conducted in May and November/December on local public transport were consolidated by weighting the customer values obtained for each group to the corresponding number of passengers carried. Overall, the respondents were 3,503 for urban services and 2,836 for extraurban services. Freight transport - overall satisfaction

7.4 out of 10

7.6 out of 10

-0.2

In order to measure the level of satisfaction with the services they provide, the companies under the control of FS Logistix conduct a Customer Satisfaction survey through the administration of an online questionnaire structured so that the customer can provide a score, on a scale of 1 to 10, on aspects of the service provided that are considered essential. The survey is launched and completed in the early months of the year; consequently, the results reported relate to the previous year.

Directors‘ report

255

Punctuality of passenger transport

2025

2024

Change

- Market services (Frecce trains) % of trains arriving within 10 minutes of the scheduled time

75.3%

72.9%

+2.4 p.p.

- Universal service (IC day and IC night trains) % of trains arriving within 15 minutes of the scheduled time

84.5%

81.9%

+2.6 p.p.

- Regional service % of trains arriving within 5 minutes of the scheduled time

91.7%

91.3%

+0.4 p.p.

Rail passenger transport (Trenitalia)

Data relating to the whole reporting year but certified by the infrastructure manager until August 2025. All trains arriving at their destination beyond the stated threshold are considered late (no exclusions). Road passenger transport (Busitalia and subsidiaries) - Urban service % of on-time departing journeys

98.2%

- Extra-urban service % of on-time departing journeys

98.4%

98.3%

+0.1 p.p.

Number of complaints received

2025

2024

Change

Railway infrastructure (RFI)

9,030

8,502

+528

The main channel used to report inefficiencies is “RFI Risponde” which is available on the homepage of the institutional website www.rfi.it. The main complaints (approximately 60% of the reported inefficiencies) related to public information, comfort in the station, security at the station, and respect for the environment. Road infrastructure (Anas)

1,536

1,877

-341

Complaints, handled centrally through Customer Service and the various and multiple contact channels made available to customers (telephone, e-mail, certified email, live chat, website, appointment, whatsApp, telegram, social channels, and mail), are registered through a Customer Relationship Management (CRM) system. Rail passenger transport (Trenitalia) - Medium- and long-haul service

47,955

40,274

+7,681

- Regional service

44,066

44,803

-737

Complaints are managed on an integrated IT Customer Relationship Management platform that analyses and handles complaints synergistically with other means of customer contact (such as, for example, ticketing offices, customer care centres at stations, online, the call centre, post and e-mail). The figures were compiled in January and therefore do not include some of the complaints received in the final quarter of the year. Rail passenger transport (Busitalia and subsidiaries)

4,404

3,615

N/A*

The company complies with the measures under Decision 28/2021 of the Transport Regulatory Authority on the matter of complaints. A complaints section was published on its website, with all the appropriate measures to make the process of sending and responding to complaints smoother and more effective for customers. Specifically, the new procedure clearly defines the time frames for sending and responding to the complaint, the channels for sending the reports, requirements and features of the response to customers and what the customer can do if the response is not satisfactory. *The figure recorded in 2025 includes not only complaints received in relation to LPT but also complaints concerning all mobility services offered by the Busitalia Group; as such, it is not comparable with the previous year.

256

Ferrovie dello Stato Italiane Group

The following is the main information regarding customer satisfaction surveys carried out by Group companies offering rail and road transport services abroad.

France

Germany

Greece

The Netherlands

In 2025, 96% (-1 p.p. compared to the previous year) of customers are satisfied with the services offered, through Trenitalia France, by the FS Group in France.

Hellenic Train monitors passenger satisfaction on a quarterly basis (for instance through surveys and mystery clients). The analysis is performed by a third-party. The sample analysed amounted to 2,000 passengers (including all business segments: long-haul, intercity, regional). In 2025, the value related to the “overall journey satisfaction” was 48.9% (-7.6 p.p. compared to the previous year).

To monitor punctuality and passenger satisfaction, the Netinera group uses the method defined by the Public Transport Authority on a regional basis and depending on the type of service offered. Owing to this, there are no summary indicators available at group or company level.

Qbuzz BV’s monitoring system of traveller satisfaction involves performing a “Barometro OV*” survey, on a national scale, for all the stretches and the concession-holder companies. The 2025 survey had not yet been published at the reporting date of this document (the result achieved for the 2024 campaign was 7.9 out of 10, +0.1 points higher than the national average). *“OV-Klantbarometer” is a national survey performed by an independent third-party on the opinions of public transport travellers (urban and regional). Travellers can rate different aspects of the service. The research is carried out each year on a quarterly basis on buses, trams, metros, regional trains and vessels. The areas surveyed chiefly correspond to the areas in which public transport concession-holders operate.

Spain

Surveys on customer satisfaction relating to services performed by iryo, an investee company of Trenitalia operating in Spain, are carried out through on-line surveys requesting travelers to give a rate between 1 and 10 on various research topics (journey satisfaction, expectations, on-board train experience, etc.). 2025 data recorded a Net Promoter Score (NPS)* of 63.1% (-3.3 p.p. compared to 2024). *The Net Promoter Score is a metric used to gauge customer loyalty and the likelihood of customers recommending other products and services offered by a company. The score is calculated by subtracting the percentage of “detractors” (those who score 0-6) from the percentage of “promoters” (those who score 9-10).

Directors‘ report

257

Security and privacy The Group’s priorities are ensuring the utmost security in stations and trains, to protect passengers and personnel on duty, constantly supervising and protecting the Group’s systems and infrastructures through cyber security activities aimed at ensuring the continuity of its services, as well as the confidentiality, integrity and availability of information, both its own and that of customers, stakeholders and partners. Security The security and protection of personnel, passengers/ users at stations, assets and know-how are essential for the Group. With this in mind, FS Security, the FS Group company dedicated to ensuring security of trains, stations, employees and travellers, has been providing high service levels since 2023. More than 1,300 highly qualified professionals work to provide security services for the entire FS Group, offering efficient, integrated and tailored solutions and interfacing with agencies, industry bodies and institutions dedicated to security activities. FS Security is also tasked with implementing a range of initiatives to prevent, monitor and combat illegal activities within the railway sector, in close collaboration with the Police forces, and in support of the Group’s main companies. In particular, in order to reduce the incidence of theft of copper used in the operation of various technological systems (signalling and power supply for trains, telecommunications, etc.) along the main routes of the railway network, FS Security is responsible for: • collecting, processing and analysing incidents; • monitoring, through dedicated operational services, the railway lines and depots most at risk; • involving local Police Forces by reporting construction sites, and risk situations identified at facilities, as well as thefts and attempted thefts; • constantly encouraging and supporting RFI units in securing valuable equipment. The FS Group has developed a structured approach to address security-related impacts, taking concrete actions to protect staff and the travelling community by combining prevention, training and technology. In this regard, the “Station Security Operational Model” project was launched in 2025 as part of a continuous improvement approach. This project aims to provide the FS Group with policy tools for more effective security governance, through the publication of Guidelines on Physical Security and Guidelines on Security at Major Stations. Based on the pilot scheme covering Roma Termini station (following commitments made with the Ministry of the Interior to implement joint measures for more efficient governance of Rome’s railway infrastructure - the so-called “Safe Stations 258

Ferrovie dello Stato Italiane Group

Pact”), an Action Plan was drawn up, following a Risk Assessment and Gap Analysis, through which mitigation measures for reported critical issues were identified, divided into actions to be carried out in the short, medium and long term. In particular, for the actions feasible in the short term, so-called “Quick Wins” were selected, i.e. rapid and low-cost solutions, all of which were implemented during 2025. During the same year, a number of trials were conducted to innovate and introduce new technological systems to support security operations, and the partnership with the Ministry of the Interior was strengthened through signing Agreements, notably the one signed with the Railway Police, aimed at further raising safety standards on trains, in stations and across the national rail infrastructure. With regard to the safety of frontline staff, mobile devices, known as bodycams, were tested in the regions of Liguria, Lombardy, Piedmont, Apulia, Tuscany and Emilia-Romagna for staff and train conductors, with excellent results in terms of reducing incidents of aggression against staff. Another initiative introduced by the FS Group involved the use of video analysis n CCTV systems at certain sites in Florence and Milan, aimed at ensuring greater security for railway assets and tackling the issue of unauthorised presence along the tracks. At the same time, to compensate for the lack of mobile network coverage in urban and remote areas, which prevents the transmission of images from CCTV systems installed to deter theft along the tracks and damage to assets, satellite connectivity was tested to ensure greater operational continuity through stable video streams without any data loss. These innovations ensure improved monitoring activities, and closer collaboration with Police officers. In addition, the Memorandum of Understanding between FS and ENAC was signed in 2025 for the use of drones in monitoring rail and road infrastructure in Italy. The agreement paves the way for a structured and innovative partnership aimed at making transport networks safer, preventing risks, and ensuring service continuity of service in all conditions. In order to ensure the safety of staff travelling on business, the Group’s Travel Security model has been updated in line with the latest international standards set out in ISO 31030:2021. The Guidelines and Operating Procedure on Travel Security have therefore been updated by providing for a health surveillance protocol for employees about to travel abroad, and the option to provide feedback on safety conditions encountered abroad, also in light of the mitigation measures set out in the Group’s Travel Security Model. In addition, the range of training courses on Travel Security, Civil Defence and combating the infiltration of organised crime has been expanded.

In the context of relations between the FS Group and the Civil Defence system, the Protocol with the Department of Civil Defence has been renewed with a view to strengthening cooperation in the event of critical situations or emergencies arising from natural and manmade risks that may affect the areas of responsibility of the FS Group. A project has been launched to establish a Civil Defence Volunteers’ Association within the FS Group, with the aim of harnessing the technical and specialist expertise of staff and involving employees who wish to contribute to the management of civil defence events affecting the railway sector. Once fully operational, the Association will be an important component of the National Civil Defence Service, and SECURITY STATISTICS

may be activated to manage emergencies of national or local significance, helping to create “value” for the entire country’s economy. In conclusion, these initiatives aim to strengthen the capacity to prevent and manage unlawful activities and, more generally, critical situations, with the objective of improving the overall safety of the business, resources, assets, corporate reputation, and the travelling public. Below are the key security statistics82 , which serve as key indicators for assessing the effectiveness of measures to protect staff, assets and railway infrastructure, as well as the ability to prevent events that could affect the continuity of rail services: 2025

2024*

Change

Assaults on railway personnel

349

434

(85)

-19.6%

Thefts at the station

909

1,128

(219)

-19.4%

Thefts on board trains

2,751

2,130

621

+29.2%

185

251

(66)

-26.3%

Copper thefts

Source: FS Security database for Assaults and Copper thefts, and Ministry of Interior data for Thefts on board trains and in stations. *Following feedback from the competent Authorities, the figures reported in the previous year – which were revised in 2025 – are as follows: assaults on railway staff (395), thefts at stations (1,117), and thefts on board trains (2,067).

Cyber security The FS Group deals with its cyber security strategy by taking an integrated approach that combines physical and digital security, being aware of the growing risks associated with digitisation of processes, and the evolution of cyber threats. Railway assets, trains, buses, stations, and platforms, as well as employee devices, and IT and suppliers’ systems are increasingly more interconnected; even the failure of a single component could trigger a chain reaction, affecting business continuity and the quality of service provided to customers. In this challenging environment, the FS Group is committed to ensuring high levels of internal security by adopting cutting-edge technologies, the ongoing updating of security guidelines, and the strengthening of capabilities for the prevention, detection and response to cyber incidents. An increasingly important role is played by the use of artificial intelligence, which supports monitoring and analysis activities, enabling the faster identification of anomalous behaviour and potential threats, and improving the effectiveness of countermeasures. The Group ensures a consistent and standardised approach to physical and cyber security through a security governance Model that identifies the Security department (and the Security professional category) as

the Cyber & Information Security function in charge of directing the implementation of the cybersecurity model. In accordance with the governance model, FS Security is now operational, which includes the Cyber Security Solutions & Operations unit, dedicated to the integrated management of the FS Group’s cybersecurity, as well as the related operational functions. The Group can also rely on the Cyber Defence Centre, a centre of excellence that combines specialist expertise and advanced technologies to identify, prevent and counter cyberattacks. Within this centre the Cyber Security Operations Centre (C-SOC) operates, which is active 24 hours a day, 7 days a week, monitoring the Group’s critical infrastructure, information systems, and workstations. The use of Big Data, artificial intelligence, and automation solutions enables the Cyber Defence Centre to ensure a high level of protection for business processes and rail traffic. During 2025, the Security Incident Team’s analysts detected, managed and neutralised 6,479 cyber security incidents, marking an upward trend compared with the previous year. During the same period, analyses were carried out on 1,680 potentially infected workstations, ensuring operational continuity, and reducing any potential impact of cyber incidents. Threat intelligence activities play a key role in the prevention strategy; these involve the continuous

82. Data updated as of 13 February 2026 and subject to change following feedback from the competent Authorities.

Directors‘ report

259

monitoring of the threat landscape, and the analysis of open-source and confidential information in order to identify, in advance, new attack campaigns, emerging vulnerabilities, and any potential compromise vector specific to the FS Group’s context. These activities are supported by the company malware analysis team, composed of specialists capable of conducting in-depth analyses of malicious code, breaking it down into its components, and studying its behaviour - including through the use of controlled environments and advanced analysis tools based on artificial intelligence -, as well as by a team dedicated to Security Assessments, a fundamental component of both preventive and response strategies. The threat intelligence and malware analysis functions cooperate in a structured manner to generate reliable and timely Indicators of Compromise (IoCs), which are essential for preventing security incidents, and implementing proactive measures. The IoCs produced are shared internally and, where appropriate, with institutions and other Essential Services Operators,

contributing to the overall strengthening of the entire country’s resilience. The Cyber organisation at FS Italiane Security is then completed by the areas responsible for the definition of architectures and engineering of security systems (Cyber Security Architectures & Engineering), as well as the management of projects, contracts, and reporting work (Project and Program Management). Privacy – Data Protection Officer For information regarding the main measures to ensure data protection of customers, employees, suppliers and other third parties, please refer to the paragraph on Data Protection Department of the Report on Corporate Governance and Ownership Structure. With regard to personal data breaches83, which resulted in the loss of consumer data, according to the provisions of Regulation (EU) 2016/679, 39 cases were recorded in 2025 (compared to 20 cases in the previous year).

83. A security breach that results - accidentally or unlawfully - in the destruction, loss, modification, unauthorised disclosure of, or access to personal data transmitted, stored, or otherwise processed.

260

Ferrovie dello Stato Italiane Group

GOVERNANCE INFORMATION ESRS G1 – BUSINESS CONDUCT Material ESRS sub-topics

Corporate culture Whistleblower protection Political engagement and lobbying Supplier relations management, including payment practices Corruption and bribery Management policies and tools •Code of Ethics •Sustainability Policy •Risk Management Policy •Anti-corruption Policy •Antitrust Policy •Internal control and risk management system •Anti-corruption management system and policies •Management of reports - Whistleblowing •Tax Strategy •Management systems

Governance ESRS 2 GOV-1 – The role of the administrative, management and supervisory bodies For information regarding the role of the administrative, management and supervisory bodies, please refer to the paragraph on Board of Directors of FS SpA in the Report on Corporate Governance and Ownership Structure. IRO management ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities rilevanti The process of identifying and assessing the impacts, risks and opportunities related to business conduct is described in the paragraph on Stakeholder management and double materiality process. ESRS G1-1 – Business conduct policies and corporate culture ESRS G1-2 – Management of relationships with suppliers ESRS 2 GOV-4 – Statement on due diligence The values and rules of conduct stated in the Code of Ethics reflect the Group’s commitment to ensuring that all people in or outside the Group always act lawfully and ethically. The FS Group has adopted the “Sustainability Policy” to manage material impacts, risks and opportunities on business conduct. In addition – in accordance with the principles of sustainability,

accountability, transparency, ethics and integrity - the FS Group has adopted specific policies regarding the management of corruption and competition issues, i.e. the “Anti-corruption Policy” and the “Antitrust Policy.” With regard to the responsible and sustainable management of suppliers, the negotiation activities of the FS Group companies are inspired by the principles laid down in the EU Treaty to protect competition, and are governed by the Regulation for Negotiations of Ferrovie dello Stato Italiane Group companies, which is also available online on the purchasing portals of Group companies. As referred to in the Code of Ethics, the Group undertakes to: • ensure total and effective competition and fair treatment; • select suppliers, business partners and their products based on quality, price, environmental performance and company needs and use, in accordance with stated and transparent methods; • guarantee diligence, good faith, integrity and respect for company procedures in negotiations and contract performance with suppliers and business partners; • guarantee the transparency of transactions and the traceability of financial flows; • not exploit any contractual grey areas or economic weaknesses. The Group therefore recognises the importance of integrating and consolidating sustainability considerations in the management of its supply chain, as a fundamental condition for improving the Group’s Directors‘ report

261

economic, environmental and social performance, as well as ensuring the management of material impacts, risks, and opportunities on the workers in the value chain. In this regard, FS Italiane also issued Group guidelines for sustainable procurement in line with the business processes at the various operating companies, with the aim to: • pinpoint what is needed to define Sustainable Procurement policies and standards and establish them within the FS Group; • standardise sustainability principles and drive their integration into purchasing procedures and management; • integrate the requirements and guidelines provided by international standards on Sustainable Procurement. Based on this approach, the Group companies began to adapt their procedures, thanks to a process that involves

specialised roles in purchasing, sustainability and other departments that take part in procurement processes. As part of the update to the Sustainability Plan, the Group has revised its targets related to human rights management and supplier ESG assessment, in line with changes in the regulatory framework and corporate practices. In particular, the target to implement a Group-wide human rights due diligence management system by 2027 has been temporarily suspended following the update of the Corporate Sustainability Due Diligence Directive (CSDDD) in the Omnibus Package, which adopted a more gradual and proportionate approach, and postponed the implementation timeline. The Group has started an analysis process to define a new commitment aligned with the updated regulatory framework.

Actions

262

Scope

Target

Value and base year

• Gathering interest at the corporate level to start the certification project for its anti-corruption management system • Meetings with companies to share the path embarked on by FS to certify its anti-corruption management system and related supporting materials. Gathering interest at the corporate level to start a certification programme for its anticorruption management system • Meetings with operating companies to share the path embarked on by FS and related supporting materials for certification of its anti-corruption management system

Definition, by 2025, of an Action Plan on the extension of the project for the certification of the anti-corruption management systems to the main subsidiaries of FS

N.A.

• Publication of the document containing the rules of the Internal Quality Review (IQR) on the anti-corruption function of subsidiaries of FS. IQR is an analytical activity designed to verify the adherence of corporate anti-corruption activities to the relevant body of Group rules. The document will require each function to undergo IQR at least every five years. • Identification of the first three corporate functions on which to carry out IQR in 2025 according to the indicators and methodology outlined in the document and related planning (the document will stipulate that planning will be done year by year based on the “ranking” derived from the aforementioned indicators)

Performance of the IQR on 18 corporate anticorruption functions to 2030

N.A.

• Go-live of ESG Rating system of economic operators/suppliers • Pilot project for document and on-site audits • Update of Group rules (general terms and conditions) • Activation of ESG performance improvement program (Supplier Growth Program)

Introduction of a minimum ESG rating threshold in 100% of systems to qualify (2027)

N.A.

• Adoption of the completion of the Questionnaire to obtain the ESG Rating as a minimum requirement in all qualification systems for new economic operators • Incorporation of ESG criteria into OEPV Tenders • Increased weight of ESG criteria in OEPV Tenders

>90% of OEPV tenders with ESG issues (2026)

N.A.

Ferrovie dello Stato Italiane Group

At the same time, as part of the assessment of the sustainability profile of the Group’s economic operators and suppliers, the target regarding the ESG assessment of 100% of suppliers by 2026 has been removed, as it was linked to a contractual obligation currently being introduced, which will allow for its automatic achievement while the remaining targets have been revised to ensure greater consistency between

operational initiatives and timelines for implementation. The table below shows the actions implemented and/or planned to manage impacts – both positive and negative, actual and potential - and address risks and opportunities, as well as achieve the goals and objectives of related policies.

Key FS Group

Results 2024

Status

Value chain

Infrastructure Railways

Results 2025

Infrastructure Roads

Transport Passengers

SDGs (Agenda 2030)

Transport Freight

Contribution to SDGs

Other services

Methodological notes

In progress

N.A.

Action Plan defined

In progress

N.A.

Performance of the IQR on 3 of 18 corporate anti-corruption functions

As at the date of this report, there were 18 companies considered (e.g., companies with a function that are assigned anti-corruption responsibilities by virtue of organisational mission or service contract and that have a corporate anti-corruption model). Companies that have obtained the certification 37001 are not included in the scope of IQR.

In progress

N.A.

N.A. monitoring from 2026

At present, the Group companies that have a qualification system are: RFI SpA, Trenitalia SpA, Anas, FS Engineering SpA, Ferservizi SpA, FS Logistix SpA and Busitalia Group

In progress

N.A.

N.A. monitoring from 2026

OEPV: Most Economically Advantageous Tender This refers to tenders that have been launched; with regard to ESG issues, the relevant provisions laid down in the Sustainable Procurement Guidelines shall apply. The scope of the target includes the following Group companies: RFI SpA, Trenitalia SpA, Anas, FS Engineering SpA, Grandi Stazioni Rail SpA, FS Treni Turistici Italiani Srl, FS Sistemi Urbani SpA, Ferservizi SpA, FS Park SpA, FS Logistix SpA, Busitalia Group

Directors‘ report

263

Ethical and responsible business conduct ESRS G1-3 – Prevention and detection of corruption and bribery For information regarding the main procedures aimed at preventing, identifying and managing allegations of corruption and bribery, please refer to the paragraph

on Anti-corruption management systems and policies of the Report on Corporate Governance and Ownership Structure. The table below shows data on training provided in the Group in relation to procedures and policies on the prevention of corruption and bribery:

Number of trained employees

2025

2024

Change

Executives

906

691

215

Managers

10,810

9,419

1,391

Office workers

30,254

27,438

2,816

Workers

13,137

5,353

7,784

Total

55,107

42,901

12,206

- of which working for functions at risk

46,851

31,647

15,204

METHODOLOGICAL NOTES All employees working in functions at risk have been identified in accordance with the Group’s Anti-Corruption Policy, which identifies the following areas as most sensitive: a) Relations with the Public Administration (understood in all its structures), b) Relations with third parties, c) Business Partners, Promoters and Sales Consultants, d) Gifts and hospitality, e) Facilitation and extortion payments, f) Relations with political and trade union organisations, g) Advisory, specialist and professional engagements, h) Contracting of works, supply of goods and provision of services, i) Extraordinary transactions, j) Selection, recruitment, management and development of Personnel, k) Sponsorships, Comarketing (and/or partnerships), contributions to associations, entities and foundations and donations, l) Obtaining and managing public or private financing/grants, m) Real estate management, and n) Accounting records.

The Anti-Corruption Policy and Model recognise the value of training and communication as part of the management system for the prevention of corruption, in the conviction that knowledge of the rules placed to protect action and the dissemination of a culture of honesty are indispensable prerequisites for the conscious application of the relevant regulations. In 2025, the anti-corruption material training courses carried out in FS were: • training pills delivered to all employees on the principle of “segregation”; • induction for FS Italiane’s top management; • presentation by the Anti-Corruption function on the control principles applicable during the performance of contracts as part of the webinar on “Contract management – roles and responsibilities”, dedicated to the new managers in the Group; • the webinar on “What does it mean to certify one’s management system for the prevention of corruption”; • a presentation by the Anti-Corruption function on the Group’s Anti-Corruption Framework as part of the Faculty Onboarding Talk, which was attended by approximately 370 new graduates hired by the Group. Initiatives on inter-company topics (pills, digital courses, etc.) are made available to Group companies. As an additional tool to disseminate and strengthen the anti-corruption culture, 4 Anti-Corruption professional family meetings were held. As part of the UNI ISO 37001:2016 certification project, 6 editions of the course for Internal Auditors 37001

264

Ferrovie dello Stato Italiane Group

were held, which were attended by 73 Group resources. On the occasion of the “International Day Against Corruption,” a news item was also published on the intranet to reiterate the FS Group’s commitment to encouraging and promoting the spread of a corporate culture inspired by “zero tolerance for corruption.” Finally, we would like to highlight the meeting on “The value of corruption: business ethics for the FS Group”, which was attended by members of the BoD, the Supervisory Bodies, and the senior management of FS Italiane, as well as the top management of the Group’s main companies, and the president of ANAC (National Anti-Corruption Authority). Metrics ESRS G1-4 – Confirmed incidents of corruption or bribery For information regarding confirmed incidents of corruption or bribery, please refer to the paragraph on Management systems and policies for the prevention of corruption of the Report on Corporate Governance and Ownership Structure. ESRS G1-5 – Political influence and lobbying activities The Group does not make contributions, direct or indirect and in any form, to political parties, movements, committees and political and labour organisations, and their members and candidates, except for those due under specific regulations. Relationships with Parties, Movements, Committees, and political and trade union Organisations are maintained exclusively by the corporate functions formally delegated to do so (Article 5.5 of the FS Group Code of

Ethics). With regard to lobbying activities, please refer to the paragraph on Regulatory measures of cross-cutting interest to the FS Group in the chapter on Legislative and regulatory framework. Ferrovie dello Stato Italiane SpA is listed in the EU Register for Transparency84. Members of FS SpA’s administrative, management and supervisory bodies have not held any comparable position in public administration (including regulators) in the two years prior to appointment in the current reporting period. Sustainability of supply chain In 2018, the “Sustainable Procurement and Supply Chain Management” Project was launched through a cross-functional Working Group. The Working Group

is tasked with integrating environmental and social considerations into the procurement phase and subsequently improving the sustainability performance of the supply chain through the definition of a process that strengthens the ability to identify and manage the impacts - environmental, social and economic associated with it. The defined process85 begins with the assessment of sustainability performance, carried out annually through a dedicated IT platform, through the administration of a questionnaire to the economic operator, divided into 4 areas of analysis, in turn divided into sections within which there are questions to be answered in order to generate the ESG score/ rating.

1. General disclosures •General data •Relations with the Group 2. Environment •Environmental management system •Energy and emissions •Circular economy and resource management 3. Governance •Information management system •Anti-corruption •Responsible procurement 4. Social •Social management system •Working conditions •Health and safety

Seven questionnaires have been defined, based on the main product categories applicable to the FS Group, which include different questions and/or weights based on the associated potential level of ESG risk. Within the “Social” area of the questionnaire, there are questions regarding how to manage impacts, risks and opportunities on the employees of economic operators/ suppliers (workers in the value chain), to be answered by attaching any appropriate documentary evidence certified by their respective legal representatives. Such questions include, for example, issues related to protection of workers’ rights, working conditions, diversity and inclusion, and data protection. Completion of the questionnaire assigns an uncertified ESG rating, following which an audit desk team will analyse the uploaded documentary evidence and check its consistency with the questions administered. In the event of deficiencies, economic operators/suppliers

will have to upload corrected documentary evidence or modify their answers. At the end of the verification process, economic operators/suppliers will receive a certified ESG rating from the FS Group. In addition, on a sampling basis and/or upon specific requests, a dedicated team shall carry out on-site audits to verify the ESG performance of suppliers in local areas, following which audit reports shall be prepared and remediation plans prepared by suppliers shall be monitored to close any findings emerging during the audit phase. The ESG rating and assessment process is supported by an IT platform made available free of charge to FS Group economic operators and suppliers (https:// esgrating.gruppofs.it/).

84. Registration number 1954267427-31. 85. For more details regarding the evaluation methodology and process, please refer to the documentation available on the section on Sustainability and ESG Rating Methodology which can be found on the Group’s procurement portal https://eprocurement.gruppofs.it.

Directors‘ report

265

The following are the results86 achieved in the most recent annual ESG assessment campaigns. HISTORICAL TREND Number of registered economic operators/ suppliers

1278

452

Year

2023

2024

The annual ESG assessment campaign in 2025 was launched with the aim of strengthening the process of engaging the FS Group’s economic operators and suppliers on sustainability issues, and reinforcing supply chain coverage, in line with the Group’s strategic guidelines, as evidenced by the significant increase in the number of those registered with the platform over the three-year period 2023–2025. NO. OF REGISTERED ECONOMIC OPERATORS/SUPPLIERS 1,278 total +183% compared to 2024 (452)

Services Tenders Goods

737

The ESG rating defined by the FS Group will make it possible to assess the level of maturity, with respect to the management of the dimensions of sustainability (Environmental, Social and Governance) of the economic operators and suppliers; during 2025, work commenced on the process for making this requirement mandatory for enrolment in the Group companies’ Qualification Systems. 2025 Campaign

207

334

2025

ESG Ratings

Number

Average ESG Rating (0-3 translated in E-A+)

Economic operators/ suppliers registered in the platform

826

N/A

Completed questionnaires

386

1.63

Certified ESG ratings

386

1.59

BREAKDOWN BY TEMPLATE/PRODUCT CATEGORY T1 - Equipment for transport services

T2 - No core goods

110

T3 - Constructions

334

T4 - Logistics and intermediation services

T5 - Building maintenance services

249

T6 - ICT services

131

T7 - Consulting and other services

300

0 86. Data are updated at 31 January 2026.

266

Ferrovie dello Stato Italiane Group

100

150

200

250

300

350

400

SCORE

ESG RATING

0.00 ≤ score < 0.50

0.50 ≤ score < 1.00

E+

1.00 ≤ score < 1.25

1.25 ≤ score < 1.50

D+

1.50 ≤ score < 1.75

1.75 ≤ score < 2.00

C+

2.00 ≤ score < 2.25

2.25 ≤ score < 2.50

B+

2.50 ≤ score < 2.75

2.75 ≤ score < 3.00

A+

KEY: Completed questionnaires: total number of questionnaires completed by economic operators/suppliers in the 2025 campaign Certified ESG Ratings: Number of questionnaires for wich the FS Group has verified the validity of the documentation provided and approved the responses

ESRS G1-6 – Payment practices Payment practices, in particular the standard terms and related timing, are regulated within the General Contract Terms and Conditions of the Group companies, and stipulate that payment should be made within 60 days from the date of receipt of the invoice. The average actual payment time in 2025, at the Group

level (calculated as the weighted average of the average payment terms and the number of payments made by Group companies during the year) was approximately 63 days, calculated from the invoice date, and in 33% of cases such payment was made within the stipulated term. As of 2025, there were 108 pending court cases due to late payment, of which 101 were attributable to Anas.

Directors‘ report

267

APPENDIX ESRS Content Index ESRS 2 IRO-2 – Disclosure requirements in ESRS covered by the undertaking’s sustainability statement The FS Group discloses material information regarding IROs assessed as material based on the disclosure requirements associated with the specific sustainability issues to which IROs are linked (topic, subtopic, and sub-subtopic under ESRS 1 AR 16). With regard to IROs

associated with entity-specific issues for the organisation, the Group discloses information related to policies, actions, targets, and metrics where present. In general, information associated with IROs that, from the materiality analysis, have obtained a materiality value above the thresholds established for the double materiality process is considered material while no additional thresholds or criteria are used in order to determine the information to be disclosed.

ESRS 2 – General disclosures Standard

Description

Paragraphs

ESRS 2 BP -1

General basis for preparation of the sustainability statements

General disclosures

ESRS 2 BP -2

Disclosures in relation to specific circumstances

Report on corporate governance and ownership structure: - Board of Directors of FS SpA - Board of Statutory Auditors

ESRS 2 GOV-1 The role of the administrative, management and supervisory bodies ESRS 2 GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes ESRS 2 GOV-4 Statement on due diligence

Report on corporate governance and ownership structure: - Board of Directors of FS SpA - Board of Statutory Auditors General disclosures: - Stakeholder management and double materiality process - Commitment to sustainable development IRO management: - ESRS E1 – Climate change - ESRS E2 – Pollution - ESRS E3 – Water and marine resources - ESRS E4 – Biodiversity and ecosystems - ESRS E5 – Resource use and circular economy - ESRS S1 – Own workforce - ESRS S2 – Workers in the value chain - ESRS S3 – Affected communities - ESRS S4 – Consumers and end-users - ESRS G1 – Business conduct

268

ESRS 2 GOV-5 Risk management and internal controls over sustainability reporting

Report on corporate governance and ownership structure: - Internal Control and Risk Management System

ESRS 2 SBM-1

Strategy, business model(s) and value chain

Performance of Business Sectors General disclosures: - Business model and strategy

ESRS 2 SBM-2

Interests and views of stakeholders

General disclosures: - Stakeholder management and double materiality process

ESRS 2 SBM-3

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

General disclosures: - Stakeholder management and double materiality process

ESRS 2 IRO-1

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

General disclosures: - Stakeholder management and double materiality process

ESRS 2 IRO-2

Disclosure Requirements in ESRS covered by the undertaking’s sustainability statements

ESRS content index

Ferrovie dello Stato Italiane Group

ESRS E1 – Climate Change Standard

Description

Paragraphs

ESRS E1-1

Transition plan for climate change mitigation

Environmental information: - ESRS E1 – Climate change

ESRS 2 SBM-3

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

ESRS 2 IRO-1

Description of the processes to identify and assess material climate-related impacts, risks and opportunities

General disclosure: - Stakeholder management and double materiality process Environmental information: - ESRS E1 – Climate change

ESRS E1-2

Policies related to climate change mitigation and adaptation

ESRS E1-3

Actions and resources in relation to climate change policies

ESRS E1-4

Targets related to climate change mitigation and adaptation

ESRS E1-5

Energy consumption and mix

ESRS E1-6

Gross GHG Emissions Scopes 1, 2, 3 and Total GHG Emissions

ESRS E1-8

Internal carbon pricing

Environmental information: - ESRS E1 – Climate change

ESRS E2 – Pollution Standard

Description

Paragraphs

ESRS 2 IRO-1

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

General disclosures: - Stakeholder management and double materiality process

ESRS E2-1

Policies related to pollution

ESRS E2-2

Actions and resources related to pollution

Environmental information: - ESRS E2 - Pollution

ESRS E2-3

Targets related to pollution

ESRS E2-4

Pollution of air, water and soil

ESRS E2-5

Substances of concern and substances of very high concern

ESRS E3 – Water and marine resources Standard

Description

Paragraphs

ESRS 2 IRO-1

Description of the process to identify and assess material water and marine-resources-related impacts, risks and opportunities

General disclosures: - Stakeholder management and double materiality process

ESRS E3-1

Policies related to water and marine resources

ESRS E3-2

Actions and resources related to water and marine resources

Environmental information: - ESRS E3 – Water and marine resources

ESRS E3-3

Targets related to water and marine resources

ESRS E3-4

Water consumption

ESRS E4 – Biodiversity and Ecosystems Standard

Description

Paragraphs

ESRS 2 SBM-3

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

General disclosures: - Stakeholder management and double materiality process

ESRS 2 IRO-1

Description of the process to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities

Environmental information: ESRS E4 – Biodiversity and ecosystems

ESRS E4-1

Transition plan and consideration of biodiversity and ecosy- Environmental information: stems in strategy and business model - ESRS E4 – Biodiversity and ecosystems

ESRS E4-2

Policies related to biodiversity and ecosystems

ESRS E4-3

Actions and resources related to biodiversity and ecosystems

ESRS E4-4

Targets related to biodiversity and ecosystems

ESRS E4-5

Impact metrics related to biodiversity and ecosystems change

Directors‘ report

269

ESRS E5 – Resource use and circular economy Standard

Description

Paragraphs

ESRS 2 IRO-1

Description of the process to identify and assess material resource use and circular economy-related impacts, risks and opportunities

General disclosures: - Stakeholder management and double materiality process

ESRS E5-1

Policies related to resource use and circular economy

ESRS E5-2

Actions and resources related to resource use and circular economy

Environmental information: - ESRS E5 – Resource use and circular economy

ESRS E5-3

Targets related to resource use and circular economy

ESRS E5-4

Resource inflows

ESRS E5-5

Resource outflows

ESRS S1 – Own Workforce

270

Standard

Description

Paragraphs

ESRS 2 SBM-2

Interests and views of stakeholders

ESRS 2 SBM-3

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

General disclosures: - Stakeholder management and double materiality process Social information: - ESRS S1 – Own workforce

ESRS S1-1

Policies related to own workforce

ESRS S1-2

Processes for engaging with own workers and workers’ representatives about impacts

ESRS S1-3

Processes to remediate negative impacts and channels for its own workforce to raise concerns

ESRS S1-4

Taking action on material impacts on own workforce and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions

ESRS S1-5

Targets related to managing material negative impacts, advancing positive impacts and managing material risks and opportunities

ESRS S1-6

Characteristics of the undertaking’s employees

ESRS S1-7

Characteristics of non-employee workers in the undertaking’s own workforce

ESRS S1-8

Collective bargaining coverage and social dialogue

ESRS S1-9

Diversity indicators

ESRS S1-10

Adequate wages

ESRS S1-11

Social protection

ESRS S1-12

Persons with disabilities

ESRS S1-13

Training and skills development indicators

ESRS S1-14

Health and safety indicators

ESRS S1-15

Work-life balance indicators

ESRS S1-16

Compensation indicators (pay gap and total compensation)

ESRS S1-17

Incidents, complaints and severe human rights impacts

Ferrovie dello Stato Italiane Group

Social information: - ESRS S1 – Own workforce

ESRS S2 – Workers in the value chain Standard

Description

Paragraphs

ESRS 2 SBM-2

Interests and views of stakeholders

ESRS 2 SBM-3

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

General disclosures: - Stakeholder management and double materiality process Social information: - ESRS S2 – Workers in the value chain

ESRS S2-1

Policies related to value chain workers

ESRS S2-2

Processes for engaging with value chain workers about impacts

ESRS S2-3

Processes to remediate negative impacts and channels for value chain workers to raise concerns

ESRS S2-4

Taking actions on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions

ESRS S2-5

Targets related to managing negative impacts, advancing positive impacts and managing material risks and opportunities

Social information: - ESRS S2 – Workers in the value chain

ESRS S3 – Affected Communities Standard

Description

Paragraphs

ESRS 2 SBM-2

Interests and views of stakeholders

ESRS 2 SBM-3

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

General disclosures: -Stakeholder management and double materiality process Social information: -ESRS S3 – Affected communities

ESRS S3-1

Policies related to affected communities

ESRS S3-2

Processes for engaging with affected communities about impacts

ESRS S3-3

Processes to remediate negative impacts and channels for affected communities to raise concerns

ESRS S3-4

Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities and effectiveness of those actions

ESRS S3-5

Targets related to managing material negative impacts, advancing positive impacts and managing material risks and opportunities

Social information: -ESRS S3 – Affected communities

ESRS S4 – Consumers and end-users Standard

Description

Paragraphs

ESRS 2 SBM-2

Interests and views of stakeholders

ESRS 2 SBM-3

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

General disclosures: - Stakeholder management and double materiality process Social information - ESRS S4 – Consumers and end-users

ESRS S4-1

Policies related to consumers and end users

ESRS S4-2

Processes for engaging with consumers and end users about impacts

ESRS S4-3

Processes to remediate negative impacts and channels for consumes and end users to raise concerns

ESRS S4-4

Taking action on material impacts on consumers and end users and approaches to managing material risks and pursuing material opportunities related to consumers and end users, and effectiveness of those actions

ESRS S4-5

Targets related to managing material negative impacts, advancing positive impacts ad managing material risks and opportunities

Social information - ESRS S4 – Consumers and end-users

Directors‘ report

271

ESRS G1 – Business Conduct Standard

272

Description

Paragraphs

ESRS 2 GOV-1 The role of the administrative, management and supervisory bodies

Report on corporate governance and ownership structure: -Board of Directors of FS SpA

ESRS 2 IRO 1

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

General disclosures: - Stakeholder management and double materiality process

ESRS G1-1

Corporate culture and business conduct policies

ESRS G1-2

Management of relationships with suppliers

Governance information: - ESRS G1 – Business conduct

ESRS G1-3

Prevention and detection of corruption or bribery

ESRS G1-4

Confirmed incidents of corruption or bribery

ESRS G1-5

Political influence and lobbying activities

Legislative and regulatory framework: -Regulatory measures of cross-cutting interest to the FS Group Governance information: -ESRS G1 – Business conduct

ESRS G1-6

Payment practices

Governance information: - ESRS G1 – Business conduct

Ferrovie dello Stato Italiane Group

Report on corporate governance and ownership structure: -Anti-corruption management systems and policies Governance information: -ESRS G1 – Business conduct

List of datapoints in cross-cutting and topical standards required by other EU legislation The table below outlines the disclosure requirements of ESRS 2 and the thematic ESRSs, which are included in the consolidated sustainability report, and derive from other EU legislative acts that do not apply to the Group. Disclosure requirement and related datapoint

SFDR reference87

ESRS 2 GOV-1 Board’s gender diversity, paragraph 21 (d)

Annex I, table 1, indicator no. 13

Pillar 3 reference88

ESRS 2 GOV-1 Percentage of board members who are independent, paragraph 21 (e) ESRS 2 GOV-4 Statement on due diligence, paragraph 30

Benchmark regulation reference89 Commission Delegated Regulation (EU) 2020/181691, annex II Commission Delegated Regulation (EU) 2020/1816, annex II

Annex I, table 3, indicator no. 10

ESRS 2 SBM-1 Annex I, table Article 449-bis Involvement in activities related to fossil fuel 1, indicator of Regulation activities, paragraph 40 (d) (i) no. 4 (EU) no. 575/2013; Commission Implementing Regulation (EU) 2022/245392, table 1 – Qualitative information on Environmental risk and table 2 – Qualitative information on social risk

Commission Delegated Regulation (EU) 2020/1816, annex II

ESRS 2 SBM-1 Involvement in activities related to chemical production, paragraph 40 (d) ii

Annex I, table 2, indicator no. 9

Commission Delegated Regulation (EU) 2020/1816, annex II

ESRS 2 SBM-1 Involvement in activities related to controversial weapons, paragraph 40 (d) iii

Annex I, table 1, indicator no. 14

Article 12.1 of Delegated Regulation (EU) 2020/181893 and annex II of Delegated Regulation (EU) 2020/1816

ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco, paragraph 40 (d) (iv)

EU Climate Law reference90

Article 12.1 of Delegated Regulation (EU) 2020/1818 and annex II of Delegated Regulation (EU) 2020/1816

87. Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability‐related disclosures in the financial services sector (SFDR) (OJEU L 317 of 9.12.2019, page 1). 88. Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (capital requirements regulation) (OJEU L 176 of 27.6.2013, page 1). 89. Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (OJEU L 171 of 29.6.2016, page 1). 90. Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the framework for achieving climate neutrality and amending Regulations (EC) No 401/2009 and (EU) 2018/1999 (‘European Climate Law’) (OJEU L 243 of 9.7.2021, page 1). 91. Commission Delegated Regulation (EU) 2020/1816 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards the explanation in the benchmark statement of how environmental, social and governance factors are reflected in each benchmark provided and published (OJEU L 406 of 3.12.2020, page 1). 92. Commission Implementing Regulation (EU) 2022/2453 of 30 November 2022 amending the implementing technical standards laid down in Implementing Regulation (EU) 2021/637 as regards the disclosure of environmental, social and governance risks (OJEU L 324 of 19.12.2022, page 1). 93. Commission Delegated Regulation (EU) 2020/1818 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards minimum standards for EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks (OJEU L 406 of 3.12.2020, page 17).

Directors‘ report

273

Disclosure requirement and related datapoint

SFDR reference87

Pillar 3 reference88

Benchmark regulation reference89

ESRS E1-1 Transition plan to reach climate neutrality by 2050, paragraph 14

Article 2.1 of Regulation (EU) 2021/1119

ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g)

274

Article 449-bis Article 12.1 (d to g), and 12.2 of Regulation of Delegated Regulation (EU) (EU) 2020/1818 575/2013; Commission Implementing Regulation (EU) 2022/2453, Template 1: Banking book– Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity

ESRS E1-4 GHG emission reduction targets, paragraph 34

Annex I, table Article 449-bis Article 6 of Delegated 2, indicator of Regulation Regulation (EU) 2020/1818 no. 4 (EU) 575/2013; Commission Implementing Regulation (EU) 2022/2453, Template 3: Banking book– Climate Change transition risk: alignment metrics

ESRS E1-5 Energy consumption from fossil fuels disaggregated by sources (only high climate impact sectors), paragraph 38

Annex I, table 1, indicator no. 5 and Annex I, table 2, indicator no. 5

ESRS E1-5 Energy consumption and mix, paragraph 37

Annex I, table 1, indicator no. 5

ESRS E1-5 Energy intensity associated with activities in high climate impact sectors, paragraphs 40 to 43

Annex I, table 1, indicator no. 6

ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions, paragraph 44

Annex I, table Article 449-bis 1, indicators of Regulation nos. 1 and 2 (EU) 575/2013; Commission Implementing Regulation (EU) 2022/2453, Template 1: Banking book – Climate change transition risks: Credit quality of exposures by sector, emissions and residual maturity

Ferrovie dello Stato Italiane Group

EU Climate Law reference90

Article 5.1, Article 6 and Article 8.1 of Delegated Regulation (EU) 2020/1818

Disclosure requirement and related datapoint

SFDR reference87

Pillar 3 reference88

Benchmark regulation reference89

ESRS E1-6 Gross GHG emissions intensity, paragraphs 53 to 55

Annex I, table Article 449-bis Article 8.1 of Delegated 1, indicator of Regulation Regulation (EU) no. 3 (EU) 575/2013; 2020/1818 Commission Implementing Regulation (EU) 2022/2453, Template 3: Banking book – Climate change transition risk: alignment metrics

ESRS E1-7 GHG removals and carbon credits, paragraph 56

Article 2.1 of Regulation (EU) 2021/1119

ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks, paragraph 66

Annex II of Delegated Regulation (EU) 2020/1818 and Annex II of delegated Regulation (EU) 2020/1816

ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk, paragraph 66 (a) ESRS E1-9 Location of significant assets at material physical risk, paragraph 66 (c)

Article 449-bis of Regulation (EU) 575/2013; points 46 and 47 of Commission Implementing Regulation (EU) 2022/2453; Template 5: Banking book – Climate change physical risk: exposures subject to physical risk

ESRS E1-9 Breakdown of the carrying value of its real estate assets by energyefficiency classes, paragraph 67 (c)

Article 449-bis of Regulation (EU) 575/2013; point 34 of Commission Implementing Regulation (EU) 2022/2453; Template 2: Banking book – Climate change transition risk: loans collateralised by immovable property– Energy efficiency of the collateral

ESRS E1-9 Degree of exposure of the portfolio to climate-related opportunities, paragraph 69 ESRS E2-4 Amounts of each pollutant listed in Annex II of E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28

EU Climate Law reference90

Annex II of Delegated Regulation (EU) 2020/1818 Annex I, table 1, indicator no. 8; Annex I, table 2, indicator no. 2; Annex 1, table 2, indicator no. 1; Annex I, table 2, indicator no. 3

Directors‘ report

275

Disclosure requirement and related datapoint

SFDR reference87

ESRS E3-1 Water and marine resources, paragraph 9

Annex I, table 2, indicator no. 7

ESRS E3-1 Dedicated policy, paragraph 13

Annex I, table 2, indicator no. 8

ESRS E3-1 Sustainable oceans and seas, paragraph 14

Annex I, table 2, indicator no. 12

ESRS E3-4 Total water recycled and reused, paragraph 28 (c)

Annex I, table 2, indicator no. 6.2

ESRS E3-4 Total water consumption in m3 per net revenue on own operations, paragraph 29

Annex I, table 2, indicator no. 6.1

ESRS 2 IRO-1 – E4 paragraph 16 (a) (i)

Annex I, table 1, indicator no. 7

ESRS 2 IRO-1 – E4 paragraph 16 (b)

Annex I, table 2, indicator no. 10

ESRS 2 IRO-1 – E4 paragraph 16 (c)

Annex I, table 2, indicator no. 14

ESRS E4-2 Sustainable land/agriculture practices or policies, paragraph 24 (b)

Annex I, table 2, indicator no. 11

ESRS E4-2 Sustainable oceans/seas practices or policies, paragraph 24 (c)

Annex I, table 2, indicator no. 12

ESRS E4-2 Policies to address deforestation, paragraph 24 (d)

Annex I, table 2, indicator no. 15

ESRS E5-5 Non-recycled waste, paragraph 37 (d)

Annex I, table 2, indicator no. 13

ESRS E5-5 Hazardous waste and radioactive waste, paragraph 39

Annex I, table 1, indicator no. 9

ESRS 2 – SBM3 – S1 Risk of incidents of forced labour, paragraph 14 (f)

Annex I, table 3, indicator no. 13

ESRS 2 – SBM3 – S1 Risk of incidents of child labour, paragraph 14 (g)

Annex I, table 3, indicator no. 12

ESRS S1-1 Human rights policy commitments, paragraph 20

Annex I, table 3, indicator no. 9 and Annex I, table 1, indicator no. 11

ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labour Organisation Conventions 1 to 8, paragraph 21

276

Ferrovie dello Stato Italiane Group

Pillar 3 reference88

Benchmark regulation reference89

Commission Delegated Regulation (EU) 2020/1816, Annex II

EU Climate Law reference90

Disclosure requirement and related datapoint

SFDR reference87

ESRS S1-1 Processes and measures for preventing trafficking in human beings, paragraph 22

Annex I, table 3, indicator no. 11

ESRS S1-1 Workplace accident prevention policy or management system, paragraph 23

Annex I, table 3, indicator no. 1

ESRS S1-3 Grievance/complaints handling mechanisms, paragraph 32 (c)

Annex I, table 3, indicator no. 5

ESRS S1-14 Number of fatalities and number and rate of work-related accidents, paragraph 88 (b) and (c)

Annex I, table 3, indicator no. 2

ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness, paragraph 88 (e)

Annex I, table 3, indicator no. 3

ESRS S1-16 Unadjusted gender pay gap, paragraph 97 (a)

Annex I, table 1, indicator no. 12

ESRS S1-16 Excessive CEO pay, paragraph 97 (b)

Annex I, table 3, indicator no. 8

ESRS S1-17 Incidents of discrimination, paragraph 103 (a)

Annex I, table 3, indicator no. 7

ESR S1-17 Violations of UNGPs on Business and Human Rights and OECD guidelines, paragraph 104 (a)

Annex I, table 1, indicator no. 10 and Annex I, table 3, indicator no. 14

Pillar 3 reference88

Benchmark regulation reference89

EU Climate Law reference90

Commission Delegated Regulation (EU) 2020/1816, Annex II

Annex II of Delegated Regulation (EU) 2020/1816 and Article 12.1 of Delegated Regulation (EU) 2020/1818

ESRS 2 SBM-3 – S2 Annex I, table Significant risk of child labour or forced 3, indicators labour in the value chain, paragraph 11 (b) nos. 12 and 13 ESRS S2-1 Human rights policy commitments, paragraph 17

Annex I, table 3, indicator no. 9 and Annex I, table 1, indicator no. 11

ESRS S2-1 Policies related to value chain workers, paragraph 18

Annex 1, table 3, indicators nos. 11 and 4

ESRS S2-1 Violations of UNGPs on Business and Human Rights, and OECD guidelines, paragraph 19

Annex I, table 1, indicator no. 10

ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labour Organisation Conventions 1 to 8, paragraph 19

Annex II of Delegated Regulation (EU) 2020/1816 and Article 12.1 of Delegated Regulation (EU) 2020/1818 Commission Delegated Regulation (EU) 2020/1816, Annex II

Directors‘ report

277

278

Disclosure requirement and related datapoint

SFDR reference87

ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain, paragraph 36

Annex I, table 3, indicator no. 14

ESRS S3-1 Human rights policy commitments, paragraph 16

Annex I, table 3, indicator no. 9 and Annex I, table 1, indicator no. 11

ESRS S3-1 Violations of UNGPs on Business and Human Rights, ILO principles and OECD guidelines, paragraph 17

Annex I, table Annex II of 1, indicator Delegated no. 10 Regulation (EU) 2020/1816 and Article 12.1 of Delegated Regulation (EU) 2020/1818

ESRS S3-4 Human rights issues and incidents, paragraph 36

Annex I, table 3, indicator no. 14

ESRS S4-1 Policies related to consumers and endusers, paragraph 16

Annex I, table 3, indicator no. 9 and Annex I, table 1, indicator no. 11

Ferrovie dello Stato Italiane Group

Pillar 3 reference88

Benchmark regulation reference89

EU Climate Law reference90

Directors‘ report

279

ACCOUNTING POLICY FOR SUSTAINABILITY METRICS Metrics

Description

Notes/estimates

Topic: ESRS E1 – Climate change Energy E1-5 Energy consumption

Energy consumption is confirmed as one of the main items in the FS Italiane Group’s environmental report and is monitored by means of an energy balance sheet in relation to both sources and end-uses. In view of the geographical area from which electricity is withdrawn, the composition of the local energy mix is also considered.

Energy consumption is overall inferred from readings, and therefore from actual consumption values. Nonetheless, if it is not possible to take the measurement on some months (e.g., the last two months of the year), it is planned to adopt the best possible estimate of the figure that can be quantified on the basis of the available time series. For the companies IESB, FSI Saudi for Land Transport, Qbuzz Mobility Service BV and Rom Rail Transport Srl, energy consumption (electricity and natural gas) was quantified as a proxy through the use of the number of company employees and benchmarks of energy consumption per person in the office environment (source: Assoimmobiliare).

The FS Group’s emission profile, in terms of carbon dioxide equivalent, is reported on an annual basis and includes the impacts broken down into direct and indirect emissions along the entire value chain.

Gross GHG emission values are calculated from activity data (e.g., consumption of materials and energy sources, waste generation, land use, etc.), which are multiplied by specific emission factors shown in the table on “Emission factors for calculating greenhouse gas (GHG) emissions.” It is understood that the estimation criteria applied to activity data are reflected in the corresponding emissions. All emissions obtained are expressed in tons of CO2 equivalent.

Pollution of soil is related to accidental events related to hydrocarbon spills.

The standard EN 590 was considered, which establishes technical specifications for the sale of automotive diesel fuel in Europe and the maximum PAH content. Conservatively, the maximum limit value was taken into account for the pollutant calculation. The same conservative emission parameter is taken into account in the case of hydraulic oil spills. Data for individual events that occurred are aggregated at the Group level by type of substance. The degree of uncertainty depends on the accuracy of the information possessed or acquired regarding the type of products and quantities involved (initial volume, final volume and volume recovered, availability of records, data sheets, etc.). This uncertainty propagates through the calculation of the spilled volume, generating an estimated range that reflects the possible variability of the measured data. The uncertainty is mean.

Climate change mitigation E1-6 Gross GHG emissions Scopes 1, 2, 3 and Total GHG emissions

Topic: ESRS E2– Pollution Pollution of soil E2-4 Pollution of soil

280

Ferrovie dello Stato Italiane Group

Metrics

Description

Notes/estimates

Topic: ESRS E3 – Water and marine resources Water E3-4 Water consumption

Water consumption is a key indicator for monitoring the efficiency of the water system, referring specifically to the amount used by the Group in a given period of time. To obtain this information, the following calculation is made: from incoming resources (water withdrawals) must be excluded outgoing resources (water discharges), any leaks, and liquid waste sent for disposal.

Estimated figure composed of the following information, collected at the aggregate Group level through the computerised data collection system. Water withdrawal: the figure obtained through a combination of three factors: direct meter reading, analysis of supplier bills, and an estimate based on previous period data. Wastewater: the figure is estimated by reading special metering devices or, in the absence of suitable discharge measurement equipment, the volume of discharged water is estimated to be equal to the volume of domestic water withdrawn. This option is valid only if the water withdrawn is used exclusively for the aforementioned purpose, and discharged in its entirety into the receiving body of water designated for that specific purpose, without taking into account the volume of water disposed of as liquid waste, or the volume of leaks from the water distribution network. Leaks in the distribution network: estimated volume of detected leaks (excluding hidden ones) in the water distribution network during the reporting period, limited to distribution networks for domestic and industrial water. Volume of water disposed of as liquid waste is estimated by using waste loading and unloading forms94, or estimates based on process and production data.

E3-4 Water reused/recycled

Reused/recycled water is a key indicator that aims to reduce water supply. This indicator covers both water supplied and wastewater (treated or untreated), for civil and industrial uses, used more than once before being discharged from the organisation’s boundary. Water can be either used in the same process (recycled) or used in a different process within the same or another of the organisation’s facilities (reused).

The aggregate figure is obtained at the Group level through the computerised data collection system. Specifically, the figure is also estimated through the simple reading of flow meters.

E3-4 Water-stressed areas

Indicator that defines which areas are subject to water stress during the reporting year. These areas are characterised by a demand for water supply in excess of the actual amount available.

Water stress is a figure collected through estimation involving only two types of sites: operating and/ or production units, and civil buildings with water withdrawals greater than 10 cubic meters per day. In the case of multiple sites, the quantitative prevalence of water consumption is considered in stressed areas. To determine whether an area is under water stress, the World Resources Institute’s “Aqueduct” website should be consulted. For the FS Group, the area is placed under water stress only in case the indicator has the level “High (40%-80%)” or “Extremely High (>80%)”.

94. This indicator considers the following waste categories: 16.10.01* (aqueous liquid wastes containing hazardous substances), 16.10.02 (aqueous liquid wastes other than those mentioned in 16.10.01), 16.10.03* (aqueous concentrates containing hazardous substances), 16.10.04 (aqueous concentrates other than those mentioned in 16 10 03), 20 03 04 (septic tank sludge), 12 03 01* (aqueous washing liquids), 11.01.11* (aqueous rinsing liquids containing hazardous substances), 11.01.12 (aqueous rinsing liquids other than those mentioned in 10 01 11).

Directors‘ report

281

Metrics

Description

Notes/estimates

Topic: ESRS E4 – Biodiversity and ecosystems SBM-3/IRO-1 Sites located in or near biodiversity-sensitive areas

The development of an infrastructure work plays an essential role vis-à-vis biodiversity, as it can potentially cause habitat loss, ecosystem fragmentation, increased mortality for certain species, and other negative impacts. When developing projects, the utmost attention shall be paid to the assessment of the technical, natural and anthropogenic characteristics of the land and territory where such works will be executed and to the analysis of the ecosystems traversed.

The following areas were considered as biodiversitysensitive areas: Natura 2000; National/Regional Park and/or Reserve; Important Bird Areas (IBAs); Marine Protected Areas (MPAs); Natural Protected Areas (EUAPs); Sites of Community Importance (SCIs); Nationally designated areas CDDA source IUCN, UNESCO Global Geopark. A site up to a 5-km radius from at least one of the types of sensitive areas listed above is considered to be in proximity. The 5 km distance was taken in alignment with the guidance for environmental impact assessment for Natura 2000 Network areas. Data regarding the land area of sites located near or in sensitive areas where significant technological processes are carried out which could potentially have an adverse impact on biodiversity was collected and reported by the Companies, and aggregated at the Group level by using the IT reporting system (ESGeo). This data is typically collected by data entry personnel through access to land registry certificates, and the information provided in the site Environmental Assessments.

Topic: ESRS E5 – Resource use and circular economy Resource inflows, including resource use E5-4 Resource inflows Materials

The Group procures a wide range of materials, ranging from basic materials for infrastructure construction to specific products for the transport sector to consumables for office activities.

Material data are estimated through the aggregation carried out by means of the computerised information collection system. Data can be obtained either through direct weighing of the material itself, or by estimating information acquired during procurement.

E5-5 Resource outflows Municipal waste

Municipal waste is distinguished according to its destination: sorted or unsorted waste. This information is provided only by users registered for the Waste Tax (TA.RI).

The municipal waste figure is estimated through the aggregation carried out by the computerised data collection system. The estimation contemplates three different analyses: the first one involves direct weighing of the waste; the second one estimates the amount of average bag weight or per capita production; and the third one, in the absence of company criteria, provides for the use of a value of 0.29 tonnes per employee per year for ‘unsorted’ waste and 0.21 tonnes per employee per year for ‘separately collected’ waste.

E5-5 Resource outflows Other municipal waste

Municipal waste, classified as non-hazardous, which is not included in the KPIs for unsorted municipal waste and sorted waste.

The estimated value is aggregated at the Group level through the computerised data collection system. Waste can be either weighed or estimated by using the same approach as municipal waste. Specifically, these wastes consist of: bulky waste (200307), wood (200138), metals (200140), toner (080318), detergents (200130), paints and inks (200128), clothes and textiles (200110 and 200111), and waste abandoned by third parties classified as municipal (e.g., parking areas).

E5-5 Resource outflows Special waste

Special waste, both hazardous and non-hazardous, is sorted according to its destination, as defined by Legislative Decree no. 152/06: waste sent for recovery is categorised by R codes (1 to 11) while waste sent for disposal is distinguished by D codes (1 to 15).

The estimated figure is aggregated at the Group level by using the appropriate online platform. This information is based on both the weight observed by scales and recorded in the Load/Unload Register and the weight set in the fourth copy of the Waste Identification Form (FIR). If direct weighing is not possible and the fourth copy of the FIR is not available, the data is estimated by using the information in the first copy of the FIR.

Waste

282

Ferrovie dello Stato Italiane Group

Metrics

Description

Notes/estimates

Topic: ESRS S1 – Own workforce S1-6 Characteristics of the undertaking’s employees

Data on own workforce headcount are calculated at the end of the reporting period according to the Group’s methodologies for reporting own workforce data. Only the employee turnover rate has been calculated on average headcount. On 5 August 2024, judgment no. 06983/2024 handed down by the Council of State was published, which annulled the MIT decree of 4 August 2016, in the part in which it identified FS Italiane SpA as the entity to which the quota in Ferrovie del Sud Est Srl had to be transferred. As a result of this ruling, it became necessary to proceed with the deconsolidation of FSE Srl as from 5 August 2024.

S1-7 Characteristics of nonemployee workers in the undertaking’s own workforce

Data on the headcount of non-employee workers in the own workforce are calculated at the end of the reporting period, according to the Group’s methodologies for workforce reporting.

S1-8 Collective bargaining coverage and social dialogue

Collective bargaining coverage and dialogue figures are calculated at the end of the reporting period according to the Group’s methodologies for reporting its own workforce data.

S1-9 Diversity metrics

Diversity metrics are calculated at the end of the reporting period according to the Group’s own methodologies for reporting its own workforce data.

S1-12 Persons with disabilities

The percentage of employees with disabilities was calculated as a percentage of the total headcount at the end of the reporting period according to the Group’s methodologies for workforce reporting.

S1-13 Training and skills development metrics

The percentages of employees who participated in periodic performance and career development reviews (Performance Development and the process for setting and evaluating objectives) were calculated based on the FS Group’s final headcount while the average number of training hours per employee was calculated based on the Group’s average headcount.

For FS Saudi Arabia, Rom Rail, Trenitalia UK and Exploris, data were estimated by using the Group’s percentage of coverage.

This metric was calculated by adopting the legal definitions provided for by the relevant national and European regulations were adopted. In particular, in the Italian legal system, the legal definition of person with disabilities, for the purposes of job placement, can primarily fall within the scope of Law no. 68/1999, as amended and supplemented (under Articles 1 and 4). The regulatory framework of reference was recently supplemented by Legislative Decree no. 62 of 3 May 2024, in force as from 30 June 2024, where in Art. 4, the Legislator also intervened strongly on the terminology regarding disability, repealing obsolete terms and aligning with European principles on the subject.

Directors‘ report

283

Metrics

Description

Notes/estimates

S1-14 – Health and safety metrics S1-14 Metriche di salute e sicurezza

The percentage of own workers covered by the company’s health and safety management system was calculated on end-of-period headcount. The rate of recordable work-related injuries was calculated on average headcount.

Exploris’ injuries were estimated based on the average number of injuries for the Group. For TX Logistik and Exploris, the number of days lost was estimated by considering the respective recordable work-related injuries and the average number of days lost per injury at the Group level. For the recordable work-related injury rate of its workforce, Group hours worked were estimated from the average annual workable hours net of absenteeism rate, multiplied by the average Group headcount. The average annual theoretical workable hours were determined, for the Italian Companies as a weighted average of the contractual hours according to the National Collective Labour Agreement (CCNL) applied by the individual Companies while the Italian divisor was applied for the foreign Companies. For the number of occupational diseases of its workforce referred to the Italy perimeter, not all cases were ascertained by the National Institute for Insurance against Accidents at Work (INAIL).

S1-15 Work-life balance metrics

Work-life balance metrics were calculated on average headcount.

S1-16 Remuneration metrics (pay gap and total remuneration)

Remuneration metrics (pay gap and total remuneration) were calculated according to the methodology outlined in the standard.

Topic: ESRS S3 – Affected communities Support to communities Entity specific - Total area (m2) granted on gratuitous loan for use for social activities (Help Centers and Reception Centers)

For the establishment of Help Centers and Reception Data and information refer to the Group’s corporate Centers, the FS Group grants premises inside stations wealth and assets in Italy. or near railway stations, on gratuitous loan for use, to associations and organisations dealing with marginality and social emergencies. Help Centers are “low-threshold” desks, whose main objective is to provide people in a state of difficulty with guidance to city social services and, where necessary, an immediate response to basic needs; alongside the Help Centers in several cities, day and night Reception Centers have also been established, in which the solidarity objective is combined with the reuse of railway spaces and the redevelopment of the station area.

Land protection and development Entity specific – Kilometres of decommissioned lines converted into tourist lines, bicycle routes and greenways

284

Railway lines that are no longer functional and have been decommissioned from operation are being redeveloped and put to social and soft mobility uses, turning them into tourist lines, bicycle routes, and greenways.

Ferrovie dello Stato Italiane Group

Data and information refer to the Group’s corporate wealth and assets in Italy.

Metrics

Description

Notes/estimates

Topic: ESRS S4 – Consumers and end-users Safety of transport, infrastructure and other assets (railway safety) Entity specific Common Safety Targets (CST)

Common Safety Targets (CSTs) define safety levels in terms of company’s acceptance of risk. Risk levels are expressed as the number of fatalities and serious injuries per train-km. There are risk categories for passengers, staff, level crossing users, unauthorised persons on rail facilities, other persons, and company as a whole. CSTs facilitate monitoring of rail safety performance by allowing quantification of whether safety in Member States is maintained at least at the same levels.

Entity specific National Reference Value (NRV)

Specific value assigned to each Member State’s rail system with reference to different CSTs.

Entity specific Significant accidents

According to the adopted ERA (European Union Agency for Railways) classification: any accident involving at least one rail vehicle in motion and resulting in at least one death or serious injury (hospitalisation > 24h) or significant damage to stock, track, other installations or the environment, or extensive disruptions to traffic, excluding accidents in workshops, warehouses and depots.

Entity specific Typical incidents UIC (International Union of Railways)

Typical UIC accidents are classified as follows: collision, derailing, fires involving rolling stock, accidents involving dangerous goods, accidents at level crossings (collisions with obstacles or vehicles). Excluded from the calculation are accidents in which people are hit (including at level crossings), injuries to people as they inappropriately board/deboard moving trains, suicides and attempted suicides. The parameters related to the damage caused by the above accidents referred to by the UIC are similar to those of significant accidents. This type of classification is intended to measure the inherent safety of railway systems, considering accidents occurring due to undue behaviour by external persons (breaches under Presidential Decree no. 753/80) occurring in railway contexts to be of less importance.

The monitoring of the safety performance of the railway infrastructure operated by RFI is carried out by means of indicators calculated on the basis of data recorded in its Databases (Hazard Database for the monitoring of accidents and incidents), in accordance with current international criteria (defined by ERA European Union Agency for Railways). The data is current as at 8 January 2025, and may be subject to change following the findings of the competent Authorities regarding suicides and attempted suicides, as well as the conclusion of internal investigations (data quantification and determination of responsibility), which have, in fact, led to changes in certain indicators for the previous year.

Directors‘ report

285

Metrics

Description

Notes/estimates

Value to customer Entity specific The Service Charter is the tool by which the company Service Charter /customer communicates and reports on the principles and satisfaction indicators RFI commitments to improve the services offered. The RFI Market Observatory, through companies selected by European tender, has been conducting customer satisfaction surveys for more than 15 years. The monitoring of traveller satisfaction with the quality of RFI stations (“Traveler Observatory”) is one of the most extensive surveys in Italy. The investigation involves monthly surveys of perceived quality structured to provide a complete view of the sample-stations on a quarterly basis. It is conducted through face-to-face interviews (of the C.A.P.I. Computer Assisted Personal Interview type) in the station to people departing on the basis of questionnaires that include both pre-coded responses, to allow travellers to express their level of satisfaction/dissatisfaction with different aspects of the station and services offered with a “grade from 1 to 9”, and “open-ended” responses, to gather from the voice of the respondent suggestions on areas for improvement. The observation of the quality of in-station assistance services to people with disabilities and reduced mobility - provided by RFI’s Sale Blu (Blue Rooms) in a circuit of stations spread throughout the territory - is the subject of a specific survey (“Blue Rooms Observatory”) conducted on a monthly basis through C.A.T.I. (Computer Assisted Telephone Interview) type interviews on a sample of travellers who used the service in the previous month (about 3,600 people on schedule).

286

Entity specific Complaints and disservices

In the document, the term “complaints” refers to the reports received while the term “disservices” refers to the issues associated with “complaints.” Multiple disservices may also be associated with a complaint. Complaints may also identify customer inquiries about certain aspects of service or reports that do not correspond to disservices, but are nevertheless noted in specific items, evaluated, and found.

Entity specific Customer satisfaction Anas

Entity specific Punctuality (Trenitalia)

Percentage of trains arriving within the thresholds “expressed in minutes” from the scheduled time. All trains arriving at their destination beyond the stated threshold are considered late (no exclusions).

Entity specific Customer satisfaction Trenitalia – medium- and long-haul service

Each survey, on a bimonthly basis for a total of 6 annual surveys, involves about 5,800 interviews with a sample of travellers selected according to a probabilistic procedure based on three stages: traffic relationship, station, brand. Face-to-face interviews are conducted at the station at train departure/arrival. CATI (Computer Assisted Telephone Interview) interviews are conducted by contacting the respondent again within two to three days after the journey. The rating for each variable surveyed is expressed by means of a scale of 1 to 9, with 1 expressing the lowest and 9 the highest satisfaction. Travelers who gave a score of 6 or higher to the different factors surveyed are considered satisfied.

Ferrovie dello Stato Italiane Group

With a view to continuous improvement starting in 2025, the targets are based on the percentage of fully satisfied customers - that is, those who give a rating of 7 or higher -and, therefore, the 2024 data have been adjusted to ensure comparability of performance.

Data for the internal reporting year but certified by the infrastructure manager until June 2025.

Metrics

Description

Notes/estimates

Valore al cliente Entity specific Customer satisfaction Trenitalia – regional service

Each survey, conducted on a bimonthly basis for a total of 6 annual surveys, involves about 9,170 interviews. This numerosity also makes it possible to conduct an in-depth survey of customers traveling on 35 major regional rail lines distributed throughout the country. Face-to-face interviews are conducted at the station at train departure/arrival. CATI (Computer Assisted Telephone Interview) interviews are conducted by contacting the respondent again within two to three days after the journey. The rating for each variable surveyed is expressed by means of a scale of 1 to 9, with 1 expressing the lowest and 9 the highest satisfaction. Travelers who gave a score of 6 or higher to the different factors surveyed are considered satisfied.

Entity specific Customer satisfaction Busitalia Group

The methodology adopted for the investigations is field survey, which involves interviews with customers at the time of the service use, so as to collect the level of satisfaction in real time. Thus, the survey mode involved CAPI (face-to-face) interviews in both urban and suburban areas. The sampling plan was stratified by groups and lines, with random extraction of statistical units. In addition to the social and behavioural profile, the survey captured customers’ perception of the quality of service rendered (Customer Satisfaction), using the rating scale from 1 to 10. Perception is surveyed both in relation to an overall assessment of the service and in relation to individual aspects of the service. The customer satisfaction surveys covered the urban and suburban LPT services (Veneto Umbria and Campania) delivered by Busitalia and subsidiaries. The consolidated results of the surveys conducted in May and November/December on local public transport were consolidated by weighting the customer values obtained for each group to the corresponding number of passengers carried.

Entity specific Net Promoter Score (NPS)

Net Promoter Score is an index that measures the willingness of customers to recommend to others the products or services offered by a company. The score is calculated on a scale of 1 to 9, ranking as “promoters” those customers who respond between 8 and 9 and as “detractors” those who respond between 1 and 5.

Entity specific Security statistics

FS Security database for Assaults and Copper Thefts, Ministry of Interior data for Onboard Train and Station Thefts.

Entity specific Data breach

A security breach that results - accidentally or unlawfully - in the destruction, loss, modification, unauthorised disclosure of, or access to personal data transmitted, stored, or otherwise processed.

The figure is for high-speed (HS) service provided by Trenitalia.

Topic: ESRS G1 – Business conduct G1-3 Prevention and detection of corruption and bribery Functions at risk of corruption

The detection of employees belonging to at-risk functions was carried out consistently with the Group Anti-Corruption Policy, which identifies the following areas as most sensitive: a) Relationships with Public Authorities (understood in all its structures) b) Relationships with third parties c) Business Partners, Promoters and Sales Consultants d) Gifts and hospitality e) Facilitation and extortion payments f) Relationships with political and trade union organisations g) Contracting of consultancy, specialist and professional services h) Contracting of works and supply of goods and services i) Extraordinary transactions j) Selection, recruitment, management and development of Personnel k) Sponsorships, Co-marketing (and/or partnerships), contributions to associations, entities and foundations and donations l) Obtaining and managing public or private financing/grants m) Real estate asset management n) Accounting records.

Directors‘ report

287

Metrics

Description

Notes/estimates

Topic: ESRS G1 – Business conduct

288

G1-6 Payment practices Average payment time

The average actual payment time for invoices payable is calculated from the invoice date.

Entity specific ESG Rating

The ESG Rating defined by the FS Group makes it possible to assess the level of maturity, regarding the management of the dimensions of sustainability (Environmental, Social and Governance) of the economic operators, who intend to register in our Qualification Systems and participate in the tenders announced by the Group company, and of our suppliers. In order to obtain the ESG Rating, it is necessary to register on the information platform developed by FS Italiane https://esgrating.gruppofs. it/ and proceed to fill in one of the 7 evaluation questionnaires provided. Each questionnaire is divided into 4 areas of analysis (general disclosures, environment, governance and social issues), which in turn are divided into sections within which there are questions to be answered in order to generate the ESG score/Rating. For each scoring answer, it is mandatory to upload the documentary evidence described within the “guidance” of the questions. The score of the responses is determined by the product of score (number from 0 to 3) and weight (number from 0 to 3). The score of each section (number from 0 to 3) is determined by the weighted average of the answer scores. The score of each area (number 0 to 3) is determined by the sum of the scores of its component sections weighted by the % weights assigned to them, while the overall score (number 0 to 3) is determined by the sum of the scores of the 3 areas weighted by the % weights assigned to them. The scores obtained (number from 0 to 3) are translated into an alphabetical scale (ESG Rating). Upon completion of the assessment questionnaire, the ESG score/rating (not validated) is automatically generated and may be subject to verification by the FS Group.

Ferrovie dello Stato Italiane Group

The consolidated average value is calculated as a weighted average of the average payment time and the number of payments made in the year by Group companies.

Emission factors used to calculate greenhouse gas (GHG) emissions Emissions for 2025 and 2024 are calculated by using the emission factors from the previous year (N-1); specifically, the 2024 and 2023 factors are applied, respectively; where data were unavailable, the most recent available data were used. The sources used for the emission factors of each emission category are listed

in the table for FY 2025. Compared to previous years, when factors from year N-2 were used, it was possible to adopt more upto-date coefficients that are better aligned with the reference frameworks, and provide a closer temporal correspondence between actual impacts and the energy/production mix.

Scope/category

Emission factor source

Scope 1– Direct GHG emissions Emissions from combustion of stationary plants and equipment

ISPRA National Inventory Report (published in 2025 with factors 2023)95 DEFRA UK (2024) Conversion factors

Emissions from mobile plant combustion

ISPRA National Inventory Report (published in 2025 with factors 2023) DEFRA UK (2024) Conversion factors

Process emissions

Product data sheet for composition and stoichiometric calculation ONAF production data converted by using stoichiometric calculation MASE EU ETS ITA - Publication of national standard parameters for 2025

Fugitive emissions

IPCC Sixth Assessment Report – AR 6

Emissions from land use and land use change (LULUCF)

“Frank S. et Al, Documentation for estimating LULUCF emissions / removals and mitigation potentials with GLOBIOM/G4M, 2020” ISPRA National Inventory Report (published in 2024 with factors 2022 – in the absence of more recent data that can be used for soil analysis)

Scope 2 – Indirect GHG emissions from imported energy Emissions from imported electricity

Location-based: ISPRA (2024) Emission factors from electricity generation and consumption AIB (Association of Issuing Bodies) (2024) Residual Mix Results (Production mix). The emission factors used for calculation in the location-based approach refer to the emission factors of the electricity generation mix in each country where each FS Group company operates. The generation mix, instead of the consumption mix, was considered, mainly because of a homogeneity of the application of the same factors available for all countries in which the Group Companies operate. Market-based: AIB (Association of Issuing Bodies) (2024) Residual Mix Results (Residual mix). The emission factors used for calculation in the market-based approach refer to the emission factors of the residual mix (higher than the location-based emission factor) of electricity generation in each nation in which each FS Group company operates, net of energy consumption certified with respect to generation from a renewable source through Guarantee of Origin (GO).

Emissions from imported energy, excluding electricity

DEFRA UK (2024) Conversion factors ISPRA (2024) Emission factors - electricity production and consumption

95. In the absence of emission factors for year N-1, it was decided to use, in this specific case, the values from year N-2, with geographical breakdowns where possible, which constitute the most recent data published in year N.

Directors‘ report

289

Scope/category

Emission factor source

Scope 3 – Indirect GHG emissions deriving from the value chain

290

Category 1 and Category 2

Eurostat Database: Air emissions accounts by NACE – in CO2 equivalent, Annual enterprise statistics for special aggregates of activities – by NACE ISPRA National Inventory Report (published in 2025 with factors 2023) – DEFRA UK (2024) Conversion factors Ecoinvent Database – Release 3.12 – cut-off system model EPD ArcelorMittal S-P-12919 - Rails for transport, tramways, rail track devices and cranes BOF-based EPD International: - ETR 1000 (S-P-00453) made by Hitachi Rail Italy SpA - Blues (S-P-05471) made by Hitachi Rail Italy SpA - Rock (S-P-01175) made by Hitachi Rail Italy SpA Technical data sheets for commercial products (e.g., laptops, monitors) ISPRA (2024) Emission factors - electricity production and consumption UNI EN 16258 (2013)

Category 3

Ecoinvent Database – Release 3.12 – cut-off system model UNI EN16258 (2013) JRC (2022) JEC Well-To-Wheels report v5

Category 4

Ecoinvent Database – Release 3.12 – cut-off system model

Category 5

DEFRA UK (2024) Primary Waste Disposal

Category 6

ISPRA National Inventory Report (published in 2025 with factors 2023) – DEFRA UK (2024) Conversion factors For rail travel, emission factors are estimated to be zero, as these emissions are considered to be included within Scope 1, 2 or Category 11 - Scope 3

Category 7

ISPRA (2024) The database of average emission factors of road transport in Italy

Category 11

ISPRA (2024) Emission factors - electricity production and consumption MIMS (2021): Railway works: guidelines to assess investments according to the sustainability criterion

Category 13

ISPRA National Inventory Report (published in 2025 with factors 2023) – DEFRA UK (2024) – Conversion factors – ISPRA (2024) Emission factors: electricity production and consumption

Category 15

Database Eurostat: Air emissions accounts by NACE – in CO2 equivalent, Annual enterprise statistics for special aggregates of activities – by NACE

Ferrovie dello Stato Italiane Group

Directors‘ report

291

INFORMATION TABLES IN ACCORDANCE WITH ARTICLE 8 OF THE EU TAXONOMY REGULATION

Code

Biodiversity

€mln

Economic activities

Circular Economy

Pollution

Turnover

Water

Substantial contribution criteria

Climate change adaptation

Year 2025

Climate change mitigation

Turnover KPI96

A Taxonomy-eligible activities A.1 Eligible and eco-sustainable activities 3.3 Manufacture of low carbon technologies for transport

CCM 3.3

3.8

0.02%

Yes

N/AM N/AM N/AM N/AM

6.1 Passenger interurban rail transport

CCM 6.1

6,647.6

39.5%

Yes

N/AM N/AM N/AM N/AM

6.2 Freight rail transport

CCM 6.2

777.2

4.6%

Yes

N/AM N/AM N/AM N/AM

6.3 Urban and suburban transport, road passenger transport

CCM 6.3

788.8

4.7%

Yes

N/AM N/AM N/AM N/AM

6.13 Infrastructure for personal mobility, cycle logistics

CCM 6.13

0.1

0.0003%

Yes

N/AM N/AM N/AM N/AM

6.14 Infrastructure for rail transport 6.15 Infrastructure enabling low carbon emission road transport and public transport

CCM 6.14

1,795.7

10.7%

Yes

N/AM N/AM N/AM N/AM

CCM 6.15

0.5

0.003%

Yes

N/AM N/AM N/AM N/AM

Turnover of eco-sustainable activities (aligned with the taxonomy) (A.1) of which enabling

10.014

59,5% 59,5%

1.800

10,7% 10,7%

of which transition

655

3.9%

3,9%

A.2 Taxonomy-eligible but not eco-sustainable activities (activities non-aligned with the taxonomy) 3.3 Manufacture of low carbon technologies for transport

CCM 3.3

2.2

0.01%

3.4 Maintenance of roads and motorways

CE 3.4

381

2.3%

N/AM

6.1 Passenger interurban rail transport

CCM 6.1

918.4

5.5%

N/AM N/AM N/AM N/AM N/AM

6.2 Freight rail transport

CCM 6.2

125

0.7%

N/AM N/AM N/AM N/AM N/AM

6.3 Urban and suburban transport, road passenger transport

CCM 6.3

45.3

0.3%

N/AM N/AM N/AM N/AM N/AM

6.6 Freight transport services by road

CCM 6.6

16.4

0.1%

N/AM N/AM N/AM N/AM N/AM

6.7 Inland passenger water transport 6.10 Sea and coastal freight water transport, vessels for port operations and auxiliary activities 6.11 Sea and coastal passenger water transport

CCM 6.7

0.01%

N/AM N/AM N/AM N/AM N/AM

CCM 6.10

0.2%

N/AM N/AM N/AM N/AM N/AM

CCM 6.11

1.6

0.01%

N/AM N/AM N/AM N/AM N/AM

CCM 6.14

313.9

1.9%

N/AM N/AM N/AM N/AM N/AM

CCM 6.15

0.1

0.0003%

N/AM N/AM N/AM N/AM N/AM

CCM 7.2

0.1

0.0006%

N/AM N/AM N/AM N/AM N/AM

CCM 7.4

0.2

0.0009%

N/AM N/AM N/AM N/AM N/AM

CCM 7.7

70.4

0.4%

N/AM N/AM N/AM N/AM N/AM

1,905

11.3%

9.1%

2.3%

11,919

70.8% 68.5%

2.3%

Turnover of taxonomy non-eligible activities

4,913

29.2%

Total

16,832

100%

6.14 Infrastructure for rail transport 6.15 Infrastructure enabling low-carbon road transport and public transport 7.2 Renovation of existing buildings 7.4. Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) 7.7 Acquisition and ownership of buildings

Turnover of taxonomy-eligible but not eco-sustainable activities (activities non-aligned with the taxonomy) (A.2) A Turnover of taxonomy-eligible activities (A.1 + A.2) B Taxonomy non-eligible activities

292

N/AM N/AM N/AM N/AM N/AM N/AM N/AM N/AM

AM N/AM

96. Turnover KPI was determined as the ratio of the share of operating revenues from services or products originating from economic activities aligned with taxonomy to total operating revenues in the consolidated financial statements (consolidated balance sheet item “Revenues from sales and services”). Revenues from products and services associated with economic activities adapted to climate change are not included in the numerator of the Turnover KPI. Following a methodological refinement that found the activities involved in installing electric vehicle charging points on road infrastructure to be not ecosustainable activities, the values reported in 2024 for the 6.15 economic activity were adjusted. 97. The figure includes the portion of revenues reported for the economic activities: 6.1 Passenger interurban rail transport; 6.2 Freight rail transport; 6.3 Urban and suburban transport, road passenger transport.

Ferrovie dello Stato Italiane Group

DNSH (Do Not Significant Harm) criteria

Minimum safeguard guarantees

Biodiversity

Circular economy

Pollution

Water

Category of transitional activity

Climate change adaptation

Enabling activity category

Climate change mitigation

Proportion of turnover aligned to (A.1) or eligible for (A.2) the taxonomy, year n-1

Yes

0.02%

Yes

40.9%

31.5%

Yes

5.5%

12.6%

Yes

3.5%

0.0%

Yes

0.0%

Yes

10.2%

0.1%

Yes

0.0%

Yes

60.1%

Yes

10.3%

Yes

3.2%

Portion funded through bonds or debt securities (%)

0.0%

21.9% A T

0.02% 2.4% 5.7% 0.2% 0.7% 0.1% 0.01% 0.2% 0.01% 1.9% 0.0% 0.0% 0.0% 0.4%

11.6% 71.8%

Share of turnover/Total turnover Taxonomy-aligned by objective CCM 59.5% CCA 0% CE 0% Total 59.5%

Taxonomy-eligible by objective 68.5% 0% 2.3% 70.8%

Directors‘ report

293

Water

Pollution

Circular economy

Biodiversity

Substantial contribution criteria

Climate change adaptation

Year 2025

Climate change mitigation

OpEx KPI98

3.3 Manufacture of low carbon technologies for transport

CCM 3.3

9.8

0.1%

Yes

N/AM

6.1 Passenger interurban rail transport

CCM 6.1

936

13.9%

Yes

N/AM

6.2 Freight rail transport

CCM 6.2

127.6

1.9%

Yes

N/AM

6.3 Urban and suburban transport, road passenger transport

CCM 6.3

23.1

0.3%

Yes

N/AM

6.14 Infrastructure for rail transport

CCM 6.14

795.7

11.9%

Yes

N/AM

6.15 Infrastructure enabling low carbon emission road transport and public transport 7.3 Installation, maintenance and repair of energy efficiency equipment

CCA 6.15

546.6

8.1%

Yes

N/AM

CCM 7.3

0.7

0.01%

Yes

N/AM

2,440

36.3%

28.2%

8.1%

806

12%

0.5%

Economic activities

OpEx

OpEx share

€mln

Code

A Taxonomy-eligible activities A.1 Eligible and eco-sustainable activities

Operating expenses of eco-sustainable activities (taxonomy-aligned) (A.1) of which enabling of which transitional

A.2 Taxonomy-eligible but not eco-sustainable activities (activities non-aligned with the taxonomy) 3.3 Manufacture of low carbon technologies for transport

CCM 3.3

5.8

0.1%

N/AM

3.4 Maintenance of roads and motorways

CE 3.4

381

5.7%

N/AM

6.1 Passenger interurban rail transport

CCM 6.1

120.2

1.8%

N/AM

6.2 Freight rail transport

CCM 6.2

1.4%

N/AM

6.3 Urban and suburban transport, road passenger transport

CCM 6.3

4.6

0.1%

N/AM

6.6 Freight transport services by road

CCM 6.6

1.5

0.02%

N/AM

6.10 Sea and coastal freight water transport, vessels for port operations and auxiliary activities

CCM 6.10

33.3

0.5%

N/AM

6.11 Sea and coastal passenger water transport

CCM 6.11

2.8

0.04%

N/AM

144

2.1%

N/AM

3.3

0.05%

N/AM

35.3

0.5%

N/AM

826

12.3%

6.6%

3,265

48.6%

34.8%

OpEx of taxonomy non-eligible activities

3,448

51.4%

Total

6,714

100%

6.14 Infrastructure for rail transport 7.2 Renovation of existing buildings 7.7 Acquisition and ownership of buildings

CCM 6.14 /CCA6.14 CCM 7.2 / CCA 7.2 CCM 7.7 / CCA 7.7

Operating expenses of taxonomy-eligible but not eco-sustainable activities (activities non-aligned with the taxonomy) (A.2) A OpEx of taxonomy-eligible activities (A.1 + A.2))

5.7% 8.1%

5.7%

B Taxonomy non-eligible activities

98. Operating costs KPI was determined as the ratio between “operating costs under Reg. 852”, as specified below, attributable to the aligned activities, and total “operating costs under Reg. 852” of the consolidated financial statements (numerically, an “of which” line of the consolidated financial statement item of Total Operating Costs). Operating expenses to be taken as reference for the definition of the OpEx KPI were first identified by the Delegated Regulation and, subsequently, better defined by the clarifications provided by the EU Commission itself. Consequently, within the FS Group, the cost categories mainly considered concerned non-capitalised direct costs related to maintenance and repair processes, short-term leases, and refurbishment of buildings. Following a methodological refinement that found the activities involved in installing electric vehicle charging points on road infrastructure to be not ecosustainable activities, the values reported in 2024 for the 6.15 economic activity were adjusted. 99. The figure includes the portion of operating expenses reported for the economic activities: 6.1 Passenger interurban rail transport and 6.3 Urban and suburban transport, road passenger transport.

294

Ferrovie dello Stato Italiane Group

Climate change mitigation

Climate change adaptation

Water

Pollution

Circular economy

Biodiversity

Minimum safeguard guarantees

DNSH (Do Not Significant Harm) criteria

Yes

0.1%

Yes

13.4%

Yes

2.1%

Yes

0.7%

Yes

16%

Yes

8.5%

Yes

0.01%

Yes

40.8%

Yes

16.1%

Yes

0.7%

Proportion of OpEx aligned to (A.1) or eligible for (A.2) the taxonomy, year n-1

Enabling activity category

Category of transitional activity

A T

T A

A T

0.1% 5.9% 1.7% 1.1% 0.2% 0.0% 0.5% 0.1% 2.7% 0.1% 0.6%

13% 53.8%

Share of OpEx/Total OpEx Taxonomy-aligned by objective CCM 28.2% CCA 8.1% CE 0% Total 36.3%

Taxonomy-eligible by objective 34.8% 8.1% 5.7% 48.6%

Directors‘ report

295

Water

Pollution

Circular economy

Biodiversity

Substantial contribution criteria

Climate change adaptation

Year 2025

Climate change mitigation

CapEx KPI100

6.1 Passenger interurban rail transport

CCM 6.1

1,637

11.6%

Yes

N/AM

6.1 Passenger interurban rail transport

CCA 6.1

0.1%

Yes

N/AM

6.2 Freight rail transport

CCM 6.2

200.5

1.4%

Yes

N/AM

6.3 Urban and suburban transport, road passenger transport

CCM 6.3

242.5

1.7%

Yes

N/AM

6.14 Infrastructure for rail transport

CCM 6.14

9,493.1

67.3%

Yes

N/AM

6.14 Infrastructure for rail transport

CCA 6.14

968.4

6.9%

Yes

N/AM

1.9

0.01%

Yes

N/AM

0.005 0.00004%

Yes

N/AM

Economic activities

CapEx

CapEx share

€mil.

Code

A Taxonomy-eligible activities A.1 Eligible and eco-sustainable activities

7.3. Installation, maintenance and repair of energy CCM 7.3 efficiency equipment 7.6 Installation, maintenance and repair of renewable CCM 7.6 energy technologies CapEx of eco-sustainable activities (taxonomy-aligned) (A.1)

12,553

89%

82.1%

6,9%

of which enabling

9,495

67.3%

of which transitional

241

1,7%

101

A.2 Taxonomy-eligible but not eco-sustainable activities (activities non-aligned with the taxonomy) 6.1 Passenger interurban rail transport

CCM 6.1 / CCA6.1

69.8

0.5%

N/AM

6.2 Freight rail transport

CCM 6.2

32.7

0.2%

N/AM

6.3 Urban and suburban transport, road passenger transport 6.10 Sea and coastal freight water transport, vessels for port operations and auxiliary activities

CCM 6.3

1.0

0.007%

N/AM

CCM 6.10

8.0

0.1%

N/AM

6.11 Sea and coastal passenger water transport

CCM 6.11

1.0

0.01%

N/AM

1,014.2

7.2%

N/AM

23.7

0.17%

N/AM

6.14 Infrastructure for rail transport 7.2 Renovation of existing buildings

CCM 6.14 / CCA 6.14 CCM7.2 / CCA 7.2

7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings)

CCM 7.4 / CCA 7.4

0.02%

N/AM

7.7 Acquisition and ownership of buildings

CCM 7.7 / CCA 7.7

3.9

0.03%

N/AM

1,157

8.2%

0.0%

13,710

97.2%

90.3%

6.9%

0.0%

395

2.8%

14,105

100%

CapEx of taxonomy-eligible but not eco-sustainable activities (activities non-aligned with the taxonomy) (A.2) A CapEx of taxonomy-eligible activities (A.1 + A.2) B Taxonomy non-eligible activities CapEx of taxonomy non-eligible activities Total

100. Capital expenditure KPI was determined as the ratio between “capital expenditure under Reg. 852”, as specified below, attributable to aligned activities, and total increases in “‘capital expenditure under Reg. 852” of the consolidated financial statements. “Capital expenditure” under Reg. 852 to be taken as a reference for the definition of the CapEx KPI have been identified by the Delegated Regulation, and concern the consolidated financial statement item “investment expense” that includes the gross increases recorded during the year in tangible and intangible assets taken into account before depreciation and amortisation, write-downs and any revaluation, including those resulting from restatements and impairments. 101. The figure includes the portion of CapEx reported for the economic activities: 6.1 Passenger interurban rail transport and 6.3 Urban and suburban transport, road passenger transport.

296

Ferrovie dello Stato Italiane Group

Climate change mitigation

Climate change adaptation

Pollution

Circular economy

Biodiversity

Minimum safeguard guarantees

Proportion of CapEx aligned to (A.1) or eligible for (A.2) the taxonomy, year n-1

Water

DNSH (Do Not Significant Harm) criteria

Yes

12.8%

Yes

0.2%

100%

Yes

1.2%

0.0%

Yes

1.3%

Yes

66.3%

Yes

6.6%

Yes

0.001%

0.0%

Yes

0.012%

0.0%

Yes

88.3%

Yes

66.3%

Yes

1.2%

Enabling activity category

Category of transitional activity

T A

Portion funded through bonds or debt securities (%)

93.1%

0.0% 2.1% 2.1%

15% A T

0.4% 0.02% 0.001% 0.1% 0.02% 7.1% 0.04% 0% 0.04%

7.7% 96.1%

Share of CapEx/Total CapEx Taxonomy-aligned by objective CCM 82.1% CCA 6.9% CE 0% Total 89.0%

Taxonomy-eligible by objective 90.3% 6.9% 0% 97.2%

Directors‘ report

297

Template 1, Annex III to Delegated Regulation (EU) 2022/1214 of 9 March 2022 – Nuclear and fossil gas related activities Nuclear energy related activities

298

The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle.

The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies.

The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades.

Ferrovie dello Stato Italiane Group

Fossil gas related activities The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels.

The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels.

The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels.

Directors‘ report

299

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND THE OFFICER IN CHARGE OF FINANCIAL REPORTING

Certification of the Chief Executive Officer and the Officer in charge of Financial Reporting of the Consolidated Sustainability Report of Ferrovie dello Stato Italiane at 31 December 2025 pursuant to article 154-bis, paragraph 5 - ter, of Legislative decree no. 58/1998 The undersigned Stefano Antonio Donnarumma and Fabio Paris, respectively as Chief Executive Officer and Officer in charge of Financial Reporting of Ferrovie dello Stato Italiane S.p.A. certify, pursuant to article 154-bis, paragraph 5-ter, of Legislative decree no. 58 of 24 February 1998, that the Consolidated Sustainability Report included in the Directors’ Report has been prepared: a) in accordance with the reporting standards applied pursuant to Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 and Legislative decree no. 125 of 6 September 2024; b) with the requirements adopted pursuant to article 8, paragraph 4, of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020.

April 2nd, 2026

Stefano Antonio Donnarumma Chief Executive Officer

300

Ferrovie dello Stato Italiane Group

Fabio Paris Officer in charge of Financial Reporting

INDEPENDENT AUDITOR’S LIMITED ASSURANCE REPORT ON THE CONSOLIDATED SUSTAINABILITY REPORT

Independent auditor’s limited assurance report on the consolidated sustainability report in accordance with article 14-bis of Legislative Decree 39/2010 To the Sole Shareholder of Ferrovie dello Stato Italiane SpA

Conclusion In accordance with articles 8 and 18, paragraph 1, of Legislative Decree 125/2024 (the “Decree”), we have undertaken a limited assurance engagement on the consolidated sustainability report of the Ferrovie dello Stato Italiane Group (the “Group”) for the year ended 31 December 2025 prepared in accordance with article 4 of the Decree, presented in the specific section of the directors’ report. Based on the procedures performed, nothing has come to our attention that causes us to believe that:

• the consolidated sustainability report of the Ferrovie dello Stato Italiane Group for the year ended 31 December 2025 is not prepared, in all material respects, in accordance with the reporting criteria adopted by the European Commission pursuant to Directive (EU) 2013/34/EU (“European Sustainability Reporting Standards”, also the “ESRS”);

• the information set out in paragraph “Disclosure pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)” of the consolidated sustainability report is not prepared, in all material respects, in accordance with article 8 of Regulation (EU) 852/2020 (the “Taxonomy Regulation”).

Directors‘ report

301

Basis for conclusion We conducted our limited assurance engagement in accordance with the Standard on Sustainability Assurance Engagements - SSAE (Italia). The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Our responsibilities under this standard are further described in the “Auditor’s responsibilities for the limited assurance conclusion on the consolidated sustainability report” section of this report. We are independent in accordance with the principles of ethics and independence applicable to assurance engagements on consolidated sustainability statements under Italian law. Our firm applies International Standard on Quality Management 1 (ISQM Italia 1), which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Responsibilities of the directors and the board of statutory auditors of Ferrovie dello Stato Italiane SpA for the consolidated sustainability report The directors are responsible for developing and implementing the procedures adopted to identify the information included in the consolidated sustainability report in accordance with the provisions of the ESRS (the “materiality assessment process”) and for describing those procedures in the “ESRS 2 IRO-1 - Description of the processes to identify and assess material impacts, risks and opportunities” of the consolidated sustainability report. The directors are also responsible for preparing the consolidated sustainability report, which contains the information identified through the materiality assessment process, in accordance with the provisions of article 4 of the Decree, including:

2 of 6

302

Ferrovie dello Stato Italiane Group

• its compliance with the ESRS; • its compliance with article 8 of the Taxonomy Regulation of the information set out in paragraph “Disclosure pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)”. That responsibility involves designing, implementing and maintaining, in the terms prescribed by law, such internal control as they determine is necessary to enable the preparation of a consolidated sustainability report in accordance with article 4 of the Decree that is free from material misstatement, whether due to fraud or error. That responsibility also involves selecting and applying appropriate methods for processing the information, as well as developing hypotheses and estimates about specific items of sustainability information that are reasonable in the circumstances. The board of statutory auditors is responsible for overseeing, in the terms prescribed by law, compliance with the Decree.

Inherent limitations in the preparation of the consolidated sustainability report For the purpose of reporting forward-looking information in accordance with ESRS, the directors are required to prepare such information on the basis of assumptions, described in the consolidated sustainability report, about future events and possible future actions by the Group. Because of the uncertainty connected with any future event, in terms both of occurrence and of the extent and timing of occurrence, variances between actual results and forward-looking information may be significant. The disclosure provided about Scope 3 emissions is subject to greater inherent limitations compared with Scope 1 and 2 emissions, because of the poor availability and accuracy of the qualitative and quantitative information relating to the value chain.

3 of 6

Directors‘ report

303

Auditor’s responsibilities for the limited assurance conclusion on the consolidated sustainability report Our objectives are to plan and perform procedures to obtain limited assurance about whether the consolidated sustainability report is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that contains our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the decisions of users taken on the basis of the consolidated sustainability report. As part of our engagement designed to achieve limited assurance in accordance with the Standard on Sustainability Assurance Engagements - SSAE (Italia), we exercised professional judgement and maintained professional scepticism throughout the engagement. Our responsibilities include:

• Performing risk assessment procedures to identify the disclosures where a material misstatement, whether due to fraud or error, is likely to arise.

• Designing and performing procedures to verify the disclosures where a material misstatement is likely to arise. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Directing, supervising and performing a limited assurance engagement on the consolidated sustainability report and assuming full responsibility for the conclusion on the consolidated sustainability report.

4 of 6

304

Ferrovie dello Stato Italiane Group

Summary of the work performed An engagement designed to obtain limited assurance involves performing procedures to obtain evidence as a basis for our conclusion. The procedures performed were based on our professional judgement and included inquiries, primarily of personnel of Ferrovie dello Stato Italiane SpA responsible for the preparation of the information presented in the consolidated sustainability report, analyses of documents, recalculations and other procedures designed to obtain evidence considered useful. We performed the following main procedures:

• We understood the Group’s business model and strategies, and the environment in which it operates with reference to sustainability issues.

• We understood the processes underlying the generation, collection and management of the qualitative and quantitative information included in the consolidated sustainability report.

• We understood the process implemented by the Group to identify and assess the material impacts, risks and opportunities, in accordance with the double materiality principle, related to sustainability issues and, based on the information thus obtained, we considered whether any contradictory items emerged that could point to the existence of sustainability issues not considered by the Company in the materiality assessment process.

• We identified the disclosures where a material misstatement is likely to arise. • We defined and performed procedures, based on our professional judgement, to address the risks of material misstatement identified.

• We understood the process implemented by the Group to identify the eligible economic activities and to determine whether they are aligned in accordance with the provisions of the Taxonomy Regulation, and we verified the related disclosures in the consolidated sustainability report.

• We reconciled the information reported in the consolidated sustainability report with the information reported in the consolidated financial statements in accordance with the applicable

5 of 6

Directors‘ report

305

financial reporting framework, or with the accounting information used for the preparation of the consolidated financial statements, or with management accounting information.

• We verified the structure and presentation of disclosures included in the consolidated sustainability report in accordance with the ESRS.

• We obtained management’s representation letter.

Rome, 17 April 2026 PricewaterhouseCoopers SpA Signed by Luigi Necci (Partner)

This report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.

6 of 6

306

Ferrovie dello Stato Italiane Group

Directors‘ report

307

CONSOLIDATED FINANCIAL STATEMENTS OF THE FERROVIE DELLO STATO ITALIANE GROUP AT 31 DECEMBER 2025

1. CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED INCOME STATEMENT millions of Euros

Notes Revenue

2025

2024

17,254

16,529

Revenue from sales and services

16,832

15,985

Other income

422

544

(16,904)

(16,186)

Operating costs Personnel expense

(6,122)

(5,873)

Raw materials, consumables, supplies and goods

(1,884)

(2,008)

Services

(9,245)

(8,367)

Other operating costs

(286)

(413)

Internal work capitalised

2,655

2,373

Amortisation and depreciation, provisions and impairment losses

(2,022)

(1,898)

Operating profit

350

343

Net financial income (expense)

(273)

(505)

Financial income

123

242

Financial expense

(428)

(697)

Share of profits/(losses) of equity-accounted investees

(50)

(162)

(47)

(46)

Pre-tax profit (loss) Income taxes

Profit (Loss) for the year (attributable to the owners of the parent and non-controlling interests)

(208)

Profit (Loss) for the year attributable to the owners of the parent

(198)

Profit (Loss) for the year attributable to non-controlling interests

(5)

(10)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME millions of Euros

Notes Profit (Loss) for the year (attributable to the owners of the parent and non-controlling interests)

2025

2024

(208)

Other comprehensive income Items that will not be reclassified to profit or loss: Net actuarial gains (losses)

34-37

of which: equity-accounted investees

Items that will or may be reclassified to profit or loss: Cash flow hedges - effective portion of changes in fair value

17-34

of which: equity-accounted investees Net exchange losses

(6)

(56)

2 17-34

(5)

Other comprehensive income (expense)

(57)

Comprehensive income/(expense) (attributable to the owners of the parent and non-controlling interests)

(265)

Owners of the parent

(255)

Non-controlling interests

(5)

(10)

Comprehensive income attributable to:

* Net of the tax effect, where applicable

310

Ferrovie dello Stato Italiane Group

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

millions of Euros

Notes 31.12.2025 31.12.2024 Assets Non-current assets Property, plant and equipment Investment property Intangible assets Equity-accounted investments Service concession assets Financial assets (including derivatives) Deferred tax assets Trade receivables Other assets

21-22 23 24 26 27 28 25 29 30

50,868 1,402 1,611 862 467 341 94 2 9,118 64,765

50,270 1,337 1,695 819 90 375 85 2 7,102 61,775

31 27 28 32 33 29 30

2,530 3,624 234 1,911 111 2,246 6,777 17,433 82,198

2,431 3,325 339 1,154 95 2,470 6,897 16,711 342 78,828

34 34 34 34 34 35 35 35

31,063 7,923 2,578 35 41,599 (5) 204 199 41,798

31,063 7,917 2,780 (198) 41,562 (10) 200 190 41,752

36 37 38 39 40-21 25 41 42

11,524 534 1,459 1,236 948 139 81 1,767 17,688

9,658 589 1,707 1,223 950 133 79 1,844 16,183

36 38 39 40-21 43 41 42

4,774 88 613 275 16 9,682 7,264 22,712 40,400 82,198

6,067 101 609 284 20 9,052 4,760 20,893 37,076 78,828

Total Current assets Inventories Service concession assets Financial assets (including derivatives) Cash and cash equivalents Tax assets Trade receivables Other assets Total Assets held for sale and disposal groups of assets Total assets Total equity and liabilities Equity Share capital Reserves Retained earnings Profit (loss) for the year Equity attributable to the owners of the parent Profit/(Loss) attributable to non-controlling interests Share capital and reserves attributable to non-controlling interests Non-controlling interests

Total Liabilities Non-current liabilities Loans and borrowings Employee benefits Provisions for risks and charges Contract advances Financial liabilities (including derivatives) Deferred tax liabilities Trade payables Other liabilities Total Current liabilities Loans and borrowings and current portion of non-current loans and borrowings Current portion of provisions for risks and charges Contract advances Financial liabilities (including derivatives) Tax liabilities Trade payables Other liabilities Total Total liabilities Total equity and liabilities

Consolidated Financial Statements at 31 december 2025

311

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (NOTES 34 AND 35) Equity Reserves

Balance at 1 January 2024

Share capital

Legal reserve

39,204

Other reserves

Translation reserve

Hedging reserve

(4)

(5)

(56)

(5)

(56)

Profit/(Loss) for the year Net gains/(losses) recognised directly in equity Total comprehensive income/(expense)

(8,141)

6,141

2,000

Balance at 31 December 2024

31,063

6,212

2,000

(9)

Balance at 1 January 2025

31,063

6,212

2,000

(9)

(6)

Allocation of profit for the previous year Dividend distribution Capital increase (share capital decrease) Change in consolidation scope Other changes

Profit/(Loss) for the year Net gains/(losses) recognised directly in equity Total comprehensive income/(expense)

(6)

31,063

6,212

2,000

(5)

Allocation of profit for the previous year Dividend distribution Change in consolidation scope Other changes Balance at 31 December 2025

312

Ferrovie dello Stato Italiane Group

millions of Euros

Actuarial reserve

Total reserves

Retained earnings

Profit/(Loss) for the year

Equity attributable to the owners of the parent

Equity attributable to non- controlling interests

Total equity

(333)

(167)

2,726

137

41,900

189

42,089

(198)

(10)

(208)

(57)

(57) -

(198)

137

(137)

(57)

(255)

(10)

(265)

(4)

(1)

8,141 12

(98)

(83)

(329)

7,917

2,780

(198)

41,562

190

41,752

(329)

7,917

2,780

(198)

41,562

190

41,752

(5)

6 -

(198)

198

1 7,923

2,578

(5)

(3)

(5) (321)

(5)

41,599

199

41,798

Consolidated Financial Statements at 31 december 2025

313

CONSOLIDATED STATEMENT OF CASH FLOWS millions of Euros

Notes Profit (loss) for the year Income taxes

2025

2024

(208)

Net financial income /(expense)

16-17

305

456

Amortisation and depreciation

1,858

1,778

Share of profits/(losses) of equity-accounted investees

(32)

Accruals to provisions and impairment losses

15-38

Net gains (losses) on sales Change in inventories

529

732

(110)

(103)

(98)

Change in trade receivables

180

245

Change in trade payables

634

314

Change in other liabilities

2,349

(727)

Change in other assets

(1,816)

(899)

Utilisation of the provisions for risks and charges

(669)

(838)

Payment of employee benefits

(94)

(126)

16-17

(263)

(262)

Income taxes paid, net of reimbursed tax assets

(65)

(53)

Change in assets/liabilities held for sale

342

Financial income collected/(financial expense paid)

Net cash flows generated from/(used in) operating activities Increases in property, plant and equipment and investment property

21-23

3,127

457

(13,591)

(12,864)

Increases in intangible assets

(232)

(217)

Increases in equity investments

(403)

(611)

(5)

Investments in consolidated companies, net of cash and cash equivalents acquired Investments, before grants

(14,231)

(13,680)

Grants for property, plant and equipment

11,439

10,709

Grants for equity investments

396

597

11,835

11,306

Grants Decreases in property, plant and equipment and investment property

208

124

Decreases in intangible assets

Decreases in equity investments and profit-sharing arrangements

Disposals in consolidated companies, net of cash and cash equivalents acquired

(122)

Decreases Net cash flows generated from/(used in) investing activities Finance lease payments

314

273

(2,123)

(2,359)

(356)

(197)

Disbursement (repayment) of non-current loans

1,929

(712)

Disbursement (repayment) of current loans

(1,342)

1,460

Change in service concession assets/liabilities

(627)

179

Grants relating to assets (for loans)

Change in financial assets

134

412

Change in financial liabilities

(395)

Dividends

34-35

(3)

(4)

Changes in equity

34-35

Net cash flows generated from/(used in) financing activities

(244)

768

Total cash flows

760

(1,134)

Opening cash and cash equivalents

1,142

2,276

Closing cash and cash equivalents

1,902

1,142

of which intraGroup current account

(9)

(11)

Ferrovie dello Stato Italiane Group

Consolidated Financial Statements at 31 december 2025

315

2. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. FERROVIE DELLO STATO ITALIANE GROUP’S BUSINESS AND STRUCTURE OF THE CONSOLIDATED FINANCIAL STATEMENTS Ferrovie dello Stato Italiane SpA (the “company” or “FS Italiane SpA”) was set up in accordance with Italian law and is based in Italy. Its registered office is in Piazza della Croce Rossa 1, Rome. The Holding company and its subsidiaries (“Ferrovie dello Stato Italiane Group”, “FS Group” or the “Group”) provide passenger transport, freight transport and logistics services, both in Italy and abroad and manage an extensive railway and road network. FS Group’s structure is shown in Annex 5. 2. BASIS OF PREPARATION These consolidated financial statements have been prepared in accordance with IFRS issued by the International Accounting Standards Board (IASB), and adopted by the European Union, and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC), endorsed by the European Union pursuant to Regulation (EC) no. 1606/2002 and in effect at the reporting date (“IFRS”). Specifically, the Group consistently applies the IFRS to all periods presented in these financial statements. The consolidated financial statements have been prepared and presented in Euro, which is the FS Italiane Group’s functional currency, i.e., the currency of the primary economic environment in which the FS Italiane Group operates. All amounts included in the financial statements and the tables and comments of the following notes are expressed in millions of euros. The financial statements format applied and the related classification criteria adopted by the FS Italiane Group in accordance with the options provided for in IAS 1 Presentation of financial statements are set out below: • the consolidated statement of financial position has been prepared by classifying assets and liabilities as “current/non-current”; • the consolidated income statement has been prepared by classifying operating costs by nature; • the consolidated statement of comprehensive income includes the profit/loss for the year, as well as any other changes in equity captions, specifically actuarial gains or losses on employee benefits, fair value gains or losses on hedging instruments and gains and losses on the translation of the financial statements of foreign operations; • the consolidated statement of cash flows has been prepared by reporting cash flows arising from operating activities using the indirect method. These consolidated financial statements have been 316

Ferrovie dello Stato Italiane Group

prepared on a going-concern basis, as the directors established that there are no financial or operational indicators or any other indications of critical issues with respect to the FS Group’s ability to meet its obligations in the foreseeable future and, specifically, in the next twelve months. Reference should be made to the note to “Financial and operational risk management” for a description of the FS Group’s financial risk management procedures, including those applicable to the liquidity risk. The consolidated financial statements have been prepared on the historical cost basis, except for financial assets and liabilities, including derivatives, which are measured at fair value. The Group has consistently applied the accounting policies to all periods presented in these consolidated financial statements, except for that set out below in respect of the newly-applied accounting policies. The reclassifications of certain captions in the year to better present the Group’s financial position, also affected the prior year corresponding balances. On 2 April 2026, the directors approved the separate financial statements at 31 December 2025 and their submission to the shareholder pursuant to article 2429 of the Italian Civil Code. These consolidated financial statements will be subsequently presented for the shareholder’s approval within the terms set by law and will be filed within the terms established by article 2435 of the Italian Civil Code. The shareholder is entitled to make changes to these consolidated financial statements. For the purposes of IAS 10.17, the directors authorised these consolidated financial statements for issue on 2 April 2026, which is the date when they approved them. PricewaterhouseCoopers SpA was assigned the engagement to carry out the statutory audit for the 20232031 period pursuant to Legislative Decree no. 39/2010. 3. CONSOLIDATION SCOPE The consolidation policies applied by the FS Italiane Group to define the consolidation scope and, specifically, subsidiaries, joint arrangements and associates, and the related consolidation criteria, are described below. i) Subsidiaries The consolidated financial statements comprise the financial statements of the parent and those of the companies directly and indirectly controlled by the parent, from the date it gains control until the date when control ceases. Control can be exercised through direct or indirect holding of the majority of voting rights or through the right to variable returns from its involvement with the investees and the ability to affect those returns through its power over the investee, including regardless of shareholding relationships. The existence of potential

voting rights exercisable at the reporting date is considered when determining control. When non-controlling interests are acquired, goodwill is recognised only to the extent that it is attributable to the parent. Non-controlling interests are calculated based on the percentage of investment held by third parties in the identifiable net assets of the acquiree. With respect to business combinations achieved in stages, when control is acquired, the previously held equity interest in the acquiree is remeasured at fair value, recognising the resulting gain or loss, if any, in profit or loss. When non-controlling interests are acquired, once control is obtained, the positive difference between the acquisition cost and the carrying amount of the noncontrolling interests acquired is recognised as a decrease in the parent’s equity. Conversely, when control over an entity is retained despite the sale of a portion of equity interests, the difference between the consideration received and the carrying amount of the portions transferred is recognised directly as an increase in equity. In the FS Group, since business combinations under common control are not covered by IFRS 3 or other standards, are recognised in accordance with IAS 8 in order to reliably and fairly present the transaction in accordance with OPI 1 (Assirevi’s preliminary guidance on the IFRS). The reporting date of the financial statements of subsidiaries, joint arrangements and associates included in the consolidation scope is 31 December, which is the reporting date of the consolidated financial statements. These financial statements have been specifically prepared and approved by the Boards of Directors of each company and duly adjusted, where necessary, to comply with the accounting policies of the FS Italiane Group. Subsidiaries have been consolidated as follows: • the assets and liabilities, income and expense of these companies are consolidated on a line-by-line basis, allocating, where necessary, the relevant portion of equity and profit or loss for the year to non-controlling interests. Equity and profit or loss for the year attributable to non-controlling interests are presented separately in consolidated equity and the consolidated income statement; • business combinations of entities not under common control, whereby control of an entity is acquired, are recognised using the purchase method. The acquisition cost is the acquisition-date fair value of transferred assets, liabilities assumed and equity instruments issued. Identifiable acquired assets and identifiable assumed liabilities are recognised at their acquisition-date fair value. If positive, the difference between the acquisition cost and the fair value of identifiable acquired assets and identifiable assumed liabilities is recognised under intangible assets as

goodwill; if negative, after having remeasured the fair values of the above assets and liabilities and the acquisition cost, said difference is recognised directly in profit or loss, as income. When the fair value of the identifiable acquired assets and identifiable assumed liabilities assets can only be determined provisionally, the business combination is recognised using such provisional amounts. Any adjustments related to the completion of the measurement process are recognised within twelve months of the acquisition date, recalculating comparative figures; • profits and losses, including the related tax effects, from transactions among consolidated companies and not yet realised with third parties, are eliminated, except for unrealised losses when the transaction reflects an impairment loss on the transferred asset. Assets and liabilities and costs and revenue are also eliminated, as well as financial income and expense; • with respect to the acquisition of non-controlling interests in companies already controlled, any difference between the acquisition cost and the related portion of the acquiree’s equity is recognised in equity. All subsidiaries are consolidated from the date the Group acquires control and are excluded from the consolidation scope on the date the Group no longer retains control. Non-operating companies are also excluded from consolidation. Please refer to Appendix 4 for the list of unconsolidated companies. ii) Joint arrangements and associates Joint arrangements can be classified as joint operations or joint ventures based on the underlying rights and contractual obligations. Specifically: (i) a joint operation is a joint arrangement whereby the parties have rights to the assets, and obligations for the liabilities, relating to the arrangement. In this case, individual assets and liabilities and the related costs and revenue are recognised in the financial statements of the parties based on their individual rights and obligations, regardless of the interest held; (ii) a joint venture is a joint arrangement whereby the parties have rights to the net assets of the arrangement. Associates are those companies over which the FS Italiane Group exercises significant influence, being the power to govern the financial and operating policies of the investee, without having control or joint control thereof. When assessing the existence of significant influence, potential substantive voting rights are considered. Interests in joint ventures and associates are initially recognised at cost and subsequently measured using the equity method, whereby: • the carrying amounts of interests in joint ventures and associates is aligned to their equity, adjusted, where Consolidated Financial Statements at 31 december 2025

317

necessary, to comply with the accounting policies of the FS Italiane Group; it includes the greater amounts allocated to assets and liabilities and goodwill, if any, identified upon acquisition; • the associates’ profits or losses attributable to the FS Italiane Group are recognised from the date significant influence begins to the moment it ceases, while those of joint ventures from the date the rights to the net assets of the arrangement begin to the moment they cease. If, because of the losses incurred, the companies have a net deficit, the carrying amount of the investment is eliminated and any excess amount pertaining to the FS Italiane Group, where the latter is committed to fulfil the investee’s legal or constructive obligations, or to cover their losses, is recognised in a specific provision. The statement of comprehensive income items of equityaccounted investees are recognised in specific equity reserves; • unrealised profits and losses on transactions between the parent/subsidiaries and the equity-accounted investee are eliminated based on the amount of the interest held by the FS Italiane Group in the investee. Unrealised losses are eliminated, except for impairment losses. Interests in joint operations are accounted for by recognising the assets/liabilities and the costs/revenue related to the arrangement based on the relevant rights/ obligations, regardless of the interest held. Subsidiaries, joint arrangements and associates, whose consolidation or recognition in the consolidated financial statements using the equity method does not generate significant effects on the Group’s financial position and results of operations, are excluded from the consolidation scope and recognised at fair value, where available, or at cost, net of any impairment losses. 4. COMPARABILITY OF DATA REPORTED FOR THE PREVIOUS FINANCIAL YEAR 4.1 Changes in the allocation of companies in operating segments The Board of Directors’ meeting of Ferrovie dello Stato Italiane SpA held on 21 March 2025 approved the issuance of the new Group Governance Model in accordance with the FS Group Rules, establishing a new organisational structure which aims to transition from a mixed approach (carrying out management and coordination both on a participatory basis and on a contractual basis) to a “vertical” structure only on a participatory basis for the performance of management and coordination activities within the Group. The structure provides for the identification of the 318

Ferrovie dello Stato Italiane Group

following Business Units (BUs): i. Infrastructure – Railways BU with Rete Ferroviaria Italiana SpA as “Business Unit Lead Company”; ii. Infrastructure – Roads BU with Anas SpA as “Business Unit Lead Company”; iii. Transport – Freight with FS Logistix SpA SpA as “Business Unit Lead Company”; iv. Transport - International Passengers BU with FS International SpA as “Business Unit Lead Company”; v. Transport – Passengers BU with Trenitalia SpA as “Business Unit Lead Company”. In compliance with the regulations in force and without prejudice to the full operational, organisational and risk management autonomy of the direct and indirect subsidiaries, Ferrovie dello Stato Italiane SpA performs functions of strategic guidance, supervision and implementation and financial coordination of the common business design of the Group, and carries out management and coordination activities with respect to the BU Lead Companies and of the other Companies that are directly controlled by Ferrovie dello Stato Italiane SpA. Each BU Lead Company carries out technical and operational coordination and control over its subsidiaries. To align the organisational structure of the FS Group with the new Governance Model, aimed at achieving the key objectives of the FS Group’s Strategic Plan, the following major extraordinary transactions were carried out in 2025: • On 6 May 2025, the Extraordinary Shareholders’ Meeting of Trenitalia SpA approved a capital increase from €1,607 million to €1,655 million through the parent company FS SpA’s contribution of the entire investment held in Busitalia Sita Nord Srl, equal to 100% of the related quota capital; • On 8 May 2025, the Extraordinary Shareholders’ Meeting of RFI SpA approved a capital increase from €31,528 million to €31,536 million through the parent company FS SpA’s contribution of the entire investment held in FS Engineering SpA (formerly Italferr SpA), equal to 100% of the related share capital; • On 23 October 2025, with effective date from 1 November, the deed of partial demerger of Trenitalia in favour of FS International was signed through the assignment of the International Business Unit, consisting, among other things, of the investments held in ILSA, Trenitalia France, FS Group Advisory Limited (formerly Trenitalia UK), Qbuzz/QMS, Netinera, and Hellenic Train. 4.2 Change in consolidation scope In the implementation of the resolution passed by the extraordinary shareholders’ meeting of Tunnel Ferroviario del Brennero SpA held on 11 December 2024,

concerning the 16th capital increase totalling €200 million, RFI SpA made the following capital contributions during the period:

Consequently, the company was not yet operational as at 31 December 2025, and is therefore excluded from the scope of consolidation.

• €136 million on 10 January 2025, in relation to the first tranche of €150 million, also exercising, on 31 January 2025, the option right on the remaining unopted shares for a total of €4 million; • €46 million on 20 March 2025, in connection with the second tranche of €50 million, exercising, on 31 March 2025, the option right on the remaining unopted shares for €1 million. On 29 October 2025, the company’s extraordinary shareholders’ meeting also resolved to increase, in one or more tranches and on a divisible basis, the share capital from €1,615,790,910 to a maximum of €1,799,290,910, through the issuance of up to 183,500,000 new ordinary shares with a par value of €1.00, to be executed by 31 December 2026. On 19 December 2025, Rete Ferroviaria Italiana SpA announced the subscription of its allotted shares, amounting to 91,256,000 ordinary shares with a par value of €1.00 each. As a result of the transactions described above, and the failure by two shareholders to subscribe to their respective shares, the FS Group now holds a 91.38% stake in the share capital.

On 1 September 2025, FS Logistix SpA acquired from Lineas Group NV, for the amount of €1.5 million, a 30% stake in Modalink BV, the company responsible for operating the Mainhub Terminal in Antwerp. As at 31 December 2025, the company was consolidated by using the equity method.

On 17 January 2025, the resolution to revoke the status of liquidation of Sita SpA was filed with the Register of Companies, with effect from 18 March 2025. As of that date, the company was therefore included in the Group’s scope of consolidation. On 15 April 2025, there was the completion of the sale of the equity investments held by Anas SpA in the concessionaire companies Concessioni Autostradali Venete – CAV, Autostrada Asti – Cuneo, Società Italiana per Azioni per il Traforo del Monte Bianco – SITMB, and Società Italiana Traforo Autostradale del Fréjus – SITAF. During the first half of 2025, the German companies HSL Swiss and HSL Austria, which are part of the Exploris Group, were put into liquidation, and were therefore removed from the scope of consolidation. On 16 June 2025, the deed of merger of Grandi Stazioni Immobiliare SpA by incorporation into FS Sistemi Urbani SpA was signed with statutory, accounting, and tax effects from 1 July 2025. With the aim of optimising the Group’s energy supply, the company FS Energy SpA (a wholly-owned subsidiary of Ferrovie dello Stato Italiane SpA) was established on 17 July. Furthermore, on 18 December 2025, the deed of partial demerger of Rete Ferroviaria Italiana SpA was signed in favour of FS Energy SpA, with legal, accounting, and tax effects set on 1 January 2026.

On 17 September 2025, the Serbian company Laenderbahn SEE d.o.o. Beograd (a wholly-owned subsidiary of Die Länderbahn GmbH) was incorporated with its registered office in Belgrade. On 25 November 2025, Mercitalia Rail Srl established the NewCo Rosco Carri Srl, a company whose purpose is the purchase, sale, leasing, construction, and maintenance of railway rolling stock; the company was not yet operational as at 31 December 2025, and is therefore excluded from the scope of consolidation. On 22 December 2025, Infrarail Srl acquired 100% of the quotas of Mazzucchelli Srl, a company with extensive experience in the construction, road, and railway sectors, whose core activities include railway maintenance (trackside facilities, along the tracks, and on active tracks). The acquisition price is €1.5 million, and its consolidation from 2026 will not have any significant impact on the Ferrovie dello Stato Italiane Group’s consolidated financial statements. It should be noted that the changes in income statement figures, as commented on in the following notes to the financial statements, are to be considered net of the amounts shown in the “Change in consolidation scope” column, which highlights the effects through profit or loss for the period related to the deconsolidation of Ferrovie del Sud Est Srl as from 5 August 2024, and to the aforementioned sale of the equity investments held by Anas SpA in the concessionaire companies, which was completed on 15 April 2025. 5. TRANSLATION OF FOREIGN OPERATIONS’ FINANCIAL STATEMENTS The financial statements of subsidiaries, joint arrangements and associates have been prepared using their functional currency, being the currency of the primary economic environment in which they operate. Foreign operations’ financial statements expressed in a functional currency other than the Euro are translated as follows: • assets and liabilities are translated using closing rates; • goodwill and fair value adjustments related to the Consolidated Financial Statements at 31 december 2025

319

acquisition of a foreign operation are considered as assets and liabilities of the foreign operation and translated using closing rates; • revenue and expense are translated at the average exchange rate of the year; • the translation reserve, recognised under consolidated equity captions, includes both exchange gains and losses arising from the translation of amounts, using rates other than closing

rates, and those arising from the translation of opening equity applying a rate other than the closing rate. This reserve is released to profit or loss when the related equity investment is sold. The following exchange rates were applied to translate the financial statements of foreign operations prepared in a functional currency other than the Euro:

Average exchange rate for the financial year ended 31 December Euros

2025

2024

2025

2024

Swiss franc

0.94

0.95

0.93

0.94

Pound sterling

0.86

0.85

0.87

0.83

Danish krone

7.46

7.47

7.46

Swedish krona

11.06

11.43

10.82

11.46

Serbian dinar

117.20

117.08

117.31

116.80

Saudi riyal

4.23

4.06

4.41

3.90

Czech Koruna

24.68

25.12

24.24

25.19

Romanian Leu

5.04

4.97

5.10

4.97

Polish Zloty

4.24

4.31

4.22

4.28

Turkish lira

44.36

35.50

50.48

36.74

Translation of foreign currency amounts Any transactions in a currency other than the functional currency are recognised at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in a currency other than the Euro are subsequently adjusted at the closing rate.

320

Closing rate at 31 December

Ferrovie dello Stato Italiane Group

Non-monetary assets and liabilities denominated in a currency other than the Euro are recognised at historical cost using the exchange rate prevailing at the date of initial recognition. Exchange differences are taken to profit or loss.

6. ACCOUNTING POLICIES The relevant information on accounting standards and policies applied to the preparation of these consolidated financial statements is provided below. Property, plant and equipment General criteria Property, plant and equipment are recognised at purchase or production cost, net of accumulated Class

depreciation and impairment losses, if any. Depreciation is charged on a monthly straight-line basis using rates that reflect the assets’ useful life. When the depreciable asset comprises separately identifiable items with a useful life that is significantly different from that of the other items comprising the asset, depreciation is charged separately using the component approach. In application of this criterion, rolling stock was broken down into similar clusters based on the relevant technology level.

Depreciation rate

Useful life

- Components to be reconditioned

20%

5 years

- Wearing components

20%

5 years

- Restyling/Safety of driving material

12½ years

- Restyling/Safety of hauled stock/Full train

10%

10 years

- Base component

3.3% - 4.3%

23-30 years

- Capitalised second-level maintenance

20%-33%

3-5 years

5.5%

18 years

Rolling stock

- Value increasing maintenance (large revamping interventions)

Rete Ferroviaria Italiana - RFI SpA’s calculation of depreciation of property, plant and equipment Depreciation is calculated on a straight-line basis at variable rates based on train-km production volumes (in compliance with Article 1, paragraph 87, of Law no. 266 of 23 December 2005). Specifically, depreciation is calculated by applying the ratio of quantities generated in the year to total production expected throughout the Concession term to the depreciable cost of the infrastructure at the reporting date. In relation to the infrastructure, the circumstance in which future investments limited to those which guarantee a sufficient efficiency and security level of the infrastructure equal to that of the current year (maintenance and renewals), are

considered when determining the infrastructure’s total production capacity, as they are fully covered by grants and are fully financed by the government. Consequently, they contribute to confirming the infrastructure’s current production over the term of the concession, its useful life, and because of this profile, have an impact on the calculation of the depreciation rate. Property, plant and equipment which, together with intangible assets and investment property, make up the railway infrastructure, comprise seven lines as shown in the table below. For each line, RFI SpA uses the number of train-km actually sold during the year and resulting from the company’s specific monitoring system, as the indicator of the quantity generated during the year.

Consolidated Financial Statements at 31 december 2025

321

The depreciation rates applied in 2025 and 2024 are as follows: Performance indicator Line

2025

2024

HS/HC NETWORK

2.66%

2.54%

Po Plain line and international transits

2.57%

2.45%

North Tyrrhenian line and branch lines

2.37%

2.32%

Backbone and branch lines

2.41%

2.33%

South Tyrrhenian line

2.38%

2.31%

Adriatic line and Apennines lines

2.57%

2.62%

Secondary network

2.50%

Traditional network

The useful life of property, plant and equipment and their residual value are updated, where necessary, at least at each reporting date. Land is depreciated to the extent related to site reclamation costs. Property, plant and equipment are derecognised when they are

sold or when no future economic benefit is expected to arise from use; any gain or loss (calculated as the difference between the sale price, less costs to sell, and the carrying amount) is recognised in profit or loss in the year the asset is derecognised.

The depreciation rates used by the FS Italiane Group for the other categories of property, plant and equipment are as follows: Class Land and Building

2% - 20%

Plant and machinery

5% - 10%

Industrial and commercial equipment

8% - 25%

Other assets

8% - 25%

Leased assets At the inception date of the lease and, subsequently, the Group reassesses whether a contract is, or contains, a lease only if the terms and conditions of the contract are changed, recognising the right-of-use asset (Right of Use or RoU) and the lease liability in accordance with IFRS 16. The right-of-use asset is depreciated on a straight-line basis over the entire term of the contract, unless the contract provides for the transfer of ownership at the end of the lease or the cost of the lease reflects the fact that the purchase option will be exercised. If the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are calculated using the same depreciation requirements as those for the relevant intangible assets or property, plant and equipment. The Group does not recognise right-of-use assets and lease liabilities for short-term leases (i.e., those with a term of 12 months or less) or leases for low-value assets (i.e., assets that, when new, are equal to €10,000 or less. The Group recognises the lease payments associated with these types of leases as an expense on 322

Depreciation rate

Ferrovie dello Stato Italiane Group

either a straight-line basis over the lease term or another systematic basis if that basis is more representative of the pattern of the lessee’s benefit. With regard to leases signed before 1 January 2019 (the FS Italiane Group’s initial application date for IFRS 16 Leases, in accordance with the requirements of the standard), the Group has decided to adopt the practical expedient provided for in the transitional provisions of the standard. Investment property Investment property is property held to earn rentals and/or for capital appreciation rather than for sale in the ordinary course of business. Furthermore, investment property is not used in the production or supply of goods or services or for administrative purposes. The accounting policies applied to recognise this caption comply with those applied to “Property, plant and equipment” described earlier. When a development project for the future sale of a property begins, the property is reclassified to inventories following its change in use. The carrying amount at the date of change in use is the property’s cost for subsequent accounting under inventories and depreciation ceases.

Intangible assets Intangible assets are identifiable, non-monetary assets without physical substance, that can be controlled and can generate future economic benefits. They are recognised at purchase and/or production cost, including any directly-attributable expenses incurred to make the asset available for use, net of accumulated amortisation (except for intangible assets with an indefinite useful life) and impairment losses, if any. Interest expense, if any, that accrues during and for the Class Development costs Industrial patent and intellectual property rights

development of intangible assets, is considered part of the purchase cost. Profits and losses arising from the disposal of an intangible asset are determined as the difference between the value of disposal, net of selling costs, and the carrying amount of the asset, and are recognised in the income statement at the time of disposal. Amortisation begins when the asset is available for use and is charged on a straight-line basis over its estimated useful life. Amortisation rates and useful lives are as follows: Amortisation rate 20% 20% - 33%

Concessions, licences, trademarks and similar rights

20%

Concession rights

Others

Goodwill Goodwill consists of the difference between the cost incurred to acquire a business, and the fair value of the related identifiable assets and liabilities acquired at the time of acquisition. Goodwill is classified as an intangible asset with an indefinite useful life and, therefore, is not subject to systematic amortisation but rather to at least an annual assessment to identify any impairment loss (Impairment test). Reversal of an impairment loss on goodwill is not permitted in the event of a prior writedown for impairment losses. For the purposes of conducting the impairment test, goodwill acquired in a business combination is allocated to individual Cash Generating Units (CGUs) or groups of CGUs that are expected to benefit from the synergies of the combination, in line with the lowest level at which such goodwill is monitored within the Company. Service concession arrangements Service concession arrangements, where the grantor is a public sector entity and the operator is a private sector entity (public-to-private) fall under the scope of IFRIC 12 only when the requirements for service regulation and control of the residual interest are met. This interpretation is applied when the infrastructure is essential to provide the public with services and the arrangement establishes that the grantor: • controls or regulates what services the operator must provide with the infrastructure, to whom it must provide them, and at what price; and • controls - through ownership or otherwise - any significant residual interest in the infrastructure at the end of the term of the arrangement. For concessions managed by Anas and RFI (for the Umbra, Udine-Cividale, and Turin-Ceres concession lines), the Group does not recognise infrastructure among Property, plant, and equipment but instead recognises

8% - 25%

the financial asset at fair value when its construction or upgrade generate an unconditional contractual right to receive cash from or at the direction of the grantor and the grantor has little, if any, discretion to avoid payment. The operator recognises revenue and costs in line with the contractual terms and the stage of completion. Revenue from the prices paid by users continues to be recognised in line with that set out in the subsequent paragraph on revenue recognition. Impairment losses on intangible assets and property, plant and equipment For the purpose of impairment testing, when the recoverable amount of an individual asset cannot be calculated, the Group identifies the smallest group of assets that generates cash inflows largely independent of those from other assets or groups of assets (CGUs). Within the Group, CGUs have been identified as the normal perspective for Management’s analysis of earnings, operations and control of business performance. As a rule, the net invested capital of each subsidiary consists of a single CGU. a) Intangible assets and property, plant and equipment with a finite useful life At each reporting date, a test is carried out to check if there is any indicator (internal and/or external) which suggests that property, plant and equipment and intangible assets have reported an impairment loss. If any such indicator exists, the Group estimates the recoverable amount of the asset, recognising the impairment loss in profit or loss. b) Goodwill and intangible assets not yet available for use The recoverable amount of goodwill and intangible assets not yet available for use is tested for impairment every year or more frequently if there is an indication that the asset may be impaired. Consolidated Financial Statements at 31 december 2025

323

Financial instruments Classification and measurement of trade receivables, current assets and financial assets The Group’s financial assets are classified and measured considering both the business model used to manage such assets and the characteristics of their cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling financial assets or both. The Group performs SPPI (Solely Payment of Principal and Interest) tests on each instrument to determine whether these contractual cash flows are solely payments of principal and interest (in which case the SPPI test is passed). Financial assets are classified in one of the following categories at initial recognition: a. at amortised cost (AC): in this category, financial instruments are initially recognised at fair value, inclusive of transaction costs, and subsequently measured at amortised cost. Interest, calculated using the effect interest method, impairment losses (impairment gains), exchange gains (losses) and gains (losses) on derecognition are recognised in profit or loss; b. at fair value through other comprehensive income (FVOCI): in this category, the financial assets are initially measured at fair value, inclusive of transaction costs. Interest (calculated using the effect interest method), impairment losses (impairment gains), exchange gains (losses) and gains (losses) on derecognition are recognised in profit or loss. Other fair value gains or losses are recognised in OCI. Upon derecognition, all cumulative gains or losses previously recognised in OCI will be reclassified to profit or loss; c. at fair value through profit or loss (FVTPL): in this category, financial instruments are initially and subsequently measured at fair value. Transaction costs and fair value gains and losses are recognised in profit or loss. With regard to other current assets for each class of financial assets and liabilities, the fair value of the class of financial assets and liabilities is disclosed so that it can be compared with its carrying amount. However, fair value may not be disclosed, in compliance with paragraph 29 of IFRS 7, for the following cases: when the carrying amount is a reasonable approximation of fair value (e.g., for cash and cash equivalents, receivables, and short-term trade payables), a contract that contains a discretionary participation feature (as described in IFRS 17 Insurance Contracts), when the fair value of that feature cannot be measured reliably, or for lease liabilities. Classification and measurement of loans and borrowings, trade payables and other financial liabilities Loans and borrowings, trade payables and other 324

Ferrovie dello Stato Italiane Group

financial liabilities are initially recognised at fair value, net of directly- attributable costs, and are subsequently measured at amortised cost, applying the effective interest method. When there is a change in the estimated expected cash flows, the carrying amount of the liabilities is recalculated to reflect this change on the basis of the present value of the new expected cash flows and of the effective internal rate as initially determined. Loans and borrowings, trade receivables and other financial liabilities are classified under current liabilities, except for those with a contractual term of more than twelve months after the reporting date and those for which the Group has an unconditional right to defer their settlement for at least twelve months after the reporting date. Loans and borrowings, trade receivables and other financial liabilities are derecognised when repaid and when the Group has transferred all risks and charges related to the instrument. Classification and measurement of derivatives The Group has opted to continue applying hedge accounting to derivatives, as permitted by IAS 39 until the IASB completes the macro-hedging project to simplify the accounting treatment of hedges. The Group uses derivatives as part of its hedging strategies to mitigate the risk of fair value gains or losses on recognised assets or liabilities or firm commitments (fair value hedges) or changes in cash flows expected from firm commitments or highly probable transactions (cash flow hedges). The effectiveness of hedges is documented and tested since the inception of the transaction which is periodically (at least at each annual or interim reporting date) measured by comparing the fair value gains or losses on the hedge to those on the hedged item (dollar offset ratio) or, with respect to more complex financial instruments, which to date are not used by the Group, through statistical analyses based on risk changes. Subsequent measurement: impairment losses The Group applies the expected credit loss (ECL) model to determine impairment losses. Loss allowances are measured using the general deterioration method and the simplified approach. When the general deterioration method applies, financial instruments are classified into three stages based on the deterioration of credit quality between initial recognition and the measurement date. In order to identify the methodological approach to be applied to the assets that are in the scope of the impairment requirements and, specifically, the correct probability of default, the Group defined a conventional cluster segmentation based on counterparty and credit risk: • Public Administration: all loans and receivables with the government, regions, provinces, municipalities, the EU or related bodies;

• IntraGroup: all intercompany loans and receivables; • Deposits: all deposits with banks; • Amounts from third parties: loans and receivables other than those above, with non-financial companies, producers and consumers. Furthermore, the Group opted to apply the low credit risk exemption allowed by IFRS 9 to assets other than trade receivables with Investment Grade rating between AAA and BBB-. Accordingly, there is no stage allocation: in fact, these assets are directly allocated to Stage 1 with a one-year provision. The impairment of financial assets is calculated based on public providers’ information to determine the probability of default (PD), applying a loss given default which is in line with the scenario analysed as part of the most comparable competitors and considering the supervisory bodies’ recommendations for entities with listed financial instruments. The exposure at default usually coincides with the carrying amount of the financial asset, except when lifetime ECL apply, in which case the repayment plan and instalments of the loan asset at the maturity dates are considered. The impairment model developed, in line with the requirements of IFRS 9, is based on the following risk parameters: • Probability of Default: the PD estimate is derived by matching the Standard & Poor’s rating class and the various types of counterparties against the public PD matrices provided by the major credit rating agencies (ECAI). Probability of default is then added to by a macroeconomic scalar to incorporate forwardlooking information regarding the PD risk parameter; • Exposure at Default: EAD is conventionally defined as the gross nominal value of the financial asset as at the valuation date; • Loss Given Default: the LGD value is applied uniformly across all time horizons, except in cases where an internal LGD model allows for the modification of this default value. Fair value measurement The fair value of instruments not quoted on an active market is determined using financial valuation techniques: specifically, the fair value of interest rate swaps is measured by discounting expected cash flows, while that of currency forwards considers closing rates and the expected differentials of the relevant currencies. Financial assets and financial liabilities measured at fair value are classified using the following three levels of the fair value hierarchy, based on the relevance of the inputs used to determine fair value. Specifically: • Level 1: financial assets and financial liabilities whose fair value is calculated based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date; • Level 2: financial assets and financial liabilities

whose fair value is calculated based on inputs other than quoted prices included within Level 1 that are observable directly or indirectly; • Level 3: financial assets and financial liabilities whose fair value is calculated based on unobservable inputs. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and available bank deposits and any other forms of short-term investment, with an initial maturity of three months or less, net of impairment losses calculated in accordance with IFRS 9. At the reporting date, current account overdrafts are classified in the consolidated statement of financial position as loans and borrowings under current liabilities. Inventories Inventories are recognised at the lower of purchase and/or production cost and net realisable value. Cost is calculated using the weighted average cost method. This item also includes: • Properties held for trading are recognised at the lower of purchase cost and fair value, calculated by an independent appraiser. They are recognised net of the allowance for inventory write-down, while costs that enhance the assets are capitalised. The write-down is reversed in subsequent years if the reasons therefor cease to exist. • White Certificates (also known as TEEs - Energy Efficiency Certificates) recognised by Gestore dei Servizi Energetici (GSE) against the achievement of energy savings through the application of efficient technologies and systems. In the period of time between the time when the right to the title is acquired by providing the service and the time when the TEEs are actually disbursed as a result of the certification process on the part of GSE, revenues from TEEs are recognised on an accruals basis - and recorded among inventories until their subsequent sale - based on the best estimate of the number of expected TEEs, in proportion to the actual or estimated future savings in Tons of Oil Equivalent (“TOE”). They are valued at the weighted average market value for the energy year (as defined by the energy services operator) available on the reporting date. When the sale is then actually realised, any adjustment from the best estimate made is recognised. Employee benefits Short-term benefits comprise wages, salaries, related social security contributions, holidays paid and incentives paid out in the form of bonuses payable in the twelve months after the reporting date. These benefits are accounted for as personnel expense components in the period in which the employees provide their service.

Consolidated Financial Statements at 31 december 2025

325

Post-employment benefits and other employee benefits The companies of the FS Italiane Group have both defined benefit and defined contribution plans in place. The FS Italiane Group manages a defined benefit plan that consists of post-employment benefits (Italian “TFR”). Italian companies are required to accrue a provision pursuant to article 2120 of the Italian Civil Code, which is treated as deferred remuneration and is based on employees’ duration of service and the remuneration they receive during that time. Starting from 1 January 2007, Law no. 296 of 27 December 2006 (the “2007 Finance Act”) and subsequent decrees and regulations introduced significant amendments to TFR regulations, including the employees’ right to choose to transfer the TFR being accrued either to supplementary pension funds or to the “Treasury Fund” managed by INPS (the Italian Social Security Institute). Consequently, the obligation to INPS and the contributions paid into supplementary pension funds are now treated, pursuant to IAS 19 Employee benefits, as defined contribution plans, while the amounts recognised under post-employment benefits at 1 January 2007 are still treated as defined benefit plans. Some FS Italiane Group companies also have a defined benefit pension plan in place, the “Free Travel Card” (Carta di Libera Circolazione, CLC) that gives current and retired employees and their relatives, the right to use – free of charge or, in some cases, for an admission fee – the trains managed by Trenitalia. Consequently, a provision is recognised which reflects the discounted charge for retired employees entitled to benefits, and the benefits accrued for employees in force to be disbursed at the end of the employment. This provision is determined by an independent actuary by using the projected unit credit method. Actuarial gains and losses are fully recognised in equity in the relevant year, taking account of the related deferred tax effect. The same accounting treatment is applied to the Free Travel Card benefits and the effects arising from actuarial gains and losses as for post-employment benefits. Provisions for risks and charges Provisions for risks and charges are recognised to cover specific liabilities that are certain or probable, but whose amount and/or due date is unknown at the reporting date. A provision is recognised when there is a present obligation (legal or constructive), as a result of a past event, and it is probable that an outflow of resources will be required to settle the obligation. The provisions are stated as the best estimate of the expenditure required to settle the obligation. The discount rate used to determine the present value of the liability reflects current market values and considers the risk specific to each liability. Risks for which a liability is only possible are disclosed in the specific section on contingent liabilities without accruing any provisions.

326

Ferrovie dello Stato Italiane Group

Revenue from contracts with customers Initial recognition and subsequent measurement In accordance with IFRS 15, revenue from contracts with customers is recognised when the performance obligations set forth in the contract are fulfilled and control of the goods and services is then transferred to the customer, in an amount that reflects the consideration the Group expects to receive in exchange for those goods or services. The consideration may include fixed amounts, variable amounts, or both of them; the consideration may vary as a result of, for example, reductions, discounts, refunds (including those for delays/cancellations in the performance of the PO(s)), incentives, rewards, penalties (Variable Consideration). It may also vary upon the occurrence or non-occurrence of a future event. The presence of a variable component may be explicitly provided for in the contract or may be inferred from customary business practices, published policies, specific company statements, or any other facts or circumstances indicating the company’s intention to grant the customer a change on price. The variable component of the consideration is included in the consideration only if it is highly probable that there will not be in the future, when the uncertainty associated with the variable consideration is resolved, a significant downward adjustment to the amount of revenue recognised related to that component. The Group assesses whether the goods or services subject to the performance obligation will be transferred to the customer over a period of time or at a point in time: • Revenues from sales of goods, are recognised at the time when control of the good is transferred to the buyer (at a point in time); • Revenue from services is recognised based on the inputs used to satisfy the obligation up to the reporting date, compared to the total inputs assumed to satisfy the entire obligation. When the inputs are distributed consistently over time, the Group recognises the corresponding revenue on a straightline basis. In some circumstances, when the Group is unable to reasonably measure the outcome of a performance obligation, revenue is recognised only to the extent of the costs incurred. Since the customer makes use of the benefits concurrently with the transfer of the benefits and the cost incurred provides a true view of the percentage of completion of the service, revenue recognition takes place over a period of time and the evaluation of progress is done using the input-based method (cost-to-cost method). In cases where the contractual mechanism includes: • a variable amount (e.g., discounts, refunds), the amount of consideration to which it is expected to be entitled is estimated by using the expected value or most probable amount method; • a significant financial component, revenue is adjusted unless there is a time period of less than 12 months between the time of transfer of the good/service and the time of payment;

• costs of obtaining and fulfilling the contract (e.g., sales commissions), such costs are capitalised only when they are directly related to the contract, allow new and increased resources for future fulfilment, and are expected to be recovered. The nature and timing of performance obligations and the significant terms for the satisfaction of performance obligations are summarised below for the Group’s main contracts with customers. a) Revenue from transport services Revenue from transport services arises from passenger and freight transport in Italy and abroad. This caption includes revenue from commercial services (e.g., high speed services) and public service contract fees (MIT, the Regions, etc.). Revenue from rail/road transport services is governed by the General terms of transport applicable to several types of services. The contract with customers generally coincides with their ticket which also grants access to a number of services (e.g., transport, lounge, complementary drink, wi-fi, etc.). These services are considered as a single performance obligation which customers may benefit from, except for reward points. Revenue from freight services, both rail and road, are on the other hand governed by specific contracts with the customer usually with forecasts for delivery of goods free at destination. Freight transport services are governed by standard contracts which substantially provide for the obligation to transport the goods to destination. Revenue is recognised from the moment the customer starts using the service. In the case of partial services (delays, cancellations, etc.), the current terms and conditions provide for reimbursements and bonuses which are recognised as a direct adjustment to revenue. During the year, the Group companies offer discounts and promotions to enhance customer loyalty. Reward points, which entitle customers to buy the Group’s products in the future, qualify as a performance obligation and their amount has never been significant. Revenue is recognised as the reward points are redeemed or expired. Because of the nature of the business, amounts are collected in advance. However, the timing of this advance does not have a significant impact. Since customers enjoy the benefits at the time of their transfer, revenue is recognised over time for all performance obligations identified above. Revenue from the rail transport services governed by the long-term service contracts signed with the regions, autonomous provinces and the ministries (MIT and MEF) for local and national rail transport services covered by a public service arrangement, and also includes regional services and day and night intercity trains. Each year, for all Service Contracts, deviations are calculated between the projected net result reported in the economic and financial plan (EFP) and the net

result in the preliminary results. These deviations, quantified for each contract, are stated as a debit or credit of the Group against the counterparties. In fact, Service Contracts provide for the Group’s right to have the EFP rebalanced at the end of the relevant contract term, or in intermediate periods in advance in case of agreements with the counterparty itself. The difference between the EFP net result and the estimated final net result is calculated on homogeneous data, revised by the Group in order to take into account any non-recurring, which were not provided for in the EFP. Adjustments to receivables/payables arising from discussions with counterparties are recognised as revenue in the year in which the information becomes available. The transport services are performance obligations. Revenue is recognised on an accruals basis in accordance with the contract. If the contractually-agreed services are not provided in the agreed quantities (e.g., cancellations), the contract provides for adjustments to the consideration. It also provides for penalties when quality targets (delays, cleanliness, etc.) are not met. In this respect, an estimate is made and an accrual is recognised in the risk provision to be used when the adjustments are finalised. Since customers enjoy the benefits at the time of their transfer, revenue is recognised over time. b) Revenue from infrastructure services Revenue from infrastructure services related to the rail/ road/motorway infrastructure arises from management of this infrastructure. This caption includes revenue from fees, service concession arrangements and, to a lesser extent, revenue from ferrying services. This is the amount paid by railway companies to use the train paths necessary to carry out the long and short haul domestic passenger rail transport and for freight transport. Therefore, only one performance obligation exists. Revenue is recognised over time based on contract amounts; every quarter, it is adjusted to reflect the actual number of trains in operation. This figure is calculated for each train by pricing the train paths under the contract and those actually used by each railway company. With respect to road infrastructure, the fees for the construction, maintenance, and operation of roads and motorways are regulated by the Programme Contract. Infrastructure operation is organised into plans for nonroutine maintenance/construction of new works, and routine maintenance; individual performance obligations, consisting of new works or the execution of non-routine maintenance, are measured based on the progress of the activities, as provided for in the contract itself. The transaction price is the amount of fees expected to be received in exchange for the transfer of the infrastructure covered by the contract to the customer/State. The revenue is recognised over time.

Consolidated Financial Statements at 31 december 2025

327

Government grants Government grants, when formally assigned and, in any case, when the right to their disbursement is deemed definitive as it is reasonably certain that the FS Italiane Group will comply with any conditions attached to the grant and that the grants will be received, are recognised on an accruals basis in direct correlation with the costs incurred. a) Grants related to assets They refer to amounts paid by the government and other public authorities to the FS Italiane Group for the implementation of initiatives aimed at the construction, reconditioning and expansion of property, plant and equipment. They are recognised as a direct reduction in the cost of the assets to which they refer and decrease the depreciation rates. b) Grants related to income They refer to amounts paid by the government or other public authorities to the FS Group to offset costs and charges incurred. They are recognised under “Revenue from sales and services” and “Other income”, as a positive component of income. Dividends Dividends from investee companies, which are not included in the scope of consolidation, are recognised in profit or loss when the shareholders’ right to receive payment thereof arises. The latter usually coincides with the shareholders’ resolution approving dividend distribution. Dividends received from investments in associates and joint ventures are accounted for as an adjustment to the carrying value of the investment. Dividends distributed to FS Italiane SpA’s shareholders are presented as a change in equity and recognised under liabilities when their distribution is approved by the shareholders. Income taxes Current taxes are calculated based on estimated taxable profit and in accordance with ruling tax legislation of the FS Group’s companies. Deferred tax assets, related to prior tax losses, are recognised when it is probable that future taxable profit will be available against which these losses can be recovered. Deferred tax assets and liabilities are calculated using the tax rates that are expected to be applied in the years in which the differences will be realised or settled. Deferred tax assets and liabilities are offset when they are levied by the same tax authorities, there is a legally enforceable right to set off the recognised amounts and settlement on a net basis is expected. Deferred tax assets and liabilities are shown separately in case of different timing of realisation of the underlying assets to which they relate. Taxes other than income taxes, such as indirect taxes 328

Ferrovie dello Stato Italiane Group

and duties, are included in profit or loss under “Other operating costs”. New standards First-time adoption of standards, amendments and interpretations The following new standards are effective for annual periods beginning on after 1 January 2025. Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability On 15 August 2023, the IASB published the amendment to IAS 21 with the aim of specifying when a currency is exchangeable into another currency, how to determine the exchange rate when a currency is not exchangeable into another currency, and in the latter case the disclosures to be made. The application of the aforementioned changes has not had any impact on these financial statements. Accounting standards, amendments and interpretations endorsed by the European Union but not yet applied Amendments to the Classification and Measurement of Financial Instruments - In May 2024, the IASB published the document which made amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. In detail, the IASB amended the requirements: (i) to clarify the recognition and derecognition dates for certain financial assets and liabilities, with a new exception provided for certain financial liabilities settled through an electronic money transfer system; (ii) to clarify and add further guidance on assessing whether a financial asset meets the “solely payments of principal and interest” (SPPI) criterion; (iii) to add new disclosures for certain instruments with contractual terms that may modify cash flows (for example, certain financial instruments with features linked to the achievement of environmental, social, and governance objectives); and (iv) to update disclosures regarding equity instruments measured at fair value through other comprehensive income (FVOCI). The amendments shall apply from 1 January 2026, and an assessment of any impact their application might have on the financial statements is underway. Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity were issued in December 2024. The amendments aim to improve the financial reporting of certain contracts for the purchase or sale of electricity from renewable sources (e.g., wind and solar energy). Such contracts involve exposure to the variability of the underlying quantity of electricity because the source of its generation depends on uncontrollable natural conditions (e.g., weather conditions). This category includes both certain contracts for the purchase or sale of electricity from renewable

sources, often structured as long-term agreements (i.e., physical Power Purchase Agreements, PPAs), and financial instruments that reference this type of electricity (i.e., Virtual Power Purchase Agreements, VPPAs). The amendments shall apply from 1 January 2026, and an assessment of any impact their application might have on the financial statements is underway. Annual Improvements Volume 11 were issued in July 2024. The document makes formal amendments and clarifications to certain existing standards. Specifically, the following standards have been amended: (i) “IAS 7 – Cost method”: the amendment removes the term “cost method”, which is no longer defined in the IFRS; (ii) “IFRS 9 – Lessee derecognition of lease liabilities”: the amendment resolves a potential lack of clarity regarding how a lessee accounts for the derecognition of a lease liability, clarifying that any resulting gain or loss must be recognised in the income statement; (iii) “IFRS 9 – Transaction price”: the amendment removes the reference, in Appendix A of IFRS 9, to the definition of “transaction price” stated in IFRS 15, given that the term is used in specific paragraphs of IFRS 9 with a meaning not necessarily consistent with the definition of that term in IFRS 15; (iv) “IFRS 7 – Gain or loss on derecognition”: the amendment clarifies potential confusion arising from an obsolete reference to a paragraph that was removed from the standard upon the issuance of “IFRS 13 – Fair Value Measurement”; (v) “IFRS 7 – Disclosure of deferred difference between fair value and transaction price”: the amendment clarifies an inconsistency between the standard and the related application guidance, which arose when an amendment, consequential to the issuance of IFRS 13, was made to the standard, but not to the corresponding paragraph of the implementation guidance; (vi) “IFRS 7 – Introduction and credit risk disclosures”: the amendment resolves potential confusion by clarifying how to apply the relevant implementation guidance and simplifying certain explanations; (vii) “IFRS 10 – Determination of a ‘de facto agent’ ”: the amendment clarifies how an investor must determine whether another entity is acting on its behalf; (viii) “IFRS 1 – Hedge accounting by a first-time adopter”: the amendment improves consistency between the hedge accounting requirements set out in IFRS 9 and IFRS 1. Each of the amendments will be applicable for annual financial periods beginning on or after 1 January 2026, and the potential impact of their application on the Company’s future financial statements is currently being assessed. IFRS 18 Presentation and Disclosure in Financial Statements - In April 2024, the IASB published a new accounting standard, which will replace IAS 1 Presentation of Financial Statements, to improve the reporting of financial performance. IFRS 18 will improve the quality of financial reporting through requirements on: (i) subtotals shown in the income statement; (ii) disclosure of management-defined performance measures;

and (iii) adding new standards for aggregating and disaggregating information. IFRS 18 shall become effective from 1 January 2027, and an assessment of any impact its application may have on the financial statements is underway. Standards, amendments and interpretations not yet endorsed by the European Union For those newly-issued amendments, standards and interpretations that have not completed the process for endorsement by the European Union, but which deal with matters currently or potentially present in the FS Group, the assessment of the possible impacts that their application could determine on the financial statements is underway, taking into consideration the effective date of their effectiveness. In particular, these include: IFRS 19 Subsidiaries without Public Accountability: Disclosures - On 9 May 2024, the IASB issued a new accounting standard to simplify reporting systems and processes for companies, reducing the cost of preparing financial statements of eligible subsidiaries while maintaining the usefulness of those statements to their users. IFRS 19 shall become effective from 1 January 2027, and the potential impact of their application on the Company’s future financial statements is currently being assessed. Amendments to IFRS 19: Subsidiaries without Public Accountability – Disclosures – On 21 August 2025, the IASB published amendments to IFRS 19 to provide for reduced disclosure requirements for accounting standards issued and/or amended between February 2021 and May 2024, as the version published in May 2024 included reduced disclosure requirements for accounting standards published up to February 2021. The IASB will consider amending IFRS 19 whenever an accounting standard is issued or amended. The amendments will become applicable on 1 January 2027, and an assessment is currently underway of any impacts their application may have on the financial statements. Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency: on 13 November 2025, the IASB published amendments to IAS 21 to specify the translation procedures for an entity whose presentation currency is that of a hyperinflationary economy. The entity applies the amendments if its functional currency is that of a non-hyperinflationary economy and it is translating its results into the currency of a hyperinflationary economy, or if it is translating into the currency of a hyperinflationary economy the results of a foreign operation whose functional currency is that of a non-hyperinflationary economy. The amendments will become applicable on 1 January 2027, and an assessment is currently underway of any impacts their application may have on the financial statements. Use of estimates and judgements In preparing the consolidated financial statements, the Consolidated Financial Statements at 31 december 2025

329

directors applied standards and methods, which in some circumstances rely on difficult and subjective valuations and estimates based on past experience, on risks and opportunities, including those related to climate change, and on assumptions that are considered reasonable and realistic at a given time. Therefore, the actual amounts of certain financial statements captions calculated according to the above estimates and assumptions may differ in the future, even materially, from those reported in the consolidated financial statements. The geopolitical environment and the global repercussions arising from ongoing conflicts, as well as the macroeconomic situation and the imposition of tariffs and/or other trade restrictions, could have an impact on the assumptions underlying the estimates provided. The main geopolitical uncertainties stem from the crisis between Russia and Ukraine, and the crisis in the Middle East, including the recent tensions that began on 28 February 2026 with the joint attacks by the United States and Israel against Iran, which also led to the partial closure of the Strait of Hormuz, one of the world’s key energy chokepoints. Estimates and assumptions are reviewed periodically and the effects of any changes are recognised in profit or loss when they affect the year only. If the revision affects both current and future years, the change is recognised in the year the revision is made and in the related future years. Therefore, actual results may differ, even materially, from these estimates following possible changes in the factors considered in their determination. The following accounting policies require the most subjectivity from the directors in the preparation of estimates and would have a material impact on the financial figures if there were a change in the conditions underlying the assumptions used: i) Impairment losses - non-financial assets Property, plant and equipment and intangible assets with a finite life are tested for impairment. Impairment losses are recognised when there is evidence that it will be difficult to recover the related carrying amount through the use or sale of the asset. Impairment tests require the directors to make subjective valuations based on the information available within the FS Group and in the market, as well as from past experience. Furthermore, when a potential impairment loss exists, the Group calculates such loss using suitable valuation techniques. The correct identification of impairment indicators and the estimates for calculating them depend on factors that may vary over time, thus affecting valuations and estimates made by the directors. ii) Impairment losses - financial assets According to the Group’s impairment model, an expected loss is the sum of the expected losses that result from possible default events on a financial instrument over a specific time horizon; this results in the recognition of a 330

Ferrovie dello Stato Italiane Group

loss using both past and present figures and forwardlooking information. The estimate of expected losses, especially when the financial assets are deteriorated or show objective evidence of impairment, requires the directors to make subjective valuations based on the information available within the Group (e.g. the financial asset’s estimated cash flows) and in the market, as well as from past experience. The correct identification of impairment indicators and the estimates for calculating them depend on factors that may vary over time, thus affecting valuations and estimates made by the directors. iii) Extension/termination options in leases Leases that contain extension/termination options require the directors to, at the inception of the lease, to assess whether it is reasonably certain to exercise an extension option or not to exercise a termination option, upon occurrence of either a significant event or a significant change in circumstances that is within the Group’s control. The assessment of extension options may require the directors to make subjective judgements based on the information available at the assessment date and past experience. iv) Amortisation and depreciation Amortisation and depreciation are a significant cost for the Group. The cost of property, plant and equipment and intangible assets with a finite useful life and of investment property is depreciated and amortised, respectively, on a straight-line basis over the estimated useful lives of the assets, except for RFI SpA which applies the production unit. Calculating the amortisation/depreciation of these assets entails a complex accounting estimate that is, by its nature, subjective, as it is influenced by a number of factors, including: • the estimated production volumes expressed as trainkm for the railway infrastructure (for further details, see the paragraph on “RFI SpA’s calculation of depreciation of property, plant and equipment”); • the identification of each component of rolling stock with a significant cost in proportion to the total cost of the item to be depreciated separately (component approach) and the estimated useful life (for further details, see the paragraph “Property, plant and equipment – General criteria”); • the estimated residual value. In accordance with IAS 16, 38 and 40, the depreciable cost of the railway infrastructure and rolling stock is calculated by subtracting their residual value. The residual value of an asset is the estimated amount that an entity could obtain at the time of disposal of the asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of the concession or the useful life of the rolling stock. The subsidiaries RFI (which operates the railway infrastructure) and Trenitalia

(which owns the rolling stock), periodically review the residual value of assets and measure their recoverability using the best information available at that date. Periodic updates may cause changes in the depreciation rate for future years; • the impacts of any changes to the regulatory framework. The directors determine the useful lives of the Group’s assets when the assets are purchased. They are based on past experience for similar assets, market conditions and forecasts concerning future events that may have an impact on the useful life. Therefore, the actual economic life may differ from the estimated useful life. The FS Group assesses any technological and sector changes to update residual useful lives on a regular basis. These updates may entail a change in the amortisation and depreciation period and in the amortisation and depreciation rates of future years. v) Provisions for risks and charges Provisions are accrued against legal and tax risks which represent the risk of a negative outcome. The recognised provisions relating to these risks reflect the best estimate made by the directors at the reporting date. This estimate entails the adoption of assumptions that depend on factors which may vary over time and which may have significant effects compared to the current estimates made by the directors for the preparation of the FS Group’s financial statements. vi) Taxes Deferred tax assets are recognised based on the income expected in future years. The valuation of any expected income for the purposes of the recognition of deferred taxes depends on factors that may vary over time and determine significant effects on the measurement of deferred tax assets. vii) Fair value of derivatives The fair value of derivatives that are not quoted on active markets is measured using valuation techniques. The FS Group applies valuation techniques that use inputs that can be observed in the market, either directly or indirectly, at the reporting date, and that are connected to the assets and liabilities being measured. Even if the estimates of the above fair values are considered reasonable, any possible changes in the estimate factors on which the calculation of the aforesaid amounts is based may generate different valuations. Climate Change In a global context that is increasingly attentive to environmental and social impacts, the FS Group’s Annual Integrated Report reflects its ongoing commitment

to climate change mitigation and adaptation, which is included in the corporate strategy and in line with the energy transition plan undertaken in pursuit of business sustainability objectives, as described in the Consolidated Sustainability Report provided within the Report on operations (for more details, please refer to the paragraph on “Climate Change – IRO management”). In addition, the Group describes its considerations of actions attributable to the mitigation of the effects of climate change as well as adaptation to climate change in the disclosure required by Regulation (EU) 2020/852 (for more details, please refer to the paragraph on “Climate Change Issues (ESRS E1)”). In light of the above, the Group also reflects the impacts of climate change in the preparation of the Consolidated Financial Statements. Although there is no international accounting standard governing how such impacts are to be considered in the preparation of the financial statements, the IASB has issued a document to support IFRS-adopters in meeting this disclosure requirement102. The Group reports the main considerations relevant to climate change in this section. In preparing the consolidated financial statements, company management makes judgements and estimates based on past experience and assumptions that are considered as being reasonable. In relation to physical and transition risk and the forward-looking assumptions made regarding climate change, there are no specific short-term impacts to be considered in the application of accounting standards. In particular, the Group in all business sectors pursues excellence in the delivery of its services; this involves a constant commitment to the development of adequate infrastructures and the evolution of their operation, the energy efficiency of production processes, the pursuit of a circular economy approach, and the pursuit of high standards of reliability and safety in the services provided to customers, with the application of technological innovation and digitalisation. With reference to the medium to long term, company management continues with the implementation of the business plan that takes into account the impacts of climate change and does not see any further specific considerations in the application of accounting standards for the preparation of financial statements. It should be noted, however, that the assessment and, more specifically, the quantification of climate-related risks generally requires the application of long-term assumptions about highly uncertain future developments, such as future technological developments, policy developments, and government actions. The FS Group operates the rail and road infrastructure

102. Disclosures about Uncertainties in the Financial Statements, novembre 2025.

Consolidated Financial Statements at 31 december 2025

331

according to an approach geared towards increasingly raising the value of the network as a fundamental asset of the sustainable mobility system. To this end, the Group designs, builds and operates mobility infrastructures and services according to climate-resilient criteria marked by environmental and social protection, strengthening the capacity of mobility systems to adapt to the consequences of climate change and fragility of local areas, as well as contributing to the achievement of European and national climate change mitigation objectives. Actions for the reduction of risks related to climate change also take the form of planning the maintenance of infrastructure and fleets in order to ensure the quality of service, the safety of assets under operation and the maintenance of their performance. In addition, special insurance policies containing “CAT/NAT” guarantees are active in the Group with regard to damage caused by natural disasters and catastrophic events (earthquakes, floods, landslides, floods and overflows) to land, buildings, plant, machinery and industrial and commercial equipment, which are recorded in the balance sheet.

332

Ferrovie dello Stato Italiane Group

Management has assessed that the business most exposed to the risk of climate change is the infrastructure business; however, the above investments do not reduce or change the expectation with reference to the economic benefits associated with the use of the assets stated under property, plant and equipment, considering the regulatory relevance and therefore the relief mechanisms that characterise the sector. Therefore, it was not necessary to change the useful life of fixed assets on the balance sheet. In addition, due to their potential impact on the aforementioned construction and maintenance interventions and consequent disruption on the continuity and quality of service and the timing of the works, the dynamics related to the transition process to a lowcarbon and climate change resilient economy are carefully monitored and mitigated, which expose the Group to risks related to the changes in regulations, technologies and target markets, with potential reputational effects, as well as risks related to the procurement of materials and the entire supply chain for

significant changes in the strategy of key suppliers, in a context increasingly oriented to the circular economy perspective. With regard to asset impairment risks, management has considered that climate risk mitigation/adaptation actions entail the need to plan for the maintenance/ evolution of assets to ensure their service quality, safety and maintenance of operating standards: therefore, these assets are considered as part of the cash flow forecast used as the basis for determining value in use. In the area of loans and bonds, the Group, in addition to having carried out “Green” bond issues, has some bank loans in place which contain so-called “ESGlinked” forecasts, as detailed in the “Sustainable Finance” section. With regard to ESG-linked bank loans and, in particular, the Revolving Credit Facility (RCF), there is a premium/ penalty mechanism applicable to the payment of accrued interest, linked to the achievement of specific ESG objectives (so-called Sustainability Linked), in

relation to which the Group considers that there may be a risk, which is constantly monitored, whose impact on financial expenses is assessed as not significant at the moment. The introduction of new legislation in response to climate change may give rise to new obligations that did not previously exist; in addition, the presence of chronic or acute physical hazards could lead to service disruption or reduced service quality resulting in penalty liabilities. Based on the risk mitigation actions put in place, management assumed the potential economic and financial impacts associated with the above risks as unchanged. Therefore, it was not necessary to critically review the provisions for risks and charges recognised in the financial statements.

Consolidated Financial Statements at 31 december 2025

333

7. REPORTING BY OPERATING SEGMENT The reporting by operating segments has been prepared in accordance with the provisions of IFRS 8 “Operating Segments” (hereinafter “IFRS 8”), which require the presentation of information consistent with the approach adopted by the “Chief Operating Decision Maker” (CODM), identified as the chief executive officer of

the Company and the main Group companies, for the assessment of performance and the taking of operational decisions. For more information regarding the identification of operating segments for the Group, please refer to the Report on Operations in the section on Performance of Business Sectors.

The table below shows the relevant highlights of results of operations for the Group’s operating segments for the years 2025 and 2024. millions of Euros

Reclassified Income Statement 2025 Revenue from third parties Inter-segment revenue Revenue Personnel expense Raw materials, consumables, supplies and goods Services Other operating costs Internal work capitalised Operating costs Gross operating profit (loss) Amortisation and depreciation, provisions and impairment losses Operating profit (loss) Net financial income (expense) Income taxes Segment profit (loss) (attributable to the owners of the parent and non-controlling interests)

Transport – Transport- Infrastructure Infrastructure Other Eliminations Transport and Passengers International Freight - Railways - Roads services Adjustments Passengers 6,028

2,526

1,220

2,133

359

186

1,355

4,702

283

Ferrovie dello Stato Italiane Group 16,892

998

(2,543)

362

6,387

2,533

1,406

3,488

4,702

1,281

(2,543)

17,254

(1,805)

(797)

(445)

(2,179)

(585)

(335)

(6,122)

(466)

(239)

(95)

(1,191)

(13)

134

(1,883)

(2,962)

(1,208)

(752)

(1,556)

(3,920)

(880)

2,033

(9,245)

(45)

(78)

(29)

(123)

(19)

(51)

(286)

477

1,925

205

2,655

(4,801)

(2,312)

(1,301)

(3,124)

(4,536)

(1,263)

2,455

(14,882)

1,586

221

105

364

166

(88)

2,372

(1,200)

(224)

(148)

(184)

(188)

(120)

(2,022)

386

(3)

(43)

180

(22)

(102)

(46)

350

(212)

(84)

(47)

(65)

(5)

107

(273)

(68)

(6)

(1)

(24)

(47)

106

(80)

(96)

114

(19)

(27)

millions of Euros

Reclassified Balance Sheet 31.12.2025 Working capital Net non-current assets of which: equityaccounted investees Other provisions Net invested capital Net financial position (debt) Equity 334

Transport – Transport- Infrastructure Infrastructure Other Eliminations Transport and Passengers International Freight - Railways - Roads services Adjustments Passengers

Ferrovie dello Stato Italiane Group

(362)

(548)

2,252

(671)

707

568

1,972

11,330

2,237

1,381

37,514

1,460

1,009

(147)

54,784

243

300

297

(324)

(141)

(111)

(489)

(632)

(24)

(404)

(2,125)

10,644

1,548

1,296

39,277

157

1,692

54,631

7,412

1,855

1,083

5,645

(2,051)

(1,613)

502

12,833

3,232

(307)

213

33,632

2,208

3,305

(485)

41,798

Ferrovie dello Stato Italiane Group

862

millions of Euros

Reclassified Income Statement 2024

Transport – Transport- Infrastructure Infrastructure Other Eliminations Transport and Passengers International Freight - Railways - Roads services Adjustments Passengers

Revenue from third parties Inter-segment revenue Revenue Personnel expense Raw materials, consumables, supplies and goods Services Other operating costs Internal work capitalised Operating costs Gross operating profit (loss) Amortisation and depreciation, provisions and impairment losses Operating profit (loss) Net financial income (expense) Income taxes Segment profit (loss) (attributable to the owners of the parent and noncontrolling interests)

Ferrovie dello Stato Italiane Group

6,182

2,109

1,189

1,836

4,198

633

16,150

323

169

1,365

906

(2,415)

379

6,505

2,118

1,358

3,201

4,220

1,539

(2,412)

16,529

(1,790)

(663)

(437)

(2,160)

(548)

(301)

(5,873)

(495)

(240)

(101)

(1,151)

(13)

(164)

157

(2,007)

(2,810)

(1,067)

(741)

(1,363)

(3,518)

(799)

1,931

(8,367)

(41)

(55)

(44)

(158)

(21)

(143)

(413)

428

1,717

(1)

170

2,373

(4,708)

(2,006)

(1,297)

(3,115)

(4,101)

(1,393)

2,333

(14,287)

1,797

112

119

146

(79)

2,242

(1,173)

(223)

(134)

(128)

(173)

(119)

(1,899)

624

(111)

(73)

(42)

(54)

(28)

343

(278)

(67)

(49)

(82)

(146)

(39)

156

(505)

(27)

(2)

134

(156)

(46)

319

(176)

(124)

(121)

122

(28)

(208)

(200)

millions of Euros

Reclassified Balance Sheet 31.12.2024 Working capital Net non-current assets of which: equityaccounted investees Other provisions

Transport – Transport Infrastructure Infrastructure Other Eliminations Transport - International and Passengers Passengers - Freight - Railways - Roads services Adjustments

Ferrovie dello Stato Italiane Group

(414)

3,011

(312)

588

328

3,241

12,284

2,213

1,215

37,148

1,599

942

(1,253)

54,148

221

280

295

(480)

(182)

(138)

(572)

(738)

818 19

(354)

342

(2,445)

Net invested capital Net financial position (debt) Equity

11,841

1,617

1,080

39,587

891

1,549

(1,279)

55,286

8,511

1,686

877

6,041

(1,344)

(1,828)

(409)

13,534

Working capital

3,330

(69)

203

33,546

2,235

3,377

(870)

41,752

It should also be noted that, for the financial year ended 31 December 2025, revenue from the MIT exceeded 10% of the Group’s total revenue, relating primarily to

342

the GPC of Anas. For further details, please refer to Note 8: Revenue from sale and services.

Consolidated Financial Statements at 31 december 2025

335

8. REVENUE FROM SALES AND SERVICES (€16,832 MILLION) millions of Euros

2025

2024 Change Change in consolidation scope Change on a like-for-like

Revenue from transport services

9,249

8,766

483

556

Passenger traffic products

4,752

4,451

301

310

Freight traffic products

1,055

1,054

Commercial revenue

5,807

5,505

302

313

548

381

167

Fees from the regions

2,894

2,880

Service contract fees

3,442

3,261

181

243

Revenue from infrastructure services

5,119

4,646

473

506

(4)

(392)

Public service contracts and other Contracts

Other service revenue

721

1,109

(388)

Revenue from contract work in progress

(7)

Total revenue from contracts with customers

15,139

14,578

561

102

663

Other revenue

1,693

1,407

286

289

16,832

15,985

847

105

952

Total

Revenue from contracts with customers rose by €663 million, net of the effects of the change in consolidation scope (€102 million). The positive change in “Revenue from passenger traffic products “, equal to €310 million, was essentially attributable to the growth in the following business areas: • medium- and long-haul transport (+€140 million), which grew in domestic transport (+€75 million), mainly including both commercial services, following an increase in average unit revenue linked to customer purchasing patterns, and travel habits in relation to offers, and in international transport (+€65 million), particularly in the French market, due to the launch of the new Paris-Marseille line, and the resumption of rail services on the Milan-Paris section; • regional transport (+€78 million), both in the domestic market (+€17 million), linked to the tariff increases that have come into effect, and an increase in travellers, particularly on weekends and holidays, and also due to the focus on offering leisure services and intermodal transport, and the foreign market (+€61 million), due to the contrasting effects of growth in the German market (+€129 million), mainly driven by service improvements, and a fare increase on the Deutschland ticket, and the suspension of operations in the UK market (-€70 million), following the nationalisation of rail transport in Great Britain; • revenue from road transport increased (+€92 million), of which +€11 million on the domestic market, and +€80 million on the Dutch market, largely as a result of new concessions acquired by the subsidiary Qbuzz in the Zuid-Holland Noord and Friesland regions. Revenue from freight traffic products increased by €3 million, mainly due to higher volumes transported, and prices charged in the foreign market. 336

167

Ferrovie dello Stato Italiane Group

(7)

Revenue from public service contracts showed a total increase of €243 million, as a result of the following: • an increase in revenue from public service contracts (+€167 million), mainly attributable to the recognition by Hellenic Train of the regulatory credit (+€133 million) for the under-compensation recorded in the 2022–2025 period, and to higher revenues (+€17 million) arising from fees under the public service contract with the State, and attributable to the fact that, in 2024, the agreement with the contracting authorities regarding the first regulatory period 2017–2021 had been implemented; • an increase in Revenue from Contracts with Regions (+€76 million), as a result of: ‒ higher fees received from the Regions on the domestic market under the Service Contract (+€12 million), mainly attributable to a reduction in penalties compared with the previous financial year relating to the quality of rail transport services (+€24 million), the increase in fees, in line with contractual provisions for +€36 million, and to the effects of the economic and financial rebalancing mechanism of the aforementioned contracts for -€53 million; ‒ higher revenues in foreign markets of €64 million, of which +€108 million in the Dutch market, mainly attributable to new concessions in the Zuid Holland Noord and Fryslan regions, offset by -€44 million on the German market, linked to the increase in commercial services attributable to the Deutschland ticket scheme. With regard to this scheme, it should be noted that this is a season ticket introduced by the German legislator in 2023, valid on all local transport and regional trains throughout the country at a cost of €49 per month, increased from 1 January 2025 to €58.

The table below gives a breakdown of fees for the Public Service Contract with the Government millions of Euros

2025

2024

Changes

Rate and service obligations for passenger transport

325

308

Total

325

308

Revenue from infrastructure services increased by €506 million mainly as a result of the following: • higher revenues from road and motorway infrastructure for €465 million, as a result of the rise in work on the network under concession during the year (+€453 million), and of higher Service and Concession fees, mainly due to the adjustment to the annual concession fee (+€12 million); • higher revenue from railway services under concession (+€32 million) attributable to non-routine maintenance work carried out during the year on the Ferrovia Centrale Umbra railway line, the Udine– Cividale line, and the Turin–Ceres and Canavesana

railway lines; • higher toll revenues on rail infrastructure (+€9 million), mainly attributable to higher tariffs due to the ISTAT (National Statistics Institute) revaluation. Other service revenue, comprising mainly revenue from ancillary traffic services, work carried out on behalf of third parties, and other miscellaneous categories, decreased by €392 million, primarily due to the higher revenue recorded in 2024 following the sale of the Milan-Farini terminal (+€397 million). The €7 million decrease in revenue from contract work in progress is essentially due to the different progress of contract work between 2025 and 2024. millions of Euros

2025

2024 Change

Leases

157

143

Recharging of condominium expenses and income tax

Sale of advertising spaces

Revenue from property management

195

181

Revenue from white certificates

(15)

Sundry revenue

Change in consolidation scope

Change on a likefor-like basis 14

14 (15)

103

100

Revenue from grants

1.335

1.051

284

287

Total other revenue

1.693

1.407

286

289

The increase in Other revenue (+€289 million), net of the effects of the change in consolidation scope (€3 million), is essentially due to the increase in revenue from grants (+€287 million), broken down as follows: • higher grants allocated to support rail infrastructure (+€290 million); • lower grants allocated to support road and motorway infrastructure compared to 2024, which

had benefited from funding for the Milan-Cortina Olympics (-€18 million), partially offset by grants disbursed by the MIT for routine maintenance on the road and motorway network in response to rising prices (+€3 million); • higher grants allocated by the German Government in the first half of 2025 (+€12 million).

Consolidated Financial Statements at 31 december 2025

337

Revenue broken down under ifrs 15 In the table below, revenue from contracts with customers is broken down by geographical segment, product line and moment of recognition:

Transport passengers

Transport - international passengers

2025

2024

2025

2024

Italy

5,805

5,784

Europe

2,316

1,840

Non-EU

124

166

5,914

5,893

2,465

2,041

711

609

Over time

5,868

5,841

1,754

1,432

Total revenue from contracts with customers

5,914

5,893

2,465

2,041

Total other revenue from sales and services

186

202

6,100

6,095

2,475

2,043

Geographical segment

Total revenue from contracts with customers Moment of recognition At a point in time

Total revenue from sales and services

338

Ferrovie dello Stato Italiane Group

millions of Euros

Transport – freight

Infrastructure railways

Infrastructure roads

Other services

Total

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

426

354

777

760

4,603

4,138

208

474

11,844

11,545

622

722

3,009

2,627

286

406

1,134

1,138

810

793

4,606

4,142

210

571

15,139

14,578

352

391

406

1,197

1,494

782

747

775

769

4,593

4,130

170

165

13,942

13,084

1,134

1,138

810

793

4,606

4,142

210

571

15,139

14,578

1,364

1,066

1,693

1,407

1,179

2,174

1,859

4,630

4,181

274

628

16,832

15,985

Consolidated Financial Statements at 31 december 2025

339

Contract assets and liabilities The table below provides information about contract assets and liabilities: millions of Euros

31.12.2025

31.12.2024

Contract assets classified under current/non-current trade receivables

1,399

1,450

Other assets not included in the above categories

4,031

3,401

Contract assets

1,187

1,267

Contract liabilities

(698)

(633)

Breakdown of changes in contract assets and liabilities The table below shows the significant changes in contract assets and liabilities for the year: millions of Euros

31.12.2025 Balance at 1 January 2025

Contract assets

Contract liabilities

1,267

(633)

Revenue recognised during the year which was included in the opening balance of contract liabilities

520

Increases in contract liabilities, net of the amounts recognised during the year

(596)

Reclassifications from contract assets recognised at the beginning of the year to receivables

(727)

Increases in contract assets due to the provision of services

687

Increases in contract assets due to changes in the assessment of the percentage of completion

133

Other changes

(173)

(8)

Balance at 31 December 2025

1.187

(698)

9. OTHER INCOME (€422 MILLION)

attributable mainly to ordinary capital gains on disposals (+€27 million), partially offset by a reduction in other sundry income linked to the favourable settlement of disputes in the previous financial year (-€23 million).

This caption increased by a total of €4 million, net of changes in consolidation scope (-€126 million), 10. PERSONNEL EXPENSE (€6,122 MILLION)

millions of Euros

2025

2024

Change

Change in consolidation scope

Change on a like-for-like

Wages and salaries

4,462

4,125

337

374

Social security charges

1,093

1,012

Other expense for employees

Post-employment benefits

244

231

Accruals and releases

(16)

214

(230)

(228)

5,853

5,628

225

278

(8)

(1)

Employees Wages and salaries Other personnel costs for consultants and freelancers

340

Consultants and freelancers

(9)

Other costs

250

217

Total

6,122

5,873

249

305

Ferrovie dello Stato Italiane Group

Net of the effects of the change in consolidation scope (€56 million), personnel expense increased by a total of €305 million, mainly due to the average growth in the workforce (+2.4%), primarily at top management levels, as well as to the rise in the unit cost of labour and related ancillary remuneration, and to (+€491 million), and to higher “Other costs” for meal vouchers, training

costs and costs for seconded staff, particularly in the Dutch market for the new public transport concessions mentioned above (+€23 million). The impact of the rise in the cost of labour was partly offset by the trend in provisions for risks and charges (-€228 million) relating to labour litigation and other contractual requirements.

The table below gives a breakdown of the FS Italiane Group’s average number of employees by category: PERSONNEL

2025

2024

Changes

Managers

1,284

1,199

Junior managers

15,253

14,290

1,233

Other

77,981

77,084

897

TOTAL

94,518

92,573

2,215

11. RAW MATERIALS, CONSUMABLES, SUPPLIES AND GOODS (€1,884 MILLION) millions of Euros

2025

2024

Change

Change in consolidation scope 12

Change on a like-for-like basis

Raw materials and consumables

1,237

1,191

Electrical energy and fuel for traction

497

525

(28)

Lighting and driving force

120

Change in land and buildings held for trading

163

(151)

Accruals and releases

1,884

2,008

(124)

Total

Net of the effects of the change in consolidation scope (€12 million), raw materials, consumables, supplies and goods decreased by a total of €112 million, essentially as a result of the following: • higher costs for “Raw materials and consumables” (+€58 million) due to higher consumption of materials on investment projects (+€56 million), lower expenditure on account of operations (-€15 million), and lower revenue from works on a time and material basis (+€19 million) resulting from a decrease in production of frogs, switches, glued insulation joints and equipment by the national workshops (Bari, Pontassieve and Bologna plants), and lower costs for the purchase of consumables (-€3 million); • lower costs for “Electrical energy and fuel for traction” (-€28 million), attributable essentially to the

(112)

combined effect of the trend in the average annual energy cost, and a decrease in the compensation component regulated by the Special Tariff Scheme on the Italian market (-€20 million), a reduction in costs on the UK market attributable to the discontinuance of operations, with effect from July 2025, at Trenitalia c2c, following the transfer of the service to the public control of the British government (-€11 million), and a reduction in prices, and in consumption on the German market (-€13 million) due to line interruptions for works by the infrastructure manager, partially offset by higher volumes linked to new concessions on the Dutch market (+€16 million); • a decrease in “Change in land and buildings held for trading” (-€151 million), mainly attributable to lower sales of properties carried out in the current year compared to the previous year.

Consolidated Financial Statements at 31 december 2025

341

12. SERVICES (€9,245 MILLION) millions of Euros

Change in consolidation scope

Change on a likefor-like basis

2025

2024

Change

Other transport-related services

290

216

Tolls

702

674

Shunting services

(3)

364

360

1,377

1,274

103

105

Freight transport services Accruals/releases for transport services Transport services Contracted services and work

168

191

(23)

Cleaning and other contracted services

582

528

Maintenance and repair of intangible assets and property, plant and equipment

1,237

1,109

128

135

Accruals/releases for maintenance

(4)

Ordinary maintenance on the road and motorway network

267

264

2,269

2,111

158

168

Property services and utilities

126

125

Administrative and IT services

523

505

External communication and other expenses

109

102

3,406

2,920

486

Use of third-party assets

161

147

Professional services and consultancies

100

Insurance

197

123

Sleeping carriages and catering

172

175

(3)

Agency fees

Engineering services

(10)

Other costs for services, accruals/releases

Other

543

596

(53)

(52)

Other sundry services

1,274

1,183

Total

9,245

8,367

878

896

Maintenance, cleaning and other contracted services

Costs for new works and extraordinary maintenance of the road and motorway network

Prize competitions and fees to other railway companies

Net of the effects of the change in consolidation scope (+€18 million), services increased by €896 million, essentially as a result of the combination of following factors: • higher costs for transport-related services (+€105 million), essentially attributable to costs incurred for on-demand replacement road transport services resulting from planned outages for infrastructure upgrades (+€65 million), and the fees and commissions paid to foreign railways (+€28 million), as well as to higher costs incurred for freight transport services on national and international traffic (+€6 million); • higher costs for new works and non-recurring 342

Ferrovie dello Stato Italiane Group

(23)

(3)

maintenance of the road and motorway network (+€486 million); • higher costs for maintenance, cleaning and other contracted services (+€168 million), mainly due to cyclical and routine maintenance work on rolling stock and road vehicles (+€135 million) carried out in-house, alongside a reduction in works contracted out on behalf of the MIT by using NRRP funds allocated for the renewal of the Intercity fleet (-€47 million), offset by progress in non-routine maintenance works on the concession railways and the Rome-Lido railway line (+€26 million), as well as higher costs for cleaning and contracted services (+€57 million), mainly resulting from increased security measures at railway stations, linked in part

to the 2025 Jubilee; • higher property services and utility costs (+€2 million), mainly due to the increased consumption of water utilities and electricity compared to 2024; • higher costs incurred for IT services and hardware and software maintenance services (+€18 million) as a consequence of the IT project services provided with specific regard to cyber security; • higher costs for external communication (+€7 million), mainly attributable to an increased work of promotion, external relations and initiatives to raise the organisation’s profile; • higher costs for professional services and

consultancy (+€22 million), linked to the development of strategic projects; • higher costs for insurance services (+€75 million) as a result of the activation of a new insurance policy to cover damage to railway infrastructure caused by natural disasters; • higher provisions (+€60 million) as a result of the change in estimates with respect to the development of pending out-of-court disputes; • lower costs incurred during the financial year for non-routine maintenance work on the regional road network, carried out in agreement with Local Authorities (-€80 million).

13. OTHER OPERATING COSTS (€286 MILLION) millions of Euros

Other costs

2025

2024

Change

Change in consolidation scope

Change on a likefor-like basis

141

279

(138)

(136)

Losses

Accruals and releases

Local taxes and duties

101

102

(1)

Total

286

413

(127)

Net of the effects of the change in consolidation scope (€3 million), other operating costs decreased by -€124 million, essentially as a result of non-recurring events that had occurred in the previous year, such as the payment of judgments for indemnity claims (-€23 million), and costs related to the urban redevelopment of disused railway areas closely associated with financing the implementation of the Milan railway system upgrading works in accordance with the provisions of the Programme Contract with the Lombardy Region and the Municipality of Milan (-€103 million). 14. INTERNAL WORK CAPITALISED (€2,655 MILLION) Internal work capitalised mainly refers to the cost of materials, personnel expense, IT and transport services

4 1

9 (1)

(124)

capitalised in 2025 for work on the infrastructure, maintenance increasing the value of rolling stock at FS Italiane Group workshops and technological upgrades. This caption, which amounts to €2,655 million, of which Other costs for €1,547 million and Materials for €1,118 million (€2,373 million at 31 December 2024, of which Other costs for €1,340 million and Materials for €1,033 million), recorded an increase of €281 million on the previous year, mainly attributable to higher uses of materials for investments in NRRP (+€85 million), higher indirect charges and the use of personnel for interventions carried out on rail infrastructure (+€115 million), higher design, work site maintenance and monitoring costs (+€33 million), as well as higher projects for digital investments (+€29 million).

Consolidated Financial Statements at 31 december 2025

343

15. AMORTISATION AND DEPRECIATION, PROVISIONS AND IMPAIRMENT LOSSES (€2,022 MILLION) millions of Euros

2025

2024 Change

Change in consolidation scope

Change on a likefor-like basis

Amortisation

261

272

(11)

(7)

Depreciation

1,597

1,505

Impairment losses on intangible assets

Impairment losses on property, plant and equipment

Adjustments and impairment gains on financial assets

Provisions and releases Total

2,022

Net of the effects of the change in consolidation scope (€8 million), this caption showed an increase of €132 million due to the opposing effect of the following factors: • higher capitalisations made in the year with specific regard to Microsoft’s cloud services (+€23 million), as well as the recognition of new contracts subject to IFRS 16 (+€31 million), mainly relating to the launch of two new public LPT concessions in the Dutch market, and to the normal dynamics associated with investments for the period due to the combined effect of what came into operation and what reached the end of its useful life in the period (+€29 million); • higher write-downs made on assets compared to the previous year (+€35 million); the write-downs made

(25)

(31)

1,898

124

(24) 31

132

during the year essentially refer to the depreciation of rolling stock, mainly attributable to regional and intercity coaches as a result of the continuation of the process of decommissioning of rolling stock that has become obsolete both technically and commercially (+€29 million), and work in progress on the rail infrastructure (+€11 million); • lower value adjustments to financial assets, amounting to €24 million, mainly relating to the write-down of trade receivables as a result of the application of the analytical impairment policy of debt collection; • lower releases, amounting to €31 million, mainly related to the provision for income and employment assistance released in the previous year.

16. FINANCIAL INCOME (€123 MILLION) millions of Euros

Financial income from non-current loans and securities

2025

2024

Change

(2)

Financial income from derivatives

(60)

Other financial income

138

(52)

Exchange gains

(5)

123

242

(119)

Total

Net of changes in consolidation scope (€21 million), “Financial income” showed a decrease of €98 million compared to the previous period, mainly attributable to: • the termination of certain hedging derivative contracts that had reached their natural expiry date (-€60 million); • lower financial income on bank and postal current

344

Ferrovie dello Stato Italiane Group

Change in consolidation scope

Change on a likefor-like basis (2) (60)

(31) (5)

(98)

accounts and from the use of liquidity on the banking system (-€33 million) due to a fall in interest rates compared with the previous financial year (EURIBOR -1.3%); • lower foreign exchange gains (-€5 million), generated by currency transactions carried out by the Group.

17. FINANCIAL EXPENSE (€428 MILLION) millions of Euros

Change in consolidation scope

Change on a likefor-like basis

2025

2024

Change

Interest on financial liabilities

330

423

(93)

Financial expense on employee benefits

(2)

Financial expense on derivatives

(2)

Financial expense on leases

Impairment losses on financial assets

174

(163)

Exchange loss

Accruals/releases Total

176

13 14

(23)

(22)

428

697

(269)

177

(92)

The decrease in this item, amounting to €92 million, net of the change in scope (€177 million), was attributable to the following factors: • lower financial expenses on debt (-€93 million), mainly due to the aforementioned reduction in interest rates compared with the previous comparative period, offset by higher interest on

EMTN and Eurofima Series bonds, bank loans and bank and postal current accounts (+€583 million); • lower net provisions (-€22 million) following a revision of estimates and financial risk profiles relating to litigation already previously disclosed; • higher exchange losses (+€14 million) on foreign currency transactions carried out by the Group.

18. SHARE OF PROFITS/(LOSSES) OF EQUITY-ACCOUNTED INVESTEES (+€32 MILLION)

Profit/(loss) from equity-accounted investments

2025

2024

Change

Change in consolidation scope

Change on a likefor-like basis

(49)

(20)

(131)

131

(131)

(50)

(102)

Impairment of equity-accounted investments Total

The Group’s associates and jointly controlled companies recognised by using the equity method showed, net of the change in consolidation scope (-€102 million), a decrease of €20 million attributable mainly to lower results, compared with the previous financial year,

(20)

posted by Tper Scarl (-€9 million), Trenord Srl (-€4 million), and Stretto di Messina SpA (-€3 million). For additional information, reference should be made to Note 26 Equity-accounted investments.

Consolidated Financial Statements at 31 december 2025

345

19. INCOME TAXES (€47 MILLION) Income taxes may be analysed as follows: millions of Euros

2025

2024

Change

Change in consolidation scope

Change on a likefor-like basis

IRAP

(13)

(1)

(14)

IRES

(1)

Foreign current taxes

Deferred taxes Foreign deferred taxes

(7)

(10)

(6)

(4)

Adjustments to prior year income taxes

Total

Net of the effects of the change in consolidation scope (€1 million), this caption remained in line with the previous financial year; the main change consisted of a reduction in IRAP tax (€14 million) linked to a decrease in the taxable base, offset by an increase in deferred taxes (€11 million); for further details, please refer to Note 25 “Deferred tax assets and deferred tax liabilities”.

346

Ferrovie dello Stato Italiane Group

(1)

The Group’s IRES is net of the Income from the tax consolidation scheme of €57 million recognised on the tax losses transferred to the Group over the years and used during the year, as their subsequent remuneration was not deemed probable. For more details on the income from tax consolidation, please refer to Note 14 “Income taxes for the year” to the separate financial statements of FS SpA.

Reconciliation of the effective IRES tax rate millions of Euros

2025 euro

2024 euro

Profit (Loss) for the year

(208)

Total income tax

(47)

(46)

Profit (Loss) before tax

(162)

Theoretical IRES tax (national tax rate)

Decreases

(39)

11,334

10,482

Reversal of deductions on maintenance under Art. 107 TUIR

200

197

Use of the Provisions for risks and charges and corporate reorganisation

142

3,605

3,096

Amortisation and depreciation Dividends from equity investments

COVID-19 grants

Refund of excise duties on automotive diesel fuel

427

787

Other decreases

6,956

6,287

Increases

11,247

10,658

Accruals to provisions

190

180

Maintenance costs under Art. 107 TUIR

200

194

Non-deductible write-downs and amortisation and depreciation

166

428

Non-deductible tax

Non-deductible interest expense

Contingent liabilities

Income from tax consolidation

Inventory value misalignment

3,324

3,492

Tax losses

7,287

6,328

Total IRES taxable income

IRES tax

IRAP tax

Current foreign tax

Difference on estimated taxes from previous years

Deferred tax

(2)

(13)

Total income tax

Since the beginning of 2023, the Ferrovie Group has launched a comprehensive process to assess the impacts of the implementation of the so-called Pillar 2 framework, with the aim of ensuring full and timely compliance with the obligations introduced with effect from 1 January 2024. This process involved analysing domestic and supranational legislation, reviewing OECD and EU guidelines, and implementing the operational safeguards necessary for the calculation and reporting of GloBE Income and the related Top-Up Tax. Based on the accounting information available as at 31 December 2025, the Group has determined the best estimate of any Pillar 2 tax liability for the period.

Other increases

Disclosure regarding the “Pillar 2” regulations

(2)

The analyses carried out confirmed, in line with the findings for the previous financial year, the existence of a total of 32 jurisdictions in which the FS Group entities relevant for the purposes of applying the Pillar 2 framework are established. In its capacity as the Ultimate Parent Company, FS has calculated the Transitional Safe Harbours for all entities within the FS Group that fall within the scope of Pillar 2, and are grouped by jurisdiction, with the exception of the so-called Bad Companies. The analyses carried out revealed that the requirements for access to the Transitional Safe Harbours were not met for the jurisdiction of Greece alone. Consequently, for the latter, FS proceeded with the calculation of any tax due in accordance with the Consolidated Financial Statements at 31 december 2025

347

rules set out in the GloBE Model Rules. In particular, pursuant to Articles 3, 4 and 5 of the Model Rules, the GloBE Effective Tax Rate (ETR), taking into account the GloBE Income of the Greek entity and the qualified taxes covered for GloBE purposes and subject to a 15% recast, was found to be higher than the minimum tax rate of 15% provided for by the relevant regulations. Consequently, no Top-Up Tax payable by the entity has arisen to be recognised in the financial statements for the 2025 financial year. It should also be noted that there are two entities classified as flow-through entities - located in Germany and Turkey, respectively - for which the legislation excludes access to TSHs and therefore requires the ETR to be calculated in accordance with GloBE methodologies. In the case of the two transparent entities of the FS Group, the calculation of the Top-Up Tax resulted in zero, as (i) the owners are located in the same jurisdiction as the entities, and (ii) the profit/loss and covered taxes are allocated for tax purposes to the same owners in accordance with the GloBE rules.

348

Ferrovie dello Stato Italiane Group

20. ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSAL GROUPS (€0 MILLION) As at 31 December 2024, this caption included the value, amounting to €342 million, concerning the equity investments held in the toll concessionaire companies Autostrada Asti-Cuneo SpA, Società Italiana per Azioni per il Traforo del Monte Bianco SpA, Società Italiana Traforo Autostradale del Frejus SpA, and Concessioni Autostrade Venete SpA, intended for transfer to Autostrade dello Stato SpA, in accordance with the legislative provisions on the reorganisation of Anas provided for under Legislative Decree no. 121/2021, as converted, with amendments, by Law no. 156/2021 (“Infrastructure Decree”), and supplemented by paragraph 6-sexies of Article 1 of the so-called “tax decree” (Decree Law no. 155 of 19 October 2024, as converted with amendments by Law no. 189/2024). On 15 April 2025, Anas completed the transfer of the aforementioned shareholdings to Autostrade dello Stato SpA for a consideration equal to their net book value as recorded in Anas SpA’s financial statements, namely an amount of €342 million.

21. PROPERTY, PLANT AND EQUIPMENT (€50,868 MILLION) millions of Euros

Land, buildings, railway and port infrastructure

Plant and machinery

Industrial and commercial equipment

Other assets

Assets under construction and payments on account

Total

Historical cost

120,909

25,644

1,678

1,650

36,329

186,210

Depreciation and impairment losses

(25,039)

(13,495)

(667)

(1,047)

(1,664)

(41,912)

Grants

(63,154)

(1,697)

(796)

(332)

(28,993)

(94,972)

Balance at 31.12.2023

32,716

10,452

215

271

5,672

49,326

340

12,607

13,053

Placement in service

3,759

1,606

(5,482)

Depreciation

(184)

(1,240)

(22)

(46)

Investments

Impairment losses Change in consolidation area

(42) (3)

Exchange differences

(2)

(1,492) (5)

(47)

(1)

Disposals and divestments

(4)

(11)

Increases and placement in service of subsidised assets during the year

(3,683)

(454)

Other reclassifications

(166)

Total changes

2 (1)

(2)

(18)

(58)

(9)

(6,505)

(10,709)

(2)

205

110

(214)

322

817

944

Historical cost

124,483

26,690

1,750

1,630

43,436

197,989

Depreciation and impairment losses

(25,155)

(13,792)

(683)

(1,046)

(1,652)

(42,328)

Grants

(66,826)

(2,124)

(852)

(294)

(35,295)

(105,391)

Balance at 31.12.2024

32,502

10,774

215

290

6,489

50,270 13,838

390

13,320

Placement in service

Investments

4,435

1,730

(6,274)

Depreciation

(189)

(1,308)

(22)

(64)

Impairment losses

(81)

(1,583) (2)

(83)

(30)

(101)

Disposals and divestments

(7)

(63)

(1)

Increases and placement in service of subsidised assets during the year

(4,355)

(449)

(39)

(53)

(6,543)

(11,439)

Other reclassifications

(253)

172

(34)

Total changes

(339)

262

(12)

643

598

Historical cost

128,647

27,932

1,793

1,781

50,505

210,658

Depreciation and impairment losses

(25,336)

(14,334)

(700)

(1,089)

(1,653)

(43,112)

Grants

(71,148)

(2,562)

(890)

(358)

Balance at 31.12.2025

32,163

11,036

203

334

(41,720) (116,678) 7,132

50,868

Consolidated Financial Statements at 31 december 2025

349

The increase in investments recognised as assets under construction and payments on account (€13,320 million) is mainly due to: • the costs incurred for major infrastructure projects on the High Speed and Traditional networks, as well as to the activities to maintain the railway infrastructure in good working order (€11,408 million); • the costs incurred for the purchase of rolling stock, both for High-Speed service, with the new ETR1000 Italia fleet (€112 million), and for Regional Transport (€779 million) with the purchase of 32 NewPop, 53 Rock and 18 Blues trains; • maintenance increasing the value of rolling stock and revamping/restyling of rolling stock in Italy (€533 million) and in France (€12 million), used for passenger transport; • the costs incurred for the modernisation of plant facilities, workshop buildings, and technical equipment (€123 million); • the costs incurred for the acquisition of rolling stock for freight transport, and the capitalisation of costs incurred for cyclical on existing freight rolling stock (€109 million); • the costs incurred for the purchase of new buses in Italy (€86 million) and abroad (€27 million); • the capitalisation of internal and external costs mainly related to designs works covered by Law no. 443/2001, and for the redevelopment and accessibility of stations, in addition to non-routine maintenance (€23 million); • rolling stock maintenance, the works to enlarge the workshops in anticipation of business growth, and scheduled infrastructure maintenance in the German market (€15 million); • start of operations at worksites for the construction of the Terminal of Milano Smistamento and Brescia (€26 million). The placement in service of land, buildings, railway and port infrastructure refers to the railway infrastructure (€4,387 million), non-routine maintenance and upgrading of rolling stock maintenance workshops (€28 million), the works carried out at stations under Law no. 443/2001 (€13 million) while plant and machinery principally relates to new locomotives and new buses (€1,523 million), cyclical overhauls on freight wagons

350

Ferrovie dello Stato Italiane Group

and locomotives in use (€96 million), rail line upgrading and technological interventions (€106 million), and enhancement of real estate complexes related to large railway stations (€4 million). Impairment losses in property, plant and equipment mainly relate to plant and machinery and are related to rolling stock that was found to be obsolete, both technically and commercially (€71 million). The reclassifications in the year mainly refer to areas whose use was changed in the year and therefore reclassified to property, plant and equipment, intangible assets, investment property and inventories to give a true and fair view. Government grants During the year, in line with the progress of work on property, plant and equipment, intangible assets and investment property, the following grants related to assets, totalling €11,439 million, were disbursed. They may be analysed as follows: • €8,271 million related to the advances for grants from the MEF and the MIT for investments in the railway infrastructure; • €436 million earmarked for rolling stock; • other grants (€2,732 million), mainly disbursed by the European Union and local bodies. At 31 December 2025, there were no mortgages or privileges on property, plant and equipment, except for part of Trenitalia SpA’s rolling stock worth €1,661 million, which was pledged to Eurofima SA to secure non-current loans and borrowings agreed through the parent. We must note the existence of contractual constraints, with an average term of 12 years, imposed on grants received in connection with the investments implemented, mainly for the renewal and expansion of the bus fleet, for a total of €12 million. It should also be noted that, during the year, adjustments were made to the estimated useful life of a limited category of rolling stock that is due to be phased out of production.

22. RIGHT-OF-USE ASSETS (€1,045 MILLION) millions of Euros

Rights of use on land, buildings, railway and port infrastructure

Rights of use on plant and machinery

Rights of use on industrial and commercial equipment

Rights of use on Other assets

Total

Historical cost

287

929

1,253

Depreciation and impairment losses

(60)

(297)

(1)

(21)

(379)

Balance at 31.12.2023

227

632

874

Investments

142

202

Depreciation

(35)

(145)

(1)

(7)

(188)

Impairment losses Change in consolidation area

(3)

Exchange differences

(1)

Remeasurement and contract termination

Total change

Historical cost

311

Depreciation and impairment losses

(1)

108

1,173

1,521

(63)

(455)

(3)

(18)

(539)

Balance at 31.12.2024

248

718

982

Investments

213

282

Depreciation

(38)

(157)

(2)

(29)

(226)

Remeasurement and contract termination

Total change

(17)

Historical cost

316

1,292

1,691

Depreciation and impairment losses

(85)

(516)

(5)

(40)

(646)

Balance at 31.12.2025

231

776

1,045

At the reporting date, right-of-use assets amounted to €1,045 million, up by €63 million on the previous year-end (2024: €982 million). The increase is mainly attributable to the ordinary trend of the new contracts

(€282 million), depreciation (€226 million), as well as remeasurements and contract termination (€7 million) recorded in the year.

Consolidated Financial Statements at 31 december 2025

351

Lease liabilities and the related changes of the year are shown below: millions of Euros

Changes in lease liabilities

2025

Opening balance

1,032

Recognition of new right-of-use assets

282

Recognition of financial expense

Payments

(356)

Other changes

Closing balance

1,013

At the reporting date, lease liabilities amounted to €1,013 million, down by €19 million compared to the previous year (€1,032 million at 31 December 2024), mainly due to new investments (€282 million), the recognition of financial expense accrued in the period

(€37 million), and payments made during the year (€356 million). The other changes amount to €18 million and relate to the above-mentioned remeasurements and early contract terminations.

The following table shows the impacts on profit or loss: millions of Euros

Impacts on profit or loss

2025

Depreciation of right-of-use assets

226

Interest expense on lease liabilities

Lease liabilities outside the scope of IFRS 16

158

Total impacts on profit or loss

421

The table below includes an ageing analysis of payments to be received in future years for assets that the Group has given under operating lease: millions of Euros

Undiscounted payments to be received for operating leases

Within one year

1-2 years

2-3 years

3-4 years

4-5 years

After 5 years

Total

250

227

255

258

262

268

1.520

Finally, there are no extension options on leases that the Group reasonably expects to exercise.

352

Ferrovie dello Stato Italiane Group

23. INVESTMENT PROPERTY (€1,402 MILLION) millions of Euros

Land

Buildings

Historical cost

2,198

1,610

Grants

(24)

(215)

Accumulated depreciation Loss allowance Balance at 1.1.2024

(555) (1,361)

(254)

813

586

Changes of the year Acquisitions/Increases Reclassifications

12 (47)

Depreciation Impairment losses

(4) (15)

(4)

(1)

Disposals and divestments

(1)

(2)

Total changes

(52)

(10)

Historical cost

2,036

1,548

(23)

(237)

Grants Accumulated depreciation Loss allowance Balance at 13.12.2024

(543) (1,252)

(192)

761

576

2,036

1,548

(23)

(237)

Balance at 1 January Historical cost Grants Accumulated depreciation Loss allowance Balance at 1.1.2025

(543) (1,252)

(192)

761

576

Changes of the year Acquisitions/Increases

Reclassifications

Depreciation

(14)

Impairment losses

(2)

Disposals and divestments

(2)

Total changes

(4)

Historical cost

2,026

1,746

(23)

(286)

Grants Accumulated depreciation Loss allowance Balance at 31.12.2025

Investment property includes land and buildings not used in operations and measured at cost, areas to be enhanced and several buildings, workshops and properties leased to third parties.

(600) (1,246)

(215)

757

645

The reclassifications of the year of both land and buildings are mainly due to a change in the use of certain areas and a better representation thereof under property, plant and equipment and inventories.

Consolidated Financial Statements at 31 december 2025

353

24. INTANGIBLE ASSETS (€1,611 MILLION) millions of Euros

Develop. expens.

Industrial pat. and intellect. property rights

Concess., licen., trademarks and similar rights

Historical costs

144

2,035

Amortisation and impairment losses

(98)

(4)

(1,173)

Grants

(27)

Balance at 1.1.2024

Investments

Placement in service

Amortisation

(1)

Disposals and divestments

(1)

Change in consolidation scope Increases in grants

Other

Goodwill

Total

167

1,955

108

201

4,615

(922)

(37)

(90)

(2,324)

(449)

(17)

413

150

1,033

111

1,798

185

228

177

(198)

(1)

(140) (1)

(30)

(70)

1 (2)

(493)

19 (116)

(1)

Other reclassifications

(14)

(272) (3)

(24)

(14)

(42)

Total changes

(1)

(14)

(139)

(103)

Historical costs

146

2,101

155

1,865

161

214

4,650

Amortisation and impairment losses

(99)

(6)

(1,178)

(971)

(51)

(92)

(2,397)

Grants

(29)

Balance at 31.12.2024

Investments Placement in service

Amortisation

(1)

(510)

(19)

413

136

894

110

188

291

(297)

(1)

(133)

Disposals and divestments

(20)

Impairment losses Increases in grants

(5)

(558) 122

(2)

(84)

(3)

1,695 232

4 (110)

(16)

(261)

(21)

(7)

(53)

(2)

Reclassifications

(2) 2

Total changes

(1)

(33)

(130)

(16)

Historical costs

148

2,333

117

1,818

165

211

4,801

Amortisation and impairment losses

(100)

(6)

(1,232)

(2)

(1,054)

(71)

(89)

(2,554)

Grants

(31)

(593)

(12)

Balance at 31.12.2025

508

103

Concession assets include €696 million related to Anas SpA’s concession. For additional information about the initial recognition and subsequent measurement of the concession, reference should be made to the previous Annual Financial Reports. Below are the changes of the year. During 2025, the MIT requested that Anas prepare the documentation for a new Agreement, taking into account the 2021–2025 Programme Contract, the incorporation 354

Assets under develop. and Concespayments on sion assets accounts

Ferrovie dello Stato Italiane Group

(84)

(636) 764

122

1,611

of Autostrade dello Stato SpA, and for the purposes of the transfer of toll road management companies, and the further provisions affecting the concession agreement referred to in Article 1, paragraph 521, of Law no. 207/2024. Furthermore, on 20 July 2025, Law no. 105/2025 came into force, which provided for the deletion of the final sentence of Article 2, paragraph 2-decies.1 of Decree Law no. 121/2021, which had required prior notification to the European Commission for the new agreement to take effect, in line with European guidelines.

The working group between Anas and MIT/MEF continued its work on finalising the text of the agreement. These innovative elements of the legal and regulatory framework therefore appear to support the company’s view that extending the Concession term to 2052 is appropriate for the purposes of the impairment test carried out as at 31 December 2025. Therefore, cash flows over that time horizon were considered, based on information available as of the date. Based on all the above, at the reporting date, the “Regulatory” Net Invested Capital103, closely related to the cash flows generated by the management of the concession, was tested for recoverability (Impairment test) prepared on the basis of the cash flows of the economic and financial plan covering the period 2026– 2052, which was approved by the Board of Directors of Anas SpA on 5 March 2026. The new plan, which represents – to date – the best estimate of the projected results of operations, financial position and cash flows for the coming financial years, takes into account the implementation of the 2021–2025 Programme Contract, and the changed legislative and regulatory environment. Specifically, the value configuration used to determine the recoverable value of the cash-generating unit is the “value in use,” calculated, in this case, by using cash flow projections based on the Plan’s financial forecasts, considered for an explicit period up to 2052, assuming the adjustment to the Concession until that date, currently expiring on 31 December 2032, based on the regulatory developments previously described. For the purpose of determining the recoverable value, an estimate of the discounted residual value (terminal value) was also included, based on the assumption that it is equal to the Regulatory Net Invested Capital at the end of the Concession term. The cash flows underlying the industrial plan are based primarily on the plan approved by the Board of Directors in March 2026, which is based on the following assumptions: a) investment figures up to 2034 have been determined by taking into account investments currently underway, and the overall project portfolio of the 2021–2025 Programme Contract, b) investment values for subsequent years have been estimated by taking into account a prudent reduction, with growth limited to the price adjustments provided for in the economic frameworks; c) investment-related costs are estimated by using the same assumptions as above; and d) other cost items for the five-year period 2026–2030 incorporate the planning carried out by the relevant departments, whilst from 2031 onwards, they are expected to grow at a rate equal to inflation, with the exception of the

electricity cost component, for which a specific analysis has been carried out. The CGU’s expected cash flows were discounted based on a discount rate (“WACC”) of 4.15%, which was deemed adequate to discount these cash flows. The successful completion of the impairment test did not reveal any impairment loss on the Concession and the Net Invested Capital of Anas to be recognised in the financial statements at 31 December 2025. After taking account of the key assumptions reported above, the sensitivity analysis with respect to the discount rate (WACC +0.5%), other things being equal, would not result in the recognition of an impairment loss. It is specified that the break-even WACC (value in use equal to “Regulatory” Net Invested Capital) is 9.4%. If any possible and future developments should lead to considerations and results different from the expected ones, the carrying value of the concession could be reduced on the basis of the cash flows expressed by a reworked EFP accordingly. It should be noted that the above assessments have taken into account the impacts of climate change, even though these are currently only marginal. The concession is amortised systematically over the term of the current concession (i.e., until 2032) and, consequently, the amortisation charge of the year amounts to €99 million. Investments in assets under development and payments on account, reclassifications and placement in service refer to the software development and implementation costs, measures to improve the efficiency of production processes and the increase in the efficiency and streamlining of sales channels for the Group’s business. Impairment testing In accordance with IAS 36 – Impairment of assets, impairment tests were performed on goodwill and non-current assets with an indefinite useful life or on other non-current assets where necessary (i.e., if there were trigger events). The recoverability assessment was conducted on a cash generating unit (“CGU”)-by-cash generating unit (“CGU”) or CGU group level to which the goodwill was allocated. Specifically, in addition to that highlighted in the above paragraph, the impairment test in 2025 involved the recognised goodwill arising from the acquisitions of Netinera Deutschland GmbH Group and the Exploris Group, and that arising from Busitalia - Sita Nord Srl, Cremonesi Workshop, Hellenic Train and Mercitalia Shunting & Terminal, each of which represents an independent Cash Generating Unit (CGU).

103. The Regulatory Net Invested Capital includes the following financial statements items: Property, plant and equipment, Intangible assets, Inventories, Tax assets, Trade receivables, Trade payables, Other current and non-current assets, contract work in progress, Other current and non-current liabilities, Current and non-current contract advances, Current and non-current concession assets and Provision for risks and charges

Consolidated Financial Statements at 31 december 2025

355

With respect to these CGUs, the test was carried out using 2025 forecast figures and the amounts included in the latest industrial plan approved by their management. With respect to the various CGUs mentioned above, the test was carried out by comparing net invested capital with the recoverable amount of each CGU, being the higher of a CGU’s fair value and its value in use. The terminal value was estimated on the basis of the best assumptions made by management (Perpetuity or NIC depending on the peculiarities of the business to which the CGU refers), using growth rates similar to those included in the long-term forecasts of the inflation rate equal to 1.5-2%. The discount rate used is the weighted average cost of capital (“WACC”) for each CGU. The application of the financial method to determine the CGU

Goodwill (millions of Euros)

Discount rate (WACC)

Growth Rate

Netinera Deutschland

5.40%

1.50%

Mercitalia Shunting & Terminal

6.00%

1.90%

Busitalia- CGU Umbria

5.50%

n.a.

Cremonesi Workshop

6.80%

1.90%

Exploris Group

5.80%

2.00%

Hellenic Train

6.70%

2.00%

With regard to the Umbria CGU, the long-term growth rate has not been taken into account, as the terminal value has been estimated on the basis of the liquidation value of the assets, net of any remaining liabilities at the end of the explicit forecast period. The sensitivity analysis applied to the discount rate and the growth rate (+/- 25 basis points) showed no significant effects on the outcome of the assessments made. Furthermore, in accordance with the guidelines issued by ESMA, and CONSOB, regarding the monitoring of the effects of climate change and their impact on impairment tests for non-financial assets, the Group has developed a risk analysis by using quantitative tools such

356

recoverable value and the subsequent comparison with the respective book values involved, mainly, for each CGU subject to impairment test, the estimation of the post-tax WACC, the value of the operating flows inferred from the Business Plans approved by the Boards of Directors, the terminal value, and the growth rate used to project the flows beyond the horizon of the approved plan. The table below provides information on the main values in relation to the impairment test of goodwill allocated to the group of CGUs referable to the scope of Group activities:

Ferrovie dello Stato Italiane Group

as the application of an econometric model to estimate the relationship between macroeconomic and climaterelated variables, and the key economic and financial indicators of interest to the various FS Group companies. In particular, the analysis examined how margins are affected by key macroeconomic and environmental variables (e.g. producer price index, GDP per capita, average temperatures, average rainfall, etc.). In addition to the above, Monte Carlo analyses were carried out to understand the relationships between the individual key variables, and to support the definition of possible alternative scenarios and, more generally, the level of volatility in the forecasts. The impairment test did not reveal any impairment losses in relation to the CGUs included in the scope of the analysis.

25. DEFERRED TAX ASSETS (€94 MILLION) AND DEFERRED TAX LIABILITIES (€139 MILLION) millions of Euros

31.12.2025

31.12.2024

Gross deferred tax liabilities

465

477

Deferred tax assets that can be offset

(326)

(344)

Deferred tax liabilities

139

133

Deferred tax assets net of the loss allowance

420

429

Deferred tax liabilities that can be offset

(326)

(344)

Deferred tax assets

The table below shows the amount and nature of deferred tax assets and deferred tax liabilities, as well as the changes that were recorded in 2025 in deferred taxes stated for the main temporary differences. millions of Euros

31.12.2024 Incr. (decr.) through profit or loss

Incr. (decr.) through OCI

31.12.2025

(1)

420

Deferred tax assets

429

(8)

Assets

(9)

Inventories

(1)

Provisions

(17)

Tax losses

Post-employment benefits

IFRS 16

(11)

Other

128

Deferred tax liabilities

477

(10)

Assets

232

(18)

214

Inventories

(1)

Provisions

Financial instruments

(3)

Post-employment benefits

IFRS 16

(8)

Other

111

4 (1)

80 139

(2)

465

The changes in the year reflect new temporary differences and releases by the Group companies in the year. Other changes show increases and decreases linked to the change in the scope of consolidation.

Consolidated Financial Statements at 31 december 2025

357

26. EQUITY-ACCOUNTED INVESTMENTS (€862 MILLION) The table of amounts of equity investments under review, grouped by category, and their changes during 2025 is shown below: millions of Euros

Closing balance at 31.12.2024

% of investment

B.B.T. SE SpA

172

Trenitalia TPER Scarl*

Trenord Srl

TELT Sas

Verkehrsbetriebe Osthannover GmbH*

Other**

Decrease due to dividends

Change in the consolidation scope

Income statement impact

Other

Closing balance at 31.12.2025

% of investment

191

Investments in joint arrangements

(2)

(1)

Investments in associates Ferrovie Nord Milano SpA

(1)

Metro 5 SpA

(5)

Quadrante Europa Terminal Gate SpA

Stretto di Messina SpA

292

294

Other**

(4)

Total

819

(12)

862

* Despite holding more than half of the related voting rights, the Group does not control this entity in accordance with an agreement entered into with the other shareholders. ** “Other” investments in associates and joint arrangements include similar situations which are not broken down as they are not significant.

“Other” investments in jointly-controlled entities essentially refer to Tunnel Ferroviario del Brennero SpA’s subscription of BBT SE’s share capital (€298 million), which was partially offset by the grants related to assets from the MEF to RFI SpA under chapter 7122 for financial investments (€279 million). These amounts were recognised as an adjustment to the carrying amount of the investment.

358

Ferrovie dello Stato Italiane Group

Among investments in joint arrangements, TELT Sas carried out a €118 million capital increase, fully offset by the increase in the grants related to assets disbursed by the MIT in connection with the financial investments under chapter 7532. The income statement impact mainly refers to the profits/ losses for 2025.

Investments in joint arrangements The following financial information is provided about the most significant investments in joint arrangements. The following tables also include a reconciliation between

the investment’s summarised financial information, for the year shown in the table, and its consolidated carrying amount. millions of Euros

Trenord Srl

TELT Sas

BBT SE

31.12.2025

31.12.2024

31.12.2025

31.12.2024

31.12.2025

31.12.2024

50%

Cash and cash equivalents

153

356

425

Current financial assets

Other current assets

310

312

357

1,113

% of investment

Current assets

383

418

509

1,469

521

Non-current assets

1,034

868

4,977

4,178

5,195

4,601

Current liabilities

(702)

(617)

(479)

(1,463)

(255)

(274)

Non-current liabilities

(581)

(549)

(5,006)

(4,183)

(2,146)

(1,598)

Equity

134

120

3,315

2,815

Equity attributable to the owners of the parent

1,657

1,407

Elimination of gain on business unit contribution

(9)

Other adjustments

(6)

(1,466)

(1,235)

Carrying amount of the equity investment

191

172

Revenue

981

960

Total Statement of comprehensive income

Share of comprehensive income attributable to the Group

Dividends received from the Group *Reclassification of the governments grants related to assets disbursed to the former parent RFI SpA up to 2006 and reclassified in accordance with the Group’s accounting policies (as per IAS 20.27). These grants are used to finance the studies and preliminary works for the construction of the international section of the Turin-Lyon railway line. They are not presented in equity in accordance with French GAAP.

Consolidated Financial Statements at 31 december 2025

359

Investments in associates

also include a reconciliation between the summarised financial information, the reporting period of which is indicated in the table header, and the consolidated book value of the individual investment.

The tables below summarise the economic and financial information on investments in associates held by the Group, which are considered individually material. They

millions of Euros

Gruppo Ferrovie Nord Milano

Metro 5 SpA

30.09.2025

30.09.2024

31.12.2025

31.12.2024

31.12.2025

31.12.2024

% of investment

15%

37%

43%

Current assets

975

994

133

123

503

508

Non-current assets

1,315

1,301

567

582

276

268

Current liabilities

(894)

(950)

(98)

(91)

(83)

(85)

Non-current liabilities

(929)

(950)

(370)

(395)

(5)

Equity

467

395

232

219

691

686

Equity attributable to the owners of the parent

294

292

Other adjustments

(6)

(5)

Carrying amount of the equity investment

294

292

Revenue

673

640

Profit (Loss) for the year

Other comprehensive income Total Statement of comprehensive income

(3) 65

Share of comprehensive income

attributable to the Group

Dividends received from the Group

27. SERVICE CONCESSION ASSETS – CURRENT AND NON-CURRENT (€4,091 MILLION) Service concession assets - current and non-current, total €4,091 million (the current portion amounts to €3,624 million) and relate to the production output generated on the infrastructure under concession, mainly motorways, whose reimbursement by the relevant ministries or bodies is pending. At 31 December 2024, this caption amounted to €3,415 million (current portion: €3,325 million). The amount, shown net of the IFRS 9 loss allowance (€102 million), substantially comprises the costs incurred by Anas SpA, whose reporting and claim for reimbursement has already been submitted to the competent ministries and bodies, and those incurred by said company which will be recognised in the future as they refer to production completed, but not yet paid

360

Stretto di Messina

Ferrovie dello Stato Italiane Group

to contractors, as well as to costs incurred by RFI SpA on the railway lines under concession (Umbria, Udine Cividale and Turin-Ceres-Canavesana). The provision increased by a net €4 million, following the elimination of potential impairment losses on certain concession assets with local authorities. The €676 million increase on 2024 is mainly attributable to the combined effect of the production for the period (+€2,666 million), receipts and reclassifications (-€2,015 million), the discounting (-€17 million), the increase in the provision for write-down (-€3 million), and the progress of works on the lines under concession (+€45 million). Service concession financial assets are discounted using a 3.2% rate, which reflects the current borrowing costs of Anas SpA’s loans. The discounted effect is taken to profit or loss as cost.

28. FINANCIAL ASSETS (INCLUDING DERIVATIVES) (€575 MILLION) millions of Euros

Carrying amount 31.12.2025

31.12.2024

Changes

Noncurrent

Current

Total

Noncurrent

Current

Total

Noncurrent

Current

Total

(6)

(10)

(16)

Hedging derivatives

Other equity investments

Securities and loans

(2)

Fifteen-year grants from the MEF

(10)

Loans

160

169

185

199

(25)

421

504

Other loans Other financial assets

(5)

(30)

(83)

Gross financial assets

394

452

846

430

544

974

(36)

(92)

(128)

Loss allowance

(53)

(218)

(271)

(55)

(205)

(260)

(13)

(11)

Total financial assets

341

234

575

375

339

714

(34)

(105)

(139)

This caption fell by €139 million mainly as a result of the changes described below. Following the fair value measurement carried out at 31 December 2025, hedging derivatives decreased by €16 million, due to the trend in hedged rates during the reporting period. For more details on hedging operations, see the section on risk management.

“Other equity investments”, which include the fair value of non-controlling interests, i.e., equity investments over which control or connection is no longer held, amount to €87 million and increased by €7 million, mainly as a result of the recognition of the investment in FS Energy (+€5 million).

millions of Euros

Value at

% of investment

Value at

31.12.2025

31.12.2024

AIE

Eurofima

FS Energy

Other

Gross other equity investments

Loss allowance

Total other equity investments

The fifteen-year grants from the MEF, equal to €75 million, mainly consist of the discounted amount due in connection with the grants provided for by article 25.1 of Decree Law no. 4 of 27 January 2022, converted by Law no. 25 of 28 March 2022, as relief for the effects of Covid-19 and linked to the railway infrastructure business. The recognised amount represents the discounting of the long-term expenditure commitment (€10 million for each of the years from 2022 to 2034) and showed a decrease compared to 2024 as a result of the collection for the year.

% of investment

“Loans” showed a decrease of €30 million following the seizure of cash and cash equivalents in bank and postal current accounts, which, as at 31 December 2025, were unavailable due to seizures arising from disputes with various suppliers. “Other loans” showed an overall decrease of €83 million, mainly attributable to the receivable for amounts to be collected in relation to treasury accounts (-€149 million), offset by higher receivables arising from the group’s factoring activities (+€25 million), and the

Consolidated Financial Statements at 31 december 2025

361

advance payment made for the construction and maintenance of rolling stock in Germany (+€38 million). The loss allowance, which amounted to €271 million as

at 31 December 2025, increased by €11 million, mainly due to the effect of the interest accrued during the period on financial receivables recognised, the likelihood of recovery of which is uncertain.

29. CURRENT AND NON-CURRENT TRADE RECEIVABLES (€2,248 MILLION) millions of Euros

31.12.2025 Noncurrent

31.12.2024

Current

Total

1,764

246

248

- regions

344

- government

Noncurrent

Changes Total

1,782

(18)

208

210

344

407

(63)

351

388

(37)

Group companies

180

210

(30)

Contract assets for contract work in progress

244

308

(64)

Other trade receivables

(10)

3,196

3,198

3,380

3,382

(184)

(950)

(910)

(40)

2,246

2,248

2,470

2,472

(224)

Government authorities and other public authorities

Total

1,782

Noncurrent

Current

Ordinary customers

Current

Public service contracts:

Gross trade receivables Loss allowance Total trade receivables

“Current and non-current trade receivables”, net of the loss allowance, amount to €2,248 million, down €224 million on the previous year end. Those from ordinary customers showed a decrease of €18 million, which, in addition to the normal changes in the amounts collected in the period, was mainly due to the following factors: i) the increase in amounts due from ordinary customers connected with the Riyadh Metro contract abroad (+€50 million); ii) the decrease in amounts due from ordinary customers in the rail transport sector, in particular as a result of penalties receivable from a supplier of rolling stock (-€55 million); iii) a decrease in receivables from domestic and foreign third-party Railway Undertakings for the use of railway infrastructure (-€20 million); and iv) an increase in receivables arising from the charge-back of costs incurred in connection with the dismantling works at Scalo Farini (+€20 million). Amounts due under service contract show an overall decrease of €100 million, due to a reduction in receivables from Regional Governments (-€63 million) as a result of the trend in the performance and rebalancing of Service Contracts, as well as to the receipt relating to the adjustment of the fees under the Service Contract with the MEF accrued in the 2018–2020 period (–€35 million). Amounts due from Group companies decreased by €30 million related primarily to changes in the scope of 362

Ferrovie dello Stato Italiane Group

consolidation resulting from the disposal of equity investments held by Anas SpA in concessionaire companies, for which reference should be made to paragraph 20 “Assets and liabilities held for sale and disposal groups” (-€14 million), as well as to the normal trend in cash inflows for the period, relating in particular to Trenord and TPER (-€16 million). Contract assets for contract work in progress of €244 million reflect the gross amount due from customers for work in progress on contracts for which it incurred costs, plus recorded profits and less recorded losses, exceeding progress billing. The decrease in the year (-€64 million) is substantially due to the payment received from the MIT, drawn from NRRP funds, for the supply of new Intercity hybrid trains (-€31 million), offset by higher receivables relating to cyclical maintenance work on trains on gratuitous loan for use at the Regional Government’s expense (+€4 million), as well as to works performed on roads not yet under concession, for which there was a decrease compared with the previous financial year (-€31 million) due to the adjustment of grants disbursed to concessionaire companies pending reimbursement from the MIT, offset by production during the financial year on roads not yet under concession (+€10 million). The following table gives a breakdown of non-current and current trade receivables, including contract assets for contract work in progress, by geographical segment:

millions of Euros

31.12.2025

31.12.2024

Changes

Italy

2,811

3,019

(208)

Eurozone countries

280

279

United Kingdom

(8)

(24)

Other non-Euro EU European countries

Other non-EU European countries

(15)

Other countries

3,198

3,382

(184)

Total

The following table gives a breakdown of non-current and current trade receivables, including contract assets for contract work in progress, by geographical segment divided into Business Sectors: millions of Euros

31.12.2025

Italy

Transport – Transport Infrastructure Infrastructure Other Eliminations Transport and Passengers International - Freight - Railways - Roads services adjustments Passengers

Ferrovie dello Stato Italiane Group

1,496

334

968

417

539

(945)

2,811

Eurozone countries

228

(66)

280

United Kingdom Other European countries (non-Euro EU) Other non-EU European countries Other countries

(8)

(5)

(8)

Total

1 1,560

32 1

13 222

420

986

60 418

608

74 (1,016)

3,198

millions of Euros

31.12.2024

Italy

Transport – Transport Infrastructure Infrastructure Other Eliminations Transport and Passengers International - Freight - Railways - Roads services adjustments Passengers 1,650

Eurozone countries

194

United Kingdom Other European countries (non-Euro EU) Other non-EU European countries Other countries

Total

331

936

492

475

(865)

3,019

(75)

279

(6)

25 14

1,757

209

Ferrovie dello Stato Italiane Group

423

949

24 11 493

497

19 (946)

3,382

Consolidated Financial Statements at 31 december 2025

363

30. OTHER NON-CURRENT AND CURRENT ASSETS (€15,895 MILLION) millions of Euros

31.12.2025

31.12.2024

Noncurrent

Current

Total

Other assets from Group companies

VAT assets

MEF

6,390

2,790

MIT

2,225

Grants related to assets from the EU, other Ministries Government for litigation

407

Other government authorities

Sundry assets and prepayments and accrued income

Noncurrent

Current

Total

9,180

3,990

3,652

7,642

998

3,223

2,440

540

2,980

407

463

746

809

177

2,338

2,375

9,129

6,973

Loss allowance

(11)

Total other assets

9,118

Gross other assets

Changes Noncurrent

Current (1)

Total

(14)

2,400

(862)

1,538

(215)

458

243

463

(56)

711

888

(114)

(79)

2,076

2,111

262

264

16,102

7,111

7,092

14,203

2,018

(119)

1,899

(196)

(207)

(9)

(195)

(204)

(2)

(1)

(3)

6,777

15,895

7,102

6,897

13,999

2,016

(120)

1,896

The assets with the MEF and the MIT, totalling €12,403 million, are mainly related to: • grants in favour of RFI SpA (€9,657 million); • grants earmarked for FS Italiane SpA for the Tunnel Euralpin Lyon Turin – TELT, the balance of which amounted to €2,199 million in December 2025; • MIT grants earmarked for Grandi Stazioni Rail SpA for the “Grandi Stazioni” scheme and to redevelop and improve the safety and accessibility of large railway stations and enhancing interchange between the rail and other transport systems (€32 million);

(56)

• one-time grants disbursed by the MEF and the MIT in favour of the FS Italiane Group for the epidemiological emergency caused by Covid-19 (€456 million), recognised in full in previous years, net of the recognition in the year of the reversal of the discounting on the grants previously recorded; • grants in favour of Anas SpA (€55 million), provided for in Article 4, point 3 of Decree Law no. 10 of 5 February 2024 to be disbursed as from 2032, to cover any costs associated with the maintenance and safety of the road network, in the local areas affected by the sporting events at the Milan Cortina 2026 Winter Olympic and Paralympic Games.

The table below shows the changes in total grants: millions of Euros

Grants in favour of the FS Group

31.12.2024

Increases

Decreases

Other changes

31.12.2025

MEF

185

1,275

(1,282)

MIT

429

117

(273)

351

Total grants related to income

614

1,392

(1,555)

529

MEF

7,457

7,935

(6,390)

9,002

MIT

2,551

1,914

(1,593)

2,872

Total grants related to assets

10,008

9,849

(7,983)

11,874

10,622

11,241

(9,538)

Grants related to income: 178

Grants related to assets:

Capital injections: MIT Total grants to the FS Italiane Group

364

Ferrovie dello Stato Italiane Group

12,403

Grants related to income The following were recognised in 2025: • €1,256 million from the MEF, mainly in relation to the Government Programme Contract. These amounts were granted using the chapter 1541 funds according to the allocations in the 2025 Budget Act. The amounts were all collected during the year; • €16 million from the MEF for the expected grant in relation to the Milan Cortina 2026 Winter Olympic and Paralympic Games; • €95 million from the MIT relating to the grant for freight for 2025; • additional €14 million from the MEF related to measures to combat the epidemiological emergency from COVID-19 as a result of the recognition of reversal of discounting on grants previously stated; • additional €8 million from the MIT relating to the Ferrobonus freight rail transport incentive from MITMEF Interministerial Decree of 30 August 2023, no. 134 “Ferrobonus”, due for the current financial year.

A total of €9,538 million was collected during the year.

Grants related to assets The following grants were recognised in 2025: • €7,935 million from the MEF, mainly in relation to the Government Programme Contract. These amounts were granted for investments and extraordinary maintenance to develop and update railway infrastructure, as established by the 2025 Budget Act, as well as by the 2013 Stability Act, refinanced under the 2015 Stability Act, the 2014 Stability Act and Decree Law 59/2021 (converted by Law no. 108/2021). This caption also includes the additional allocations for operating plans 4, 5, 7, 9, 10, 11, 12, 13, 15 and 16, 7561; • €1,914 million from the MIT, mainly consisting of works on the Turin – Lyon railway line (€615 million), the fund for the continuation of public works under Decree Law no. 76/2020, Article 7(1) (€970 million), and works provided for under Chapter 7518 for the HS/HC Milan–Genoa line – Terzo Valico dei Giovi (€330 million).

Amounts due from other government authorities decreased by €79 million on the previous year, largely due to a decrease in receivables from Cassa per servizi energetici e ambientali (CSEA) (-€36 million), a reduction in receivables from the regions for NRRP grants (-€65 million), and an increase in receivables from the Greek Ministry of Transport (+€30 million) due to the offsetting effect of the recognition of fees for the performance of the public service contract (+€163 million, including under-compensation for previous financial years), cash receipts for the period (-€112 million), and reclassifications of items relating to companies that are no longer publicly owned (-€21 million).

The grants related to assets recognised as amounts due from the MEF and the MIT as per the Government Programme Contract mostly refer to work not yet performed. Accordingly, they have a balancing entry in liabilities under payments on account. Grants related to assets from the EU, other Ministries and other of €21 million include grants received from the European Union, other Ministries and other bodies. The amounts from the government for disputes of €406 million cover disputes in connection with works on road infrastructure that are deemed probable and relate to projects financed by grants for which, unlike investments against a consideration, the risk of additional costs no longer lies with Anas SpA. The €57 million decrease substantially refers to the updating of the annual estimate of the dispute.

Sundry assets and prepayments and accrued income rose by €264 million on 2024, mainly due to higher advances to suppliers for railway network works, and the supply of new rolling stock.

Consolidated Financial Statements at 31 december 2025

365

The following table gives a breakdown of other non-current and current assets by geographical segment: millions of Euros

31.12.2025 Italy Eurozone countries

31.12.2024

Changes

15,770

13,765

2,005

269

372

(103)

United Kingdom

(17)

Other European countries (non-Euro EU)

Other non-EU European countries

(2)

Other countries

16,102

14,203

1,899

Total

The following table gives a breakdown of other non-current and current assets by geographical segment divided into Business Sectors: millions of Euros

31.12.2025

Italy Eurozone countries United Kingdom Other European countries (non-Euro EU) Other non-EU European countries United States

TransportPassengers

Transport – Infrastructure Infrastructure Other Eliminations International Transport and Freight - Railways - Roads services adjustments Passengers

776 6

379

10,298

2,371

2,579

306

15,770

268

269

1 25

(9)

Other countries Total

19 790

380

Ferrovie dello Stato Italiane Group

121

10,386

2,371

2,626

19 572

16,102

millions of Euros

31.12.2024

Italy

Transport – Infrastructure Infrastructure Other Eliminations International Transport and - Freight - Railways - Roads services adjustments Passengers

823

Eurozone countries

344

United Kingdom Other European countries (non-Euro EU) Other non-EU European countries Other countries

Total

366

TransportPassengers

8,864

2,418

2,147

(563)

18 13

24 6

Ferrovie dello Stato Italiane Group

362

13,765 372

830

Ferrovie dello Stato Italiane Group

117

8,875

14 2,418

2,164

18 (563)

14,203

31. INVENTORIES (€2,530 MILLION) millions of Euros

31.12.2025 Raw materials, consumables and supplies

31.12.2024

Change

2,136

2,008

Land and buildings held for trading

600

612

(12)

White certificates

(4)

Gross inventories

2,829

2,716

113

Loss allowance

(299)

(285)

(14)

Total inventories

2,530

2,431

Work in progress and semi-finished products

Raw materials, consumables and supplies comprise the inventories to be used in investments, superstructure material, electrical systems, navigation equipment and maintenance materials. The €128 million increase is mainly the combined effect of the following factors: • net decrease in inventories (-€32 million) related to lower purchases of materials in 2025, amounting to €1,227 million, compared to the consumption of materials, amounting to €1,259 million; • increased production at the National Workshops in Bari, Pontassieve and Bologna by €162 million for the construction of frogs, switches, insulating joints, glued joints and electrical equipment. The provision for inventory write-downs, relating mainly to raw materials, supplies and consumables, showed an increase of approximately €13 million during the year,

128

following an analysis of slow-moving and/or obsolete stock. Land and buildings held for trading refer to the properties held by the Group which will be sold. The €12 million net decrease is mainly due to the sales in the areas of Gallarate, Napoli Campi Flegrei, Bologna Mascarella, and other minor assets, mainly attributable to the housing assets of the group. White certificates, which showed a decrease of €4 million compared to the previous year, comprise the energy efficiency certificates accrued by Group companies at the reporting date following the achievement of energy savings through the application of technologies and efficient systems.

32. CASH AND CASH EQUIVALENTS (€1,911 MILLION) millions of Euros

31.12.2025

31.12.2024

Change

Bank and postal accounts

1,503

850

653

Cash and cash on hand

108

(19)

Cash pooling accounts

320

196

124

Gross balance

1,912

1,154

758

Loss allowance

(1)

Total cash and cash equivalents

The increase in this item, amounting to €757 million, was mainly attributable to the rise of €653 million in bank and postal accounts recorded in the current period, due to funding raised during 2025, and to the increase of €124 million in treasury current accounts. For a breakdown of the changes in the balance, reference should be made to the statement of cash flows.

1,911

(1) 1,154

757

33. TAX ASSETS (€111 MILLION) Tax assets amount to €111 million at 31 December 2025 (31 December 2024: €95 million) and relate to prior year income tax assets and foreign withholding taxes. The increase (+€16 million) is attributable to the higher withholding tax credits accrued during the year.

Consolidated Financial Statements at 31 december 2025

367

34. EQUITY ATTRIBUTABLE TO THE OWNERS OF THE PARENT (€41,599 MILLION) Changes in the main equity captions in 2025 and 2024 are shown in the statement of changes in equity. Share capital The parent’s share capital at 31 December 2025, fully subscribed and paid up by the sole shareholder, the MEF, was made up of 31,062,952,307.00 ordinary shares, with a value of €1 each, for a total of €31,063 million. Legal reserve The legal reserve amounts to €6,212 million, equal to 20% of the share capital under Art. 2430 of the Italian Civil Code. Other reserves The capital reserve, amounting to €2 billion, was set aside on 25 March 2024 in accordance with the resolution passed by the Extraordinary Shareholders’ Meeting of FS on 29 November 2023, concerning the voluntary reduction of the share capital. Translation reserve The translation reserve is negative by €5 million and reflects the changes in exchange rates during the year (-€9 million).

368

Ferrovie dello Stato Italiane Group

Hedging reserve The hedging reserve includes the effective portion of the cumulative net change in the fair value of cash flow hedges relating to transactions that have not yet arisen and the portion of the accumulated reserve with previous financial instruments in relation to which, in 2012, the counterparties exercised the contractually-permitted early option. At 31 December 2025, this reserve was positive by €37 million (€43 million at 31 December 2024), essentially due to the fair value measurement of hedging instruments at the reporting date (decrease of €6 million). Actuarial reserve The actuarial reserve, which includes the effects of actuarial gains and losses on post-employment benefits and the Free Travel Card, is a negative €321 million at the reporting date (31 December 2024: negative by -€329 million). Retained earnings Retained earnings of €2,578 million substantially refer to the retained earnings and losses carried forward of the consolidated companies and prior year consolidation adjustments. Other comprehensive income (net of the tax effect) The statement of comprehensive income, to which reference should be made, shows other comprehensive income net of the tax effect.

35. NON-CONTROLLING INTERESTS (€199 MILLION) The following table shows the financial highlights of each subsidiary with significant non-controlling interests for the Group, before intraGroup eliminations. Consequently,

these figures match the information provided by these companies in their financial statements.

millions of Euros

Tunnel Terminal Italcertifer Ferroviario NETINERA Intermodalidad Alptransit Deutschland de Levante SA SpA del Brennero Srl Group SpA Balances at 31.12.2025 Non-controlling interest (%) Current assets Non-current assets Current liabilities Non-current liabilities Net assets

49%

42%

44.33%

8.62%

108

624

702

1,610

797

(79)

(14)

(8)

(681)

(679)

(9)

(3)

(515)

(7)

1,718

224

148

Net assets pertaining to non-controlling interests Revenue

323

Loss for the year

(12)

(1)

(12)

(1)

Other comprehensive income Comprehensive expense Profit (loss) attributable to non- controlling interests Other comprehensive income attributable to non-controlling interests Net cash flow from operating activities Net cash flow from investing activities Net cash flow from financing activities Total net cash flow for the year

(4)

(17)

(48)

(21)

(4)

Other subsidiaries which are Eliminations/ Total individually Adjustments immaterial

199

(5)

1.163

164

(298)

(36)

(1)

298

(55)

Consolidated Financial Statements at 31 december 2025

369

millions of Euros

Tunnel Terminal Mercitalia Ferroviario NETINERA Intermodalidad Alptransit Intermodal del Deutschaland de Levante SA Srl SpA Brennero Group SpA Balances at 31.12.2024 Non-controlling interests (%) Current assets

49%

Non-current assets Current liabilities Non-current liabilities Net assets Net assets pertaining to non-controlling interests Revenue Loss for the year Other comprehensive income Comprehensive expense Profit (loss) attributable to non- controlling interests Other comprehensive income attributable to non-controlling interests Total net cash flows for the year Dividends paid to non-controlling interests

42%

46,72%

496

716

1.410

806

(94)

(2)

(105)

(549)

(691)

(5)

(10)

(526)

1.420

227

129

308 (32)

(6)

Total

9,08%

199 (1)

Other subsidiaries Eliminations/ which are individually Adjustments immaterial

190

(10)

1.088 1

14 2

(32)

(1)

(6)

(15)

(3)

(1)

The balance of €199 million at 31 December 2025 remained substantially unchanged compared to 2024 (€190 million); the main changes were related to the capital increases and/or share premium reserve

16 (1)

(49)

of Tunnel Ferroviario del Brennero – Società di Partecipazioni SpA (+€18 million), and the loss for the year (-€5 million).

36. NON-CURRENT AND CURRENT LOANS AND BORROWINGS (€16,298 MILLION) millions of Euros

Carrying amount Non-current loans and borrowings, net of the current portion

31.12.2025

31.12.2024

Changes

Bonds

7,737

7,716

Bank loans and borrowings

3,777

1,939

1,838

11,524

9,658

1,866

Loans and borrowings from other financial backers Total

370

Ferrovie dello Stato Italiane Group

millions of Euros

Carrying amount Current loans and borrowings and current portion of non-current loans and borrowings

31.12.2025

31.12.2024

Changes

Bonds (current portion)

1,276

1,598

(322)

Bank loans and borrowings (current portion)

3,498

4,464

(966)

Loans and borrowings from other financial backers (current)

(5)

Total

4,774

6,067

(1,293)

Total loans and borrowings

16,298

15,725

573

“Bonds” at 31 December 2025 comprise: • thirteen bonds (private placement), issued by the parent and fully subscribed by the Swiss investee, Eurofima SA (private placement). The aim of these bonds is to finance rolling stock, used for public service, with a total nominal value of €2,351 million and an outstanding book value (residual debt + accrued interest) of €2,359 million. Repayment will

take place in one instalment at the maturity date. Coupons accrue every six months at the variable interest rate for all thirteen bonds. The bonds are not listed on any “official markets” or national or foreign Stock Exchanges, may not be traded, and will remain on Eurofima’s balance sheet as the sole subscriber. They may be analysed as follows: millions of Euros

EUROFIMA series

Currency

Date of issue Nominal interest rate

Amount of the issue

Carrying amount at 31.12.2025

Date of maturity

€

15/05/2006

6M Euribor + Spread

190

191

15/05/2026

€

15/05/2006

6M Euribor + Spread

100

15/05/2026

€

23/04/2007

6M Euribor + Spread

129

30/03/2027

€

19/04/2007

6M Euribor + Spread

116

15/05/2026

€

22/05/2007

6M Euribor + Spread

30/03/2027

€

19/12/2019

6M Euribor + Spread

200

201

10/10/2034

€

02/04/2020

6M Euribor + Spread

200

201

10/10/2034

€

30/06/2020

6M Euribor + Spread

200

201

20/05/2030

€

31/07/2020

6M Euribor + Spread

240

241

10/10/2034

€

19/04/2021

6M Euribor + Spread

250

251

23/04/2041

€

07/06/2022

6M Euribor + Spread

160

161

10/10/2034

€

16/06/2023

6M Euribor + Spread

100

16/06/2033

€

26/05/2025

6M Euribor + Spread

400

401

21/05/2040

2,351

2,359

Total

• sixteen bonds related to the Euro Medium Term Notes Programme placed by FS Italiane SpA on the Dublin Stock Exchange with a nominal amount of €6,740 million and an outstanding carrying amount (residual debt + accrued interest) of €6,669 million, as described below. Specifically, tranches 10, 17,

18, 19, 20, 21, 22, 23 and 25 are green bonds issued as part of the Green Bond Framework set up by FS Italiane SpA in 2017 and updated in 2022, and tranches 14, 18, 19, 23 and 24 are private placements entirely subscribed by the European Investment Bank.

Consolidated Financial Statements at 31 december 2025

371

millions of Euros

EMTN series

Amount Carrying amount of the issue at 31.12.2025

Coupon

Date of maturity

1.65%

25/07/2031

200

202 6M Euribor + 0.982%

26/03/2030

1.13%

09/07/2026

Currency

Date of issue

€

25/07/2016

€

26/03/2018

€

09/07/2019

700

704

€

07/08/2019

100

1.04%

07/08/2029

€

23/12/2019

140

6M Euribor + 0.90%

23/12/2029

14*

€

31/07/2020

150

6M Euribor + 1.23%

31/07/2032

€

04/12/2020

250

0.64%

04/12/2030

€

25/03/2021

1000

1001

0.38%

25/03/2028

18*

€

23/12/2021

350

294

6M Euribor + 0.62%

23/12/2038

19*

€

20/07/2022

200

184

6M Euribor + 1.35%

20/07/2039

€

14/09/2022

1100

1128

3.75%

14/04/2027

€

23/05/2023

600

613

4.13%

23/05/2029

€

23/05/2023

500

510

4.50%

23/05/2033

€

14/12/2023

500

501

6M Euribor + 1.60%

14/12/2040

24*

€

04/12/2024

100

6M Euribor + 1.15%

04/12/2036

€

24/06/2025

800

811

3.38%

24/06/2032

Total

6,740

6,669

* amortising repayment plan.

This caption decreased as a result of the periodic measurement of the FVH, which, during the year, generated a negative differential of €15 million. In 2025, the amount of bonds (both current and noncurrent) decreased by €301 million, substantially due to the redemptions of €1,501 million for the period, which was offset by the new bond issue under the Euro Medium Term Notes Programme (EMTN) and fully subscribed by the European Investment Bank (BEI), and under the Eurofima Programme, for an amount of €1,200 million. Bank loans and borrowings (current / non-current) increased by €872 million in 2025, mainly as the combined and opposing effect of the following: • new subscriptions for €298 million, of which: i) the execution of two new loan agreements with ISP (+€250 million) expiring by 2031; ii) the execution of new loans (+€48 million) by foreign companies to support investment in property, plant and equipment; • an increase in short-term funding (+€832 million), related to the Group’s liquidity and operational needs; • repayments for the period (-€380 million), of which €320 million relating to the Euro-Commercial Paper (ECP) Programme, €58 million relating to equity contributions financed by the EIB and made during 2025, and €2 million relating to bank loans from foreign companies;

372

Ferrovie dello Stato Italiane Group

• a net increase relating to factoring transactions on the part of the Group (+€117 million). It should also be noted that, on 19 December 2024, the Parent Company entered into a four-year loan agreement with Intesa Sanpaolo for an amount of €2,000 million, intended to cover the costs of nonroutine maintenance of the railway infrastructure and characterised by ESG objectives. This loan became effective in the 2025 financial year. The transaction, awarded through a competitive tender, enabled the reclassification of the debt from short-term to medium/ long-term, with the consequent extension of the maturity to January 2029, compared with the previous short-term loan agreement for the same amount signed with Intesa Sanpaolo on 25 July 2023. Loans and borrowings from other financial backers showed an increase, net of the current portion, equal to €2 million, mainly due to the increase in loans granted by third-party shareholders. The table below shows the net financial debt, at 31 December 2025 and 31 December 2024, respectively, in line with ESMA guidance no. 39 issued on 4 March 2021 applicable as of 5 May 2021 and Consob warning notice no. 5/2021 dated 29 April 2021, and reconciled with the net financial debt prepared in accordance with the Group’s presentation approach.

millions of Euros

31.12.2025

31.12.2024

Change

1,910

1,152

758

Cash

Cash equivalents

Other current financial assets

222

324

(102)

Liquidity (A + B + C)

2,134

1,477

657

Current financial debt (including debt instruments and excluding the current portion of non-current financial debt)

3,767

4,738

(971)

Current portion of non-current financial debt

1,276

1,597

(321)

Current financial debt (E+F)

5,043

6,335

(1,292)

Net current financial debt (G-D)

2,909

4,858

(1,949)

Non-current financial debt (excluding the current portion and debt instruments)

12,460

10,590

1,870

Debt instruments

Trade payables and other non-current liabilities

Non-current financial debt

12,460

10,590

1,870

Concession assets and contract advances

(2,241)

(1,583)

(658)

of which: current portion

(3,011)

(2,716)

(295)

Total financial debt as per ESMA guidance (H+L+M)

13,128

13,865

(737)

Non-current loans and securities*

295

331

(36)

Total net financial debt (N-O)

12,833

13,534

(701)

In accordance with the Amendment to IAS 7, the reconciliation between the total changes in financial

assets and liabilities broken down by monetary and nonmonetary items is given below: millions of Euros

Cash flows generated by/(used in) financing activities

31.12.2024

Monetary items (statement of cash flows)

Cash and cash equivalents

(1,153)

(758)

Disbursement and repayment of current and non-current loans

15,725

466

Change in other financial assets

(689)

157

Change in other financial liabilities

1,234

(345)

Change in service concession assets/liabilities

(1,583)

(627)

Total

13,534

(1,107)

Non-monetary items Change in consolidation

Effects of IFRS 16

Hedging reserve

Other 31.12.2025 (1,911)

(3)

12 282

(3)

282

107

16,298

(12)

(535)

1,222

(31)

(2,241)

115

12,833

Consolidated Financial Statements at 31 december 2025

373

37. POST-EMPLOYMENT BENEFITS AND OTHER EMPLOYEE BENEFITS (FREE TRAVEL CARD) (€534 MILLION) millions of Euros

2025

2024

Present value of post-employment benefit obligations

493

545

Present value of Free Travel Card obligations

Present value of other employee benefit obligations

534

589

Total present value of obligations

Changes in the present value of liabilities for defined benefit obligations are shown in the table below. valori in milioni di euro

2025

2024

589

683

Service costs

Interest cost (*)

Actuarial (gains) losses recognised in equity

(8)

(1)

Defined benefit obligations at 1 January

of which: from changes in demographic assumptions

(1)

of which: from changes in financial assumptions

(6)

(1)

of which: based on past experience

(2)

Advances, utilisations and other changes

(66)

(114)

Total defined benefit obligations

534

589

(*) through profit or loss

Actuarial assumptions The main assumptions for the actuarial estimate process are described below: millions of Euros

2025

2024

Discount rate (post-employment benefits)

3.09%

2.94%

Discount rate (Free Travel Card)

3.96%

3.38%

Annual increase rate of post-employment benefits

3.00%

Inflation rate (post-employment benefits)

2.00%

Inflation rate (Free Travel Card)

2.00%

Expected turnover rate for employees - postemployment benefits

3.37%

3.35%

Expected turnover rate for employees - Free Travel Card

3.00%

Expected rate of advances

2.01%

1.96%

Probability of death

RG48 mortality rate published by the General Accounting Office

Disability

INPS tables broken down by gender and age

Retirement age

100% upon meeting the compulsory general insurance requirements

The following sensitivity analysis shows the effects that would have been recorded in terms of changes in the present value of liabilities for defined benefit obligations, following reasonably possible changes in actuarial

374

Ferrovie dello Stato Italiane Group

assumptions. The last table shows the average duration of the defined benefit obligations and the disbursements provided by the plan.

millions of Euros

Post-employment benefits Free Travel Card

Other employee benefits

Inflation rate +0.25%

495

Inflation rate -0.25%

486

Discount rate +0.25%

484

Discount rate -0.25%

497

Turnover rate +1%

491

Turnover rate -1%

489 2

Plan duration

Payment - first year

Payment - second year

Payment - third year

Payment - fourth year

Payment - fifth year

38. PROVISIONS FOR RISKS AND CHARGES (€1,547 MILLION) The opening and the closing balances of, and changes in, the provisions for risks and charges for 2025 are

given below, indicating the current and non-current portions. millions of Euros

Provisions for risks and charges

31.12.2024

Accruals

Utilisations and other charges

Release of excess 31.12.2025 provisions

(1)

10 106

Tax provision

Litigation with employees

(39)

Litigation with third parties

1,049

226

(117)

Reclamation

131

(16)

Bilateral fund for income assistance

Leaving incentives

(10)

Contractual risks

159

(90)

Other sundry provisions Total provisions for risks and charges Of which: current portion Of which: non-current portion

(176)

982 116 62 31

(25)

115

292

(96)

(101)

125

1,808

410

(369)

(302)

1,547

101

(18)

(6)

1,707

399

(351)

(296)

1,459

Consolidated Financial Statements at 31 december 2025

375

The provision for litigation with employees, which covers the probable charges arising from pending disputes and cases brought before the competent courts in respect of economic and career claims and compensation for occupational illness, amounts to €106 million. In 2025, total charges of €63 million were allocated; the provision showed a decrease due to uses to cover the social security contribution charges and costs related to disputes with personnel (€39 million).

others, accruals mainly for maintenance, workshop expense, expense related to buildings held for trading, and disputes with agents and contractual obligations. During 2025, the abovementioned provisions increased by €101 million, and decreased essentially as a result of the uses to cover contractual obligations (€186 million), and released to profit or loss due to lower requirements linked to pending contractual disputes and risks (€126 million).

The Provision for litigation with third parties of €982 million included probable charges arising from the pending disputes with suppliers for subcontracting, services and supplies, the potential dispute for suppliers’ claims and the charges prudently provided for probable disputes with the regions and the government about the quality of the transport services rendered as part of the public service contracts. This provision, with several income statement balancing entries and the caption amounts due from the government for litigation, as shown in note 30 - Other current and non-current assets, was adjusted by approximately €226 million in the year; specifically, it was used to settle disputes with an unfavourable outcome for the Group and pay penalties to customers and the regions (approximately €117 million), and released to reflect the smaller needs related to some pending disputes and the favourable outcome of some disputes (roughly €176 million).

39. CONTRACT ADVANCES - NON-CURRENT AND CURRENT (€1,849 MILLION)

The provision accrued to cover the charges related to the reclamation of polluted sites and the enhancement of works to be sold amounts to €116 million. €1 million was adjusted during the year and used to cover the reclamation charges of €16 million incurred in the year. The bilateral fund for income assistance, set up for income and employment assistance, amounts to €62 million, and remained unchanged compared to the previous year. “Provisions for contractual risks”, and “Other provisions” (equal to approximately €240 million) include, among

376

Ferrovie dello Stato Italiane Group

Contract advances - non-current and current, totalling €1,849 million (current portion: €613 million), refer to the portion of grants already collected for works still to be performed related to Anas SpA (31 December 2024: €1,832 million and current portion: €609 million). This caption mainly comprises advances on prior year grants, such as the residual amounts pursuant to article 7 of Law no. 178/2002, 2003-2005 capital injections, former FAS and development and cohesion funds, which were not required to be reported prior to collection. The advances relate to works not yet performed and scheduled over the next few years and works in progress which resulted in bidding discounts and economies pending their utilisation in the work or their use in other programmes, after discussion with the competent ministries. The caption also includes extraordinary maintenance yet to be performed and financed using the portion of revenue from fee integration as per article 19.9 bis of Law no. 102/09, which was deferred until 2016 (€48 million). The €17 million increase on the previous year end is essentially due to new advances received, net of reclassifications (€867 million), the increase in the reversal of prior year discounting (net of prior year discounting) (-€1 million), and the decrease in prior year advances due to the production of the year, net of collections (-€849 million).

40. NON-CURRENT AND CURRENT FINANCIAL LIABILITIES (INCLUDING DERIVATIVES) (€1,223 MILLION) millions of Euros

Carrying amount 31.12.2025

31.12.2024

Change

Noncurrent

Current

Total

Noncurrent

Current

Total

Noncurrent

Hedging derivatives

(1)

235

1,013

778

254

1,032

127

128

Lease liabilities

778

Payables to the Government

127

Other financial liabilities

Total financial liabilities

948

275

1,223

950

284

1,234

Hedging derivatives essentially reflect the fair value of derivatives recognised under liabilities classified as hedges, which, for the Group, relate, based on the nature of the risks hedged, to cash flow and fair value hedging relationships. Following the measurement carried out at 31 December 2025, this caption decreased by €1 million, mainly due to the trend in interest rates during the year. Lease liabilities amount to €1,013 million and showed a decrease of €19 million on the previous year end. For additional information, reference should be made to note 22. Right-of-use assets. Payables to the Government consist of the value of advance payments collected for works not yet carried out, for which, in the absence of specific planning, execution is not certain, and was substantially in line compared to 2024. The €10 million increase in “Other financial liabilities” was mainly attributable to the value of bank accounts relating to current account overdrafts, linked to the Group’s factoring transactions.

128

Current

(1) (19)

(1) (2)

Total

(19) (1)

(9)

(11)

Fair value measurement The hedging derivatives included in the Group’s portfolio are OTC and fall under Level 2 of the fair value hierarchy. Financial instruments have been measured at fair value using financial models based on market standards. Specifically, this entailed determining the net present value of future flows for swaps to hedge against fluctuations in interest rates, exchange rates and commodity prices. The inputs used to feed the above models reflect observable market parameters which are available with the main financial info providers. Specifically, the swap vs. 3M Euribor curve figures were used, as well as those related to the swap vs. 6M Euribor curve, and forward exchange rates EUR/GBP, and the futures relating to the price of the Italian electricity, as well as credit default swap (CDS) curve of the parties to the derivative contract, which reflect the input widely accepted by market operators to calculate nonperformance risk. This risk is calculated using adequate financial valuation techniques and models which include, inter alia, the following factors: i) the risk exposure, being the potential mark-to-market exposure throughout the life of the financial instrument and ii) adequate CDS curves to reflect their probabilities of default (PD).

Consolidated Financial Statements at 31 december 2025

377

41. NON-CURRENT AND CURRENT TRADE PAYABLES (€9,762 MILLION) millions of Euros

31.12.2025

31.12.2024

Change

Noncurrent

Current

Total

Noncurrent

Current

Total

Suppliers

9,139

9,149

8,622

8,632

Advances

312

382

199

268

Group companies

198

Contract liabilities for contract work in progress

9,682

9,762

9,052

9,131

Total trade payables

The rise in amounts due to suppliers (+€517 million) is mainly due to the following factors: • greater works performed in the year on the HS/HC and conventional network (+€304 million) and the road and motorway network (+€210 million); • trends in payments in the passenger transport business, mainly attributable to the net effect of payments made during the period, and higher payables for the supply of rolling stock, both domestically and internationally (–€52 million), as well as a reduction in payables relating to international passenger transport (–€14 million), partly attributable to the termination of the operations of Trenitalia c2c in the UK market, partially offset by higher liabilities in road passenger transport (+€22 million);

Noncurrent

Current

Total

517

113

114

630

631

• higher payables linked to higher operating costs during the period, in particular higher payables to regulatory bodies (+€17 million), and higher payables relating to the Riyad contract (+€14 million). “Advances” showed an increase compared with the previous year (+€114 million), largely due to the purchase of rolling stock for intercity services by using NRRP funds (+€125 million), offset by decreases in the urban transport business (-€14 million). “Trade payables” to Group companies were substantially in line with the previous comparison period, and include payables to companies consolidated using the equity method and, in particular, to the companies TPER and Trenord, for the relevant tickets sold by Trenitalia.

42. OTHER NON-CURRENT AND CURRENT LIABILITIES (€9,031 MILLION) millions of Euros

31.12.2025

31.12.2024

Noncurrent

Current

Total

Noncurrent

Current

Total

Noncurrent

Current

Total

1,642

4,656

6,298

1,718

2,450

4,168

(76)

2,206

2,130

Social security charges payable

371

337

343

(6)

VAT liabilities

Other liabilities with Group companies

125

2,125

2,250

120

1,959

2,079

166

171

1,767

7,264

9,031

1,844

4,760

6,604

(77)

2,504

2,427

Advances for grants

Other liabilities and accrued expenses and deferred income Total other liabilities

Advances for grants are mainly related to: • additional accruals (€2,199 million) for FS Italiane SpA in connection with the Tunnel Euralpin Lyon Turin Sas – TELT Sas project, as already described in the note to Other non-current and current assets to which reference should be made; • the advances recognised by RFI SpA on the grants related to assets from the government (MEF and MIT), the EU and other bodies, for infrastructural 378

Change

Ferrovie dello Stato Italiane Group

investments (€3,846 million); • the advances recognised by Trenitalia SpA against operating grants under the Relaunch Decree Law, amounting to €175 million and set-up grants of €45 million in relation to the EU calls for tenders of CEF Transport 2023 for the installation of ERTMS on board trains of the HS fleets, CEF Transport 2024 for the ETR500-600 fleet, and CEF Transport for the installation of ERTMS on board POP trains; • the advances recognised by GS Rail SpA against

set-up grants allocated by the State (MIT) for the “Grandi Stazioni” Program and for the upgrading, safety and accessibility of large railway stations

and for the enhancement of interchange between the railway system and other transport systems amounting to €28 million.

The table below shows the changes in advances for grants related to the FS Italiane Group: millions of Euros

31.12.2024

Increases

Decreases

Other changes

31.12.2025

Advances for grants: - MEF

149

7,935

(7,712)

(279)

- MIT

3,195

1,914

(683)

(5)

4,421

186

(186)

(1)

- European Regional Development Fund - Trans-European Network

(14)

- National recovery and resilience plan

2,914

(1,953)

1,058

- Other Total advances for grants

673

504

(577)

677

4,168

13,463

(11,126)

(208)

6,298

The increases in advances for grants from the MEF and the MIT include the new amounts related to grants allocated during the year, as described in the notes to Other current and non-current assets and Financial assets. The decrease in advances refer to the recognition of grants under Property, plant and equipment, Intangible assets and Equity investments to which reference should be made for additional information. The Other changes mainly refer to the capital increase of Tunnel Ferroviario del Brennero SpA, as better described in the note to equity investments (-€279 million), and to higher Covid Grants collected from the Regional Governments compared with initial estimates (+€77 million). Other liabilities and accrued expenses and deferred income of €2,250 million include amounts due to personnel (€566 million), guarantee deposits (€128 million), amounts due to operators (€205 million), tax liabilities (€155 million), accrued expenses and deferred income (€203 million), advances for works on roads not yet under concession (€113 million), higher advances received on the German market, compared to the service rendered at 31 December 2025 (€100 million), and other sundry liabilities (€782 million).

43. TAX LIABILITIES (€16 MILLION) The balance at year-end, equal to €16 million (€20 million at 2024 year-end), includes €11 million due by the Group companies included in the tax consolidation scheme, and by the other Group companies not included in the scheme, for IRES and IRAP tax purposes, as well as €5 million related to the income taxes of foreign companies. 44. FINANCIAL AND OPERATIONAL RISK MANAGEMENT The FS Italiane Group is exposed to the following risks arising from the use of financial instruments: • credit risk; • liquidity risk; • market risk, specifically, interest rate, exchange and commodity price risks. This section provides information on the Group’s exposure to each of the risks listed above, the objectives, policies and processes for the management of these risks and the methods used to assess them, as well as capital management. These consolidated financial statements also include additional quantitative information. The FS Italiane Group’s risk management focuses on the volatility of financial markets and is aimed at minimising potential undesired effects on its financial position, results of operations and cash flows.

Consolidated Financial Statements at 31 december 2025

379

Financial assets and financial liabilities measured in accordance with IFRS 9 may be analysed as follows: millions of Euros

2025

2024

Trade receivables at amortised cost

2,248

2,472

Cash and cash equivalents at amortised cost

1,911

1,154

Other assets at amortised cost

15,792

13,883

Service concession assets at amortised cost

4,091

3,415

Other financial assets:

575

714

- At amortised cost

514

644

- Derivatives at FVOCI

- Other assets measured at FVTPL

Total financial assets (*)

24,617

21,638

Loans and borrowings at amortised cost

16,298

15,725

Trade payables at amortised cost

9,763

9,131

Other liabilities at amortised cost

8,863

6,441

Contract advances at amortised cost

1,849

1,832

Other financial liabilities:

1,223

1,234

- At amortised cost

1,206

1,216

- Derivatives at FVOCI

- Derivatives at FVTPL

37,996

34,363

Total financial liabilities (*) (*) The item does not include all tax assets and liabilities

To complete financial risk information, the table below gives a reconciliation between financial assets and liabilities as reported in the consolidated statement of financial position and the categories of financial assets and liabilities identified pursuant to IFRS 7. The figures shown in the statement of financial position match the financial assets and liabilities identified pursuant to IFRS 7, net of tax assets and equity investments. Furthermore, financial assets and liabilities include the respective hedging derivatives. Credit risk Credit risk is the risk that a customer or one of the counterparties of a financial instrument may cause a financial loss by not meeting an obligation. It mainly arises from trade receivables, loans with the public administration, derivatives and the financial investments of the FS Italiane Group. With regard to credit risk deriving from investing activities, the Group applies a liquidity investment policy which is centrally managed by the parent and which defines:

380

Ferrovie dello Stato Italiane Group

• the minimum requirements of the financing counterparty in terms of creditworthiness and the related concentration thresholds; and • the types of financial products that can be used. With respect to the derivatives used for hedging purposes and which can potentially generate credit exposure to counterparties, the Group applies specific policies that define concentration thresholds by counterparty and credit rating. With respect to the assessment of customers’ credit risk, each Group company manages and analyses the risk of all new significant customers, regularly checks their commercial and financial exposure and monitors the collection of receivables from the public administration within the contractually agreed timeframe. The following tables show the FS Italiane Group’s exposure to credit risk at 31 December 2025 by category and counterparty, compared with that at 31 December 2024.

For information about the gross balance and the loss allowance, reference should be made to the notes to the relevant captions. millions of Euros

31.12.2025 Public administration

Third party customers

747

Other current and non- current assets Current and non-current financial assets

Current and non-current trade receivables

Financial institutions

Group companies

Total

1,437

2,248

13,533

2,141

15,678

4,166

320

Cash and cash equivalents Total financial assets (*)

18,446

3,898

140

4,626

1,822

1,962

24,374

(*) The item does not include prepayments and accrued income, tax assets, cash in hand and equity investments

millions of Euros

31.12.2024 Public administration

Third party customers

851

Other current and non-current assets Current and non-current financial assets

Current and non-current trade receivables

Financial institutions

Group companies

Total

1,562

2,472

11,909

1,894

13,807

3,499

427

Cash and cash equivalents Total financial assets (*)

16,259

3,883

175

4,101

1,046

1,221

21,426

(*) The item does not include prepayments and accrued income, tax assets, cash in hand and equity investments

A significant portion of trade receivables and loan assets relates to government and public authorities, such as the MEF and the regions.

The amount of financial assets whose recoverability is uncertain is negligible. However, an adequate loss allowance was accrued in this respect.

The maximum exposure to credit risk, broken down by counterparty and past due brackets, at 31 December 2025 is shown below: millions of Euros

31.12.2025 Past due by Not past due

0-180

180-360

360-720

More than 720 days

Total

Public administration (gross)

17,734

286

741

18,854

Loss allowance

(105)

(3)

(300)

(408)

Public administration (net)

17,629

283

441

18,446

Third party customers (gross)

3,529

242

139

268

786

4,964

(52)

(6)

(31)

(244)

(733)

(1,066)

Third party customers (net)

3,477

236

108

3,898

Financial institutions (gross)

1,944

1,962

Loss allowance

(1)

Financial institutions (net)

1,944

Group companies (gross)

23,114

307

150

1,962

307

496

24,374

Loss allowance Group companies (net) Total financial assets

Consolidated Financial Statements at 31 december 2025

381

millions of Euros

31.12.2024 Past due by Public administration (gross) Loss allowance

Not past due

0-180

180-360

360-720

More than 720 days

Total

15,401

112

283

806

16,627

(5)

(265)

(368)

Public administration (net)

15,303

(98) 112

278

541

16,259

Third party customers (gross)

3,573

416

109

798

4,933

Loss allowance

(46)

(209)

(18)

(28)

(749)

(1,050)

Third party customers (net)

3,527

207

3,883

Financial institutions (gross)

1,188

1,221

Financial institutions

1,188

1,221

Group companies (gross)

Loss allowance -

Loss allowance Group companies (net) Total financial assets

20,074

351

359

592

21,426

The total exposure and the impairment of each category was reclassified by risk class at 31 December 2025, as per the Standard & Poor’s rating, shown below: millions of Euros

31.12.2025 FVTPL

FVOCI

Amortised cost

12-months expected credit losses

6,629

14,158

709

2,313

124

242

1,028

498

from AAA to BBBfrom BB to BB+ from B to CCC

from CC to C

Gross carrying amount

Loss allowance Carrying amount

Lifetime Lifetime - not - impaired impaired

9,201

15,310

1,321

(29)

(392)

(1,054)

9,172

14,918

267

millions of Euros

31.12.2024 FVTPL

FVOCI

from AAA to BBBfrom BB to BB+

Amortised cost

12-months expected credit losses

5,460

12,487

625

2,477

114

108

106

857

507

from B to CCC

Lifetime Lifetime - not - impaired impaired

from CC to C Gross carrying amount

70 1

Loss allowance Carrying amount

382

Ferrovie dello Stato Italiane Group

8,043

13,458

1,310

(22)

(385)

(1,012)

8,021

13,073

298

Changes in the loss allowance may be analysed as follows: millions of Euros

31.12.2025 12-months expected credit losses

Lifetime-not

Lifetime-impaired

Totale

Balance at 1 January 2025

385

1,012

1,419

Net impairment loss

Repaid financial assets

(1)

(3)

(7)

(17)

(15)

(32)

392

1,054

1,475

New assets acquired Utilisation of the allowance Balance at 31 December 2025

in collecting debt and loan principal from the Group companies. The Group’s objective is the prudent management of the liquidity risk arising from ordinary operations. In order to meet potential and temporary cash requirements, the parent agreed a revolving and committed sustainability linked back-up facility (€3.5 billion) for general purposes expiring in June 2027. Furthermore, it has the Euro-Commercial Paper programme in place for a maximum ceiling of €2 billion. Furthermore, the Group has various uncommitted credit lines granted by banks.

Consolidated Financial Statements at 31 december 2025

383

The following tables show the due dates of contractual cash flows and financial liabilities at 31 December 2025 and 2024, including interest to be paid: millions of Euros

31 December 2025

6 months or less

6-12 months 1-2 years

2-5 years

After 5 years

Total

Non-derivative financial liabilities Bonds

605

805

1,604

3,268

4,278

10,560

Bank loans and borrowings

3,140

431

511

3,308

271

7,661

Loans and borrowings from other financial backers

Financial liabilities

124

193

Finance lease liabilities

112

159

337

322

1,089

Non-derivative financial liabilities

3,892

1,400

2,282

6,942

4,998

19,514

Trade payables

4,563

5,148

9,763

8,461

6,550

2,317

6,965

5,000

29,293

Hedging Interest rate swap

Hedging COLLAR Derivative financial liabilities Total financial liabilities

millions of Euros

31 December 2024

6 months or less

6-12 months 1-2 years

2-5 years

After 5 years

Total

Non-derivative financial liabilities Bonds

1,205

537

1,369

3,849

3,617

10,577

Bank loans and borrowings

4,260

255

493

1,427

180

6,615

Other loans

(5)

Financial liabilities

124

155

Finance lease liabilities

171

177

372

346

1,140

Non-derivative financial liabilities

5,560

971

2,041

5,649

4,270

18,491

Trade payables

4,307

4,745

9,131

(15)

(7)

(5)

(4)

(31)

9,852

5,709

2,112

5,646

4,272

27,591

Derivative financial liabilities Total financial liabilities

The contractual flows from variable-rate loans have been calculated using the forward rates estimated at the reporting date. The amounts include both principal and interest.

384

Ferrovie dello Stato Italiane Group

The following table shows the repayments of financial liabilities within one year, 1-5 years, and after five years.

millions of Euros

31 December 2025

Carrying amount

Within one year

1-5 years

After 5 years

Bonds

9,013

1,271

4,133

3,609

Bank loans and borrowings

7,275

3,491

3,526

258

Loans and borrowings from other financial backers

Financial liabilities

193

123

Lease liabilities

1,013

254

456

303

Non-derivative financial liabilities

17,504

5,050

8,158

4,296

Trade payables

9,763

9,711

2 millions of Euros

31 December 2024

Carrying amount

Within one year

1-5 years

After 5 years

Bonds

9,314

1,492

4,669

3,153

Bank loans and borrowings

6,403

4,456

1,777

170

Financial liabilities

184

124

Lease liabilities

1,032

228

499

305

Non-derivative financial liabilities

16,941

6,211

6,976

3,754

9,131

9,052

Loans and borrowings from other financial backers

Trade payables

Non-derivative financial liabilities due within six months mostly consist of trade payables for HS/HC contracts and works which are mainly repaid through government grants. The residual part is repaid using cash flows from operations. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument may fluctuate following changes in market prices, due to changes in exchange rates, interest rates, commodity prices, or prices of equity instruments. As part of its operations, the Group is exposed to several market risks, specifically interest rate risk, commodity prices, and, to a lesser extent, currency risk. The objective of market risk management is to manage and keep the Group companies’ exposure to these risks within acceptable levels, while optimising returns on investments. The Group uses hedging transactions to manage the volatility of the results.

Interest rate risk The Group is mainly exposed to interest rate risk relating to non-current loans indexed to variable rates. The Group companies which are mainly exposed to this risk (including Trenitalia and RFI) decided to enter into hedging transactions based on specific risk management polices approved by the relevant Boards of Directors in coordination with the FS Holding Company. Despite the various customisations due to the financial and business characteristics of each company, the common objective of the applied policies is to limit cash flow fluctuations in financing transactions in place and, where possible, to exploit the opportunities to optimise borrowing costs offered by the indexing of variable-rate debt. In accordance with the above polices, the Group only uses plain vanillas, such as, among others, interest rate swaps, interest rate collars and interest rate caps. The Group may also be exposed to the risk of changes in the fair value, linked to fluctuations in interest rates, of financial instruments recorded in the balance sheet. To this end, the Group has in place hedges through Interest Rate Swaps aimed at optimising and balancing portfolios of financial assets and liabilities.

Consolidated Financial Statements at 31 december 2025

385

The table below shows variable and fixed rate loans and borrowings. millions of Euros

Carrying amount

Contractual cash flows

Current portion

1 - 2 years

2–5 years

after 5 yars

Variable rate

10,686

11,864

3,533

856

4,366

3,109

Fixed rate

6,818

7,650

1,759

1,426

2,576

1,889

Balance at 31 December 2025

17,504

19,514

5,292

2,282

6,942

4,998

Variable rate

9,618

10,600

4,494

1,039

2,184

2,883

Fixed rate

7,323

7,891

2,037

1,002

3,465

1,387

Balance at 31 December 2024

16,941

18,491

6,531

2,041

5,649

4,270

The table below shows the impact of variable and fixed rate loans and borrowings, before and after hedging derivatives, which convert variable rates into fixed rates,

i.e., which hedge against rises in variable rates beyond the maximum levels defined.

31.12.2025

31.12.2024

Variable rate

61%

57%

Fixed rate

39%

43%

Variable rate

48%

44%

Fixed rate

52%

56%

Before hedging with derivatives

After hedging with derivatives

The following sensitivity analysis shows the effects that would have been recorded in terms of changes in interest

expense had an increase or a decrease of +/- 50 basis points in the Euribor interest rates affected loans in 2025. millions of Euros

Shift + 50 bps

Shift - 50 bps

Greater/(lower) interest expense on variable-rate debt

(38)

Net cash flow from hedges

(12)

Total

(26)

The following sensitivity analysis shows the effects of an increase or decrease of 50 basis points in the swap rates

curve recognised at the reporting date on the fair value of hedging derivatives: millions of Euros

Shift + 50 bps

Shift - 50 bps

Fair value of hedging derivatives

(15)

Total

(15)

A table is also reported below, which shows, for cash flow hedges and by risk category, the change in value

of the hedged item used as the basis for reporting hedge ineffectiveness during the year: millions of Euros

386

31.12.2025

31.12.2024

Change in value, since inception of hedge, related to the risk component stated in hedge accounting

Change in the value of the hedged item used to determine hedge ineffectiveness

Ferrovie dello Stato Italiane Group

Potential sources of ineffectiveness of cash flow hedging relationships for the Group may arise from a potential mismatch in the characteristics of the hedging instrument from that of the hedged item or from the effect of the credit risk component on changes in the value of the hedging instrument and the hedged item. In any case, there is no ineffectiveness of hedging relationships in place or expired in the year 2025 in both cash flow hedges and fair value hedges. Currency risk The Group is mainly active in Italy. Therefore, the risk arising from the different currencies in which it operates is limited and substantially relates to the contracts agreed by FS Engineering (formerly Italferr SpA). FS Italiane has granted an intercompany loan to FS Group Advisory Limited (formerly Trenitalia UK Limited), which is owned by Trenitalia, for a nominal amount of GBP60 million. Currency forwards hedging the currency risk were agreed in respect of FS SpA’s intercompany loan to FS Group Advisory Limited (formerly Trenitalia UK Limited). Risk of fluctuations in commodity price Given the nature of its subsidiaries’ operations, the FS Group is primarily exposed to the risk of fluctuations in energy prices, and, to a lesser extent, to the risk of fluctuations in other commodity prices, including diesel. In light of this risk exposure, the companies most affected, including Trenitalia, Busitalia Sita Nord and RFI, have policies in place to manage risks related to electricity. Capital management The FS Italiane Group’s main objective with respect to capital risk management is to safeguard its ability to continue as a going concern, while ensuring returns for shareholders and benefits for the other stakeholders. The FS Italiane Group also intends to maintain an optimal capital structure in order to reduce the cost of debt. 45. CONTINGENT ASSETS AND CONTINGENT LIABILITIES The FS Italiane Group is a party in civil and administrative proceedings and legal actions related to its normal business activities. In addition to the provisions already set up in the consolidated financial statements, the Group may incur additional liabilities, currently deemed improbable and/or unquantifiable. The main contingent assets and liabilities are described below. Anas and MINT/Alessandro Patanè Consulting. On 15 November 2019, Alessandro Patanè Consulting served a writ of summons on the Ministry of the Interior and Anas for the unauthorised use of the Vergilius system management software, which - according to the opposite party - had been unlawfully obtained from

Autostrade, seeking an order for payment of €21 million euros and/or such other amount as the court may deem appropriate. Anas appeared in court, joining Autostrade SpA and Autostrade Tech SpA as third parties, which in turn contested the claims submitted by Patanè. During 2020, the plaintiff changed the amount of the claim to €396 million, plus incidental costs. By order of 4 December 2025, the Court of Rome acknowledged the subsequent declaration of judicial liquidation of the plaintiff Alessandro Patanè Srl, and thus ordered the suspension of the proceedings. By an act filed on 2 February 2026, Mr. Alessandro Patanè requested the resumption in his own name of the proceedings previously brought by Alessandro Patanè Srl, which is now in liquidation, asserting his standing to sue. Anas/Consorzio As.co.sa. The claim brought by the As.co.sa Consortium seeks an order requiring Anas to reimburse the compensation it advanced to the expropriated parties, as well as a declaration that the Agreement entered into in 1981 has been terminated due to the company’s material breach. By Judgment no. 11464/2013, the Court of Naples declared the termination of the Agreement, and rejected the exception of set-off, ordering Anas to pay, for various reasons, approximately €13 million, which had already been paid during enforcement proceedings. Anas therefore filed an appeal with the Naples Court of Appeals, which, by judgment no. 2996/2017, upheld it only partially, confirming, however, the termination of the Agreement, the rejection of the exception of set-off, and the order requiring Anas to pay damages suffered by As.co.sa.. The aforementioned judgment was challenged before the Court of Cassation with regard to the legality of the termination of the 1981 Agreement, as well as the reasonability of the exceptions of set-off reiterated by Anas. By interlocutory order of 2 February 2024, the Court of Cassation, in urging an amicable settlement of the dispute, ordered an initial stay of the case to assess the status of negotiations, in response to which a trilateral roundtable was initiated to consider the possibility of reaching a settlement agreement. Negotiations between the parties are still pending. As for the proceedings before the Court of Cassation, the case was resolved by judgment no. 22335/2025, published on 2 August 2025, in which the appeal filed by Anas was declared inadmissible, with the latter consequently ordered to pay litigation costs. For the sake of completeness, it should be noted that other proceedings brought by As.co.sa against Anas in relation to the same matter are pending before the Court of Naples (General Register nos. 4004/2016, 4097/2019, 19677/2019), which are currently still suspended as they are preliminarily linked to the Court of Cassation proceedings. Specifically, by writ of summons dated 5 July 2019 (Civil Court of Naples, General Register no. 19677/2019), As.co.sa sued Anas, seeking restitution Consolidated Financial Statements at 31 december 2025

387

of the market value of the work constructed (Road link connecting the Median Axis and the Support Axis of the Industrial Development Zones (A.S.I.)) pursuant to Article 1458 of the Italian Civil Code, amounting to €246.6 million, based on the judicial determination of termination for material breach of the Agreement, as referred to in the Cassation proceedings. The proceedings, initially suspended by order of 2 November 2022, pending the outcome of the proceedings before the Court of Cassation against the judgment of the Naples Court of Appeals no. 2996/2017, were resumed by As.co.sa through an appeal, and, at the hearing on 26 February 2026, the State Attorney’s Office, on behalf of the Presidency of the Council of Ministers, requested a postponement since “negotiations for an amicable settlement are pending between the parties”: the Consortium and Anas agreed, and the case was postponed to 9 July 2026, for the admission of preliminary investigation evidence. Anas/NBI SpA. The dispute concerns the claims (no. 24) recorded by NBI SpA (in joint venture with Impresa SpA and Ellemme Impianti SpA) on the accounting documents pertaining to the contract concerning the construction works of the Variante alternative route to the State Road SS 145 Sorrentina between km 11+600 and km 14+000. NBI sued Anas before the Court of Naples in order to have it ordered to pay the amount of €81.5 million for claims plus interest. In Judgment no. 7881/2019, the Court of Naples ordered Anas to pay €5.3 million plus revaluation and interest. The amount was paid by Anas in October 2019 subject to repetition in the event of a favourable outcome of the appeal judgment. By a deed of appeal, Anas challenged the aforementioned judgment, demanding its full reform. NBI, for its part, filed a cross-appeal requesting that Anas be ordered to pay the amount of €81.1 million. The case, which was initially adjourned for decision at the hearing on 6 April 2023, was then adjourned again to allow for the clarification of the conclusions at the hearing on 6 September 2024, and subsequently adjourned once more to 8 September 2026. Anas/Consorzio Edilmaco. By writ of summons, served on 14 December 2021, the Edilmaco Consortium sued Anas before court regarding claims 1 through 34, recorded in the accounting records pertaining to the contract of 19 December 2017, for works to complete and optimise the Turin-Milan route with the local road network through the interconnection between the State Road SS32 Ticinese and the Provincial Road SP299 Novara Ring Road, Lot 0 and Lot 1, and for a determination of the extended term of the contract and the settlement of the alleged damages, for an amount totalling €48.4 million. By judgment no. 13293/2024 of 25 June 2024, the Court of Rome ordered Anas to pay, in favour of the Edilmaco Consortium, the total sum of 388

Ferrovie dello Stato Italiane Group

€2.8 million, plus statutory interest and to reimburse half of the litigation and Court-appointed expert costs. By serving a writ of summons before the Court of Appeals, Edilmaco challenged the aforementioned judgment, requesting the Rome Court of Appeals (Case under General Register no. 1302/2025) to overturn the Court’s judgment, and order Anas to pay the total amount of €38.4 million. The first hearing is scheduled for 13 July 2026. Anas and Regione Campania/Consorzio CO.GE.RI. The subject of the dispute is the appeal filed by CO.GE. RI. seeking a ruling and an order against the Campania Regional Government and Anas regarding their failure to respond to the formal notice served on 4 April 2024, which requested that they implement the ruling of the Naples Court of Appeals no. 3833/2023. The aforementioned ruling held that the concession Agreement held by CO.GE.RI. for the design and construction of the connecting link between the Naples Outer Ring Road – Median Axis – A.S.I. (Industrial Development Zone) Support Axis, and tunnel link between the Arzano roundabout and the Miano exit, had ceased by operation of law as of the effective date of Article 52, paragraph 49, of Law no. 448/01 (1 January 2002). CO.GE.RI., by a formal notice dated 4 April 2024, requested that Anas, with regard to the aforementioned works, assume and manage all expropriations, and any related legal disputes (including associated litigation costs), including the direct payment of compensation still owed to the companies that CO.GE.RI. had expropriated in the name and on behalf of the Granting Authority. In the proceedings before the Regional Administrative Court, both the Campania Regional Government and Anas intervened, raising objections regarding the lack of jurisdiction of the Administrative Court, as opposed to the ordinary court, and in any case arguing for the dismissal of the claims brought. In light of the objections raised by the defendants, on 21 October 2024, the CO.GE.RI. Consortium filed a motion for a preliminary ruling on jurisdiction pursuant to Article 41 of the Italian Code of Civil Procedure. The Joint Divisions of the Court of Cassation, by order no. 19189 of 12 July 2025, affirmed the jurisdiction of the Ordinary Court. Therefore, by a subsequent writ of summons dated 12 November 2025, CO.GE.RI. resumed the proceedings before the Ordinary Court, setting a hearing for 12 May 2026, and submitting the same claims as those brought before the Regional Administrative Court. Trenitalia/CAF Italia SRL. Trenitalia has been sued before the Court of Rome (Civil proceedings under General Register RG no. 43504/2022) for an order on the grounds of “qualified social contact” liability, referring to the EU Official Journal tender No. 2018/S 048-106383 of 9 March 2018, quantified in damages

suffered by way of loss of profit and emergent damage in an amount not less than a total of €24.8 million. On 17 January 2024, the Court granted the request for the admission of evidence. The Court of Rome has scheduled a hearing for 5 February 2026, to hear the plaintiff’s witnesses, and a hearing for 14 October 2026, to hear the defendant’s witnesses. Trenitalia – Competition Authority’s proceedings. On 2 December 2025, the Italian Competition Authority (AGCM) initiated sanction proceedings (PS/13019) against Trenitalia, alleging the implementation of an unfair business practice in violation of the Consumer Code (i.e., Articles 20, 24, and 25, letter d) of Legislative Decree no. 206/2005), with specific regard to the procedure for certifying cancellation of the trip, as a requirement - not provided for by the relevant legislation - imposed on the passenger for the purpose of obtaining a refund of the ticket price, to which the passenger is entitled pursuant to Article 18 of Regulation (EU) No 782/2021. Should Trenitalia fail to conclude the proceedings by submitting commitments aimed at addressing the identified critical issues, the Competition Authority could find that Trenitalia has committed a violation, and impose an administrative fine of up to €10 million, in addition to ordering any remedial measures. The proceedings are currently scheduled to conclude on 30 June 2026. FS/FSE: appeals to enforce the Council of State’s judgment no. 6983/2024 1. Arriva Italia Srl/Co.Tr.A.P./Ferrotramviaria vs FS/FSE/MIT. On 12 February 2025, Arriva Italia Srl, Co.Tr.A.P. and Ferrotramviaria filed an appeal pursuant to Articles 112 and 114 of the Administrative Procedure Code to seek enforcement of Council of State Judgment no. 6983/2024, issued on 5 August 2024. In the aforementioned judgment, the Council of State, upholding the appeal filed by Arriva, Co.Tr.A.P. e Ferrotramviaria, ordered the annulment of the MIT Decree of 4 August 2016, which identified FS as the entity to which FSE’s equity investment was to be transferred, following the non-application of Law no. 208/2015, which provided for the allocation of €70 million to FSE. The appellants therefore requested that the Council of State order: (i) FS and the MIT to proceed, within 30 days of the judgment’s publication, with the transfer of FSE’s equity investment to the MIT, and (ii) FSE to pay FS the financial debt for the Bridge Loan and the Credit Line, plus interest. A daily penalty for delays was also requested, as was the appointment of an Ad acta Commissioner in the event of any instance of continuing non-compliance. The Council of State ordered the joint hearing of this appeal with that of Anas (already described in the Report on Operations in the seciton on “Other Information”).

Subsequently, by order no. 990/2026 of 6 February 2026, the Council of State referred a preliminary ruling to the EU Court of Justice pursuant to Article 267 of the TFEU, seeking to clarify the interaction between the rules on State Aid (Articles 107 and 108 of the TFEU), and the regulatory measures governing business crisis provided for in the Crisis Code (Articles 40 et seq. of Legislative Decree no. 14/2019), which FSE has since invoked, with specific regard to: • the compatibility between the obligation to recover unlawful aid and the access by the beneficiary (FSE) to crisis or insolvency proceedings, in light of the CJEU judgment of 14 December 2019, Case C-385/18; • the compatibility with EU law of a restructuring agreement approved by the Court, which provides for the transfer of a business unit to a NewCo, the subsequent sale of the NewCo to the debtor’s parent company (FS and FSE), and the use of the transaction to offset the debt arising from the recovery of the aid. With regard to the accounting impacts already reflected in the aforementioned ruling of the Council of State, please refer to the FS Group’s 2024 Annual Financial Report. 2. Arriva Italia Srl/Co.Tr.A.P./Ferrotramviaria vs FS/FSE/MIT/MEF/PCM. On 1 April 2025, Arriva Italia, Ferrotramviaria and CO.Tr.A.P. filed a lawsuit before the Court of Rome against the MIT, the Presidency of the Council of Ministers, the MEF, FS and FSE for alleged damages resulting from loss of opportunity, and against FS and FSE for compensation for damages resulting from unfair competition pursuant to Article 2598 of the Italian Civil Code, in connection with State aid received by FSE. The plaintiffs are seeking compensation of €66 million, plus interest and costs. FS and FSE raised objections regarding the lack of jurisdiction of the ordinary court in favor of the administrative court. Following the first hearing on 13 November 2025, the Court, by order dated 22 December 2025, (i) held that the objections regarding lack of jurisdiction and the statute of limitations may be decided together with the merits; (ii) admitted the documentary evidence; (iii) ordered a Courtappointed expert to assess any economic damage suffered by the plaintiffs. The hearing for the Courtappointed expert’s oath was set for 12 February 2026, and the decision for 8 March 2028. FS then filed a motion for a preliminary ruling on jurisdiction before the Court of Cassation, served on the opposing parties and filed on 11 February 2026. At the hearing on 12 February 2026, the Court of Rome, after having acknowledged the filing of the preliminary ruling on jurisdiction, set a deadline for briefs so that the parties appearing before the Court Consolidated Financial Statements at 31 december 2025

389

could take a position on the motion for a stay of proceedings filed by FS, and joined by the defendant administrations and FSE. Subsequently, at the hearing on 25 March 2026, the Court, after hearing arguments from the parties’ attorneys, reserved judgment on the motion for a stay, and to date, the reservation has not yet been lifted. Hellenic Train: Proceedings brought by OSE SA regarding railway network access fees (2020– 2022). With regard to railway network access fees deemed to exceed the prescribed rates, OSE SA has brought separate legal proceedings against Hellenic Train before the Athens Court of First Instance, as follows: • Year 2020: by complaint filed on 27 December 2023, OSE SA sought an order requiring Hellenic

Train to pay €15.3 million plus statutory interest. The Court issued judgment no. 610/2025, dismissing the claim on the grounds of vagueness, finding that the method of calculating the claimed amount was not sufficiently clear. The case is currently pending before the Athens Court of Appeals; • Year 2021: by complaint filed on 30 December 2024, OSE SA sought payment of €14.8 million plus statutory interest, representing differences in access fees for the year 2021. The related proceedings are still pending; • Year 2022 (portion of fees): on 30 December 2025, OSE SA brought additional proceedings, seeking an order requiring Hellenic Train to pay €9.4 million plus statutory interest. According to the complaint, this amount relates to a portion of the railway network access fees due for the year 2022.

46. AUDIT FEES Pursuant to article 37 of Legislative Decree no. 39/2010 and letter 16-bis of article 2427 of the Italian Civil Code, in 2025, the total fees due to the independent

auditors and their network companies amounted to €4,979 million and include the fees paid for non-audit services (€137 thousand). thousands of Euros

Parent Company’s auditor network

Parent Company’s auditor

Type of services

Ferrovie dello Parent Subsidiaries Stato Italiane Group

Total

Ferrovie dello Parent Subsidiaries Stato Italiane Group

Audit services

582

2,439

3,021

436

582

2,875

3,457

Assurance services

601

704

1,305

601

784

1,385

133

137

3,147

4,330

649

3,796

4,979

Other services Total fees

1,183

47. DIRECTORS’ AND STATUTORY AUDITORS’ FEES The following fees were paid to Directors and Statutory Auditors for the performance of their duties: thousands of Euros

RECIPIENTS

2025

2024

Directors

1,239

100

1,339

Statutory Auditors TOTAL

Directors’ fees include the amounts envisaged for the positions of Chairman and Chief Executive Officer, as well as any amounts envisaged for the remaining board members. In addition to the above fees, the external members of the supervisory body received €105

390

Ferrovie dello Stato Italiane Group

Change

thousand in 2025 (€113 thousand in 2024). The fees to the representatives of the MEF (Directors and Statutory Auditors) are transferred to such Ministry when the related parties are employees thereof.

48. RELATED PARTIES Related parties were identified in accordance with IAS 24. Transactions with key managers The general conditions that govern transactions with key managers and the parties related to them are not

more favourable than those applied, or that could have been reasonably applied, to similar transactions with managers other than key managers associated with the same entities at market conditions. Key managers’ fees are as follows: millions of Euros

2025

2024

Short-term benefits

Post-employment benefits

Total

The benefits relate to the fees paid to the above parties. To short-term benefits of €15 million paid out in 2025 must be added a variable portion to be paid in 2026, for an amount not exceeding €4.9 million (€4.8 million in 2024). During the year, the key managers did not carry out any transactions, directly or through close family members, with the FS Italiane Group, Group companies or other related parties. Other related party transactions This section provides information on the relationships with: • The controlling shareholder, MEF; • MEF’s direct and indirect subsidiaries and associates. The Group’s relations with the MEF primarily relate to

the multi-year RFI Programme Contract, which defines investment projects and other conditions - primarily network maintenance - to foster the development of the railway system, and to service contracts with Trenitalia SpA, under which costs for social passenger transport services are reimbursed. For further details on the FS Group’s relations with the MEF, please refer to the descriptions provided in the following notes: 6. Accounting Principles – Revenue from Contracts with Customers; 8. Revenue from Sales and Services; 21. Property, Plant, and Equipment – Government Grants; 24. Intangible Assets; 28. Financial Assets; 30. Other non-current and current assets; 42. Other non-current and current liabilities; and Appendix 6 – DISCLOSURE PURSUANT TO LAW NO. 124 /2017.

Consolidated Financial Statements at 31 december 2025

391

The further main transactions between FS Italiane Group and its related parties, which were all carried out on an arm’s length basis, are described below. Trade and other transactions millions of Euros

Description

Assets Liabilities Acquisitions for investments

Guarantees

Revenue

Costs

Enel Group

Eni Group

Leonardo Group

11 33

Invitalia Group

Cassa Depositi e Prestiti Group

195

1,133

GSE Group

Poste Italiane Group

6,519

416

284

726

SO.G.I.N. Group

EUROFER

PREVINDAI

Autostrade dello Stato SpA Group

Ferrovie del Sud Est Srl

(1)

Other pension funds

Other related parties

Total

383

1,431

40 -

6,545

101

594

1,427

Financial transactions millions of Euros

Description

Assets

Liabilities

Enel Group

Guarantees

16 3

Ferrovie del Sud Est Srl

Other related parties Total

The nature of the main transactions with non-Group parties is described below. Assets with the Enel Group and Eni Group mainly refer to lease payments and material transport costs, while liabilities relate to sundry utility payments. Liabilities with the Leonardo Group mainly refer to sundry maintenance (rolling stock, lines, software) and the purchase of materials. Liabilities with the GSE Group mainly relate to the

392

Ferrovie dello Stato Italiane Group

Expense

Cassa Depositi e Prestiti Group Poste Italiane Group

Income

2 3

purchasing of electrical energy for train traction. Assets with the Cassa Depositi e Prestiti Group mainly relate to lease and easement payments for land, while liabilities relate to loans and borrowings and electrical energy with Terna SpA. Assets with the Poste Italiane Group mainly relate to lease payments, while liabilities principally relate to postal charges.

49. GUARANTEES AND COMMITMENTS Guarantees given mainly refer to: • collateral on Trenitalia SpA’s rolling stock, issued by the parent in favour of Eurofima SA, guaranteeing non- current loans and borrowings granted through FS Italiane SpA (the liability with Eurofima SA at 31 December 2025 amounted to approximately €2,350 million); • bank guarantees issued on behalf of Trenitalia SpA, including in connection with the service contracts signed with the regions (approximately €142 million); other direct guarantees totalling €13 million; • parent guarantees issued on behalf of RFI SpA and in favour of Terna SpA for the service contract governing electrical energy dispatching by withdrawal points which feed rail traction and for other uses (€26 million), a direct guarantee in favour of GSE SpA (for procurement of electricity on the open market) for an amount of €150 million, parent and bank guarantees issued on behalf of RFI SpA and in favour of Areti SpA, e-distribuzione SpA, Unareti SpA, Inrete Distribuzione Energia SpA and Edyna Srl for contracts regulating energy transport services for rail traction and other uses (approximately €21 million), and other direct and bank guarantees issued on behalf of RFI (for a total of approximately €74 million); • direct and bank guarantees as part of projects abroad, issued mainly on behalf of: Trenitalia c2c Ltd (approximately €3 million), FS Group Advisory Limited (formerly Trenitalia UK Limited) (€2 million), FS Engineering SpA (formerly Italferr SpA) (€16 million), Hellenic Train S.A. (€3 million), Qbuzz BV (€134 million), TX Logistik AG (€19 million), Netinera Deutschland GmbH (€187 million), and Metronom Eisenbahngesellschaft mbH (€16 million); • other direct and bank guarantees issued on behalf of the Group companies for a total amount of approximately €229 million (of which, in particular, approximately €49 million for Busitalia Sita Nord and its Subsidiaries, approximately €115 million for FS Logistix and its Subsidiaries, and approximately €35 million for Other Services, including FS Technology SpA, Italcertifer SpA and FS Sistemi Urbani SpA), and in the interest of Third-party Companies for an amount of about €4 million; • direct guarantees issued on behalf of Group companies to the tax authorities for a total amount of approximately €36 million (of which €10 million on behalf of Trenitalia SpA, €8 million on behalf of GS Rail, €2 million on behalf of Treni Turistici Italiani, and €16 million on behalf of Fondazione FS); • bank guarantees issued on behalf of the parent: projects abroad include a bank counter-guarantee for an amount corresponding to approximately €43 million and relating to the performance bond issued in

favour of the Royal Commission for Riyadh City (RCRC); • bank sureties issued to other parties such as bid bonds, performance bonds and advance payment bonds; • sureties issued in favour of third parties by Anas (€26 million), of which €16 million related to the contracts in Algeria and Libya, and €8 million in favour of Enel SpA as compensation for direct and indirect damage caused by the performance of works and bank and insurance sureties for €2 million, of which €1 million in favour of private parties, and €1 million on behalf of public bodies; • a corporate guarantee issued on behalf of AIE SpA in liquidation from 23 June 2023 on the part of Anas SpA in favour of Simest, regarding the contract in Russia, for a total of €3 million. For additional information about the parent’s guarantees and commitments issued on behalf of Group companies, reference should be made note 41 of the notes to the separate financial statements. 50. INFORMATION PURSUANT TO LAW NO. 124/2017 Reference should be made to Annex 6 for the information required by article 1.125 of Law no. 124/2017 about Italian investees consolidated on a line-by-line basis, as shown in the financial statements of such investees. 51. EVENTS AFTER THE REPORTING DATE On 13 January 2026, Trenitalia SpA completed a capital increase of €30 million, which was fully subscribed and paid up by the sole shareholder FS SpA through the issuance of new shares. This capital increase is intended to provide the necessary funds for the recapitalisation of Busitalia Sita Nord Srl as part of the acquisition of the City Sightseeing Italy Group. At the same time, Trenitalia subscribed to Busitalia Sita Nord Srl’s capital increase, also amounting to €30 million, as partial coverage of the purchase price for the investments in the City Sightseeing Italy Group, totalling €75 million. These transactions are consistent with the FS Group’s intermodal transport development strategies. The train accident that occurred near Adamuz (Spain) on 18 January 2026 involved an Iryo high-speed train (operated by ILSA, 51% owned by FS International) and an Alvia train (operated by Renfe), which was traveling in the opposite direction, resulting in 46 fatalities and over 100 injuries. At present, Spanish Authorities are investigating the causes of the accident: preliminary findings by the Railway Accident Investigation Commission (Comisión de Investigación de Accidentes Ferroviarios, CIAF) reveal that it was caused by a track failure, maintained by the railway infrastructure Manager (Administrador de Infraestructuras Ferroviarias, ADIF), which led to the derailment of the Consolidated Financial Statements at 31 december 2025

393

rear cars of the Iryo train. Following the event, criminal proceedings were brought by the Investigative Division of the Court of Montoro, with investigations conducted by the Spanish Civil Guard: at present, no individual has been formally charged while the Court has granted ILSA’s request to participate in the criminal proceedings as a “private prosecutor,” thus confirming that it is considered an “injured party.” On 4 February 2026, there was the incorporation of FS Fabbrica Italiana Treni SpA (FS FIT). On 20 February 2026, the Shareholders’ Meeting of FS FIT approved the proposal to increase the share capital by €5 million through a contribution from the sole shareholder FS SpA and by €40 million through a capital contribution (available reserve), aimed at the acquisition of the business unit of Titagarh-Firema SpA, a company active in the design and manufacture of railway vehicles, which was completed on 4 March 2026. The transaction is part of the industrial revitalisation projects envisaged in the Strategic Plan 20252029 and contributes to strengthening the production chain in support of the Group’s investment programme.

394

Ferrovie dello Stato Italiane Group

On 11 February 2026, FS SpA issued a new green bond in private placement under the EMTN Programme, which was fully subscribed by the European Investment Bank (EIB), for a total of €180 million at a floating rate and with a 17-year maturity. The proceeds will be used to finance Trenitalia’s high-speed trains (Frecciarossa 1000). With this transaction, the total value of FS bonds subscribed by the EIB since 2015 under the FS EMTN programme rises to €1.88 billion. On 12 March 2026, the Board of Directors of FS SpA approved the issuance of new EMTN bonds and the use of other funding instruments for a total maximum amount of €5.8 billion to meet the Group’s medium- and long-term funding requirements. All bond issues, under the €12 billion EMTN Programme listed on the Irish Stock Exchange, shall be reserved for Institutional Investors. The Board of Directors of FS also approved the expansion of the sustainabilitylinked revolving credit facility, currently at €3.5 billion, up to a maximum of €4.5 billion. Finally, the Board approved the renewal for an additional period of three years of the FS Euro Commercial Paper programme, which is currently set to expire in October 2026.

3. ANNEXES Consolidation scope and the Group’s equity investments 1. PARENT AND LIST OF SUBSIDIARIES Parent Name

Registered office

Country

Share capital

Rome

Italy

39,204,173,802

Ferrovie dello Stato Italiane SpA

Currency

Sector

Investor

Investment %

Other services

Subsidiaries Name

Registered office

Country

Share capital Currency

Braunschweig

Germany

50,000

Rome

Italy

2,269,892,000

Ataf Gestioni Srl

Florence

Italy

3,500,000

Blu Jet Srl

Messina

Italy

200,000

Bluferries Srl

Messina

Italy

20,100,000

EUR

Transport Freight

Rome

Italy

73,000,000

EUR

Salerno

Italy

1,000,000

EUR

Busitalia Rail Service Srl

Rome

Italy

3,497,788

EUR

Busitalia Veneto SpA

Padua

Italy

20,500,000

EUR

TransportPassengers TransportPassengers TransportPassengers TransportPassengers

Cremonesi workshop Srl

Brescia

Italy

100,000

EUR

DeltaRail GmbH

Frankfurt

Germany

115,000

EUR

Ústi nad Labem

Czech Republic

40,000,000

CZK

Viechtach

Germany

1,022,584

EUR

ABS Arbeitsmedizin Braunschweig GmbH Anas SpA

Busitalia - Sita Nord Srl Busitalia Campania SpA

Die Länderbahn CZ s.r.o. Die Länderbahn GmbH DLB (già Vogtlandbahn-GmbH)

Sector

NEF NorddeutTransport- sche EisenbahnFreight fachschule GmbH Infrastructure EUR Roads FS Italiane SpA Transport – Busitalia - Sita EUR International Nord Srl Passenger EUR

EUR Infrastructure Railways

Rete Ferroviaria Italiana - RFI SpA FS Logistix SpA (già Mercitalia Logistics SpA)

31.00 100.00 70.00 100.00 100.00

Trenitalia SpA

100.00

Busitalia - Sita Nord Srl Busitalia - Sita Nord Srl Busitalia - Sita Nord Srl FS Sistemi Urbani Other services SpA Exploris Transport Deutschland Freight Holding GmbH

100.00

Transport – International Passengers TransportInternational Passengers

Celle

Germany

25,000

EUR

erixx Holstein GmbH

Lübeck

Germany

25,000

EUR

Exploris DE GmbH

Hamburg

Germany

265,000

EUR

Fercredit SpA

Rome

Italy

32,500,000

EUR

Ferservizi SpA Firenze City Sightseeing Srl

Rome

Italy

8,170,000

Florence

Italy

200,000

EUR Other services TransportEUR Passengers

Rome

Italy

14,186,000

EUR Infrastructure Railways

100.00 78.78 93.00 90.00

Die Länderbahn GmbH DLB

100.00

Regentalbahn GmbH

100.00

Transport- Osthannoversche Eisenbahnen International AktiengeselPassengers lschaft Osthannoversche TransportEisenbahnen International AktiengeselPassengers lschaft TransportTX Logistik AG Freight Other services FS Italiane SpA

erixx GmbH

FS Engineering SpA (già Italferr SpA)

Investor Investment %

FS Italiane SpA Busitalia - Sita Nord Srl Rete Ferroviaria Italiana - RFI SpA

87.51

87.51 100.00 100.00 100.00 60.00 100.00

Consolidated Financial Statements at 31 december 2025

395

Subsidiaries Name

Registered office

Country

FS Group Advisory Limited (già Trenitalia UK Limited)

London

United Kingdom

13,000,100

GBP

FS International SpA

Rome

Italy

2,739,515

EUR

FS Park SpA

Rome

Italy

FS Security SpA FS Treni Turistici Italiani Srl FS Sistemi Urbani SpA FSI Saudi Arabia for Land Transport LLC FSTechnology SpA

Rome

Sector TransportInternational Passengers TransportInternational Passengers

Investor Investment % FS International SpA

100.00

FS Italiane SpA

100.00

3,016,463

EUR Other services FS Sistemi Urbani SpA

100.00

Italy

500,000

FS Italiane SpA

100.00

Rome

Italy

2,000,000

Trenitalia SpA

100.00

Rome

532,783,501

Fs Italiane SpA

100.00

10,030,000

SAR Other services

FS Italiane SpA

100.00

Rome

Italy Saudi Arabia Italy

EUR Other services TransportEUR Passengers EUR Other services

27,578,244

EUR Other services

100.00

Grandi Stazioni Rail SpA

Rome

Italy

4,304,201

EUR Infrastructure Railways

FS Italiane SpA Rete Ferroviaria Italiana - RFI SpA

Hellenic Train - Railway Company SA - già TrainOSE SA

Athens

Greece

6,219,456

EUR

HSL Akademie GmbH

Hamburg

Germany

25,000

EUR

HSL Belgium PgmbH

Eupen

Belgium

50,000

EUR

HSL Logistik GmbH

Hamburg

Germany

750,000

EUR

HendrikThe Ido-Ambacht Netherlands

50,000

EUR

HSL Netherlands B.V.

Riyadh

TransportInternational Passengers TransportFreight TransportFreight TransportFreight TransportFreight TransportFreight TransportFreight

HSL Polska Sp. Z o.o.

Warsaw

Poland

1,000,000

PLN

HSL-Logistik s.r.o

Prague

Czech Republic

200,000

CZK

Infrarail Srl

Rome

Italy

5,619,974

EUR Infrastructure Railways

Infrastructure Engineering Services doo Beograd

Belgrade

Serbia

39,626,684

RSD Infrastructure Railways

Intermodalidad de Levante SA

Valencia

Spain

2,400,000

Italcertifer SpA

Florence

Italy

480,000

Italia Loyalty SpA

Rome

Italy

Mercitalia Intermodal SpA

Milan

FS Logistix SpA (già Mercitalia Logistics SpA)

100.00

FS International SpA

100.00

Exploris DE GmbH Exploris DE GmbH Exploris DE GmbH Exploris DE GmbH Exploris DE GmbH Exploris DE GmbH Rete Ferroviaria Italiana - RFI SpA FS Engineering SpA (già Italferr SpA)

100.00 90.00 100.00 90.00 100.00 100.00 100.00 100.00

FS International SpA

51.00

FS Italiane SpA

55.67

500,000

TransportInternational Passengers EUR Other services TransportEUR Passengers

Trenitalia SpA

100.00

Italy

7,000,000

EUR

TransportFreight

FS Logistix SpA (già Mercitalia Logistics SpA)

53.28

Rome

Italy

495,692,999

EUR

TransportFreight

FS Italiane SpA

100.00

Mercitalia Rail Srl

Rome

Italy

157,834,008

EUR

Transport Freight

Mercitalia Shunting & Terminal Srl

Genoa

Italy

5,000,000

EUR

100.00

Uelzen

Germany

500,000

EUR

TransportInternational Passengers TransportInternational Passengers

FS Logistix SpA (già Mercitalia Logistics SpA) FS Logistix SpA (già Mercitalia Logistics SpA) NiedersachsenBahn GmbH & Co. KG

Braunschweig

Germany

100,000

EUR

Transport Freight

Exploris DE GmbH

51.00

Forst

Germany

1,074,000

EUR

Transport – International Passengers

Netinera Move Gmbh

80.00

metronom Eisenbahngesellschaft mbH NEF Norddeutsche Eisenbahnfachschule GmbH Neißeverkehr GmbH

396

Share capital Currency

Ferrovie dello Stato Italiane Group

EUR

100.00

74.76

Subsidiaries Name NETINERA Bachstein GmbH NETINERA Deutschland GmbH

Registered office

Country

Share capital Currency

Celle

Germany

150,000

EUR

Viechtach

Germany

1,025,000

EUR

NiedersachsenBahn GmbH & Co. KG

Celle

Germany

100,000

EUR

NiedersachsenBahn Verwaltungsgesellschaft mbH

Celle

Germany

25,000

EUR

Parchim

Germany

500,000

EUR

Eberswalde

Germany

250,000

EUR

Celle

Germany

21,034,037

EUR

Berlin

Germany

200,000

EUR

The Amersfoort Netherlands

400,000

EUR

The Utrecht Netherlands

18,000

EUR

The Amersfoort Netherlands

18,000

Qbuzz DMG Materieel BV

The Utrecht Netherlands

100

Qbuzz Multimodaal BV

The Amersfoort Netherlands

100

Qbuzz Taxi BV

The Amersfoort Netherlands

100

ODEG Ostdeutsche Eisenbahngesellschaft mbH ODIG Ostdeutsche Instandhaltungsgesellschaft mbH Osthannoversche Eisenbahnen Aktiengesellschaft NETINERA Move GmbH Qbuzz BV Qbuzz Mobility Service BV Qbuzz GroningenUtrecht BV

Quadrilatero MarcheUmbria SpA

Rome

Italy

50,000,000

EUR

Regentalbahn GmbH

Viechtach

Germany

2,444,152

EUR

Rete Ferroviaria Italiana - RFI SpA

Rome

Italy

31,536,472,467

EUR

Rom Rail Transport Srl

Bucarest

Romania

385,943

RON

Terni

Italy

1,000,000

EUR

Schienenlogistik Hamburg SLH GmbH

Amburgo

Germany

25,500

EUR

sei mobil on demand GmbH

Sendenhorst

Germany

25,000

EUR

sei mobil Verkehrsgesellschaft mbH

Sendenhorst

Germany

26,000

EUR

Task Force Team GmbH

Essen

Germany

25,000

EUR

Terminal Alptransit Srl

Milan

Italy

19,500,000

EUR

Savit Srl

Sector Transport – International Passengers Transport – International Passengers

Investor Investment % NETINERA Deutschland GmbH

100.00

FS International SpA

100.00

Transport – Osthannoversche Eisenbahnen International AktiengeselPassengers lschaft Osthannoversche Transport – Eisenbahnen International AktiengeselPassengers lschaft Transport – Netinera Move International Gmbh Passengers Transport – ODEG OstdeutInternational sche EisenbahnPassengers gesellschaft mbH Transport – NETINERA International Bachstein GmbH Passengers Transport – NETINERA International Deutschland Passengers GmbH Transport – FS International International SpA Passengers Transport – International FS International SpA Passengers Transport – International Qbuzz BV Passengers Transport – International Qbuzz BV Passengers Transport – International Qbuzz BV Passengers Transport – International Qbuzz BV Passengers Infrastructure Anas SpA Roads Transport – NETINERA International Deutschland Passengers GmbH Infrastructure - FS Italiane SpA Railways Transport Mercitalia Rail Freight Srl Transport – Busitalia - Sita Passengers Nord Srl Transport Exploris DE Freight GmbH Transport – sei mobil VerInternational kehrsgellschaft Passengers GmbH Transport – Verkehrsbetriebe International Bils GmbH Passengers Transport Exploris DE Freight GmbH FS Logistix SpA Transport (già Mercitalia Freight Logistics SpA)

87.51

52.20

50.00 50.00 87.51 100.00 100.00 100.00 100.00 100.00 100.00 100.00 92.38 100.00 100.00 93.00 100.00 100.00 100.00 100.00 100.00 58.00

Consolidated Financial Statements at 31 december 2025

397

Subsidiaries Name

Registered office

Country

Terminali Italia Srl

Rome

Italy

7,345,686

EUR

Trenitalia c2c Limited

London

United Kingdom

100,000

GBP

Trenitalia France SAS già Thello SAS

Paris

France

1,500,000

EUR

Trenitalia SpA

Rome

Italy

1,655,363,500

EUR

Transport Passengers

Fs Italiane SpA

100.00

Tunnel Ferroviario del Brennero - Società di partecipazioni SpA

Rome

Italy Austria

1,713,423,910

EUR Infrastructure Railways

Rete Ferroviaria Italiana - RFI SpA

91.38

TX Logistik A/S

Padborg

Denmark

500,000

CKK

TX Logistik AG

100.00

TX Logistik AB

Helsingborg

Sweden

2,240,238

SEK

Transport Freight Transport Freight

TX Logistik AG

100.00

TX Logistik AG

Troisdorf

Germany

55,079,070

EUR

Transport Freight

FS Logistix SpA (già Mercitalia Logistics SpA)

100.00

Basel Switzerland

50,000

CHF

Transport Freight Transport Freight Transport – International Passengers Transport Freight Transport Freight Transport – International Passengers

TX Logistik AG

100.00

TX Logistik AG

100.00

TX Logistik GmbH TX Logistik Transalpine GmbH

Schwechat

Austria

35,000

EUR

Verkehrstriebe Bils GmbH

Sendenhorst

Germany

25,000

EUR

Warsaw

Poland

206,000

PLN

Via Cargo Logistics GmbH

Essen

Germany

215,000

EUR

vlexx GmbH

Mainz

Germany

25,000

EUR

Via Cargo S.A.

398

Share capital Currency

Ferrovie dello Stato Italiane Group

Sector

Investor Investment %

FS Logistix SpA (già Mercitalia Logistics SpA) FS Group Transport – Advisory Limited International (già Trenitalia UK Passengers Limited) Transport – International FS International SpA Passengers Transport Freight

100.00

NETINERA Deutschland GmbH Exploris DE GmbH

100.00

Via Cargo S.A.

100.00

Regentalbahn GmbH

100.00

2. LIST OF JOINT VENTURES Joint arrangements Registered office

Country

Galleria di base del Brennero – Brenner Basistunnel BBT SE

Bolzano

Italy Austria

10,240,000

Kraftverkehr - GMBH - KVG Lüneburg

Lüneburg

Germany

Kraftverkehr Celle Stadt und Land GmbH

Celle

KVG Stade GmbH & Co. KG

Name

Share capital Currency

Sector

Investor

Tunnel Ferroviario del Brennero SpA Transport – KVG Stade International GmbH & Co. Passengers KG Transport – VerkehrsbetrieInternational be Osthannover Passengers GmbH Transport – VerkehrsbetrieInternational be Osthannover Passengers GmbH Transport – VerkehrsbetrieInternational be Osthannover Passengers GmbH FSI Infrastructure - Arabia forSaudi Land Railways Transport LLC

Investment %

EUR Infrastructure Railways

45.69

25,565

EUR

31.02

Germany

1,099,300

EUR

Stade

Germany

4,600,000

EUR

KVG Stade Verwaltungs GmbH

Stade

Germany

25,000

EUR

Operation Alliance OPS Co

Riyadh

Saudi Arabia

100,000

SAR

SWS Italferr Adi Ortakligi

Ankara

Turkey

1,000

Trenitalia TPER Scarl

Bologna

Italy

11,000,000

EUR

Milan

Italy

76,120,000

EUR

Le Bourget du Lac

Italy France

1,000,000

Verkehrsbetriebe Osthannover GmbH

Celle

Germany

600,000

EUR

SITA SpA

Rome

Italy

200,000

EUR

Trenord Srl Tunnel Euralpin Lyon Turin TELT SaS (formerly yon-Turin Ferroviarie - LTF Sas)

27.42 31.02 26.97 50.00

TRL Infrastructure Railways

FS Engineering SpA (formerly Italferr SpA)

50.00

Transport Passengers Transport Passengers

Trenitalia SpA

70.00

Trenitalia SpA

50.00

EUR Infrastructure Railways FS Italiane SpA

50.00

Transport – OsthannoverInternational sche EisenbahPassengers nen AG Transport – FS Italiane SpA Passengers

44.95 55.00

Consolidated Financial Statements at 31 december 2025

399

3. LIST OF ASSOCIATES Associates Name Alpe Adria SpA

CeBus GmbH & Co. KG

400

Registered office

Country

Share capital

Currency

Sector

Investor

Investment %

Trieste

Italy

300,000

EUR

Transport Freight

Mercitalia Rail Srl

33.33

Kraftverkehr Stadt und Transport – Celle Land GmbH International Celler Passengers Straßenbahngesellschaft mbH

9.46

Celle

Germany

25,000

EUR

Kraftverkehr Celle Stadt und Land GmbH Celler Straßenbahngesellschaft mbH Kraftverkehr Celle Stadt und Land GmbH

CeBus Verwaltungsgesellschaft mbH

Celle

Germany

25,000

EUR

Transport – International Passengers

Celler Straßenbahngesellschaft mbH

Celle

Germany

572,680

EUR

Transport – International Passengers

Cesar Information Services CIS Scrl

Brussels

Belgium

100,000

EUR

Concessioni Autostradali Lombarde - CAL SpA

Milan

Italy

4,000,000

EUR

Infrastructure Roads

Anas Spa

50.00

EVG Euregio Verkehrsgesellschaft mbH & Co. KG

Münster

Germany

60,000

EUR

Transport – International Passengers

Verkehrsbetriebe Bils GmbH

29.67

EVG Euregio Verwaltungsund Beteiligungs GmbH

Münster

Germany

36,000

EUR

Transport – International Passengers

Verkehrsbetriebe Bils GmbH

29.67

First Trenitalia West Coast Limited

London

United Kingdom

100

GBP

Transport – International Passengers

FS Group Advisory Limited (già Trenitalia UK Limited

30.00

FNM SpA (formerly Ferrovie Nord Milano SpA)

Milan

Italy 230,000,000

EUR

Transport – FS Italiane SpA Passengers

14.74

Hafen Lüneburg GmbH

Lüneburg

Germany

1,750,000

EUR

Logistica SA

Levallois

France

37,000

EUR

METRO 5 SpA

Milan

Italy

53,300,000

EUR

Quadrante Europa Terminal Gate SpA

Verona

Italy

20,476,000

EUR

Stretto di Messina SpA

Rome

Italy

672,527,489

EUR

Ziel Terminal GmbH

Duisburg

Germany

1,000,000

EUR

Modalink BV

Antwerp

Belgium

2,907,159

EUR

Ferrovie dello Stato Italiane Group

Transport Mercitalia Freight Intermodal SpA

Transport – OsthannoverInternational sche EisenbahPassengers nen AG Transport - Mercitalia Rail Freight Srl Transport – FS Italiane SpA Passengers Ferroviaria Infrastructure - Rete Italiana - RFI Railways SpA Anas Spa Infrastructure - Rete Ferroviaria Roads Italiana - RFI SpA Transport TX Logistik AG Freight FS Logistix Transport SpA (formerly Freight Mercitalia Logistics SpA)

9.43

9.52 13.37

26.25 50.00 36.70 50.00 36.70 5.83 25.10 30.00

4. LIST OF OTHER UNCONSOLIDATED EQUITY INVESTMENTS Other equity investments Name

Registered office

Country

Crew Middle East DMCC

Dubai

United Arab Emirates

25,220 Cremonesi workshop Srl

100.00

FS Italian Railways USA Inc

New York City

New York

100,000

FS Italiane SpA

100.00

FS Energy

Rome

Italy

5,000,000

FS Italiane SpA

100.00

Mazzucchelli Srl

Genoa

Italy

10,000

Infrarail Srl

100.00

Newco Rosco Merci Srl

Rome

Italy

100,000

Mercitalia Rail Srl

100.00

Die Laenderbahn see D.O.O.

Belgrade

Serbia

9,975

Die Länderbahn GmbH

100.00

LüneBus GmbH

Lüneburg

Germany

25,000

KVG Stade GmbH

100.00

Bari

Italy

4,682,830

Fs Italiane SpA

100.00

Terminal Tremestieri Srl in liquidation

Messina

Italy

78,363

Bluferries Srl

33.33

TX Service Management GmbH in liquidation

Troisdorf

Germany

50,000

TX Logistik AG

100.00

TX Consulting GmbH in liquidation

Troisdorf

Germany

25,000

TX Logistik AG

100.00

Anas International Enterprise in liquidation

Rome

Italy

3,000,000

Anas Spa

100.00

Freilassing

Germany

25,000

Die Länderbahn GmbH DLB

50.00

Li-Nea SpA in liquidation

Scandicci (Florence)

Italy

450,000

Ataf Gestioni Srl

23.80

United Operator (O&M)

Moscow

Russia

10,000

Anas International Enterprise RUS LLC

40.00

Anas International Enterprise RUS LLC

Moscow

Russia

63,000

Anas International Enterprise SpA

51.00

Road Investment Company (RIC) LLC

Moscow

Russia

500,000

Anas International Enterprise RUS LLC

51.10

Rome

Italy

1,000

Anas SpA

60.00

Ferrovie del Sud Est e Servizi Automobilistici Srl in liquidation

Berchtesgardener Land Bahn GmbH in liquidation

PMC Mediterraneum

Share capital

Investor % of voting rights

Consolidated Financial Statements at 31 december 2025

401

5. CONSOLIDATION MAP OF FERROVIE DELLO STATO ITALIANE GROUP

Ferrovie dello Stato Italiane SpA 100% FS Energy

100% RFI

FS Italian Railways USA

FS Sistemi Urbani

100%

Ferservizi

100% FSI Saudi Arabia for Land Transport

Operation Alliance OPS

Cremonesi Workshop 100%

Stretto di Messina

Tunnel Ferroviario del Brennero

50.00%

93.00%

FS Park

36.70%

91.38%

Trenitalia

100%

100% Anas

5.83%

100%

Crew Middle East

92.38%

Quadrilatero Marche Umbria

50.00%

Concessioni Autostradali Lombarde

50.00% BBT

Intermo-dalidad de Levante

Netinera Deutschland

Hellenic Train

Trenitalia France 100%

100%

Infrarail

100%

Mazzucchelli

Blu Jet

Trenitalia TPER

100%

Grandi Stazioni Rail

FS Treni Turistici

50.00%

Quadrante Europa Terminal Gate

Italia Loyalty

FS Engineering (già Italferr)

Busitalia Sita Nord

100%

50.00%

Infrastruture Engineering Service

Busitalia Rail Service

SWS & Italferr Adi Ortakligi

Busitalia Veneto

Busitalia Campania

Savit

402

50.00%

Ferrovie dello Stato Italiane Group

Qbuzz Mobility Service

Trenord

100%

70.00%

78.78% 60.00%

100%

70.00%

Qbuzz

100%

ATAF Gestioni

Firenze City Sightseeing

100%

Qbuzz DMG Materieel BV

Qbuzz Taxi

Qbuzz Multimodaal Qbuzz Groningen Utrecht

51.00%

100%

100% FS International

100%

FS Technology

Fercredit

FS Security

36.70%

50.00% TELT

Metro 5

FNM

100%

55.00%

FS Logistix

SITA

14.74%

55.60% Italcertifer

Trenitalia c2c 100% 100%

Mercitalia Shunting & Terminal

FS Advisory (già Trenitalia UK) 30.00%

100%

58.00%

100%

Terminali Italia

First Trenitalia West Coast

Bluferries

100%

Terminal Alptransit

100%

TX Logistik

Mercitalia Rail

TX Logistik Danimarca

Rom Rail Transport

TX Logistik Transalpine

Newco Rosco Merci

TX Logistik Svezia

Logistica SA

TX Logistik Svizzera

Alpe Adria

93.00%

100% EXPLORIS Deutschland Holding GmbH

100%

HSL Polska Sp. z o.o.

100%

VIA Cargo S.A.

HSL Logistik Hamburg GmbH

100%

HSL Akademie GmbH

100%

Task Force Team GmbH

100%

Schienen logistik SLH

100%

DeltaRail GmbH

100%

100% Via Cargo Logistics GmbH

100%

25.10%

90.00%

90.00% 90.00% 51.00%

33.33%

Modalink BV

Mercitalia Intermodal

HSL - Logistik s.r.o.

HSL Belgium PgmbH

50.00%

30.00% Ziel Terminal

53.28% 100%

100%

25.10% CIS

HSL Netherlands B.V.

NEF GmbH 60.00% ABS Gmnh

CONSOLIDATION MAP OF FS ITALIANE GROUP AT 31.12.2025 Parent and Group’s subsidiaries Equity-accounted investees (JV) Equity-accounted investees Subsidiaries measured at cost

Consolidated Financial Statements at 31 december 2025

403

Netinera Deutschland GmbH

95.34%

100%

Netinera Bachstein

Netinera Move

87.51% 80.00%

Osterhannoversche Eisenbahnen (OHE)

Hafen Lüneburg

Erixx

erixx Holstein GmbH

30.00%

100%

Neißeverkehr

50.00%

Verkehrsbetriebe Osthannover 61.00%

CeBus Verwaltungs

Niedersachsenbahn Verwaltungs

60.00%

Niedersachsenbahn (NB)

60.00%

ODIG Ostdeutsche Instandhaltung 34.40%

1.00% Celler Straßenbahn

34.70%

1.00% CeBus

73.58% Metronom Eisenbahn

100%

Kraftverkehr Celle Stadt und Land (KVC)

100%

60.00%

34.50%

KVG Strade 100% Kraftverkehr Lüneburg

60.00%

404

Ferrovie dello Stato Italiane Group

KVG Stade Verwaltungs

ODEG Ostdeutsche Eisenbahn

100%

LüneBus GmbH

100%

Regentalbahn

Verkehrstriebe Bils

100%

100% vlexx

100%

Die Länderbahn

100%

sei mobil Verkehrsgesellchaft

29.67%

EVG Euroregio Verwaltungs-u. Betellingung

29.67%

EVG Euroregio Verkehrsgesellschaft

100%

sei mobil on demand

DIE LAENDERBAHN SEE D.O.O.

Die Länderbahn CZ

CONSOLIDATION MAP OF FS ITALIANE GROUP AT 31.12.2025 Parent and Group’s subsidiaries Equity-accounted investees (JV) Equity-accounted investees Subsidiaries measured at cost

Consolidated Financial Statements at 31 december 2025

405

6. DISCLOSURE PURSUANT TO LAW NO. 124/2017 FERROVIE DELLO STATO ITALIANE Provider

Description

MIT to TELT Sas

Pass-through grant

Europe’s Rail of which:

Grant related to income

Amount in € 117,625,071 151,156

to other Group companies

81,526

to FS SpA

69,629

TRENITALIA Provider

Description

Abruzzo Region

compensation for loss of regional traffic revenue

579,784

Azienda della Mobilità Piemontese

compensation for loss of regional traffic revenue

19,867,978

Sardinia Region

compensation for loss of regional traffic revenue

2,843,657

Infrastrutture Venete Srl

compensation for loss of regional traffic revenue

22,087,827

Basilicata Region

compensation for loss of regional traffic revenue

549,421

Campania Region

compensation for loss of regional traffic revenue

12,329,514

Umbria Region

compensation for loss of regional traffic revenue

4,107,210

Lazio Region

compensation for loss of regional traffic revenue

28,998,732

Liguria Region

compensation for loss of regional traffic revenue

14,503,712

Marche Region

compensation for loss of regional traffic revenue

9,071,433

Sicily Region

compensation for loss of regional traffic revenue

9,617,534

Tuscany Region Council

2,666,937

Liguria Region

compensation for increased cost of fuels and purchase of electricity compensation for increased cost of fuels and purchase of electricity compensation for increased cost of fuels and purchase of electricity compensation for increased cost of fuels and purchase of electricity compensation for increased cost of fuels and purchase of electricity compensation for increased cost of fuels and purchase of electricity

MIT

compensation for loss of HS traffic revenue

41,560,528

Infrastrutture Venete Srl Autonomous Province of Trento Autonomous Region of Valle d'Aosta Umbria Region

Amount in €

734,750 225,473 553,821 124 599,328

RETE FERROVIARIA ITALIANA Provider

Description

Amount in €

MEF

Grants related to assets

7,367,691,339

MIT

Grants related to assets

1,714,770,821

Ministry of Culture

Grants related to assets

9,026,030

Grants related to assets

2,136,528,491

Presidency of the Council of Ministers

Grants related to assets

138,278,804

LOCAL BODIES

Grants related to assets

47,485,092

MEF

Grant related to income

1,255,556,791

MIT

Grant related to income

10,000,000

MIT incentive for freight transport (Chapter 1300/1274)

Pass-through grants (*)

96,349,986

CSEA

Pass-through grants (*)

644,828,431

Fondimpresa

Aid to training (art.31)

470,223

ANPAL

Aid to training (art.31)

150,597

(*) Si specifica che i beneficiari ultimi dei contributi passanti (MIT cap. 1274 – CSEA) sono le imprese ferroviarie

406

Ferrovie dello Stato Italiane Group

ANAS Provider

Description

Amount in €

Government

Grants related to income

25,000,000

Other Government bodies

Grants related to income

6,736,000

MIT

Grants related to assets

2,534,775,000

Local bodies

Grants related to assets

510,847,000

Local bodies - EU (ROP Programmes)

Grants related to assets

8,249,000

Grants collected by Quadrilatero on behalf of Anas

Grants related to assets

7,362,000

GRANDI STAZIONI RAIL Provider

Description

MIT

Programme of interventions for the redevelopment and construction of large stations complementary infrastructure Interventions in favour of Grandi Stazioni for the redevelopment and accessibility of large railway stations Approval of the detailed program of interventions related to the celebrations of the Jubilee of the Catholic Church 2025

MIT MEF

Amount in € 4,509,819 2,972,353 3,089,876

FS ENGINEERING S.P.A. (FORMERLY ITALFERR SPA) Provider

Description

Amount in €

Horizon Europe

Grants related to income

192,000

Europe's Rail Joint Undertaking partnership

Grants related to income

91,000

MUR

Grants related to income

50,000

ESA

Grants related to income

7,000

FS LOGISTIX SPA (FORMERLY MERCITIALIA LOGISTICS SPA) Provider

Description

Amount in €

Electricity Services Operator (GSE)

Incentive tariff awarded to the Company by GSE for power generation plant by photovoltaic conversion of solar source

252,940

National incentives to promote intermodality (Ferrobonus)

Ferrobonus grant in support of combined transport and transshipment by rail

1,100,592

Incentives to promote intermodality (Ferrobonus) for Piedmont, Puglia and Lombardy Regions

Ferrobonus grant in support of combined transport and transshipment by rail

37,910

MERCITALIA SHUNTING & TERMINAL Provider MIT MIT

Description

Amount in €

Grant under the Rail Freight Transport Scheme, pursuant to Article 2, paragraphs 3 and 4 of Regulation no. 64 of 20.3.2023 Grants provided for by the Supplementary Fund “Renewal of Vehicles to handle goods”, Decree Law no. 59 of 6.05.2021, as converted by Law no. 101 of 01.07.2021

71,499 262,973

MERCITALIA RAIL Provider

Description

Amount in €

MIT

Grants related to income – rail transport

2,149,516

MIT

Grants related to income – freight transport

45,224,297

MIT

Grants related to income – paid to rail freight companies whose purpose is to compensate for the damage suffered from the Covid 19 pandemic

European Commission - Europe’s Rail Joint Undertaking Grants related to income paid to railway undertakings whose (EU-Rail) use is aimed at developing new technologies

1,125,288 53,808

Consolidated Financial Statements at 31 december 2025

407

MERCITALIA INTERMODAL Provider

Description

MIT

Grant for incentives to promote intermodality (Ferrobonus) 2023-2024 Grant for incentives to promote intermodality (Ferrobonus) 2024-2025 Swiss Federal Government grants to promote combined transport and encourage the transfer of transalpine heavyduty traffic from road to rail Grant for provision of rail freight services in South Tyrol from 01/01/2024 to 31/12/2024 Grant for provision of rail freight services in South Tyrol from 01/01/2025 to 30/09/2025 Regional Incentives to promote intermodality (Ferrobonus) in support of rail freight transport Grants on FP5-DACtiVate - Activating DAC Development Through Testing and Engineering Regional grant to promote rail freight transport (Dote Merci Ferroviaria)

MIT OFT Autonomous Province of Bolzano Autonomous Province of Bolzano Puglia Region Europe’s Rail (UE) Lombardy Region

Amount in € 6,637,521 3,424,491 1,882,425 1,182,527 739,445 124,066 115,576 71,125

BUSITALIA CAMPANIA Provider

Description

Campania Region

Compensation for contractual hiatus 2024 - 2025

Ministry of Labour

Grants for illness costs - 2025

Amount in € 1,107,457 38,492

BUSITALIA RAIL SERVICE Provider

Description

Ministry of Labour

Compensation for grants on contractual hiatus under the National Collective Labour Agreement (CCNL)

Amount in € 229,843

BUSITALIA VENETO Provider

Description

Ministry of Labour

1,874,809

Veneto Region

Grants related to income – 10% estimate of illness costs 2025 Compensation for contractual hiatus under the National Collective Labour Agreement (CCNL) COVID reimbursements accounted for in previous financial periods

Veneto Region

Economic impacts of final award of compensation for fuels

147,243

Ministry of Labour

408

Amount in € 24,121

-126,058

Veneto Region

SCHOOL GRANT

2,477

Veneto Region

Province of Rovigo - INCREASED GRANT ON DISABLED PEOPLE Reg. Council Resol. 1201 as amended and supp. by Resol. 1297 –

51,201

Ferrovie dello Stato Italiane Group

BUSITALIA SITA NORD Provider

Description

Amount in €

Ministry of Labour (Umbria Region) Ministry of Labour (Umbria Region)

Grant under National Collective Labour Agreement (CCNL) 2025 - Umbria Grant under National Collective Labour Agreement (CCNL) 2025 - Umbria (2024 adjustment)

Ministry of Labour

10% estimate of illness costs 2024

Umbria Region - through Scarl

Covid-19 reimbursements

1,176,079

Umbria Region

Covid-19 reimbursements

119,551

Umbria Region

Grants for increased cost of fuels 2022

216,372

Umbria Region - through Scarl

Grants for increased cost of fuels 2022

1,668,580

Ministry of Labour

Compensation for contractual hiatus under the National Collective Labour Agreement (CCNL)

2,420,984

5,592,773 -49 69,866

FSTECHNOLOGY Provider

Description

Amount in €

European Commission

Travel Wise Project

68,032

European Commission

Orchestra Project

27,429

European Commission

Motional Project

423,971

FERSERVIZI Provider

Description

Amount in €

Fondimpresa

Grants for training

40,093

Consolidated Financial Statements at 31 december 2025

409

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND THE OFFICER IN CHARGE OF FINANCIAL REPORTING

Certification of the Chief Executive Officer and the Officer in charge of Financial Reporting of the consolidated financial statements of Ferrovie dello Stato Italiane Group at 31 December 2025 pursuant to article 154-bis, paragraph 5, of Legislative decree no. 58/1998 1. The undersigned Stefano Antonio Donnarumma and Fabio Paris, respectively as Chief Executive Officer and Officer in charge of Financial Reporting of Ferrovie dello Stato Italiane SpA, also considering the provisions of the article 154-bis paragraphs 3 and 4 of Legislative decree no. 58 of 24 February 1998, certify:  the adequacy with regard to the characteristics of Ferrovie dello Stato Italiane

Group and

 the effective application

of the administrative and accounting procedures in preparing the consolidated financial statements at 31 December 2025. 2. In this regard, we report that:

a. the evaluation of the adequacy and effective application of the administrative and

accounting procedures used to prepare the consolidated financial statements of the Ferrovie dello Stato Italiane Group was based on the internal control model, consistent with the “Internal Controls – Integrated Framework” issued by the “Committee of Sponsoring Organizations of the Treadway Commission” which represents an internationally-accepted framework for the internal control system;

b. this evaluation did not identify any significant issues. 3. In addition, we certify that: 3.1. the consolidated financial statements:

a. have been prepared according to the International Financial Reporting Standards endorsed by the European Community pursuant to regulation (CE) 1606/2002 of European Parliament and Council of 19 July 2002;

b. correspond to the entries in the books and accounting records; c. provide a true and fair view of the financial position and results of operations of

Ferrovie dello Stato Italiane SpA and the companies included in the Ferrovie dello Stato Italiane Group’s consolidation scope.

3.2. the Directors’ Report includes a reliable analysis of the financial position, performance and results of operations of Ferrovie dello Stato Italiane SpA and the consolidated companies as a whole, together with a description of the main risks and uncertainties to which they are exposed. April 2nd, 2026 Stefano Antonio Donnarumma Chief Executive Officer

410

Ferrovie dello Stato Italiane Group

Fabio Paris Officer in charge of Financial Reporting

INDEPENDENT AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

Independent auditor’s report in accordance with article 14 of Legislative Decree 39/2010 and article 10 of Regulation (EU) 537/2014 To the Sole Shareholder of Ferrovie dello Stato Italiane SpA

Report on the audit of the consolidated financial statements

Opinion We have audited the consolidated financial statements of the Ferrovie dello Stato Italiane Group (the “Group”), which comprise the consolidated statement of financial position as of 31 December 2025, the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information. In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group as of 31 December 2025, and of the result of its operations and cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and adopted by the European Union, as well as with the regulations issued to implement article 9 of Legislative Decree 38/2005.

Consolidated Financial Statements at 31 december 2025

411

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the consolidated financial statements” section of this report. We are independent of Ferrovie dello Stato Italiane SpA (the “Company”) pursuant to the regulations and standards on ethics and independence applicable to audits of financial statements under Italian law. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Auditing procedures performed in response to key audit matters

Key audit matters Recoverability of intangible assets of Anas SpA Explanatory note no. 6 “Accounting policies” sections “Impairment losses on intangible assets and property, plant and equipment” and “Use of estimates and judgements”, explanatory note no. 24 “Intangible assets” to the consolidated financial statements The consolidated financial statements as at 31 December 2025 included intangible assets for Euro 1,611 million, of which Euro 696 million attributable to the concession of the toll-free motorway network of national interest assigned to Anas SpA pursuant to Article 7, para. 2 of Law Decree 138/2002 converted, with amendments, into Law 178/2002 (hereinafter also the “Concession”). The directors, having identified potential

We carried out the audit procedures to address such key audit matter in order to evaluate the consistency of the process and methodology for estimating the recoverability of intangible assets used by the Group with the provisions of IAS 36 and the valuation practices, verifying the appropriateness of the type of cash flows used, their consistency with the Plan and the mathematical accuracy of the quantification of the recoverable amount.

�

Specifically, the audit procedures performed, also with the support of the PwC network experts, included: the understanding of the process adopted by the directors to prepare the impairment test;

2 of 10

412

Ferrovie dello Stato Italiane Group

impairment indicators on intangible assets related to Anas SpA, carried out a specific impairment test. The recoverability of the value was verified by comparing the carrying amount of net assets attributable to Anas SpA with the related recoverable value, represented by the higher between the fair value, less costs to sell, and the value in use, in compliance with the provisions of IAS 36 “Impairment of assets”. In particular, the configuration of recoverable value used by the Company is the value in use, calculated as the current value of the cash flows of the “2026-2052 economic and financial plan” (the “Plan”), approved by the Board of Directors of Anas SpA on 5 March 2026, to which a terminal value was added equal to the Regulatory Net Invested Capital at the end of the Concession. The Plan flows were considered for an explicit period until 2052 by assuming the extension of the Concession which is currently due to expire on 31 December 2032. With reference to the financial statements ended 31 December 2025, the Company’s management availed itself of an external expert in order to carry out the impairment test. As part of the audit activities, we considered the recoverability of the value of the intangible assets of Anas SpA as a key matter of the audit of the consolidated financial statements as the related estimation process was particularly complex and based on valuation assumptions influenced by future economic, financial, market and regulatory conditions that are difficult to predict. Should any future developments lead to considerations and results that differ from expectations, the book value of the Concession could be reduced on the basis of the cash flows expressed by an economic and financial plan revised accordingly.

�

the verification of the completeness and accuracy around the existence of impairment indicators identified by management that led to perform the impairment test; �

the verification of the reasonableness of the key assumptions underlying the prospective cash flows and discounting rates used to perform the impairment test (also through comparison with forecast data deriving from external information sources, where available); �

the analyses of the most significant differences between the estimates performed in the previous years and the actual data (retrospective review), in order to evaluate the adequacy and the estimation capacity of the valuation process adopted; �

the verification of the sensitivity analysis carried out by the Group in relation to the discounting rate. We evaluated the technical skills and objectivity of the external expert engaged by the Group’s management to perform the impairment test. Finally, we verified the accuracy and the completeness of the information provided by the directors in the notes to the consolidated financial statements on the matters described above.

3 of 10

Consolidated Financial Statements at 31 december 2025

413

Calculation of depreciation of the railway infrastructure The audit procedures performed to address such key audit matter included:

Explanatory note no. 6 “Accounting policies” sections “Rete Ferroviaria Italiana - RFI SpA’s calculation of depreciation of property, plant and equipment” and “Use of estimates and judgements”, explanatory note no. 21 “Property, plant and equipment”, explanatory note no. 23 “Investment property” and explanatory note no. 24 “Intangible assets” to the consolidated financial statements

the understanding and valuation of the process adopted by the Group and of the related IT environment to calculate depreciation of the railway infrastructure in accordance with the applicable regulations; �

the verification of the operational effectiveness of key controls in order to validate the internal control system with reference to the company processes related to the calculation of depreciation of the railway infrastructure; �

the analyses of the reasonableness of the estimates carried out in determining the overall production volumes expressed in train-km and in calculating the residual value; �

the historical analysis of the directors’ ability to make reliable estimates of production volumes expressed in train-km through the analysis of the differences between forecast and actual data (retrospective review); �

the verification of the accuracy of the calculation of trains per km by macro main lines and of the depreciation rates used by the Group; �

the recalculation, on a sample basis, of the mathematical accuracy of the annual depreciation charge of the non-current assets of the railway infrastructure.

The consolidated financial statements at 31 December 2025 included property, plant and equipment for a value equal to Euro 50,868 million, investment property for a value of Euro 1,402 million and intangible assets amounting to Euro 1,611 million.

�

A significant portion of such non-current assets pertains to the railway infrastructure. Depreciation of the railway infrastructure is calculated on a straight-line basis at variable rates based on train-km production volumes, in compliance with Article 1, paragraph 87, of Law 266/2005. Calculating depreciation of the railway infrastructure represents a complex and, by its nature, subjective accounting estimate, as it is influenced by multiple factors, including: �

the estimated production volumes expressed as train-km (the number of train events per kilometre travelled); �

the estimated residual value; �

the impacts of any changes to the regulatory framework. Therefore, calculating depreciation requires significant judgements by the directors. For these reasons we considered the calculation of depreciation of the railway infrastructure as a key audit matter.

Finally, we verified the accuracy and the completeness of the information provided by the directors in the notes to the consolidated financial statements in relation to depreciation of the railway infrastructure.

4 of 10

414

Ferrovie dello Stato Italiane Group

Determination of the provisions for risks and charges – suppliers’ claims for additional fees Explanatory note no. 6 “Accounting policies” sections “Provisions for risks and charges” and “Use of estimates and judgements”, explanatory note no. 38 “Provisions for risks and charges” to the consolidated financial statements

The audit procedures performed to address such key audit matter included: the understanding and valuation of the process adopted by the Group to determine the provisions for risks and charges for suppliers’ claims for additional fees; �

the verification of the operational effectiveness of key controls in order to validate the internal control system with reference to the company processes related to the determination of the provisions for risks and charges; �

the analyses of the differences between the accounting estimate of the provisions for risks and charges for suppliers’ claims for additional fees of the prior years and the actual values resulting from the subsequent settlement of disputes (retrospective review), in order to understand the accuracy of the valuation process adopted; �

the obtainment of information, through written request to legal advisors who assist the Group, selected on a sample basis, on the assessment of the risk of losing the case as for the existing disputes for suppliers’ claims for additional fees and on the quantification of the related liability; �

the analyses of the assumptions adopted in determining the provisions for risks and charges, for the main disputes for suppliers’ claims for additional fees, through interviews with the corporate functions involved and analysis of the supporting documentation; �

for the main disputes, analyses of the events occurred after the reporting date which provide useful information to evaluate the provisions for risks and charges for suppliers’

The Group’s business is exposed to suppliers’ claims for additional fees.

�

The consolidated financial statements as at 31 December 2025 included in the item “Provisions for risks and charges”, accruals to the “Provision for litigation with third parties” mainly related to suppliers’ claims and disputes for additional fees. The valuation of provisions for risks and charges requires the formulation of estimates on the outcome of claims and disputes, which are by their nature complex and characterised by a high degree of uncertainty, and which involved a significant degree of judgement by the directors. For these reasons, and for the significance of the financial statement item under examination, we considered the determination of the provisions for risks and charges related to the suppliers’ claims for additional fees as a key audit matter.

5 of 10

Consolidated Financial Statements at 31 december 2025

415

claims for additional fees. Finally, we verified the accuracy and the completeness of the information provided by the directors in the notes to the consolidated financial statements in relation to the suppliers’ claims for additional fees.

Responsibilities of the directors and the board of statutory auditors for the consolidated financial statements The directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and adopted by the European Union, as well as with the regulations issued to implement article 9 of Legislative Decree 38/2005 and, in the terms prescribed by law, for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The directors are responsible for assessing the Group’s ability to continue as a going concern and, in preparing the consolidated financial statements, for the appropriate application of the going concern basis of accounting, and for disclosing matters related to going concern. In preparing the consolidated financial statements, the directors use the going concern basis of accounting unless they either intend to liquidate Ferrovie dello Stato Italiane SpA or to cease operations or have no realistic alternative but to do so. The board of statutory auditors is responsible for overseeing, in the terms prescribed by law, the Group’s financial reporting process.

6 of 10

416

Ferrovie dello Stato Italiane Group

Auditor’s responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements. As part of our audit conducted in accordance with International Standards on Auditing (ISA Italia), we exercised professional judgement and maintained professional scepticism throughout the audit. Furthermore: �

We identified and assessed the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; we designed and performed audit procedures responsive to those risks; we obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. �

We obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

�

We evaluated the appropriateness of accounting policies used and the reasonableness of accounting

�

estimates and related disclosures made by the directors. We concluded on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to

7 of 10

Consolidated Financial Statements at 31 december 2025

417

the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. �

We evaluated the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

�

We obtained sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion on the consolidated financial statements. We communicated with those charged with governance, identified at an appropriate level as required by ISA Italia regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identified during our audit. We also provided those charged with governance with a statement that we complied with the regulations and standards on ethics and independence applicable under Italian law and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate the related risks, or safeguards applied. From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We described these matters in our auditor’s report.

8 of 10

418

Ferrovie dello Stato Italiane Group

Additional disclosures required by article 10 of Regulation (EU) 537/2014 On 21 March 2023, the shareholders of Ferrovie dello Stato Italiane SpA in general meeting engaged us to perform the statutory audit of the Company’s and the consolidated financial statements for the years ending 31 December 2023 to 31 December 2031. We declare that we did not provide any prohibited non-audit services referred to in article 5, paragraph 1, of Regulation (EU) 537/2014 and that we remained independent of the Company in conducting the statutory audit. We confirm that the opinion on the consolidated financial statements expressed in this report is consistent with the additional report to the board of statutory auditors, in its capacity as audit committee, prepared pursuant to article 11 of the aforementioned Regulation.

Report on compliance with other laws and regulations

Opinions and statement in accordance with article 14, paragraph 2, letters e), e-bis) and e-ter) of Legislative Decree 39/2010 and with article 123-bis, paragraph 4, of Legislative Decree 58/1998 The directors of Ferrovie dello Stato Italiane SpA are responsible for preparing a directors’ report and a report on the corporate governance and ownership structure of the Ferrovie dello Stato Italiane Group as of 31 December 2025, including their consistency with the relevant consolidated financial statements and their compliance with the law. We have performed the procedures required under auditing standard (SA Italia) 720B in order to: ● express an opinion on the consistency of the directors’ report and of the specific information included in the report on corporate governance and ownership structure referred to in article 123bis, paragraph 4, of Legislative Decree 58/1998, with the consolidated financial statements; ● express an opinion on the compliance with the law of the directors’ report, excluding the section on the consolidated sustainability report, and of the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998;

9 of 10

Consolidated Financial Statements at 31 december 2025

419

● issue a statement on material misstatements, if any, in the directors’ report and in the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998. In our opinion, the directors’ report and the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998 are consistent with the consolidated financial statements of the Ferrovie dello Stato Italiane Group as of 31 December 2025. Moreover, in our opinion, the directors’ report, excluding the section on the consolidated sustainability report, and the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998 are prepared in compliance with the law. With reference to the statement referred to in article 14, paragraph 2, letter e-ter), of Legislative Decree 39/2010, issued on the basis of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have nothing to report. Our opinion on compliance with the law does not extend to the section of the directors’ report relating to the consolidated sustainability report. The conclusions on the compliance of that section with the rules governing its preparation and on compliance with the disclosure requirements established by article 8 of Regulation (EU) 852/2020 are expressed by ourselves in the report prepared in accordance with article 14-bis of Legislative Decree 39/2010.

Rome, 17 April 2026 PricewaterhouseCoopers SpA Signed by Luigi Necci (Partner)

This independent auditor’s report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.

10 of 10

420

Ferrovie dello Stato Italiane Group

Consolidated Financial Statements at 31 december 2025

421

SEPARATE FINANCIAL STATEMENTS OF FERROVIE DELLO STATO ITALIANE SPA AT 31 DECEMBER 2025

1. FERROVIE DELLO STATO ITALIANE SPA’S FINANCIAL STATEMENTS INCOME STATEMENT Euros

Notes Revenue

2025

2024

147,166,511

150,239,829

Revenue from sales and services

144,688,086

147,892,248

Other income

2,478,425

2,347,581

Operating costs

(313,123,307) (277,942,872)

Personnel expense

(95,120,470)

(77,496,830)

Raw materials, consumables, supplies and goods

(28,309)

(9,337)

Services

(191,563,367)

(164,382,926)

Other operating costs

(18,794,667)

(15,407,135)

Amortisation and depreciation, provisions and impairment losses

(7,616,495)

(20,646,643)

Operating loss

(165,956,796) (127,703,043)

Net financial income

259,833,960

355,113,050

Financial income

721,616,806

1,088,276,157

Financial expense

(461,782,846)

(733,163,107)

93,877,164

227,410,007

5,968,913

203,724,185

99,846,078

431,134,192

Pre-tax profit (loss) Income taxes

Profit for the year

STATEMENT OF COMPREHENSIVE INCOME Euros

Notes Profit for the year

2025

2024

99,846,078

431,134,192

Items that will not be reclassified to profit or loss, net of tax effect: Net actuarial gains (losses)

24/26

23,839

56,584

Tax effect on actuarial gains/losses

24/26

(6,905)

(11,429)

Cash flow hedges - effective portion of changes in fair value

24/26

113,907

1,836

Cash flow hedges - effective portion of changes in fair value: tax effect

24/26

(27,338)

(441)

103,503

46,550

99,949,581

431,180,742

Items that will or may be reclassified to profit or loss, net of tax effect:

Other comprehensive income (expense), net of the tax effect Comprehensive income (expense)

424

Ferrovie dello Stato Italiane Group

STATEMENT OF FINANCIAL POSITION Euros

Notes

31.12.2025

31.12.2024

Property, plant and equipment

32,962,844

2,330,531

Intangible assets

624,175

937,804

Equity investments

38,920,445,298

38,798,167,059

Financial assets (including derivatives)

11,646,851,442

9,042,069,235

Deferred tax assets

3,858,191

49,214,923

Assets Non-current assets

Trade receivables and service contracts

8,984,985

17,969,970

Other assets

1,660,552,596

1,737,763,407

Total

52,274,279,531 49,648,452,928

Current assets Financial assets (including derivatives)

4,680,186,238

7,404,052,488

Cash and cash equivalents

882,677,877

284,180,120

Tax assets

83,492,459

81,698,767

Trade receivables and service contracts

169,791,734

161,575,812

Other assets

1,045,410,288

568,674,659

Total

6,861,558,596

8,500,181,846

Total assets

59,135,838,127

58,148,634,774

Equity and liabilities Equity Share capital

31,062,952,307

Reserves

8,212,992,170

8,212,888,667

Retained earnings

1,346,498,291

915,364,099

Profit for the year

99,846,078

431,134,192

Total

40,722,288,845 40,622,339,264

Liabilities Non-current liabilities Loans and borrowings

11,066,367,875

9,138,013,816

Employee benefits

4,315,501

4,191,305

Provisions for risks and charges

10,516,327

12,109,438

Financial liabilities (including derivatives)

63,701,699

40,741,233

Other liabilities

1,651,747,443

1,729,638,826

12,796,648,844

10,924,694,618

Total Current liabilities Loans and borrowings and current portion of non-current loans and borrowings

3,965,551,902

5,310,643,493

Financial liabilities (including derivatives)

714,409,862

883,848,908

Tax payables

170,923

Trade payables

129,932,235

107,467,504

Other liabilities

807,006,439

299,470,063

Total

5,616,900,438

6,601,600,891

Total Liabilities

18,413,549,282

17,526,295,509

Total equity and liabilities

59,135,838,127

58,148,634,774

Separate Financial Statements at 31 december 2025

425

STATEMENT OF CHANGES IN EQUITY (NOTE 24) Reserves

Balance at 1 January 2024

Share capital

Legal reserve

39,204,173,802

71,368,967

Extraordinary reserve

Sundry reserves

Cash Flow Hedge (89,133)

Allocation of profit for 2023 Comprehensive Profit/(Losses) recognised of which: Profit for the year Profits/Losses recognised directly in equity

1,396

Other changes

(8,141,221,495)

6,141,221,496

2,000,000,000

Balance at 31 December 2024

31,062,952,307

6,212,590,462

2,000,000,000

(87,738)

Balance at 1 January 2025

31,062,952,307

6,212,590,462

2,000,000,000

(87,738)

Allocation of profit for 2024 Comprehensive Profit/(Losses) recognised of which: Profit for the year Profits/Losses recognised directly in equity

86,569

Other changes Balance at 31 December 2025

426

31,062,952,307

Ferrovie dello Stato Italiane Group

6,212,590,462

2,000,000,000

(1,169)

Euros

Reserve for actuarial gains (losses) for employee benefits

Total reserves

Retained earnings

Profit for the year

Total equity

340,788

71,620,621

714,634,985

200,729,114

40,191,158,522

200,729,114

(200,729,114)

431,134,192 45,155

46,550

431,134,192 46,550

8,141,221,495 385,942

8,212,888,667

915,364,099

431,134,192

40,622,339,264

385,942

8,212,888,667

915,364,099

431,134,192

40,622,339,264

431,134,192

(431,134,192)

99,846,078 16,934

103,503

402,876

8,212,992,170

99,846,078 103,503

1,346,498,291

99,846,078

40,722,288,845

Separate Financial Statements at 31 december 2025

427

STATEMENT OF CASH FLOWS Euros

Notes

2025

2024

99,846,078

431,134,192

(5,968,913)

(203,724,185)

11-12

(259,833,960)

(355,113,050)

Profit for the year Income taxes Financial expense Amortisation and depreciation

7,045,586

915,596

10-26

3,749,181

11,218,589

Net losses on sales

(1,718)

Change in trade receivables

769,063

172,614,998

Change in trade payables

22,464,730

(19,439,738)

Change in other assets

(384,728,488)

399,351,402

Change in other liabilities

375,293,247

(394,332,170)

Utilisation of the provisions for risks and charges

(4,038,555)

(11,611,342)

Payment of employee benefits

11,910

(417,977)

Accruals to provisions

Financial income collected/financial expense paid

11-12

196,493,811

443,366,831

Income tax paid, net of tax credits refunded

23-29

143,146,285

68,314,082

194,249,975

542,275,510

Net cash flows generated by (used in) operating activities Increases in property, plant and equipment and investment property

(792,294)

(278,791)

Increases in intangible assets

(155,790)

(48,476)

Increases in equity investments

(233,123,404)

(514,960,000)

(234,071,488)

(515,287,267)

117,625,071

503,480,000

117,625,071

503,480,000

251,667

Investments, before grants Grants for equity investments

Grants Decreases in property, plant and equipment and investment property

Decreases in intangible assets

736,438

Decreases in equity investments

30,121

988,105

(116,416,296)

(10,819,162)

Decreases Net cash flows used in investing activities Disbursement and repayment of non-current loans

1,943,378,356

(403,737,590)

Disbursement and repayment of current loans

(1,373,806,277)

1,667,837,416

Change in lease liabilities

(6,831,070)

(243,735)

Change in financial assets

130,146,710

(2,628,577,524)

Change in financial liabilities

(2,026,672)

(53,485,779)

690,861,046

(1,418,207,212)

Total cash flows

768,694,725

(886,750,864)

Opening cash and cash equivalents

(584,709,064)

302,041,799

Closing cash and cash equivalents

183,985,661

(584,709,064)

of which intraGroup current account

(698,692,216)

(868,889,184)

Net cash flows generated by (used in) financing activities

428

Ferrovie dello Stato Italiane Group

2. NOTES TO THE SEPARATE FINANCIAL STATEMENTS 1. COMPANY BUSINESS Ferrovie dello Stato Italiane SpA (the “Company” or “FS Italiane SpA”) was set up in accordance with Italian law and is based in Italy. Its registered office is in Piazza della Croce Rossa 1, Rome. The directors approved these financial statements on 2 April 2026 and they will be made available to the shareholder for approval and subsequent filing within the terms established by law. The shareholder has the power to make changes to these financial statements. Due to its significant controlling investments and in compliance with IFRS 10 - Consolidated financial statements, the Company prepares consolidated financial statements which show equity and a profit attributable to the owners of the parent of €41,798 million and €30 million, respectively, in 2025. PricewaterhouseCoopers SpA was appointed independent auditor for the 2023-2031 nine-year period. 2. BASIS OF PREPARATION These Separate financial statements at 31 December 2025 have been prepared in accordance with international accounting standards (IFRS issued by the International Accounting Standards Board and adopted by the European Union, IFRS-EU) issued by the International Accounting Standards Board (IASB) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC), endorsed by the European Union pursuant to EC Regulation no. 1606/2002 and in effect at the reporting date (“IFRS”). Specifically, the Company consistently applies the IFRS to all periods presented in these financial statements. Furthermore, these Separate financial statements have been prepared on the basis of the best knowledge of the IFRS and considering best practices in this respect. Any future guidance and interpretations will be applied in future years, as established by the standards over time. The Separate financial statements have been prepared and presented in Euro, which is the Company’s functional currency, i.e. the currency of the primary economic environment in which the Company operates. All amounts included in the tables of the following notes, except as otherwise specified, are expressed in thousands of euros. The financial statements consist of the Statement of Financial Position, the Income Statement, the Statement of Comprehensive Income, the Statement of Changes in Equity, the Statement of Cash Flows, and the related Notes; in detail: • the statement of financial position has been prepared by classifying assets and liabilities as

“current/non-current”, with separate disclosure, if any, of assets/liabilities classified as held for sale or included in a disposal group classified as held for sale; • the income statement has been prepared by classifying costs by nature, indicating the profit (loss) from continuing operations separately from any profit (loss) from discontinued operations; • the statement of comprehensive income includes the profit for the year, as well as any other changes in equity captions, attributable to transactions not put in place with the Company’s shareholders; • the statement of changes in equity shows the profit (loss) for the year separately from any other changes not through profit or loss; • the statement of cash flows has been prepared by presenting cash flows from operating activities using the indirect method. These Separate financial statements have been prepared on a going-concern basis, as the directors established that there are no financial or operational indicators or any other indications of critical issues about the Company’s ability to meet its obligations in the foreseeable future and, specifically, in the next twelve months. A description of how the Company manages financial risks is provided in Note 32 below - Financial risk management. The Separate financial statements have been prepared on the historical cost basis, except for those items which are measured at fair value, as required. Furthermore, “current” refers to the 12 months immediately after the reporting date, while “non-current” refers to periods more than 12 months after the reporting date. These Separate financial statements have been prepared using the same accounting policies applied when drawing up the financial statements at 31 December 2024 except for what is stated in the paragraph on “New standards” reported in the Consolidated financial statements. 3. ACCOUNTING POLICIES The accounting policies are the same as those applied for the preparation of the consolidated financial statements, to which reference should be made, except for the recognition and measurement of investments in subsidiaries, jointly controlled entities and joint ventures, which are recognised at acquisition or incorporation cost. If there is an indication of impairment, the Separate Financial Statements at 31 december 2025

429

recoverability of their carrying amount is checked by comparing the carrying amount and the higher of the investment’s value in use, calculated by discounting forecast cash flows, where possible, and its fair value, less costs to sell. The amount of loss exceeding the carrying amount is recognised in a specific provision under liabilities to the extent that the Company deems necessary to meet legal or constructive obligations to cover the loss and/or restore the share capital required by the law. Should the subsequent performance of the impaired investment improve to the point that the reasons for the impairment losses no longer apply, such losses are reversed within the limits of the impairment recognised in previous years, under “Charges on equity investments”. Other equity investments, other than

subsidiaries, jointly controlled entities and associates not listed in an active market and for which a suitable measurement model would not be reliable, are measured at cost. Dividends from investees are taken to profit or loss in the year they are resolved. New standards Reference should be made to the consolidated financial statements. Use of estimates and judgements Reference should be made to the consolidated financial statements.

4. REVENUE FROM SALES AND SERVICES (€144,688 THOUSAND) (€’000)

2025

2024

Changes

Revenue from contracts with customers

144,476

147,789

(3,313)

Sundry services

144,230

147,565

(3,335)

Sundry sales

246

224

Other revenue from sales and services

212

103

109

Revenue from grants

212

103

109

144,688

147,892

(3,204)

Total

“Revenue from contracts with customers” decreased by €3,313 thousand on 2024, mainly due to a reduction in revenue from “Sundry services” (-€3,335 thousand) resulting from a decrease in revenue from the Metro Riyadh contract (-€1,175 thousand), as a result of lower costs incurred compared to 2024, the year in which there was the resumption of operations, as well as to a decline in revenue from services provided to Group companies under the service agreement (-€2,160 thousand).

430

Ferrovie dello Stato Italiane Group

“Other revenue from sales and services” showed an increase of €109 thousand compared to the previous year, mainly attributable to higher grants received from the European Union for the Europe’s Rail project - a European partnership for research and innovation in the railway sector under the Horizon Europe 2020–2027 programme - for further details, please refer to Note 39 – Information pursuant to Law no. 124/2017.

BREAKDOWN OF REVENUE BY IFRS 15 The table below provides a disaggregation of revenue from contracts with customers by geographical area, type, and timing of recognition: (€’000)

Other services 2025

2024

Italy

50,482

52,621

Non-EU

93,995

95,168

Total revenue from contracts with customers

144,476

147,789

Over time

144,476

147,789

Total revenue from contracts with customers

144,476

147,789

Total other revenue from sales and services

212

103

144,688

147,892

Geographical segment

Moment of recognition

Total revenue from sales and services

CONTRACT ASSETS AND LIABILITIES The table below provides information about contract assets and liabilities: (€’000)

31.12.2025

31.12.2024

Contract assets classified under “Current/non-current trade receivables”

78,265

45,078

Invoices to be issued

12,493

14,930

Contract assets

12,493

14,930

Advances from customers under contracts according to IFRS 15

(14,865)

(27,322)

Contract liabilities

(14,865)

(27,322)

Assets under contracts with customers consist of the Company’s right to consideration for work completed but not yet invoiced at the end of the period with reference to contracts with Group companies and to a residual extent third-party customers. These assets are classified as receivables when the right becomes unconditional. Contract liabilities with customers consist mainly of advances related to the Riyadh Contract (for

the construction and O&M of the Metro in the city of Riyadh), for which revenues will be recognised on an accruals basis in future periods in line with the provisions of IFRS15. The table below shows the significant changes in contract assets and liabilities for the year: (€’000)

Balance at 31 December 2024

Contract assets

Contract liabilities

14,930

(27,322)

Revenue recognised during the year which was included in the opening balance of “contract liabilities” Reclassifications from "contract assets" recognised at the beginning of the year to receivables

12,456 (13,570)

Increases in contract assets due to the provision of services

11,133

Balance at 31 December 2025

12,493

(14,865)

5. OTHER INCOME (€2,478 THOUSAND) The increase of €131 thousand is primarily attributable to higher commissions earned from sureties issued in favour of subsidiaries (+€106 thousand), and higher revenue from company positions held by FS employees (+€26 thousand) at Group companies.

Separate Financial Statements at 31 december 2025

431

6. PERSONNEL EXPENSE (€95,120 THOUSAND) (€’000)

2025

2024

Changes

Wages and salaries

65,351

49,227

16,124

Social security charges

19,205

14,519

4,686

Other expense for employees

(5,150)

(9,158)

4,008

Post-employment benefits

3,916

3,151

765

Accruals and releases

2,415

11,633

(9,218)

85,737

69,372

16,365

Wages and salaries

889

335

554

Social security charges

140

167

(27)

Consultants and freelancers

1,029

502

527

Temporary workers, seconded employees and trainees

2,612

3,100

(488)

Other employee-related costs

5,743

4,523

1,220

Other costs

8,355

7,623

731

Total personnel expense

95,120

77,497

17,623

Employees

“Personnel expense” showed a total increase of €17,623 thousand due to the combined effect of the following factors: • an increase in “Wages and salaries” (+€16,124 thousand), “Social security charges” (+€4,686 thousand), and “Other expense for employee” (+€4,008 thousand), attributable mainly to the average growth in the workforce during the year (+131 FTEs), concentrated primarily in top management positions, as well as to a higher unit cost of labour following the renewal of the collective bargaining agreement and related ancillary benefits; • a decrease in “Accruals and releases” (–€9,218

thousand) due to lower provisions set aside during the year for early retirement incentives and other contractual requirements; for further details, please refer to Note 27 – Provisions for risks and charges. “Consultants and freelancers” showed an increase of €527 thousand due to the rise in the number of collaboration agreements entered into during the year. “Other costs” for personnel showed an increase of €731 thousand, mainly attributable to higher costs of personnel training incurred during the year.

The table below gives a breakdown of the Company’s average number of employees by category: 2025

2024

Changes

Managers

149

120

Junior managers

375

310

Other

268

231

Total

792

661

131

Personnel

7. RAW MATERIALS, CONSUMABLES, SUPPLIES AND GOODS (€28 THOUSAND) The increase in this item (+€19 thousand) is attributable to higher costs incurred for the purchase of consumables.

432

Ferrovie dello Stato Italiane Group

8. SERVICES (€191,563 THOUSAND) The table below shows the related balance: (€’000)

2025 Maintenance, cleaning and other contracted services

2024

Changes

144

(54)

Property services and utilities

2,017

1,969

Administrative and IT services

26,274

23,654

2,620

External communications and advertising expense

28,293

13,198

15,095

Use of third-party assets

1,848

6,365

(4,517)

Other third-party services

92,529

96,821

(4,292)

Professional services - Consultancies

30,062

11,511

18,551

Insurance

5,679

5,179

500

Other services

4,771

5,541

(770)

Sundry costs

133,041

119,052

13,988

Total

191,563

164,383

27,180

The increase in costs for “Services” amounted to €27,180 thousand and resulted, mainly, from the combined effect of the following factors: • an increase in “External communication expense and sundry costs” (+€15,095 thousand), attributable to the improvement in the company’s communication strategy, resulting in an increase in promotional activities, external relations, and institutional initiatives; • an increase in “Sundry costs” (+€13,988 thousand), mainly due to higher costs incurred for “Professional services - Consultancies” (+€18,551 thousand) related to the development of strategic

projects, partially offset by a reduction in “Other third-party services” (-€4,292 thousand), mainly due to lower costs related to the Riyadh contract compared to 2024, when operations had resumed; • lower costs for “Use of third-party assets” (-€4,517 thousand), due to the recognition of certain lease liabilities with subsidiaries in accordance with IFRS 16; • higher costs for “Administrative and IT services” related to the increase in IT services provided during the year (+€3,305 thousand) by FSTechnology, partially offset by lower costs for administrative services received from Ferservizi (-€685 thousand).

9. OTHER OPERATING COSTS (€18,795 THOUSAND) (€’000)

2025

2024

Changes

Other costs

14,363

12,199

2,164

Local taxes and duties

4,432

3,208

1,224

Total

18,795

15,407

3,388

The increase in this item, amounting to €3,388 thousand, is attributable to the combined effect of the following factors: • an increase in “Other costs” (+€2,164 thousand), primarily attributable to higher expenses for national and international membership fees paid by the Holding Company FS (for further details, please refer to Note 39 – Information pursuant to Law no. 124/2017);

• an increase in “Local taxes and duties” (+€1,224 thousand), attributable to higher expenses paid during the period compared to the previous year.

Separate Financial Statements at 31 december 2025

433

10. AMORTISATION AND DEPRECIATION, PROVISIONS AND IMPAIRMENT LOSSES (€7,616 THOUSAND) (€’000)

2025

2024

Changes

Amortisation

172

139

Depreciation

6,873

777

6,097

Impairment losses on property, plant and equipment

298

586

(288)

Adjustments and impairment gains (losses) on financial assets

19,573

(19,517)

Impairment losses on cash and cash equivalents

217

(428)

645

7,616

20,647

(13,030)

Total

The decrease of €13,030 thousand in the item compared to the previous year was due to the combined effect of the following factors: • a decrease in “Adjustments and impairment gains on financial assets” (-€19,517 thousand), mainly attributable to the recognition of a provision for bad debts (-€17,541 thousand) in 2024 to cover the receivable for withholding taxes related to previous years, recognised among tax receivables, and lower adjustments on financial assets recognised in the year in the application of IFRS 9 (-€1,988 thousand); • a reduction in impairment losses on property, plant

and equipment and intangible assets compared to the previous year (-€288 thousand); • an increase in depreciation of property, plant, and equipment (+€6,097 thousand) due to the recognition of new lease agreements, resulting in the recognition of right-of-use assets in accordance with IFRS 16; • an increase in impairment losses on cash and cash equivalents (+€645 thousand) under IFRS 9, primarily due to higher cash balances compared with the previous year, resulting in a corresponding adjustment to the related allowance for impairment.

11. FINANCIAL INCOME (€721,617 THOUSAND) (€’000)

2025

2024

Changes

421,234

423,473

(2,239)

2,041

1,767

274

Other financial income

126,914

250,768

(123,854)

Dividends

165,395

402,231

(236,836)

6,033

10,037

(4,004)

721,617

1,088,276

(366,659)

Financial income from non-current loans and securities Financial income on derivatives

Exchange gains Total

The balance of “Financial income” showed a decrease of €366,659 thousand compared to the previous year, essentially due to: • a reduction in dividends approved by subsidiaries, associates and non-controlling interests totalling €236,836 thousand, mainly due to Trenitalia (-€196,202 thousand), RFI (-€100,000 thousand), FS Engineering (formerly Italferr) (-€6,767 thousand), Ferrovie del Sud Est (-€751 thousand), Sita (-€660 thousand), Ferrovie Nord Milano (-€295 thousand), partially offset by higher dividends received from Sistemi Urbani (+€56,754 thousand), Fercredit (+€5,990 thousand), Ferservizi (+€3,229 thousand), Metro 5 (+€698 thousand), Eurofima (+€689 thousand), FSTechnology (+€475 thousand), and Hit Rail (+€4 thousand); • lower sundry financial income totalling €123,854 thousand, attributable to a reduction of €91,954 thousand in short-term loans granted to Group 434

Ferrovie dello Stato Italiane Group

companies compared with the previous year, a decrease of €18,701 thousand in income from cash investments in the banking system, and a decrease of €13,199 thousand in interest accrued on a fully written-off financial receivable from Ferrovie Sud Est compared to 2024; • a decrease in foreign exchange gains for €4,004 thousand, resulting from the combined effect of lower gains on short- and medium-to-long-term loans, the management of bank accounts, and period-end valuations of trade receivables; • a decrease of €2,239 thousand in financial income from non-current receivables and securities, accrued on receivables from medium- and long-term loans granted to Group companies, attributable to the change in average exposure during the period, driven by the pattern of disbursements and repayments.

12. FINANCIAL EXPENSE (€461,783 THOUSAND) (€’000)

2025 Financial expense on securities Interest on financial liabilities

2024

538

Changes 538

432,825

542,605

(109,780)

Financial expense on employee benefits

149

156

(7)

Financial expense on derivatives

4,519

5,415

(896)

Financial expense on leases

625

614

Impairment of financial assets

1,952

175,404

(173,452)

Exchange loss

21,175

9,572

11,603

461,783

733,163

(271,380)

Total

“Financial expense” showed a decrease of €271,380 thousand, compared with the previous year, mainly attributable to the combined effect of the following changes: • a decrease of €173,452 thousand in “Impairment of financial assets”, mainly attributable to lower impairment of financial receivables compared to those recorded in 2024 for the impairment loss related to Ferrovie del Sud Est, partially offset by the reversal of the value of the investment held in FS International in the amount of €6,830 thousand; • the overall decrease of €109,780 thousand in “Interest on financial liabilities”, in line with what is noted in the paragraph on financial income. The reduction reflects, on one hand, lower charges from borrowing, then allocated to FS Group companies, and, on the other hand, a lower remuneration

on the cash pooling accounts of the other Group companies at FS under applicable cash pooling agreements; • an increase of €11,603 thousand in foreign exchange losses, due to combined effect of losses related to the observations made on loans and bank accounts, and year-end translation of trade items; • an increase in “Financial expense on leases” (+€614 thousand), due to the recognition of new lease agreements with FS Sistemi Urbani and Grandi Stazioni Rail; • an increase in “Financial expense on securities” (+€538 thousand), attributable to the recognition of fair value losses on securities classified as FVPL (Fair Value Through Profit and Loss).

13. CURRENT AND DEFERRED INCOME TAXES (€5,969 THOUSAND) The table below shows the breakdown of income taxes: (€’000)

2025

2024

Changes

IRAP tax

897

(897)

IRES tax

9,422

(9,422)

(171)

171

(342)

Income from the tax consolidation scheme

(57,935)

(175,008)

117,073

Deferred tax assets and liabilities

45,322

(41,793)

87,116

813

2,587

(1,774)

Pillar 2 taxes

Current foreign taxes Adjustments for income taxes relating to previous years

6,002

Total

(5,969)

Income taxes showed a positive net balance of €5,969 thousand, mainly due to “Income from the tax consolidation scheme”. The overall decrease of €197,755 thousand was essentially attributable to the combined effect of the following factors: • a decrease in “Income from the tax consolidation scheme”, stated for €57,935 thousand in 2025 (-€117,073 thousand on 2024), mainly due to lower

6,002 (203,724)

197,755

income taxes transferred by the Group companies; • a decrease of €87,116 thousand in net deferred tax assets and liabilities (see note 17 - Deferred tax assets and deferred tax liabilities); • a decrease of -€10,319 thousand in direct IRES (Corporate Income) and IRAP (Regional Production Activity) taxes, for the determination of which please refer to the following table of reconciliation Separate Financial Statements at 31 december 2025

435

of the actual tax rate, partially offset by income tax adjustments for the 2024 financial year, amounting to +€6,002 thousand; • a decrease in foreign taxes for -€1,774 thousand

related to the Riyadh contract in Saudi Arabia, primarily due to the change in taxable income resulting from the performance of operations during the period.

Reconciliation of the actual tax rate (€’000)

2025 Euro

Euro

Profit for the year

99,846

431,305

Total income taxes

(5,969)

(203,895)

Pre-tax profit

93,877

227,410

IRES theoretical tax (national tax rate)

24.0% (363,570)

(414,558)

Dividends from investees

(159,729)

(387,120)

(5,121)

(11,611)

Other decreases

(198,720)

(15,827)

Higher taxes:

31,430

226,429

Accruals

3,528

13,168

Prior year expense

820

1,698

Sopravvenienze passive

820

1.698

1,366

188,136

456

320

25,260

23,107

(238,263)

39,281

Impairment and non-deductible amortisation and depreciation Non-deductible taxes Other increases Total IRES taxable loss Total current income taxes (IRES tax)

(9,422)

IRAP tax Foreign taxes

(897) (813)

(2,587)

Difference on estimated taxes from previous years

(6,002)

Total deferred taxes

(45,322)

41,793

57,935

175,008

171

(171)

5,969

203,724

Income from the tax consolidation scheme Other TOTAL INCOME TAXES

Ferrovie dello Stato Italiane Group

24.0%

Lower taxes: Utilisation of provisions

436

2024

14. PROPERTY, PLANT AND EQUIPMENT (€32,963 THOUSAND) The opening and closing balances of this caption and changes therein are shown in the table below.

The assets’ estimated useful lives did not change during the year. (€’000)

Historical cost Depreciation and impairment losses

Land and buildings

Industrial and commercial equipment

Other assets

Assets under construction and payments on account

Total

73,128

5,710

496

79,390

(23,083)

(56)

(3,338)

(26,477)

(14)

Grants Balance at 1.1.2024

50,045

2,358

Investments Placement in service Depreciation Disposals and divestments

646

496

52,899

279

(646)

(15)

(631)

(646)

(49,839)

(252)

(50,091)

Other reclassifications

(5)

(105)

(110)

Total changes

(49,854)

(241)

Historical cost

373

6,025

Depreciation and impairment losses

(182)

(56)

(3,894)

(4,132)

(14)

Grants Balance at 31.12.2024 Investments

191

36,902

Placement in service Depreciation

2,117 751

(6,208)

Disposals and divestments

(473) (50,568) 23

6,477

2,331

792

37,694

(751)

(665)

(6,873)

(1)

Other changes

(187)

Total changes

30,506

30,632

Historical cost

36,902

6,754

43,776

Depreciation and impairment losses

(6,205)

(56)

(4,538)

(10,799)

(14)

Grants Balance at 31.12.2025

30,697

The total change in property, plant and equipment, amounting to €30,632 thousand, was primarily attributable to the recognition of new leases in accordance with IFRS 16. These also include the lease agreement for the property at Villa Patrizi, the Company’s registered office, entered into with the

2,202

32,963

subsidiary FS Sistemi Urbani. The recognition of the related right-of-use assets resulted in a significant increase in the “Land and buildings” line item, reflecting the inclusion of the properties covered by the lease agreements in the financial statements.

Separate Financial Statements at 31 december 2025

437

15. RIGHT-OF-USE ASSETS (€30,697 THOUSAND) The table below shows the changes in right-of-use assets during 2025: (€’000)

Buildings Historical cost

373

Depreciation and impairment losses

(182)

Balance at 31.12.2024

191

Investments (new leases)

36,902

Depreciation

(6,208)

Other reclassifications Total changes

(187) 30,506

Historical cost

36,902

Depreciation and impairment losses

(6,205)

Balance at 31.12.2025

30,697

Right-of-use assets as at 31 December 2025, amounting to €30,697 thousand, showed an increase of €30,506 thousand compared to the previous period (€191 thousand in 2024). The change was primarily attributable to the execution of new contracts (€36,902 thousand),

and the amortisation of the related right-of-use assets (€6,208 thousand), as well as to remeasurement and contract termination (€187 thousand). Lease liabilities and the related changes of the year are shown below: (€’000)

Changes in lease liabilities

2025

Lease liabilities at 1 January

191

Recognition of new right-of-use assets Recognition of financial expense Payments Oher reclassifications Lease liabilities at 31 December

Lease liabilities at 31 December 2025, amounting to €30,697 thousand, showed an increase of €30,506 thousand compared to the previous period. The change was attributable to the execution of new contracts (€36,902 thousand), the recognition of financial expense for the period (€625 thousand), and

36,902 625 (6,831) (191) 30,697

payments made during 2025 (€6,831 thousand). Other changes, amounting to €191 thousand, relate to the aforementioned remeasurement of existing contracts, and early contract termination. The following table shows the impacts on profit or loss: (€’000)

438

Impacts on profit or loss

2025

Depreciation of right-of-use assets

6,208

Interest expense on lease liabilities

625

Costs relating to short-term low-value leases

179

Total impacts on profit or loss

7,012

Ferrovie dello Stato Italiane Group

16. INTANGIBLE ASSETS (€624 THOUSAND) This caption exclusively comprises costs incurred for software creation and development related mainly to the Group’s IT systems.

Opening and closing balances are shown in the table below. (€’000)

Concessions, licences, trademarks and similar rights

Assets under development and payments on account

Total

Historical cost

1,941

638

2,579

Amortisation and impairment losses

(1,401)

Balance at 1.1.2024

(1,401)

540

Investments

638

1,177

635

(687)

Placement in service

687

Amortisation

(139)

Disposals and divestments

(150)

(586)

(736)

Total changes

398

(638)

(240)

Historical cost

2,034

Amortisation and impairment losses

(1,096)

Balance at 31.12.2024

(139)

2,034 (1,096)

938

Investments

938

156

(156)

Placement in service

156

Amortisation

(172)

Disposals and divestments

(297)

Total changes

(314)

Historical cost

1,893

Amortisation and impairment losses

(1,269)

Balance at 31.12.2025

624

The caption showed a decrease of €314 thousand, which derived from investments made in the period, mainly for the acquisition and development of Group

(314)

624

IT applications in the commercial, administrative, management and cyber security fields, net of amortisation and disposals.

17. DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES (€3,858 THOUSAND) The table below shows deferred tax assets and deferred tax liabilities at 31 December 2025 and changes of the year due to the main temporary differences between carrying amounts and the related tax amounts. (€’000)

31.12.2024

Incr.(decr.) through profit or loss

3,581

(471)

Other changes

31.12.2025

Deferred tax assets Provision for risks Post-employment benefits

3,110

Other

48,643

(44,851)

(27)

3,764

Total deferred tax assets

52,226

(45,322)

(27)

6,876

3,018

Deferred tax liabilities Provision for deferred tax liabilities Other

3,011

Total provision for deferred tax liabilities

3,011

3,018

Net deferred tax assets

49,215

(45,322)

(34)

3,858

Separate Financial Statements at 31 december 2025

439

This caption mainly relates to the deferred deductibility applied to provisions for risks and charges and the effects of IFRS 9 FTA. During the 2025 fiscal year, these captions recorded a net decrease of €45,322 thousand. The change was primarily attributable to the uses and releases of provisions for risks and charges, as well as to the tax recognition of the provision for bad debts from Ferrovie del Sud Est, which is classified as a fully deductible bad

debt loss pursuant to current regulations. Temporary differences arising from dividends recognised in the financial statements but not yet collected also contributed to the reduction in the balance. Other changes, totalling -€34 thousand, were mainly attributable to changes in “Cash Flow Hedge reserves” and “Reserves for actuarial gains on employee benefits”, resulting from the periodic update of actuarial valuations and the related equity reserves according to IAS 19.

18. EQUITY INVESTMENTS (€38,920,445 THOUSAND) The tables below show the opening and closing balances of equity investments, broken down by category, and changes therein in 2025 and 2024. (€’000)

Carrying amount 31.12.2025 Carrying amount 31.12.2024 Cumulative loss allowance Investments in: Subsidiaries

38,755,855

38,633,677

Associates

53,369

Joint arrangements

95,120

Other companies

16,101

16,001

38,920,445

38,798,167

Total

440

Ferrovie dello Stato Italiane Group

320,170

The table below shows the changes in the caption that were recorded in 2025. (€’000)

Changes of the year Carrying amount 31.12.2024

Acquisitions/ subscriptions

Disposals/ repayments

Impairment losses/ gains

Reclassifications

Other changes

Carrying amount 31.12.2025

Cumulative loss allowance 118,000

Investments in subsidiaries Anas SpA

2,745,741

Fercredit SpA

31,413

Ferservizi SpA

8,378

FS Logistix SpA

516,321

FS Sistemi Urbani Srl

11,916

1,170,416

11,916

(11,916)

Italcertifer SpA

738

FS Engineering SpA Trenitalia SpA

626,719

1,158,500

Grandi Stazioni Immobiliare SpA

RFI SpA

110,398

738

8,047

(8,047)

32,463,899

8,047

32,471,947

1,607,137

48,226

1,655,363

48,226

(48,226)

Busitalia - Sita nord Srl Tav Srl

(50)

FSTechnology SpA

27,578

FS Italian Railways USA Inc

3,034

FS Saudi Arabia for Land Transport LLC

2,199

FS International SpA

202,170

6,830

FS Security SpA

500

FS Energy SpA

5,000

38,633,677

115,398

6,830 500 5,000

(50)

6,830

38,755,855

320,170

Investments in associates Metro 5 SpA

30,308

Ferrovie Nord Milano SpA

23,061

53,369

(117,625)

95,120

Investments in joint arrangements T.E.L.T. Sas

95,120

117,625

Sita SpA*

95,120

117,625

(117,625)

95,120

Other companies BCC Bureau Central de Clearing Eurofima SA Hit Rail BV Isfort SpA

14,583

Treccani SpA

1,000

Italiacamp Srl

ROAD - Rome Advanced District Road

200

Consorzio Sagitta

30 16,001

100

Total investments

38,798,167

233,123

(50)

6.830

100

300 30 16,101

(117.625) 38.920.445

320.170

(*) On 30 December 2024 the Extraordinary Shareholders’ Meeting of Sita revoked the state of liquidation, which will become effective on 18 March 2025.

Separate Financial Statements at 31 december 2025

441

Below are the changes that occurred in 2025: FS Logistix (formerly Mercitalia Logistic) – during 2025 FS SpA subscribed to and paid the fifth and sixth tranches of the capital increase approved for FS Logistix, totalling €110,398 thousand. Following these payments made by the Sole Shareholder, FS Logistix’s subscribed share capital amounts to €495,693 thousand; for further details, please refer to Note 34 – Other information. FS Sistemi Urbani – following the merger of Grandi Stazioni Immobiliari by incorporation into FS Sistemi Urbani, finalised by deed dated 16 June 2025, and with statutory, accounting, and tax purposes as from 1 July 2025, the carrying amount of the previously held equity investment in Grandi Stazioni Immobiliari was charged as an increase in the value of the equity investment held in FS Sistemi Urbani. Trenitalia – the increase in the equity investment was attributable to the capital increase of Trenitalia, subscribed through a contribution in kind of the investment held in Busitalia Sita Nord, for an amount of €48,226 thousand, corresponding to 100% of the share capital of Busitalia Sita Nord. RFI – the increase in the equity investment was attributable to the capital increase of RFI, subscribed through the contribution in kind of the investment held in FS Engineering, for an amount of €8,047 thousand, corresponding to 100% of FS Engineering’s share capital. TAV - the decrease in the value of the equity investment was attributable to the company’s removal from the Register of Companies on 24 January 2025, following the approval by TAV’s Shareholders’ Meeting of the final liquidation balance sheet and the distribution plan on 20 December 2024.

442

Ferrovie dello Stato Italiane Group

FS Energy – the recognition of the equity investment against the payment made for the incorporation of FS Energy, with Sole Shareholder FS, which took place on 17 July 2025. The subsidiary aims to establish an energy procurement model and lead the development of energy-related activities on behalf of all Group companies. TELT – the equity investment recorded an increase of €117,625 thousand, which was entirely offset by the increase in the grants related to assets received from the MIT for financial investments as per expenditure chapter 7532, with reference to the Government Programme Contract 2021-2029 for the financing, design and construction of the new Turin-Lyon railway line. ENI Road – there was an increase in the equity investment attributable to the payment (+€100 thousand) for the payment of FS’s annual fees as a co-founding partner in Eni SpA’s “Road” project aimed at creating a technology district of public-private entities to foster the development of innovative energy transition projects. FS International - on 23 October 2025, the deed was signed for the partial demerger of Trenitalia in favour of FS International, which provided for the transfer of the “international business unit”, comprising primarily the foreign equity investments held in ILSA, Trenitalia France, FS Group Advisory Limited, Qbuzz/QMS, Netinera and Hellenic Train, to the latter. As at 31 December 2025, the Company conducted an impairment test to verify the recoverability of the investment in FS International, which had been written down in previous years following impairment tests. The analysis revealed that the indicators of permanent impairment loss reported in previous financial years no longer existed, given the improvement in the investee’s earnings and financial outlook. As a result of the above, there was the fully reversal of the value of the investment for an amount of €6,830 thousand.

Changes in 2024. (€’000)

Changes for the period Carrying amount 31.12.2023

Acquisitions/ subscriptions

Disposals/ repayments

Impairment losses/ gains

Reclassifications

Other changes

Carrying amount 31.12.2024

Cumulative loss allowance 118,000

Investments in subsidiaries 2,745,741

2,745,741

Fercredit SpA

Anas SpA

31,413

Ferservizi SpA

8,378

FS Logistix SpA

516,321

Nuova Sistemi Urbani SpA FS Sistemi Urbani Srl

Grandi Stazioni Immobiliare SpA

616

Italcertifer SpA

738

FS Engineering SpA RFI SpA Trenitalia SpA Busitalia - Sita nord Srl

624,407

534,094

(624,407)

624,407

1,158,500

11,300

11,916 738

8,047

32,463,899

1,607,137

48,226

Tav Srl in liquidation

FSTechnology SpA

27,578

Ferrovie del Sud Est e Servizi Automobilistici - FSE Srl

60,084

FS Italian Railways USA Inc

3,034

FS Saudi Arabia for Land Transport LLC

2,199

FS International SpA FS Security SpA

(50)

37,148

50 27,578

13,216

(73,300)

500

38,058,055

202,170

635,757

13,166

(73,300)

- 38,633,677

6,830 364,147

Investments in associates Metro 5 SpA

30,308

Ferrovie Nord Milano SpA

23,061

53,369

(503,480)

95,120

(503,480)

95,120

Investments in joint arrangements T.E.L.T. Sas

95,120

503,480

95,120

503,480

Other companies BCC Bureau Central de Clearing Eurofima SA

14,583

Hit Rail BV

Isfort SpA

Treccani SpA

1,000

Italiacamp Srl

ROAD - Rome Advanced District Road

100

Sita SpA in liquidation

Consorzio Sagitta

15,871

130

Total

100

200 -

38,222,414 1,139,367

30 -

13,166

(73,300)

(503,480)

16,001

38,798,167

364,147

Separate Financial Statements at 31 december 2025

443

The table below provides a list of investments in subsidiaries, associates and joint arrangements, and a

comparison of carrying amounts with the corresponding share of equity. (€’000)

Changes for the period HQ

Share/ quota capital

Profit (loss) for the period

Equity at 31.12.2025

% of investment

Share of equity (a)

Carrying amount at 31.12.2025 (b)

Anas SpA

Rome

2,269,892

(28,842)

Fercredit SpA

Rome

32,500

11,312

2,161,527

100.00%

2,161,527

2,745,741

584,214

98,806

100.00%

98,806

31,413

(67,393)

Difference (b) - (a)

Investments in subsidiaries

Ferservizi SpA

Rome

8,170

8,950

38,662

100.00%

38,662

8,378

(30,284)

FS Logistix SpA

Rome

495,693

(10,040)

417,681

100.00%

417,681

626,719

209,038

FS Sistemi Urbani Srl

Rome

532,784

27,416

1,279,109

100.00%

1,279,109

1,170,416

(108,693)

Florence

480

742

18,415

55.66%

Italcertifer SpA RFI SpA Trenitalia SpA FSTechnology SpA FS Italian Railways USA Inc (*) FS Saudi Arabia for Land Transport LLC FS International SpA

Rome 31,536,472

117,603 34,043,589

10,250

737

(9,512)

100.00% 34,043,589

32,471,947

(1,571,642)

Rome

1,655,364

87,506

3,028,582

100.00%

3,028,582

1,655,364

(1,373,219)

Rome San Francisco

27,578

379

41,133

100.00%

41,133

27,578

(13,555)

3,001

(52)

3,185

100.00%

3,185

3,034

(152)

Riyadh

2,276

990

3,818

100.00%

3,818

2,199

(1,618)

Rome

2,740

(9,444)

178,564

100.00%

178,564

6,830

(171,734)

FS Security SpA

Rome

500

2,329

9,924

100.00%

9,924

500

(9,424)

FS Energy SpA

Rome

5,000

(101)

4,899

100.00%

Total

4,899

5,000

101

41,319,730

38,755,855

(2,563,874)

84,945

30,308

(54,637)

Investments in associates Metro 5 SpA

Milan

53,300

20,867

231,457

36.70%

Ferrovie Nord Milano SpA (*)

Milan

230,000

(376)

406,988

14.74%

Total

59,990

23,061

(36,929)

144,935

53,369

(91,566)

2,024,677

95,121

(1,929,557)

Investments in joint arrangements T.E.L.T. Sas (**) Sita SpA

Le Bourget du Lac Rome

1,000

4,049,355

50.00%

200

2,630

55.00%

Total TOTAL INVESTMENTS

1,447

(1,447)

2,026,124

95,121

(1,931,004)

43,490,788 38,904,345 (4,586,444)

(*) Figures are drawn from the 2024 financial statements, which are the most recent accounts available on the date of preparation of these notes. (**) Reclassification of the governments grants related to assets disbursed to the former parent RFI SpA up to 2006 and reclassified in accordance with the Group’s accounting policies (as per IAS 20.27). These grants are used to finance the studies and preliminary works for the construction of the international section of the Turin-Lyon railway line. They are not presented in equity in accordance with French GAAP.

As of the reporting date, the Directors assessed whether there was evidence of any impairment losses/reversal of impairment on all equity investments. Where there was evidence of any impairment loss, the recoverable value of these equity investments was tested by comparing their carrying value and their value in use, which was determined in accordance with methodologies

appropriate to each case and circumstance. The table below shows the methodology and discount rates used for impairment testing purposes, following the identification of any evidence of impairment losses, that is, with book values higher than the corresponding shares of equity, or reversals of previous write-downs:

(€’000)

CGU

Carrying amount at 31.12.2025

Discount rate (WACC)

Growth Rate

2,745,741

4.15%

626,719

5.85%

1.90%

6,830

5.40%

1.90%

Anas SpA FS Logistix SpA FS International SpA

444

Ferrovie dello Stato Italiane Group

The following information is provided for these companies: • for Anas, the Directors considered it appropriate to verify the recoverability of the investment’s carrying amount by means of an impairment test, which was prepared based on the cash flows of the economic and financial plan 2026-2052 approved by Anas’ Board of Directors on 5 March 2026. The new plan, which currently is the best estimate of the projected results of operations, financial position and cash flows for the coming financial periods, takes into account the implementation of the 2021–2025 Programme Contract and the changed legal and regulatory framework. Specifically, the value configuration used to determine the recoverable value of the cash-generating unit is the “value in use,” calculated, in this case, using cash flow projections based on the Plan’s financial forecasts, considered for an explicit period up to 2052, assuming the adjustment to the Concession term until that date, currently expiring on 31 December 2032, based on the regulatory developments previously described in paragraph 24 - Intangible assets of the Consolidated Financial Statements to which reference should be made. For the purpose of determining recoverable value, an estimate of the discounted residual value (terminal value) was also included, based on the assumption that it is equal to the Regulatory Net Invested Capital at the end of the Concession term; The flows under the plan are based on the following assumptions: a) the values of investments up to 2034 were determined by taking into account the investments that are currently being made and the overall project portfolio of the Government Programme Contract 2021-2025; b) the values of investments in subsequent years were estimated by taking into account a slight reduction, with growth only due to the price adjustment provided for in the economic frameworks; c) any costs related to investments are estimated with the same assumptions as above; and d) the other cost items, for the fiveyear period 2026–2030, reflect the planning carried out by the relevant departments and functions while, as from 2031, they are expected to increase at a rate equal to inflation, excluding the component related to the cost of electricity, for which a specific analysis has been conducted. The expected cash flows from the CGU were discounted based on a discount rate (“WACC”) of 4.15%, which was deemed adequate to discount these cash flows. The impairment test showed no impairment losses on the investment to be reflected in the financial statements at 31 December 2025. In taking into account the key assumptions above, the sensitivity analysis with respect to the discount rate

(WACC +/-0.25%), all other things being equal, would not result in the recognition of an impairment loss. It should be noted that the break-even WACC is 6.7%. Should any and future developments lead to different considerations and results than expected, the carrying amount of the investment could be reduced based on the cash flows reported under an EFP reworked accordingly. It should be noted that the above assessments took into account the impacts of climate change, even though these impacts are minimal at present; • for FS Logistix, an impairment test was conducted on the book value of the investment, whose cash flows were determined based on the best information available at the time of the estimate and inferable from the Industrial Plan approved by the company’s Board of Directors. Specifically, the value in use was estimated by using the Discounted Cash Flow method, based on a formula that discounts the analytically projected cash flows over the forecast period, and determines, where possible, by analysing individual business units, a terminal value beyond that time horizon. The weighted average cost of capital (WACC) was 5.85% at 31 December 2025. The impairment test yielded a negative result, and therefore no impairment charge was recognised in the financial statements. The sensitivity analysis with respect to the discount rate and the growth rate (+/- 0.25 basis points) did not reveal any significant effect on the results of the valuations performed; • for FS International, following the extraordinary transaction involving the transfer of foreign subsidiaries from Trenitalia to FS International, the Directors deemed it appropriate to assess the recoverability of the carrying amount of the investment, whose cash flows were determined based on the best information available at the time of the estimate, and inferable from the Industrial Plan approved by the company’s Board of Directors. Specifically, the value in use was estimated by applying the Discounted Cash Flow method, by means of the formula that considers the discounting of analytically expected flows over the horizon of the duration of the forecast plans and the determination, where possible by analysing individual businesses, of a terminal value after that time horizon. The average cost of invested capital (WACC) at 31 December 2025 was 5.40% The impairment test yielded a negative result, and therefore there was the reversal of the investment for an amount equal to the value of the provision previously recognised for it (€6,830 thousand). Sensitivity analysis with respect to the discount rate and growth rate (+/- 0.25 basis points) showed no significant effects on the results of the evaluations performed. Separate Financial Statements at 31 december 2025

445

With regard to FS Energy, the carrying amount of the investment exceeds the corresponding share of the investee’s equity as at the balance sheet date, primarily due to the loss recorded in the company’s first year of operations, following its incorporation during the year. After taking into account the early stage of the investee’s business development and its economic and financial prospects, no evidence of impairment was reported as at

the balance sheet date pursuant to IAS 36 – Impairment of Assets; therefore, it was not deemed necessary to perform any impairment test on the investee. The table below summarises the main statement of financial position and income statement captions of associates and joint arrangements. (€’000)

Investments in associates and joint arrangements 31.12.2025

% of investment

Current Non-curassets rent assets

Total assets

Current Non-curliabili- rent liaties bilities

Total liabilities

Revenue

Costs

Profit (loss)

Investment in associates FNM SpA (*)

14.74%

469,779

1,226,729 1,696,508

602,049

687,471

1,289,520 115,804 116,181

(376)

Metro 5 SpA

36.70%

133,428

566,833

700,261

98,456

370,149

468,605

4,976,522

5,486,519

479,325 5,006,327

82,179

61,109

21,070

5,485,652 16,637

16,637

739

133

Investment in joint arrangements T.E.L.T. Sas

50.00%

509,997

Sita SpA

55.00%

3,370

113

626

207

(*) These figures are drawn from the 2024 financial statements, which are the most recent accounts available as at the date of preparation of these notes.

(€’000)

Investments in associates and joint arrangements 31.12.2024

% of investment

Current Non-curassets rent assets

Total assets

Current Non-curliabili- rent liaties bilities

Total liabilities

Revenue

Costs

Profit (loss)

Investment in associates FNM SpA (*)

14.74%

336,927

1,108,324 1,445,250

355,420

672,485

1,027,905 119,965 105,728

14,237

Metro 5 SpA (**)

36.70%

122,585

581,235

703,820

90,525

394,784

485,308 84,256 64,376

19,880

4,148,268 4,790,443

606,474

4,183,101

4,789,576 (12,560) (12,560)

Investment in joint arrangements T.E.L.T. Sas (**)

50.00%

642,175

(*) These figures are drawn from the 2023 financial statements, which are the most recent accounts available as at the date of preparation of these notes. (**) In the current financial year, data were classified differently, and data from the previous year were also reclassified for the purpose of better comparability.

446

Ferrovie dello Stato Italiane Group

19. NON-CURRENT AND CURRENT FINANCIAL ASSETS - INCLUDING DERIVATIVES (€16,327,037 THOUSAND) The table below gives a breakdown of this caption at the end of the two financial years under comparison. (€’000)

Carrying amount 31.12.2025

Hedging derivatives Securities and financing Loans Other loans Total

31.12.2024

Noncurrent

Current

Total

613

162

775

11,614,353

1,486,918

31,885 11,646,851

Noncurrent

Changes

Current

Total

Noncurrent

367

613

(205)

408

13,101,271 9,008,865

1,851,123 10,859,988 2,605,488

(364,205)

2,241,283

3,189,537

5,544,344

(2,354,807) (2,354,807)

3,569

35,454

8,218

41,422

33,204

4,680,186 16,327,037 9,042,069

Financial assets showed a total decrease of €119,084 thousand overall in 2025. Securities and financing at 31 December 2025 refer to the loans granted to Group companies, mainly to the subsidiaries RFI and Trenitalia for a total of €10,718,486 thousand, including €5,836,885 thousand in connection with the Euro Medium Term Notes Programme, €2,350,400 thousand in connection with the Eurofima programme, and €2,531,201 thousand relating to additional loans granted to the aforesaid companies. The balance is net of the loss allowance of €8,718 thousand. During the year, the Company granted medium-/longterm loans totalling €3,882,682 thousand mainly to Trenitalia, RFI, FS International, TX Logistik, FSTechnology and FS Logistix. The increase recorded was attributable to the reduction in short-term funding provided to Group companies, which occurred following their assumption of new long-term loans. These increases are offset by the repayments made by Group companies during the year for an overall total of €1,664,847 thousand, mainly attributable to RFI, Trenitalia, Qbuzz, TX Logistik, and Bus Italia Sita Nord Treni Turistici Italiani. The decrease of €2,354,807 thousand in receivables for “Current loans” during the year was essentially due to the lower short-term borrowing granted to the Group companies in consideration of the assumption of long-term loans for a total amount of €2,192,777 thousand, and to a decrease in receivables for interest accrued and not paid for an amount of €12,644 thousand. This item also included receipts in-transit related to the

(1,319)

Current

Total

(4,649)

(5,968)

7,404,052 16,446,121 2,604,782 (2,723,866)

(119,084)

Central State Treasury Account in the amount of €149,386 thousand at 31 December 2024. The item also included the loan granted to Ferrovie del Sud Est in the amount of €199,520 thousand, as increased by interest for the period accrued for €9,746 thousand. The total receivable was written down in full following the assessment of recoverability according to IFRS 9. In accordance with Article 2467 of the Italian Civil Code, loans granted whose repayment is subordinated to the satisfaction of other creditors amount to a total €281,471 thousand. The decrease in “Other loans”, amounting to €5,968 thousand, was primarily attributable to the change in receivables from credit institutions. This item includes prepaid expenses related to up-front fees paid to secure committed credit lines, which are recognised and amortised over the term of the contracts by using the amortised cost method. As at 31 December 2025, this item included restricted receipts deposited in the Central State Treasury Account for an amount of €29,240 thousand. These amounts were already present as at 31 December 2024 and had been previously classified as cash and cash equivalents. To ensure a more appropriate accounting recognition, the related balance has been reclassified as non-current financial assets. The comparative figures for the previous year have been restated accordingly. For more information regarding the most significant financial transactions during the year, please refer to the paragraph on “Main events” of the Directors’ Report.

Separate Financial Statements at 31 december 2025

447

20. OTHER NON-CURRENT AND CURRENT ASSETS (€2,705,963 THOUSAND) (€’000)

31.12.2025 Noncurrent Other assets from Group companies VAT assets MIT

Noncurrent

Changes

Current

Total

471,628

471,628 5,504

5,504

555,446

2,197,538

1,718,541

71,836 1,790,376

5,504 1,642,092

31.12.2024

Other government authorities Sundry assets and prepayments and accrued 14,774 14,774 29,548 14,847 income Tax consolidation recei4,076 4,076 vables Total 1,662,370 1,045,924 2,708,294 1,738,891 Loss allowance (1,817) (514) (2,331) (1,128) Total Other assets 1,660,553 1,045,410 2,705,963 1,737,763

The caption recorded a total increase of €399,305 thousand due to the following changes: • an increase of €23,373 thousand in “Other assets from Group companies”, mainly due to the combined effect of an increase in receivables from subsidiaries for dividends (+€52,091 thousand), and higher Group VAT credits (+€523 thousand), offset by a reduction in receivables for amounts collected by the Group (-€29,241 thousand); • an increase in receivables from the MIT under expenditure chapter 7532 relating to the construction of the Turin–Lyon railway line, linked to the recognition of an additional multi-year commitment of €524,787 thousand, net of receipts received during the year for a total of €117,625 thousand, and

Current

Total

448,255

Noncurrent

Current

Total

23,373

483,610

407,162

(14)

6,152

6,079

(37,296)

(76,522)

475,826

399,305

(2,551)

(689)

909

220

568,675 2,306,438

(77,211)

476,735

399,525

8,622

23,469

41,372

570,098 2,308,989 (1,423)

(76,449)

(73)

transferred to TELT. The transfer of grants from MIT to TELT Sas is already described in Note 20 - Equity investments; • an increase of €6,079 thousand in “Sundry assets and prepayments and accrued income”, mainly attributable to the recognition of guarantee deposits paid in connection with investment transactions; • a decrease of €37,296 thousand in “Tax consolidation receivables” due to lower taxes received from Group companies: for more details, please refer to Note 13 – Current and deferred income taxes; • a decrease of €220 thousand in “Loss allowance” compared to the previous period, which reflects the adjustment to the impairment of other assets following the application of IFRS 9.

The table below shows other assets broken down by geographical segment: (€’000)

31.12.2025

31.12.2024

Changes

2,688,352

2,294,417

393,935

Eurozone countries

715

325

390

United Kingdom

(4)

Other non-EU European countries

(1)

United States

(30)

19,149

14,135

5,014

2,708,294

2,308,989

399,305

Italy

Other countries Total

448

Ferrovie dello Stato Italiane Group

21. NON-CURRENT AND CURRENT TRADE RECEIVABLES (€178,777 THOUSAND) (€’000)

31.12.2025 Non correnti Ordinary customers

31.12.2024

Correnti

Totale

64,069 2,866

Non correnti

Changes

Correnti

Totale

64,069

13,671

2,866

2,841

Non correnti

Correnti

Totale

13,671

50,398

2,841

Government authorities and other public authorities Group companies

8,985

108,886

117,871

17,970

150,842

168,812

(8,985)

(41,956)

(50,941)

Total

8,985

175,821

184,806

17,970

167,355

185,324

(8,985)

8,467

(518)

(6,030)

(5,779)

(251)

169,792

178,777

161,576

179,546

8,216

(769)

Loss allowance Total trade receivables

8,985

The caption recorded a decrease of €518 thousand in 2025, mainly due to higher amounts collected and received from Group companies for intercompany transactions (-€50,941 thousand), which were offset by the increase in receivables from ordinary customers (+€50,398 thousand), relating primarily to the Riyadh Metro contract. The nature of receivables from related parties is detailed

17,970

(8,985)

in Note 37 – Related Party Transactions. “Loss allowance” showed a total decrease of €251 thousand compared to the previous period; the change was primarily due to the adjustment to the write-down of trade receivables resulting from the application of IFRS 9. The maximum exposure to credit risk, broken down by geographical segment, is as follows: (€’000)

31.12.2025

31.12.2024

Changes

125,306

176,010

(50,704)

Eurozone countries

1,161

1,523

(362)

United Kingdom

(49)

(24)

Other countries

58,326

7,705

50,621

Total

184,806

185,324

(518)

Italy

Other non-EU European countries

22. CASH AND CASH EQUIVALENTS (€882,678 THOUSAND) (€’000)

Bank and postal accounts Cash and cash on hand Central State Treasury Account Total Loss allowance Total net of the loss allowance

The increase in the item at 31 December 2025 amounted to €598,498 thousand and was mainly attributable to higher bank and postal accounts for €599,318 thousand, resulting from the funding raised during the financial year, partially offset by a reduction of €610 thousand in cash held in the Central State Treasury Account. During the financial year, a portion of cash and cash

31.12.2025

31.12.2024

Changes

863,273

263,955

599,318

19,732

20,342

(610)

883,037

284,322

598,716

(359)

(142)

(217)

882,678

284,180

598,498

equivalents, amounting to €29,240 thousand, previously classified under the Central State Treasury Account, was reclassified as non-current financial assets, as it was restricted. To ensure consistency in the presentation comparative figures, the same reclassification was also applied to the balances for financial year 2024. For more details on the change in the balance, please refer to the cash flow statement.

Separate Financial Statements at 31 december 2025

449

23. TAX ASSETS (€83,492 THOUSAND) Tax assets amounted to €83,492 thousand in 2025, up by €1,793 thousand on the balance at 31 December

2024, mainly refer to IRES tax credits arising from tax consolidation and Group withholding taxes.

24. EQUITY (€40,722,289 THOUSAND) Changes in the main equity captions in 2025 are shown in the statement of changes in equity. Share capital FS Italiane’s share capital at 31 December 2025 was entirely subscribed and paid up and consisted of 31,062,952,307 ordinary shares with a nominal amount of €1 each, for a total of €31,062,952,307. Legal reserve This reserve amounted to €6,212,590 thousand at 31 December 2025, showing no changes during the year; the reserve reaches the threshold envisaged in Article 2430 of the Italian Civil Code. Other reserves As at 31 December 2025, other reserves, which are fully available and were set aside in 2024, amounted to €2,000,000 thousand and remained unchanged during the year.

Valuation reserves They include the effects of actuarial gains and losses on post-employment benefits (TFR), the Free Travel Card (CLC) and the Fair Value change on Derivatives. As at 31 December 2025 the reserve, net of tax effect, amounted to a total of €402 thousand. Retained earnings This caption of €1,346,498 thousand refers to the allocation of part of the 2024 profit and prior year profits. Profit for the year The year 2025 ended with a profit of €99,846 thousand. The origin, availability and distributability of equity captions are shown below.

(€’000)

Balance at 31.12.2025 (a+b) Unavailable portion (a) Available portion (b) Share capital

31,062,952

Legal reserve

6,212,590

Other reserves

2,000,000

B 2,000,000

A, B, C

Cash Flow Hedge reserve

(1)

Reserve for actuarial gains (losses) for employee benefits

403

A, B

1,346,498

A,B,C

Retained earnings Total Key: A: capital increase B: coverage of losses C: dividends

450

Possibility of use

Ferrovie dello Stato Italiane Group

40,622,443

A, B

37,275,543

3,346,901

25. NON-CURRENT AND CURRENT LOANS AND BORROWINGS (€15,031,920 THOUSAND) Details on the amounts and terms and conditions of the Company’s loans measured at amortised cost are as follows: (€’000)

Carrying amount Non-current loans and borrowings, net of the current portion

31.12.2025

31.12.2024

Changes

Bonds

7,742,361

7,720,998

21,363

Bank loans and borrowings

3,324,007

1,417,016

1,906,991

Total

11,066,368

9,138,014

1,928,354 (€’000)

Carrying amount Loans and borrowings and current portion of non-current loans and borrowings

31.12.2025

31.12.2024

Changes

Bonds (current portion)

1,276,262

1,597,360

(321,098)

Bank loans and borrowings (current portion)

2,689,290

3,713,275

(1,023,985)

(8)

Loans and borrowings from Group companies (current portion) Total

3,965,552

5,310,643 (1,345,091)

Total Loans and borrowings

15,031,920

14,448,657

In 2025, the amount of “Bonds” (both current and noncurrent portions) decreased by €299,735 thousand due to the repayments made in the total amount of €1,498,817 thousand, and reduced interest expense on bonds in the amount of €1,999 thousand. These decreases were offset by the subscription of two new bonds under the EMTN (Euro Medium Term Notes) Programme, and the Eurofima Programme, in the amount of €1,200,000 thousand. It should be noted that the caption increased as a result of the periodic valuation of the Fair Value Hedge derivative, which generated a differential of €1,342 thousand in the period. For more information regarding the most significant financial transactions during the year, please refer to the paragraph on “Main events” of the Directors’ Report. “Banks loans and borrowings” (both current and noncurrent portions) showed an increase of €883,006 thousand, mainly as the combined effect of the following elements: • an increase in short-term funding for €947,531 thousand related to the liquidity and operational requirements of the Group;

583,263

• the execution of two loan agreements with Intesa Sanpaolo for a total amount of €250,000 thousand, maturing by 2031; • an increase in interest expense on bank loans of €5,476 thousand; • a decrease in debt related to the Euro-Commercial Paper (ECP) programme of €320,000 thousand. It should be noted that, on 19 December 2024, a fouryear loan agreement was signed with Intesa Sanpaolo – IMI CB for an amount of €2,000,000 thousand, which was aimed at financing non-routine maintenance expenses for the modernisation of the railway infrastructure, fully compliant with ESG principles as they relate to projects capable of producing significant environmental and social benefits. This financing became effective in 2025. The transaction, awarded through a competitive tender that saw significant participation from banks, allowed for the reclassification of the debt from short-term to medium/long-term, with the resulting extension of the maturity date to January 2029, compared to the previous short-term loan of the same amount signed with Intesa Sanpaolo in July 2023 and maturing in January 2025.

Separate Financial Statements at 31 december 2025

451

The terms and conditions of all non-current loans and borrowings, including the current portion, are summarised in the table below: (€’000)

31.12.2025 Creditor EUROFIMA SERIES 13 EUROFIMA SERIES 14 EUROFIMA SERIES 15 EUROFIMA SERIES 16 EUROFIMA SERIES 19 EUROFIMA SERIES 26 EUROFIMA SERIES 27 EUROFIMA SERIES 28 EUROFIMA SERIES 29 EUROFIMA SERIES 30 EUROFIMA SERIES 31 EUROFIMA SERIES 32 EUROFIMA SERIES 33 EUROFIMA SERIES 34 EMTN PROGR. TR. 3 EMTN PROGR. TR. 5 EMTN PROGR. TR. 6 EMTN PROGR. TR. 8 EMTN PROGR. TR. 9 EMTN PROGR. TR. 10 EMTN PROGR. TR. 11 EMTN PROGR. TR. 12 EMTN PROGR. TR. 14 EMTN PROGR. TR. 15 EMTN PROGR. TR. 17 EMTN PROGR. TR. 18 EMTN PROGR. TR. 19 EMTN PROGR. TR. 20 EMTN PROGR. TR. 21 EMTN PROGR. TR. 22 EMTN PROGR. TR. 23 EMTN PROGR. TR. 24 EMTN PROGR. TR. 25 CAIXA loan CAIXA loan BNLloan Unicredit loan BPER loan BBVA loan CA-CIB loan BNL loan Barclays loan ING loan Unicredit loan BPM loan ISP loan ISP loan ISP loan Total Loans (*)

31.12.2024

Currency

Nominal interest rate

Year of maturity

Nominal amount

Carrying amount

Nominal amount

Carrying amount

EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR

6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread Fixed rate 1.65% Fixed rate 1.50% 6M Euribor + Spread 6M Euribor + Spread Fixed rate 1.12% Fixed rate 1.03% 6M Euribor + Spread 6M Euribor + Spread Fixed rate 0.64% Fixed rate 0.37% 6M Euribor + Spread 6M Euribor + Spread Fixed rate 3.75% Fixed rate 4.125% Fixed rate 4.5% 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread 6M Euribor + Spread

2026 2026 2027 2026 2027 2025 2034 2034 2030 2034 2041 2034 2033 2040 2025 2031 2025 2025 2030 2026 2029 2029 2032 2030 2028 2029 2039 2027 2029 2033 2040 2040 2032 2029 2028 2026 2028 2028 2028 2028 2029 2027 2029 2029 2028 2029 2030 2031

190,000 100,000 128,700 116,000 65,700

190,497 100,262 129,391 116,304 66,055

200,000 200,000 200,000 240,000 250,000 160,000 100,000 400,000

201,053 201,020 200,567 241,316 251,113 160,816 100,106 401,314

190,000 100,000 128,700 116,000 65,700 42,500 200,000 200,000 200,000 240,000 250,000 160,000 100,000

190,676 100,356 129,765 116,414 66,246 43,339 201,493 201,461 201,702 241,844 251,532 161,169 100,128

49,910

50,271

200,000 699,939 99,930 140,000 87,500 250,000 998,108 293,548 180,645 1,098,601 597,903 495,706 500,000 91,667 796,460 99,811 149,799 99,931 299,624 119,774 99,781 199,687 59,860 49,953 69,813 69,787 99,895 1,996,903 99,757 149,562 12,594,254

201,662 703,737 100,347 140,106 88,740 250,123 1,001,005 293,750 183,459 1,128,211 613,024 509,452 500,891 91,900 810,589 101,177 151,654 100,306 300,829 120,289 100,180 200,453 60,166 50,192 70,133 70,138 100,183 2,022,132 100,071 150,042 12,725,026

300,000 49,895 999,781 100,000 200,000 699,844 99,912 140,000 100,000 250,000 997,287 316,129 193,548 1,097,525 597,341 495,234 500,000 100,000

300,031 50,256 1,007,045 100,085 202,252 703,641 100,329 140,124 102,061 250,123 1,000,184 316,386 197,908 1,127,135 612,462 508,981 500,946 100,298

99,762 149,726 99,871 299,467 119,713 99,721 199,602 59,826 49,927 69,762 69,784 99,854

101,807 152,598 100,313 301,045 120,345 100,245 200,615 60,214 50,232 70,154 70,220 100,210

10,646,411

10,754,370

(*) As at 31 December 2025, the carrying amount of loans and borrowings did not include current funding of €2,315,351 thousand, and the -€8,459 thousand adjustment to financial liabilities for fair value hedges. The same value at 31 December 2024 excluded current funding of €3,702,294 thousand and the -€9,801 thousand adjustment to financial liabilities for fair value hedges.

452

Ferrovie dello Stato Italiane Group

The table below analyses the net financial position, shown in the reclassified statement of financial position, as presented in the 2025 directors’ report compared with 31 December 2024: (€’000)

Net financial position (debt)

31.12.2025

31.12.2024

Current net financial debt

(882,902)

(1,493,740)

610,838

Treasury current accounts (*)

(19,712)

(20,295)

583

1,332

1,069

263

Derivatives

Change

Bank loans and borrowings

2,689,290

3,713,275

(1,023,985)

Bonds

1,276,262

1,597,360

(321,098)

IntraGroup current account

700,543

874,032

(173,489)

(4,680,024)

(7,403,685)

2,723,661

(862,966)

(263,885)

(599,081)

Current financial liabilities - IFRS 16

6,153

6,070

Other financial liabilities

6,219

8,306

(2,087)

(516,782)

136,686

(653,468)

8,460

9,916

(1,456)

Borrowings Bank and postal accounts

Net non-current financial position (debt) Derivatives Bank loans and borrowings

3,324,007

1,417,016

1,906,991

Bonds

7,742,361

7,720,998

21,363

Loans (*)

(11,645,393)

(9,040,593)

(2,604,801)

Non-current financial liabilities - IFRS 16

24,544

109

24,435

Other (*)

29,240

(1,399,684)

(1,357,054)

(42,630)

Total (*) The comparative figures have been reclassified; for details, please refer to Notes 19, 22, and 28

Pursuant to the amendments to IAS 7, the reconciliation between the total changes in financial assets and liabilities broken down by monetary and non-monetary items is given below. (€’000)

Cash flows generated by/ (used in) financing activities

31.12.2024

Monetary items IntraGroup current (statement of account cash flows)

Non-monetary 31.12.2025 items IFRS 9

Cash and cash equivalents

Other

(284,180)

(598,498)

(882,678)

Disbursement and repayment of current and non-current loans

14,448,657

583,262

15,031,920

Change in other financial assets

(16,446,122)

117,417

2,697

924,590

(4,309)

(173,489)

(1,357,054)

97,873

(170,792)

Change in other financial liabilities Total

(622)

(408) (16,327,038) 31,319

(622)

778,112

30,911 (1,399,684)

Separate Financial Statements at 31 december 2025

453

26. EMPLOYEE BENEFITS (€4,316 THOUSAND) (€’000)

31.12.2025

31.12.2024

Present value of post-employment benefit obligations

4,113

3,984

Present value of Free Travel Card obligations

203

208

Total

4,316

4,192

Changes in the present value of liabilities for defined benefit obligations are shown in the table below. (€’000)

31.12.2025

31.12.2024

4,192

4,505

Service Costs

Interest cost (*)

131

156

Actuarial (gains) losses recognised in equity (**)

(24)

(56)

- from changes in financial assumptions

(35)

- arising from past experience

(34)

(11)

Advances, utilisations and other changes

(418)

4,316

4,192

Defined benefit obligations at 1 January

- from changes in demographic assumptions

Total defined benefit obligations

(10)

(*) with recognition through P&L (**) net of tax effects

The increase in the provision for post-employment benefits and the Free Travel Card (approximately €124 thousand) mainly refers to: • the benefits paid to personnel who left the Company during the year (-€492 thousand) and transfers of employees to and from other Group companies (+€504 thousand); • the difference between the expected accrued

454

Ferrovie dello Stato Italiane Group

amount at the end of the observation period and the expected present value of the benefits payable in the future as recalculated at the end of the period and considering the updated valuation assumptions, which represents the actuarial gains/losses. This calculation generated an actuarial profit of €24 thousand compared to the loss of €56 thousand generated in 2024.

Actuarial assumptions The main assumptions for the actuarial estimate process are described below. 31.12.2025

31.12.2024

Discount rate (post-employment benefits)

3.09%

3.18%

Discount rate (Free Travel Card)

3.96%

3.38%

Annual rate of increase in post-employment benefits (Year x+1)

3.00%

Inflation rate (post-employment benefits (Year +1)

2.00%

Inflation rate (Free Travel Card) (Year +1)

2.00%

Expected turnover rate for employees

3.00%

Expected rate of advances

2.00%

Probability of death

RG48 mortality rate published by the General Accounting Office

Disability

INPS tables broken down by age and gender

Retirement age

100% upon meeting the Compulsory general insurance requirements

The following table shows the results of the sensitivity analysis performed to assess the effects that would have been recorded in terms of changes in the present value of liabilities for defined benefit obligations, following

reasonably possible changes in actuarial assumptions. The last table shows the average duration of the defined benefit obligations and the disbursements provided by the plan. (€’000)

Post-employment benefits

CLC

Inflation rate +0.25%

4,150

211

Inflation rate -0.25%

4,076

195

Discount rate +0.25%

4,055

197

Discount rate -0.25%

4,172

209

Turnover rate +1%

4,121

Turnover rate -1%

4,104

Service Cost

Plan duration

Payment - first year

844

Payment - second year

190

Payment - third year

302

Payment - fourth year

280

Payment - fifth year

438

Separate Financial Statements at 31 december 2025

455

27. PROVISIONS FOR RISKS AND CHARGES (€10,516 THOUSAND) The opening and the closing balances of, and changes in, the provisions for risks and charges in the year are given below. (€’000)

Description

31.12.2024

Accruals

Utilisations and Other changes

10,000

3,500

(3,475)

Litigation with employees

(12)

Litigation with third parties

414

Provision for early retirement incentive

Other sundry provisions

1,620

Total

12,109

3,528

The “Provision for litigation with employees”, set aside to cover probable expenses due to litigation with employees, was used for €12 thousand for unfavourable rulings. Furthermore, additional provisions were set aside in the amount of €28 thousand in the year and releases were made for excess funds in the amount of

Ferrovie dello Stato Italiane Group

31.12.2025 10,025

(14)

77 414

The “Provision for early retirement incentive” mainly covers the probable estimated charges to be incurred for staff members involved in the change management process. The balance of the provision at 31 December 2025 was attributable to the amounts set aside during the reporting period and their uses; for more details, please refer to Note 6 - Personnel expense.

456

Release of excess provisions

(552)

(1,068)

(4,039)

(1,082)

10,516

€14 thousand. The “Provision for litigation with third parties” was accrued to cover probable expenses due to the thirdparty litigation and remained unchanged compared to the previous year. “Other sundry provisions” related to provisions for other future risks and charges. This provision was used during the year to cover contractual obligations related to personnel costs incurred during the year; the remaining balance was released because the requirements justifying the provision were no longer met.

28. NON-CURRENT AND CURRENT FINANCIAL LIABILITIES - INCLUDING DERIVATIVES (€778,112 THOUSAND) (€’000)

Carrying amount 31.12.2025

31.12.2024

Change

Noncurrent

Current

Total

Noncurrent

Current

Total

Noncurrent

Current

Total

9,074

1,494

10,568

9,916

1,437

11,353

(842)

(785)

24,544

6,153

30,697

108

192

24,436

6,070

30,506

(175,566)

(176,199)

Financial liabilities Hedging derivatives Lease liabilities Other financial liabilities

30,084 706,763 736,847

30,717 882,329

913,046

(633)

Total financial liabilities

63,702

40,741 883,849 924,591

22,961

714,410

778,112

The decrease in “Other financial liabilities” (-€176,199 thousand) was mainly attributable to the lower liability to the Group companies participating in the cash pooling system, which transfer their cash balances to the Company’s account daily. During the year, €29,240 thousand in financial advances received from the MIT into the treasury account were reclassified to this item. These amounts, previously stated under other current liabilities, are now classified as non-current financial liabilities, according to their actual nature. To ensure the proper comparability of financial statement data, the same reclassification was also applied to the balances for the 2024 financial year.

(169,439) (146,478)

The increase in “Lease liabilities”, amounting to €30,506 thousand, consists of the financial debt arising from the execution of new contracts during the reporting period. The decrease in “Hedging derivatives” includes the smaller liability deriving from the measurement of derivatives hedging financial risk in accordance with IFRS 13. In particular, based on the nature of the hedged risks, the Company has cash flow hedge and fair value hedge relationships. Following the valuation carried out at 31 December 2025, the item decreased by €785 thousand, which was substantially attributable to the trend in rates over the reporting period.

29. OTHER NON-CURRENT AND CURRENT LIABILITIES (€2,458,754 THOUSAND) (€’000)

31.12.2025

Advances for grants

31.12.2024

Noncurrent

Current

Total

Noncurrent

1,642,092

1,718,541

Changes Total

Noncurrent

Current

Total

71,836 1,790,376

(76,448)

483,610

407,162

Current

555,446

2,197,538

VAT liabilities

6,141

426

5,715

Social security charges payable Other liabilities with Group companies Other liabilities and accrued expenses and deferred income Liabilities for tax consolidation Total

8,008

5,735

2,273

7,009

153,000

160,009

8,081

191,411

199,491

(1,072)

(38,411)

(39,483)

2,646

18,999

21,645

3,018

19,002

22,020

(371)

(3)

(374)

65,412

11,061

54,352

507,536

429,645

1,651,747

807,006 2,458,754 1,729,639

• This caption showed an increase of €429,645 thousand as a result of the following changes: • “Advances for grants” are entirely related to the resources allocated to the construction of the Turin Lyon railway line. The decrease on the previous year end (+€407,162 thousand) mirrors the decrease in the amounts due from the MIT; for more details, please refer to Note 20 – Other non-current and current assets;

299,471 2,029,109

(77,891)

• “Liabilities for tax consolidation” showed an increase of €54,352 thousand; for further details, please refer to Note 13 – Current and deferred income taxes”; • “Other liabilities with Group companies” showed a decrease of €39,483 thousand, mainly due to the decrease in payables to RFI related to the disposal of Scalo Farini - San Cristoforo railway yards (-€32,938 thousand), and a reduction in VAT Separate Financial Statements at 31 december 2025

457

payables to subsidiaries for the period (-€5,180 thousand); • the balance with the tax authorities for VAT for the period shows a liability for the current financial year, with a change of +€5,715 thousand compared to 2024; • “Other payables and accrued/deferred liabilities” showed a decrease of €374 thousand. As at 31

December 2024, this item included an amount of €29,240 thousand, which was reclassified during the year to “Other financial liabilities” due to its nature. To ensure comparability of the data, the balance for the 2024 financial year was reclassified accordingly. For further details, please refer to Note 28 - Non-current and current financial liabilities including derivatives.”

30. TAX PAYABLES (€0 THOUSAND) No income tax payables were reported during 2025. For more details, please refer to Note 13 – Current and deferred income taxes. 31. CURRENT TRADE PAYABLES (€129,932 THOUSAND) (€’000)

31.12.2025

31.12.2024

Suppliers

76,741

34,567

42,174

Advances

15,314

28,019

(12,705)

Group companies

37,877

44,882

(7,005)

Total

129,932

107,468

22,464

In 2025 trade payables showed an increase of €22,464 thousand as a result of the following changes: • “Suppliers” showed an increase of €42,174 thousand, and were mainly linked to higher costs for services; for further details, please refer to Note 8 – Services; • “Advances” showed a decrease of €12,705 thousand, which mainly related to the Riyadh contract, and was attributable to the combined effect of the recognition of accrued revenues (-€93,993

Changes

thousand), offset by the advances invoiced during the year (+€81,508 thousand); • “Group companies” showed a decrease of €7,005 thousand following a decrease in payables related to the Riyadh contract (-€1,965 thousand), and the suppliers of services rendered by Group companies (-€5,040 thousand). The nature of liabilities with related parties are described in Note 37 - Related party transactions.

32. FINANCIAL RISK MANAGEMENT The activities that the Company carries out expose it to various types of risks arising from the use of financial receivables that include market risk (interest rate and currency risk), liquidity risk and credit risk.

458

Ferrovie dello Stato Italiane Group

Financial assets and financial liabilities measured in accordance with IFRS 9 may be analysed as follows:

(€’000)

2025

2024

Trade receivables at amortised cost

178,777

Cash and cash equivalents at amortised cost (**)

882,678

284,180

2,691,036

2,253,439

Other assets at amortised cost

179,546

Other financial assets:

16,327,037

16,446,121

- At amortised cost (**)

16,326,262

16,445,754

- Derivatives at FVOCI

775

- Derivatives at FVTPL

367

Total financial assets (*)

20,079,528

19,163,286

Loans and borrowings at amortised cost

15,031,920

14,448,657

129,932

107,468

Trade payables at amortised cost

2,377,066

2,006,899

Other financial liabilities:

Other liabilities at amortised cost (**)

778,112

924,591

- At amortised cost (**)

767,544

913,238

- Derivatives at FVOCI

2,109

1,552

- Derivatives at FVTPL

8,459

9,801

18,317,030

17,487,614

Total financial liabilities (*) (*) The caption does not include all tax assets and liabilities. (**) The comparative figures have been reclassified; for details, please refer to Notes 22, 19, 29, and 28.

This section provides information on the Company’s exposure to each of the risks listed above, the objectives, policies and processes for the management of these risks and the methods used to assess them, as well as capital management. Risk management focuses on the volatility of financial markets and is aimed at minimising potential undesired effects on the company’s financial position, performance and cash flows. To complete financial risk information, the table below gives a reconciliation between financial assets and liabilities as reported in the statement of financial position and the categories of financial assets and liabilities identified pursuant to IFRS 7. The figures shown in the statement of financial position match the financial assets and liabilities identified pursuant to IFRS 7, net of tax assets and equity investments. Furthermore, financial assets and liabilities include the respective hedging derivatives. Credit risk Credit risk is the risk that a customer or one of the counterparties of a financial instrument may cause a financial loss by not complying with an obligation. It mainly arises from loans with the public administration,

trade receivables and the financial investments of the Company. With regard to credit risk deriving from investing activities, the company applies a liquidity investment policy which is centrally managed by the FS Holding Company, and which defines: • the minimum requirements of the financing counterparty in terms of creditworthiness and the related concentration thresholds; • the types of financial products that can be used. With respect to the derivatives used for hedging purposes and which can potentially generate credit exposure to counterparties, the Company applies specific policies that define concentration thresholds by counterparty and credit rating. With respect to the assessment of customers’ credit risk, the company manages and analyses the risk of all new significant customers, regularly checks their commercial and financial exposure and monitors the collection of receivables from the public administration within the contractually agreed timeframe. The following tables shows the Company’s exposure to credit risk at 31 December 2025, compared with that at 31 December 2024. For information about the gross balance and the loss allowance, reference should be made to the notes to the relevant captions.

Separate Financial Statements at 31 december 2025

459

(€’000)

31.12.2025 Public administration Trade receivables (current and non-current) Other current and non-current assets

2,196,700

Current and non-current financial assets

Third-party customers

Group companies

Total

64,437

114,340

178,777

19,459

475,427

2,691,586

16,253,189

16,327,037

Financial

72,997

852 882,646

882,646

156,893

883,498

16,842,956 20,080,046

Cash and cash equivalents Total financial assets (*)

2,196,700

*Tax assets, prepayments and equity investments are not included

(€’000)

31.12.2024 Public administration

Third-party customers

24 1,789,302

Trade receivables (current and non-current) Other current and non-current assets Current and non-current financial assets (**)

Group companies

Total

14,604

164,918

179,546

15,427

489,346

2,294,075

16,237,924

16,446,121

Financial

207,753

444

Cash and cash equivalents (**)

284,156

Total financial assets (*)

1,789,326

237,784

284,600

284,156 16,892,188

19,203,898

(*) Tax assets and equity investments are not included. (**) The comparative figures have been reclassified; for details, please refer to Notes 19 and 22.

It should be noted that a significant portion of trade and financial receivables is attributable to government and public entities, including the Ministry of Economy and Finance (MEF). The amount of financial assets deemed unlikely to be

recovered and of an immaterial amount is covered by appropriate allocations to the provision for bad debts. The tables below show a breakdown of financial assets at 31 December 2025 and 2024 by overdue amounts, net of the loss allowance. (€’000)

31.12.2025 Past due by More than 720 days

Total

2,197,597

2,866

2,200,463

(897)

(2,866)

(3,763)

Not past due Public administration Loss allowance Public administration (net)

180-360

360-720

2,196,700

Third party customers

99,386

55,890

799

201,729

439

358,243

Loss allowance

(1,211)

(225)

(3)

(199,529)

(384)

(201,351)

Third party customers (net)

98,176

55,665

796

2,200

156,892

Financial institutions Loss allowance Financial institutions (net) Group companies

883,857

(359)

883,498

16,805,629

34,043

(9,846)

(2)

Group companies (net)

16,795,784

34,041

Total Financial assets

19,974,158

89,705

Loss allowance

460

0-180

Ferrovie dello Stato Italiane Group

2,425

9,431

3,759

16,855,288

(2,463)

(21)

(12,332)

2,425

6,968

3,738

16,842,956

3,221

9,168

3,793

20,080,046

(€’000)

31.12.2024 Past due by More than 720 days

Total

1,790,438

2,841

1,793,279

(1,136)

(2,817)

(3,953)

1,789,302

1,789,326

1,518

429,099

(401)

(191,315)

1,117

237,784

Not past due Public administration Loss allowance Public administration (net) Third party customers (*)

0-180

180-360

230,003

197,506

(1,140)

(189,774)

Third party customers (net)

228,863

7,732

Financial institutions (*)

284,742

(142)

Financial institutions (net)

284,600

Group companies

16,819,515

73,365

3,222

Loss allowance

360-720

6 6

5,927

3,183

16,905,212

(4,404)

(6,804)

(1,484)

(72)

(260)

(13,024)

Group companies (net)

16,815,111

66,561

1,738

5,855

2,923

16,892,188

Total Financial assets

19,117,876

74,293

1,804

5,861

4,064

19,203,898

(*) The comparative figures have been reclassified; for details, please refer to Note 28.

The total exposure and the impairment of each category, determined by risk class at 31 December 2025 and 2024, as per Fitch’s rating, are shown below: (€’000)

31.12.2025 FVTPL

FVOCI

Amortised cost

12-months expected credit losses from AAA to BBB-

12-months expected credit losses

Lifetime - not impaired

Lifetime impaired

17,275,291

2,762,400

260,159

17,275,291

2,762,400

260,159

13,113

3,692

200,999

17,262,178

2,758,708

59,160

from BB to BB+ Gross carrying amount Loss allowance Carrying amount

FVTPL = Fair value through profit and loss; FVOCI = Fair value through other comprehensive income

(€’000)

31.12.2024 FVTPL

FVOCI

Amortised cost

12-months expected credit losses from AAA to BBB-

12-months expected credit losses

Lifetime - not impaired

Lifetime impaired

16.813.628

2.407.439

190.874

from BB to BB+

392

Gross carrying amount

16.813.628

Loss allowance Carrying amount

2.407.439

191.266

13.196

3.970

191.266

16.800.432

2.403.468

FVTPL = Fair value through profit and loss; FVOCI = Fair value through other comprehensive income

Separate Financial Statements at 31 december 2025

461

Changes in the loss allowance recorded during the year may be analysed as follows: (€’000)

31.12.2025 12-months expected credit losses Balance at 1 January 2025 Net revaluation of the loss allowance

Lifetime-not Lifetime-impaired

13,197

3,970

191,266

208,433

(83)

(278)

9,746

9,385

(13)

200,999

217,805

Utilisation of the allowance Balance at 31 December 2025

Totale

13,114

3,692

Liquidity risk Liquidity risk is the risk that an entity may have difficulties in complying with the obligations associated with financial liabilities to be settled by delivering cash or another financial asset. Cash flows, cash requirements and the liquidity of Group companies are generally monitored and centrally managed by the Finance & Investor Relations department of the FS Holding Company to ensure efficient and effective management of financial resources. The FS Holding Company adopts asset liability management techniques in collecting debt and loan principal from the Group companies, and its objective is the prudent management of the liquidity risk arising from ordinary operations. In order to meet potential and temporary cash requirements, the FS Holding Company can access

different sources of funding that grant the Group flexibility in short-term funding. In particular, the FS Holding Company: • has entered into a Sustainability-linked Back-up Facility of €3.5 billion to meet general purposes. This revolving and committed backup credit facility expires on 18 June 2027; • has numerous uncommitted credit lines granted by banks; • has in place the Euro-Commercial Paper program for a maximum ceiling of €2 billion. • In addition, the FS Holding Company has in place an integrated and ongoing process for monitoring the Group’s liquidity requirements, which allows for the implementation of targeted actions if short-term needs arise.

The table below shows the due dates of financial liabilities, including interest to be paid: (€’000)

31 December 2025

6 months or less 6-12 months

1-2 years

2-5 years

After 5 years

Total

Non-derivative financial liabilities Bonds

605,003

805,112

1,604,589

3,267,846

4,277,554

10,560,104

Bank loans and borrowings

2,481,723

272,925

400,300

3,038,426

155,505

6,348,879

Financial liabilities (*)

706,762

844

29,240

736,847

8,424

12,636

30,697

Lease liabilities

3,077

Financial payables to Group companies Non-derivative financial liabilities Trade payables Derivative financial liabilities Total financial liabilities

462

Ferrovie dello Stato Italiane Group

3,484 3,796,565

1,081,114

2,014,157

6,348,148

4,436,543

17,676,527

129,932

2,109

3,928,606

1,081,114

2,014,157

6,348,148

4,436,543

17,808,568

(€’000)

31 December 2024

6 months or less 6-12 months

1-2 years

2-5 years

After 5 years

Total

Non-derivative financial liabilities Bonds

1,204,643

536,874

1,369,084

3,849,375

3,617,000 10,576,976

Bank loans and borrowings

3,730,754

23,361

374,237

1,143,413

5,271,764

Financial liabilities (*)

882,329

Lease liabilities

Financial payables to Group companies

1,477 45

883,806

201 8

Non-derivative financial liabilities

5,817,779

Trade payables

107,468

1,552

Derivative financial liabilities Total financial liabilities

560,280

5,926,799

560,280

1,744,887

4,992,810

3,617,000 16,732,755

3,617,000 16,841,775

(*) The comparative figures have been reclassified; for details, please refer to Note 28.

Derivative and non-derivative financial liabilities The contractual flows of variable-rate loans have been calculated using the forward rates estimated at the reporting date. The amounts include both principal and interest.

The following table shows the repayments of financial liabilities within one year, 1-5 years and after five years.

(€’000)

31 December 2025

Carrying amount

Within one year

1-5 years

After 5 years

Bonds

9,018,623

1,276,216

4,133,683

3,608,724

Bank loans and borrowings

6,013,297

2,687,893

3,177,596

147,808

30,697

6,153

21,060

3,484

736,847

700,753

36,094

15,799,464

4,671,015

7,368,433

3,760,016

129,932

Lease liabilities Financial payables to Group companies Financial liabilities (*) Non-derivative financial liabilities Trade payables

(€’000)

31 December 2024

Carrying amount

Within one year

1-5 years

After 5 years

Bonds

9,318,358

1,497,360

4,668,467

3,152,531

Bank loans and borrowings

5,130,291

3,712,286

1,418,005

192

112

913,046

882,329

30,717

15,361,895

6,092,072

6,117,301

3,152,531

107,468

Lease liabilities Financial payables to Group companies Financial liabilities (*) Non-derivative financial liabilities Trade payables (*) The comparative figures have been reclassified; for details, please refer to Note 28.

Separate Financial Statements at 31 december 2025

463

Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument may fluctuate following changes in market prices, due to changes in exchange rates, interest rates or prices of equity instruments. The objective of market risk management is to keep the Company’s exposure to these risks within acceptable levels, while optimising returns on investments. Among market risks, the Company is exposed to interest rate risk and in a limited manner to the exchange risk. Interest rate risk Based on asset-liability management practices, whereby FS Italiane raises debt on the market and lends almost all of it to Group companies, the Company is not generally exposed to the interest rate risk on non-current loans

464

Ferrovie dello Stato Italiane Group

and borrowings indexed to the variable rate. Indeed, the interest rate risk is almost entirely reversed through intraGroup loans. Consequently, the Group companies which are mainly exposed to this risk (including Trenitalia SpA and RFI SpA) decided to enter into hedging transactions based on specific risk management polices approved by the relevant Boards of Directors and implemented with the technical and operational support of the FS Holding Company’s Finance & Investor Relations function. Despite the various customisations due to the financial and business characteristics of each company, the common objective of the applied policies is to limit cash flow fluctuations in financing transactions in place and, where possible, to exploit the opportunities to optimise borrowing costs offered by the indexing of variable-rate debt. FS’s interest rate hedging operations are limited to a few rare transactions.

The table below shows variable and fixed rate loans. (€’000)

Carrying amount

Contractual cash flows

Current portion

1 - 2 years

2 - 5 years

after 5 years

Variable rate

10,610,466

11,959,102

4,040,937

783,021

4,174,410

2,960,735

Fixed rate

5,188,998

5,717,425

836,741

1,231,136

2,173,738

1,475,809

Balance at 31 December 2025

15,799,464

17,676,527

4,877,678

2,014,157

6,348,148 4,436,544

Variable rate

10,031,732

10,972,215

5,260,408

942,034

1,994,375

2,775,398

Fixed rate (*)

5,330,162

5,760,540

1,117,762

802,763

2,998,413

841,602

Balance at 31 December 2024

15,361,894

16,732,755

6,378,170

1,744,797

4,992,788

3,617,000

(*) The comparative figures have been reclassified; for details, please refer to Note 28.

The table below shows the proportion of variable-rate and fixed-rate loans before and after taking into account hedging derivatives that convert variable rates into fixed

rates or provide protection against increases in variable rates above preset maximum levels.

Separate Financial Statements at 31 december 2025

465

(€’000)

31.12.2025

31.12.2024

Variable rate

67.16%

65.43%

Fixed rate

32.84%

34.57%

Variable rate

66.57%

65.79%

Fixed rate

33.43%

34.21%

Before hedging with derivatives

After hedging with derivatives

The following sensitivity analysis shows the effects that would have been recorded in terms of changes in financial expense had an increase or a decrease of 50

basis points in the Euribor interest rates affected loans in 2025. (€’000)

Shift + 50 bps

Shift - 50 bps

Higher/(lower) interest expense on variable-rate debt

33,138

(33,138)

(Higher)/lower interest income from loans

(37,459)

37,459

Net Cash Flow from hedging transactions

(155)

187

(4,476)

4,508

Total

(€’000)

Shift + 50 bps Fair value of hedging derivatives

(1,552)

1,559

Total

(1,552)

1,559

Potential sources of ineffectiveness of cash flow hedging relationships for FS may derive from a potential mismatch between the characteristics of the hedging instrument and the hedged item, or from the effect of the credit risk component on the changes in value of the hedging instrument and the hedged item. In any case, no ineffectiveness is reported in hedging relationships in place or expiring in 2025, both in cash flow hedge and fair value hedge. Currency risk FS Italiane has granted an intercompany loan to FS Group Advisory Limited, a subsidiary of Trenitalia, for a nominal amount of GBP 60,000 thousand. Currency forward hedging the currency risk was agreed in respect of FS Italiane’s intraGroup loan to FS Group Advisory Limited. Capital management The Company’s main objective with respect to capital risk management is to safeguard its ability to continue as a going concern, while ensuring returns for the shareholder and benefits for the other stakeholders. The Company also intends to maintain an optimal capital structure in order to reduce the cost of debt.

466

Shift – 50 bps

Ferrovie dello Stato Italiane Group

33. CONTINGENT ASSETS AND CONTINGENT LIABILITIES FS Italiane SpA is a party to civil and administrative proceedings and legal actions generally related to the normal conduct of its business. In addition to the provisions for risks allocated in the financial statements, it is possible that the Parent Company may incur other liabilities in the future, which are currently assessed as unlikely and/or unquantifiable. For further information, please refer to Note 45 – Contingent assets and contingent liabilities – of the Consolidated Financial Statements. 34. OTHER INFORMATION As in previous years, as at the date of presentation of these Financial Statements, the share capital of Eurofima SA with registered office in Basel, and in which the Company holds a 13.50% investment, was not entirely called up. Consequently, based on the following observations, this represents a financial commitment by the Company: • the callable shares were last approved in 1997; • the Swiss legislation allows callable shares to never be called up. The callable share capital that FS holds amounts to

CHF280,800 thousand (€301,482 thousand at the exchange rate ruling on 31 December 2025). Following the extraordinary shareholders’ meeting of FS Logistix held on 19 May 2025, the company’s share capital was approved for a total amount of €606,552 thousand. An amount of €495,693 thousand had been subscribed and paid up as at 31 December 2025. As at the date of this financial report, the amount of capital still to be subscribed therefore totalled €110,859 thousand.

35. AUDIT FEES (€1,182 THOUSAND) Pursuant to article 37.16 of Legislative Decree no. 39/2010 and letter 16-bis of article 2427 of the Italian Civil Code, the total fees due to the independent auditors and its network companies amount to €1,182 thousand, of which €581 thousand related to the statutory audit and €601 thousand to services other than the statutory audit.

36. DIRECTORS’ AND STATUTORY AUDITORS’ FEES (€1,339 THOUSAND) (€’000)

Directors (1) Statutory Auditors Total

2025

2024

1,239

100

1,339

1339

(1) The figure includes the fees set for the positions of Chief Executive Officer, Chairman, and members of the Board of Directors, as well as the variable component payable to the Chief Executive Officer.

Directors’ fees include the amounts envisaged for the positions of Chairperson, CEO and the remaining board members. In addition to the above fees, the external member of the supervisory body received €105

thousand. The fees to the representatives of the MEF (directors and statutory auditors) are transferred to such Ministry according to the rules applicable on the matter.

37. RELATED PARTIES Transactions with key managers (€’000)

Short-term benefits Post-employment benefits Total

The benefits relate to the sundry remuneration paid to executives with strategic responsibilities. In addition to short-term benefits of €5,400 thousand paid out in 2025, a variable portion is still to be paid in 2025 for an amount equal to €1,998 thousand, once checks have been made on whether objectives have been reached for the financial year. No other long-term benefits were paid to key managers. During the year, the key managers did not carry out any transactions, directly or through close family members, with the Group, Group companies or other related parties.

2025

2024

5,400

4,207

503

346

5,903

4,553

Related party transactions The related parties identified in accordance with IAS 24 are: • the controlling shareholder, MEF; • the Group’s subsidiaries, associates, or joint ventures; • MEF’s direct and indirect subsidiaries or associates.

Separate Financial Statements at 31 december 2025

467

The transactions between FS Italiane SpA and its related parties, which were all carried out on an arm’s length basis, are described below. (€’000)

ASSETS Alpe Adria SpA Anas SpA

Bluferries Srl Busitalia Campania SpA Busitalia Rail Service Srl Busitalia Sita Nord Srl

Busitalia Veneto SpA Cremonesi Workshop Srl Fercredit SpA

Ferservizi SpA

FS Energy SpA FS Engineering SpA

FS International SpA

FS Logistix SpA

FS Park SpA

FS Saudi for Land Transport LLC

FS Security SpA

FS Sistemi Urbani SpA

468

Ferrovie dello Stato Italiane Group

Company officers Company officers Seconded employees Reimbursements for external communication Services provided by the Parent Services provided by the Parent Reimbursements for external communication Services provided by the Parent Reimbursements for external communication Seconded employees Reimbursements for other third-party services Reimbursements for external communication Services provided by the Parent Company officers Services provided by the Parent Reimbursements for external communication Reimbursements for other third-party services Risk management services Reimbursements for external communication Services provided by the Parent Seconded employees Recharge of claims management services Reimbursements for other third-party services Services provided by the Parent Company officers Seconded employees Reimbursements for other third-party services External communication services Services provided by the Parent Reimbursements for other third-party services Reimbursements for risk management Services provided by the Parent Company officers Seconded employees Reimbursements for other third-party services Reimbursements of external communication expenses Services provided by the Parent Company officers Reimbursements for other third-party services Reimbursements for external communication Services provided by the Parent Seconded employees Reimbursements for risk management Reimbursements for insurance policies Reimbursements of external communication expenses Company officers Seconded employees Reimbursements for other third-party services Reimbursements of external communication expenses Services provided by the Parent Company officers Seconded employees

LIABILITIES Seconded employees

Seconded employees

Other group services

Facilities management Ticket purchase fee Seconded employees Administrative services Catering services Seconded employees Training reimbursements

Seconded employees

Seconded personnel Training reimbursements

Seconded employees Training reimbursements Cyber services

Seconded employees Lease payment

(€’000)

ASSETS

LIABILITIES

Recharge of external communication services

Condominium expenses Recharge of facilities management costs Recharge of utilities

Recharge of claims management services

FSTechnology SpA

FS Treni Turistici Italiani Srl

Grandi Stazioni Rail SpA

Hellenic Train - Railway Company SA Italcertifer SpA

Infrarail Srl Mercitalia Intermodal SpA Mercitalia Rail Srl

Mercitalia Shunting & Terminal Srl

Rete Ferroviaria Italiana SpA

Savit Srl Sita SpA Terminali Italia Srl Trenitalia SpA

Reimbursements of other third-party service s Reimbursements of insurance risk management Training reimbursements Services provided by the Parent Company officers Seconded employees Reimbursements of other third-party services Reimbursements of external communication expenses Services provided by the Parent Reimbursements of other third-party services Seconded employees Reimbursements of external communication expenses Company officers Reimbursements of other third-party services Recharge of external communication services

Seconded employees Company officers Seconded employees Recharge of external communication services Reimbursements for other third-party services Services provided by the Parent Reimbursements for other third-party services External communication services Services provided by the Parent Company officers Company officers Seconded employees Reimbursements for other third-party services Reimbursements of external communication expenses Company officers Reimbursements of other third-party services Reimbursements of external communication expenses Company officers Reimbursements for other third-party services Seconded employees Reimbursements of external communication expenses Services provided by the Parent Reimbursements of external communication expenses Company officers Company officers Services provided by the Parent Seconded employees Reimbursements for other third-party services Reimbursements for risk management Reimbursements for insurance policies External communication services Services provided by the Parent

Seconded employees Training reimbursements IT services

Lease payment Facilities management Condominium expenses Reimbursements of external communication expenses Taxes Seconded employees Training reimbursements

Training reimbursements Training reimbursements

Training reimbursements

Health services Seconded employees Training reimbursements

Contribution for Free Travel Card Seconded employees Entertainment expenses Passenger transport costs

Separate Financial Statements at 31 december 2025

469

Other related parties (€’000)

Tax consolidation scheme Bluferries Srl Busitalia Campania SpA Busitalia Rail Service Srl Busitalia Sita Nord Srl

Vat under the Intragroup bank and vat consolidapost office current tion scheme accounts Ataf Gestioni Srl Bluferries Srl Bluferries Srl

Busitalia Veneto SpA

Loans granted

Bluferries Srl

Busitalia Campania SpA

Bluferries Srl Busitalia Campania Busitalia Campania SpA SpA

Busitalia Rail Service Srl

Busitalia Sita Nord Srl

Busitalia Veneto SpA

Busitalia Veneto SpA Crew Middle East DMCC

Fercredit SpA Ferservizi SpA

Issue Supplementary of sureties to pension funds

Fercredit SpA Ferservizi SpA

Busitalia Sita Nord Srl Busitalia Veneto SpA Crew Middle East DMCC

Fercredit SpA FS Group Advisory

FS Engineering SpA FS Logistix SpA FS Park SpA FS Security SpA FS Sistemi Urbani SpA FSTechnology SpA FS Treni Turistici Italiani Srl Grandi Stazioni Rail SpA

Italcertifer SpA Mercitalia Intermodal SpA Mercitalia Rail Srl Mercitalia Shunting&Terminal Srl

RFI SpA

Terminali Italia Srl

Trenitalia SpA Tunnel Ferroviario del Brennero SpA

FS Engineering SpA FS Logistix SpA FS Park SpA

FS Engineering SpA FS International SpA FS Logistix SpA FS Park SpA

FS Group Advisory FS Energy SpA FS Engineering SpA FS Engineering SpA FS International SpA FS Logistix SpA FS Logistix SpA

FS Saudi for Land Trasport LLC FS Security SpA FS Security SpA

FS Security SpA FS Security SpA FS Sistemi Urbani FS Sistemi Urbani SpA FS Sistemi Urbani SpA SpA FSTechnology SpA FSTechnology SpA FSTechnology SpA FSTechnology SpA FS Treni Turistici FS Treni Turistici Italiani Srl FS Treni Turistici Italiani Srl FS Treni Turistici Italiani Srl Italiani Srl Grandi Stazioni Grandi Stazioni Rail SpA Grandi Stazioni Rail SpA Grandi Stazioni Rail Rail SpA SpA Hellenic Train Hellenic Train - Railway Railway CompanyCompany SA SA Mercitalia Intermodal SpA Mercitalia Rail Srl Mercitalia Shunting&Terminal Srl

Italcertifer SpA Mercitalia Intermodal SpA Mercitalia Rail Srl Mercitalia Shunting&Terminal Srl

RFI SpA

Qbuzz BV RFI SpA

Terminali Italia Srl

Trenitalia SpA

Trenitalia SpA Trenitalia TPER Scarl

Italcertifer SpA Mercitalia Intermodal SpA Mercitalia Rail Srl Mercitalia Shunting&Terminal Srl Metronom Eisenbahngesellschaft mbH Netinera Deutschland GmbH Qbuzz BV Qbuzz BV RFI SpA RFI SpA Savit Srl Savit Srl TELT Sas Terminal Alptransit Terminal Alptransit Srl Srl Terminali Italia Srl Trenitalia c2c Limited Trenitalia France Sas Trenitalia SpA Trenitalia SpA Trenitalia TPER Scarl Trenitalia TPER Scarl

Mercitalia Intermodal SpA Mercitalia Rail Srl Mercitalia Shunting & Terminal Srl

Tunnel Ferroviario del Brennero SpA TX Logistik AG

TX Logistik AG Other Related Parties Other Related Parties Fondazione FS Eurofer Previndai

470

Ferrovie dello Stato Italiane Group

The tables below summarise statement of financial position amounts at 31 December 2025 and the income statement figures for the year then ended. Trade and other transactions (€’000)

Name

2025 Assets Liabilities

Guarantees and commitments

Costs

Revenue

(430)

(4)

(5)

(374)

599

(1)

Subsidiaries Alpe Adria SpA Anas SpA

3,040

391

Bluferries Srl

422

Busitalia Campania SpA

Busitalia Rail Service Srl

Busitalia Veneto SpA

153

Busitalia - Sita Nord Srl

1,538

Cremonesi Workshop Srl

26 3,861

CREW MIDDLE EAST DMCC

9 11

Fercredit SpA

(47)

1,786

(21)

Ferservizi SpA

665

6,879

9,022

610

FS Energy SpA

FS International SpA

469

FS Park SpA

127

148

FS Saudi for Land Trasport LLC

630

411

(8)

(968)

FS Security SpA

4,188

510

FSTechnology SpA

25,038

3,821

FS Treni Turistici Italiani Srl

(21)

(19)

583

23,894

554

321

(43)

143,156

40,759

3,653

(12)

Grandi Stazioni Rail SpA

173

796

Hellenic Train - Railway Company SA

FS Sistemi Urbani Srl

Italcertifer SpA FS Engineering SpA Infrarail Srl Mercitalia Intermodal SpA

18 14

445

(14)

110

56,309

556

(260)

919

(78)

841

(18)

FS Logistix SpA

16,822

571

(201)

2,910

Mercitalia Rail Srl

23,516

663

Mercitalia Shunting & Terminal Srl

2,485

1,170

117

Netinera Deutschland GmbH

793

Qbuzz BV

424

153

RFI SpA

281,672

Savit Srl

100

Terminal Alptransit Srl

Terminali Italia Srl

196

Trenitalia France Sas

(1)

Trenitalia SpA

27,374

Trenitalia c2c

FS Group Advisory Limited

Tunnel Ferroviario del Brennero SpA TX Logistik AG Total

163,920

270

(4,169)

21,689

(99) 3

1,022

(2)

13,594

155

(4,570)

23,204

269 144 589,794

5 242,444

(34)

733 25,383

52,272

Associates Metro 5 SpA

Totale

Separate Financial Statements at 31 december 2025

471

(€’000)

Name

2025 Assets Liabilities

Guarantees and commitments

Costs

Revenue

Joint arrangements Operation Alliance OPS Co

(1)

SITA SpA

T.E.L.T. Sas

835

Trenitalia TPER Scarl

Trenord Srl

Total

990

20,845

75,169 5 3

(2,271)

(5)

41 73

20,845

72,894

124

263,290

736

98,276

52,417

Associates of subsidiaries First Trenitalia West Coast Rail Limited

Total

TOTAL

590,809

Other related parties FNM

CDDPP Group

ENI Group

102

INVITALIA Group

365

199

POSTE Group

Equitalia Giustizia Group

Eurofer

270

338

795 27

Ferrovie del Sud Est e Servizi Automobilistici – FSE Srl

728

(38)

(415)

(90)

Fondazione FS

237

101

Other pension funds Cooperatives, associations, EEIGs and partnerships

Previndai Total

472

Ferrovie dello Stato Italiane Group

990

210

10,516

1,119

1,745

1,750

13,674

Financial transactions (€’000)

Name

2025 Assets

Liabilities Guarantees and commitments

Costs

Revenue

Subsidiaries Ataf Gestioni Srl

13,125

339

19,871

2,701

180

890

8,995

892

374

Busitalia Rail Service Srl

11,892

2,594

225

434

Busitalia Veneto SpA

14,995

3,784

138

418

13,321

1,535

103

893

250,085

625

173

19,065

Bluferries Srl Busitalia Campania SpA

Busitalia - Sita Nord Srl Fercredit SpA Ferservizi SpA FS International SpA

910,678

FS Park SpA

31,720

831

6,729

2,167

104

5,025

18,976

507

FS Security SpA

6,722

19,574

620

101

FSTechnology SpA

206,559

16,241

572

7,766

21,343

1,370

120

685

FS Treni Turistici Italiani Srl FS Saudi for Land Trasport LLC FS Sistemi Urbani Srl

4,492

270,907

8,639

82,158

Grandi Stazioni Rail SpA

45,042

15,370

288

1,520

Hellenic Train - Railway Company SA

176,959 586

Italcertifer SpA

5,574

FS Engineering SpA

50,452

39,305

1,773

53,666

FS Logistix

140,255

2,964

6,238

Mercitalia Rail Srl

313,888

26,645

Mercitalia Shunting & Terminal Srl

44,452

6,177

Mercitalia Intermodal SpA

51,529

4,551

Netinera Deutschland GmbH

Qbuzz BV

248,849

29,042

5,791,343

153,506

Savit Srl

3,000

Trenitalia SpA TX Logistik AG TOTAL

126

2,351 646

564

11,517

862

182,829

20 136,877

Terminali Italia Srl

FS Group Advisory Limited

1,716

124

TAV Srl liquidated

Terminal Alptransit Srl

10,066

163

RFI SpA

Trenitalia France Sas

416 106

4,016 28

9,658 7,290,404

299 57,788

100,925 380,599 16,253,189

6,930 2

722,172

252,408 7,646

15,323

283 23,863

680,510

Associates Ferrovie Nord Milano SpA

1,180

Metro 5 SpA

4,368

Total

5,548

Joint arrangements Trenitalia TPER Scarl

20,968

9,475

504

445

Total

20,968

9,475

504

445

TOTAL

16,274,157

731,647

24,367

686,502

283

Other related parties Ferrovie del Sud Est e Servizi Automobilistici – FSE Srl

209

9,750

9,746

TOTAL

209

9,750

9,746

Separate Financial Statements at 31 december 2025

473

38. GUARANTEES The table below details the guarantees issued by the Company on behalf of subsidiaries, third parties or other subsidiaries, broken down by financial and non-financial. (€’000)

Issued on behalf of

Financial Non-financial

Bluferries Srl

7,000

Busitalia Campania SpA

13,771

Busitalia Sita Nord Srl

21,185

Busitalia Veneto SpA

13,583

Crew Middle East DMCC

503

Fondazione FS

15,767

FS Energy SpA

250

FS Logistix SpA

3,801

FSTechnology SpA

12,799

FS Treni Turistici Italiani Srl

1,891

FS Sistemi Urbani SpA

12,745

Grandi Stazioni Rail SpA

7,694

Hellenic Train - Railway Company SA

3,245

Italcertifer SpA

9,496

FS Engineering SpA

17,057

Metronom Eisenbahngesellschaft mbH

15,500

Mercitalia Intermodal SpA

3,537

Mercitalia Rail Srl

35,146

Mercitalia Shunting & Terminal Srl

53,026

Netinera GmbH

23,760

163,129

Qbuzz BV

36,738

97,453

RFI SpA

269,871

Savit Srl

TELT Sas

2,803

Terminal Alptransit Srl

2,951

Terminali Italia Srl

3,633

Trenitalia SpA Trenitalia C2C Limited

154,852 3,204

FS Group Advisory Limited Trenitalia TPER Scarl TX Logistik AG Total

Financial guarantees are mainly comprised of guarantees and counter-guarantees issued to banks to cover loans, transactions to acquire equity investments, or, more in general, to secure obligations of a merely financial nature. Non-financial guarantees are mainly comprised of bid bonds, performance bonds, commercial guarantees and commitments in favour of the tax authorities. The following are examples of the most relevant financial and non-financial guarantees in terms of materiality of amount. 474

Ferrovie dello Stato Italiane Group

6,007

2,407 245 5,397

13,532

751,475

282,528

The main non-financial guarantees include those issued by financial institutions in favour of Trenitalia for €62,972 thousand in favour of Agenzia Mobilità Piemontese, and €22,170 thousand in favour of DB Fernverkehr AG; a guarantee of €20,000 thousand in favour of RFI to cover the obligation of the Framework Agreement for HS/HC infrastructure, a guarantee of €10,710 thousand in favour of Ferrovie dell’Emilia-Romagna, a guarantee of €10,000 thousand in favour of SNCF Mobilites, a guarantee issued in the interests of RFI for an amount of €38,084 thousand in favour of the Municipality of

Rome, guarantees of €17,886 thousand in favour of E-Distribuzione SpA, and of €5,675 thousand in favour of the Campania Regional Government; a guarantee issued in the interests of Busitalia Veneto for €9,900 thousand in favour of the Provincial Government of Padua; guarantees issued in the interests of Mercitalia Shunting & Terminal in favour of RFI for €33,587 thousand; a guarantee issued in the interests of FS Sistemi Urbani in favour of Alfiere for €9,250 thousand; and a guarantee issued in the interests of Fondazione FS Italiane for €15,707 thousand in favour of the Italian Revenue Agency to cover the VAT credit refund. Lastly, a guarantee of €15,300 thousand was issued on behalf of Netinera Deutschland in the interest of Ostdeutssche Eisenbahn GmbH in favour of NDL Brandenburg relating to the Net Elbe-Spree (NES) project. Non-financial guarantees also include direct guarantees (issued in the form of Parent Company guarantees, without the use of banks) such as that in favour of GSE to cover the service contract for energy supply signed with RFI (€150,000 thousand); the guarantees issued to Terna to cover the contracts signed by RFI for the electrical energy dispatching service for withdrawal points which power rail traction and for other uses (guarantees of €22,400 thousand and €2,110 thousand, respectively); a guarantee of €14,333 thousand in favour of the Bestuur Utrecht Regional Government and in the interests of Qbuzz BV, and a guarantee of €10,441 thousand in favour of IBM AWC and in the interest of FSTechnology.

tax authorities (€19,945 thousand) as security for refunds of tax credits to the following subsidiaries: RFI, Trenitalia, GS Rail, FS Treni Turistici Italiani, and FS Logistix. The main financial guarantees also include that issued to Qbuzz BV for €5,000 thousand issued by a credit institution to cover payment obligations for funding intended for the construction of a charging infrastructure to support the development of a zero-emission European transport network. Financial guarantees also include direct guarantees including guarantees of €69,488 thousand in the interest of QBuzz BV to cover payment obligations with Vereniging Studentenkaart Streekvervoer (VSS); guarantees in the interest of Netinera Deutschland in favour of the European Investment Bank in the amount of €60,403 thousand, Amozela in the amount of €14,849 thousand, Commerzbank AG of €34,500 thousand, Intesa Sanpaolo Spa of €30,000 thousand, and Unicredit Bank AG of €20,050 thousand; a guarantee issued in the interest of QBuzz Bv of €20,000 thousand in favour of ING, a guarantee issued in the interest of TX Logistik AG of €10,000 thousand to cover payment obligations for the acquisition of Exploris SA. Among guarantees issued on behalf of the parent is, for projects abroad, a bank counter-guarantee of SAR189,318 thousand (€42,965 thousand) relating to the performance bond issued in favour of the Royal Commission for Riyadh City (RCRC).

Other non-financial direct guarantees were issued to the

Separate Financial Statements at 31 december 2025

475

39. INFORMATION PURSUANT TO LAW NO. 124/2017 According to Law no. 124 of 4 August 2017, Article 1 (paragraphs 125 to 129) for the market and competition on public grants to companies that are directly and

indirectly controlled by the Government in 2025, regarding significant amounts paid (exceeding €10 thousand):

Beneficiary

Description

Amount

CONFINDUSTRIA ASSOCIATIONS Agenzia Confederale dei Trasporti e Servizi

Grant

907,842

Confindustria

Grant

2,451,178

Federturismo

Grant

50,000

Grant

10,000

Community of European Railway and Infrastructure Companies

Grant

305,042

Conseil de Cooperation Economique

Grant

25,000

INTERNATIONAL ASSOCIATIONS Business Integrity Forum

Corporate Partnership Board OECD

Grant

50,000

Florence School of Regulation of European University Institute

Grant

20,000

Gaia X

Grant

75,000

International Association for Public Transport

Grant

101,527

International Capital Market Association

Grant

25,055

The Trilateral Commission

Grant

20,000

Trace International

Grant

17,199

Union International of Railways

Grant

320,017

United Nation Global Compact

Grant

23,500

Grant

170,000

OTHER ASSOCIATIONS Accademia Nazionale Santa Cecilia

476

Aspen Institute Italia

Grant

35,000

Associazione Amici dei Lincei

Grant

10,000

Associazione Amici della LUISS

Grant

20,000

Associazione Civita

Grant

22,000

associazione Gazzetta Amministrativa della Repubblica Italiana

Grant

20,000

Associazione Iitaliadecide

Grant

50,000

Associazione Italia-India per la Cooperazioen tra Paesi

Grant

10,000

Assonime

Grant

226,260

Centro Nazionale di Ricerca High Performance Computing & Big Data

Grant

250,000

Centro Studi Americani

Grant

15,000

Centro Nazionale per la Mobilità Sostenibile

Grant

400,000

Consiglio per le Relazioni tra gli Stati Uniti e l'Italia

Grant

15,000

Consumers' Forum

Grant

21,000

COTEC Fondazione per l'Innovazione

Grant

30,000

Digital Transformation Institute

Grant

50,000

Federazione Industrie Prodotti Impianti Servizi ed Opere Spec. per le Costruzioni e la Manutenzione

Grant

30,000

Fondazione Centro Studi Coldireretti - Divulga

Grant

150,000

Fondazione Centro Studi Economia della Logistica e delle Infrastrutture

Grant

50,000

Fondazione FS Italiane

Grant

10,448,967

Fondazione Millenium Scuola politica Vivere nella Comunità

Grant

30,000

Fondazione per lo Sviluppo Sostenibile

Grant

15,000

Fondazione Return PE3

Grant

20,000

Fondazione Venezia Capitale Mondiale della Sostenibilità

Grant

34,000

Fondazione Vittorio Occorsio

Grant

35,000

Ferrovie dello Stato Italiane Group

Beneficiary Istituto Grandi Infrastrutture

Description

Amount

Grant

106,000

Istituto per gli Studi di Politica Internazionale

Grant

23,000

Italia Camp

Grant

300,000

Kyoto Club

Grant

10,000

Med-Or Italian Foundation

Grant

300,000

Organismo Indipendente di Valutazione

Grant

20,000

Parks Liberi e Uguali

Grant

25,000

Remind

Grant

40,000

Roma Startup

Grant

10,000

Utenti Pubblicità Associati

Grant

67,066

Valore D

Grant

Total Beneficiaries

20,000 17,479,653

The table below summarises the information required by the aforesaid law about the funds received in 2025: Provider MIT to TELT Sas Europe’s Rail of which:

Description

Amount

Pass-through grant

117,625,071

Operating grant

151,156

in favour of other Group companies

81,526

in favour of FS SpA

69,629

40. EVENTS AFTER THE REPORTING DATE For further details, please refer to Note 51 – Events after the reporting date of the Consolidated Financial Statements.

Separate Financial Statements at 31 december 2025

477

3. PROPOSED ALLOCATION OF THE PROFIT FOR THE YEAR OF FS ITALIANE SPA It is proposed to carry the profit for the year 2025, equal to €99,846,077.51 forward to subsequent financial periods.

Rome, 2 April 2026

For the Board of Directors The CEO and General Manager

478

Ferrovie dello Stato Italiane Group

Separate Financial Statements at 31 december 2025

479

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND THE OFFICER IN CHARGE OF FINANCIAL REPORTING

Certification of the Chief Executive Officer and the Officer in charge of Financial Reporting of the separate financial statements of Ferrovie dello Stato Italiane SpA at 31 December 2025 pursuant to article 154-bis, paragraph 5, of Legislative Decree no. 58/1998 1. The undersigned Stefano Antonio Donnarumma and Fabio Paris, respectively as Chief Executive Officer and Officer in charge of Financial Reporting of Ferrovie dello Stato Italiane S.p.A., also considering the provisions of the article 154-bis paragraphs 3 and 4 of Legislative decree no. 58 of 24 February 1998, certify:  the adequacy with regard to the characteristics of Ferrovie dello Stato Italiane SpA

and

 the effective application

of the administrative and accounting procedures in preparing the separate financial statements at 31 December 2025. 2. In this regard, we report that:

a. the evaluation of the adequacy and effective application of the administrative and

accounting procedures used to prepare the separate financial statements of Ferrovie dello Stato Italiane SpA was based on internal control model, consistent with the “Internal Controls – Integrated Framework” issued by the “Committee of Sponsoring Organizations of the Treadway Commission” which represents an internationally-accepted framework for the internal control system;

b. this evaluation did not identify any significant issues. 3. In addition, we certify that: 3.1. the separate financial statements of Ferrovie dello Stato Italiane SpA:

b. correspond to the entries in the books and accounting records of the company; c. provide a true and fair view of the financial position and results of operations of Ferrovie dello Stato Italiane SpA.

3.2. the Directors’ Report includes a reliable analysis of the financial position, performance and results of operations of Ferrovie dello Stato Italiane SpA, together with a description of the main risks and uncertainties to which it is exposed. April 2nd, 2026

Stefano Antonio Donnarumma Chief Executive Officer

480

Ferrovie dello Stato Italiane Group

Fabio Paris Officer in charge of Financial Reporting

INDEPENDENT AUDITOR’S REPORT ON THE SEPARATE FINANCIAL STATEMENTS

Independent auditor’s report in accordance with article 14 of Legislative Decree 39/2010 and article 10 of Regulation (EU) 537/2014 To the Sole Shareholder of Ferrovie dello Stato Italiane SpA

Report on the audit of the financial statements

Opinion We have audited the financial statements of Ferrovie dello Stato Italiane SpA (the “Company”), which comprise the statement of financial position as of 31 December 2025, the income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion, the financial statements give a true and fair view of the financial position of the Company as of 31 December 2025, and of the result of its operations and cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and adopted by the European Union, as well as with the regulations issued to implement article 9 of Legislative Decree 38/2005.

Separate Financial Statements at 31 december 2025

481

statements under Italian law. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters

Auditing procedures performed in response to key audit matters

Recoverability of the value of equity investments in subsidiaries Explanatory note no. 3 “Accounting policies”, explanatory note no. 18 “Equity investments” to the separate financial statements The financial statements as at 31 December 2025 included equity investments in subsidiaries equal to Euro 38,756 million. Equity investments in subsidiaries are valued at acquisition or incorporation cost and, if there is an indication of impairment, the recoverability of their value is checked by comparing the book value with the related recoverable amount, which is represented by the higher between the fair value, less costs to sell, and their value in use, in compliance with the provisions of IAS 36 “Impairment of assets”.

In order to address this key audit matter, we carried out our audit procedures to evaluate the consistency of the process and methodology for estimating the recoverability of equity investments used by the Company with the provisions of IAS 36 and the valuation practices, verifying the appropriateness of the cash flows used, their consistency with the business plans of the subsidiaries and the mathematical accuracy of the quantification of the recoverable amount. Specifically, the audit procedures performed also with the support of the PwC network experts, included: •

Based on the analyses performed, the directors identified impairment indicators related to investments in the subsidiaries Anas SpA and FS Logistix SpA (formerly Mercitalia Logistics SpA).

the understanding of the process adopted by the directors to assess the recoverability of the equity investments in subsidiaries;

•

In particular, with regard to the investment in the subsidiary Anas SpA, the configuration of recoverable value used by the Company is the

the verification of the completeness and accuracy of the existence of impairment indicators identified by management that led to perform the impairment test;

•

the verification of the reasonableness of the key assumptions underlying the prospective

2 of 8

482

Ferrovie dello Stato Italiane Group

value in use calculated by discounting the cash flows of the “2026-2052 economic and financial plan” (the “Plan”), approved by the Board of Directors of Anas SpA on 5 March 2026, to which a terminal value was added equal to the Regulatory Net Invested Capital at the end of the Concession. The Plan flows were considered for an explicit period until 2052, by assuming the extension of the Concession which is currently due to expire on 31 December 2032. With reference to the financial statements ended 31 December 2025, the Company’s management availed itself of an external expert in order to carry out the impairment test on the equity investment in Anas SpA. As part of the audit activities, we considered the recoverability of the value of equity investments in subsidiaries as a key matter of the audit of the financial statements, as the related estimation process is particularly complex and based on valuation assumptions influenced by future economic, financial, market and regulatory conditions that are difficult to predict. Should any future developments lead to considerations and results that differ from expectations, the book value of the equity investment could be reduced on the basis of the cash flows expressed by an economic and financial plan revised accordingly.

cash flows and discounting rates used to perform the impairment test (also through comparison with forecast data deriving from external information sources, where available); •

•

the verification of the sensitivity analysis carried out by the Company in relation to the discounting rate.

We evaluated the technical skills and objectivity of the external expert engaged by the Company’s management to perform the impairment test on the equity investment in Anas SpA. Finally, we verified the accuracy and the completeness of the information provided by the directors in the notes to the separate financial statements on the matters described above.

3 of 8

Separate Financial Statements at 31 december 2025

483

Responsibilities of the directors and the board of statutory auditors for the financial statements The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and adopted by the European Union, as well as with the regulations issued to implement article 9 of Legislative Decree 38/2005 and, in the terms prescribed by law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The directors are responsible for assessing the Company’s ability to continue as a going concern and, in preparing the financial statements, for the appropriate application of the going concern basis of accounting, and for disclosing matters related to going concern. In preparing the financial statements, the directors use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so. The board of statutory auditors is responsible for overseeing, in the terms prescribed by law, the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

4 of 8

484

Ferrovie dello Stato Italiane Group

As part of our audit conducted in accordance with International Standards on Auditing (ISA Italia), we exercised our professional judgement and maintained professional scepticism throughout the audit. Furthermore:

• We identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error; we designed and performed audit procedures responsive to those risks; we obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• We obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• We evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• We concluded on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• We evaluated the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

5 of 8

Separate Financial Statements at 31 december 2025

485

We communicated with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identified during our audit. We also provided those charged with governance with a statement that we complied with the regulations and standards on ethics and independence applicable under Italian law and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate the related risks, or safeguards applied. From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We described these matters in our auditor’s report.

Additional disclosures required by article 10 of Regulation (EU) 537/2014 On 21 March 2023, the shareholders of Ferrovie dello Stato Italiane SpA in general meeting engaged us to perform the statutory audit of the Company’s and consolidated financial statements for the years ending 31 December 2023 to 31 December 2031. We declare that we did not provide any prohibited non-audit services referred to in article 5, paragraph 1, of Regulation (EU) 537/2014 and that we remained independent of the Company in conducting the statutory audit. We confirm that the opinion on the financial statements expressed in this report is consistent with the additional report to the board of statutory auditors, in its capacity as audit committee, prepared pursuant to article 11 of the aforementioned Regulation.

6 of 8

486

Ferrovie dello Stato Italiane Group

Report on compliance with other laws and regulations

• express an opinion on the consistency of the directors’ report and of the specific information included in the report on corporate governance and ownership structure referred to in article 123bis, paragraph 4, of Legislative Decree 58/1998, with the financial statements;

• express an opinion on the compliance with the law of the directors’ report and of the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998;

• issue a statement on material misstatements, if any, in the directors’ report and in the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998. In our opinion, the directors’ report and the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998 are consistent with the financial statements of Ferrovie dello Stato Italiane SpA as of 31 December 2025. Moreover, in our opinion, the directors’ report and the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998 are prepared in compliance with the law.

7 of 8

Separate Financial Statements at 31 december 2025

487

With reference to the statement referred to in article 14, paragraph 2, letter e-ter), of Legislative Decree 39/2010, issued on the basis of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have nothing to report.

Rome, 17 April 2026 PricewaterhouseCoopers SpA Signed by Luigi Necci (Partner)

8 of 8

488

Ferrovie dello Stato Italiane Group

Separate Financial Statements at 31 december 2025

489

REPORT OF THE BOARD OF STATUTORY AUDITORS

(Translation from the Italian original which remains the definitive version) The Board of Statutory Auditors

Report of the Board of Statutory Auditors

MEETING OF SOLE-SHAREHOLDER COMPANY FERROVIE DELLO STATO ITALIANE SpA PURSUANT TO ARTICLE 2429, PARAGRAPH 2, OF THE ITALIAN CIVIL CODE To the Sole Shareholder of Ferrovie dello Stato Italiane SpA INTRODUCTION Dear Shareholder,

this Report, prepared pursuant to Article 2429, paragraph 2, of the Italian Civil Code, describes the supervisory work performed by the Board of Statutory Auditors of Ferrovie dello Stato Italiane SpA during the 2025 financial year in compliance with the rules of conduct recommended by the Italian Accounting Profession (Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili). The current composition of the Board of Statutory Auditors, appointed for three financial years, until the Sole Shareholder’s Meeting convened to approve the 2024 financial statements, and currently operating under an extension of term regime, was set by the resolution it passed on 3 May 2022, appointing the Standing Statutory Auditors Rosalba Cotroneo (Chairwoman), Sergio Duca and Marino Marrazza, and the Alternate Statutory Auditors Letteria Dinaro and Francesco Tulimieri. In consideration of the status of Public Interest Entity (PIE) of Ferrovie dello Stato Italiane SpA (hereinafter also referred to as “FS SpA” or “FS”), the members of the Board of Statutory Auditors of the Parent Company also act as members of the “Internal Control and Audit Committee” under Article 19 of Legislative Decree no. 39 of 2010, with responsibility for monitoring financial reporting, the efficacy of the internal control, internal audit and risk management systems, the statutory audit of accounts and, finally, the independence of the audit firm, particularly with respect to the type of services, other than auditing, if any, provided to the audited company. The accounting control and statutory audit work is entrusted to the independent auditors PricewaterhouseCoopers SpA (hereinafter also referred to as “PwC”), which issued its Report on SoleShareholder company Ferrovie dello Stato Italiane SpA’s separate financial statements at 31 December 2025 on 17 April 2026, in accordance with Article 14 of Legislative Decree no. 39 of 27 January 2010 and Article 10 of Regulation (EU) No 537 of 16 April 2014, which did not include any auditor’s remarks or emphasis of matter paragraph, and whereby the following opinion was expressed: “[...] the financial

531

490

Ferrovie dello Stato Italiane Group

statements give a true and fair view of the financial position of the Company as of 31 December 2025, and of the result of its operations and cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and adopted by the European Union, as well as with the regulations issued to implement Article 9 of Legislative Decree no. 38 of 2005.” The draft financial statements for the financial year ended 31 December 2025 of Sole-Shareholder company Ferrovie dello Stato Italiane SpA, which are submitted for your attention, were approved by the Board of Directors at its meeting held on 2 April 2026, and were made available to the Board within the time limit prescribed by law. 1. Supervisory activities pursuant to Articles 2403 and ff. of the Italian Civil Code

During 2025, we performed our supervisory duties as required by law and in compliance with the code of conduct for boards of statutory auditors recommended by the Italian Accounting Profession (Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili). We supervised compliance with the law and the Articles of Association, the observance of the principles of proper administration and, in particular, the adequacy of the organisational, administrative and accounting structure adopted by the Company and its actual operation while ensuring, together with the other Parent Company Bodies, ongoing control of the proper application of the principles of corporate governance. As noted in the Corporate Governance Report, the Board of Directors’ meeting of FS held on 21 March 2025 approved the issuance of the new Group Governance Model in accordance with the FS Group Rules. A structure has therefore been established, replacing the previous one, which was organised into four Business Segments, and providing for the identification of the following Business Units (BUs): i

Infrastructure – Railways BU headed by Rete Ferroviaria Italiana SpA;

Infrastructure – Roads BU headed by Anas SpA;

iii

Transport – Freight BU headed by FS Logistix SpA;

Transport - International Passengers BU headed by FS International SpA;

Transport – Passengers BU headed by Trenitalia SpA.

The aforementioned companies are qualified as “Business Unit Lead Companies.” In compliance with the regulations in force and without prejudice to the full operational, organisational and risk management autonomy of the direct and indirect subsidiaries, FS performs functions of strategic guidance, supervision, and implementation and financial coordination of the common business design of the Group, and carries out management and coordination activities with respect to the BU Lead Companies and of the other Companies that are directly controlled by FS. Each BU Lead Company carries out technical and operational coordination and control over its subsidiaries. The new organisational structure aims to achieve a shift from a mixed approach (performance of management and coordination on both a participatory and contractual basis) to a “vertical” approach on a participatory basis only concerning management and coordination activities within the Group.

532

Separate Financial Statements at 31 december 2025

491

This structure is also completed with “shared services” companies (among them, Ferservizi SpA, Fercredit SpA, FSTechnology SpA, FS Security SpA and FS Energy SpA), which are directly controlled by FS SpA. During 2025, the members of the Board of Statutory Auditors met a total of 21 times, including 7 joint meetings with the Control and Risk Committee in order to facilitate the exchange of information between persons with key responsibilities in the areas of internal control and auditing. The Court of Auditors’ Magistrate, as appointed to control financial management pursuant to Article 12 of Law no. 259 of 21 March 1958, was invited to attend all our meetings. The members of the Board of Statutory Auditors also attended the meetings of the Control and Risk Committee, the Governance, Appointments and Remuneration Committee, and the Sustainability Committee, as stipulated in the respective Rules of the Committees. During 2026 and up to the date of issuance of this report, the Board of Statutory Auditors held 10 meetings, 4 of which were held jointly with those of the Control and Risk Committee. We provide the following information with respect to the work we performed. During 2025, the members of the Board of Statutory Auditors attended the Sole Shareholder's Meeting held on 26 May 2025, during which, pursuant to Article 2364, paragraph 1, of the Italian Civil Code, there was the approval of the Annual Financial Report for the 2024 financial year, in ordinary session, and, of the amendment to FS SpA’s Articles of Association to bring them into line with the Group’s new governance system, in extraordinary session. At the same time, they attended the Shareholders’ Meetings convened to pass resolutions on the appointment of the Board of Statutory Auditors pursuant to Article 2364, 1^, paragraphs 2 and 3, of the Italian Civil Code; however, the Shareholder did not proceed with the appointment of the members of the new body, with the result that the current Board of Statutory Auditors continued to operate under an extension of term regime. All the members of the Board of Statutory Auditors, and in a few isolated cases, some members in its representation, attended all 13 meetings of the Board of Directors, and all 11 meetings of the Control and Risk Committee (7 of which were held jointly with the meetings of the Board of Statutory Auditors), all 9 meetings of the Governance, Appointments and Remuneration Committee, and all 9 meetings of the Sustainability Committee. We also took part in Induction sessions on specific topics targeted at directors and statutory auditors, particularly in the matter of Governance Model and Vertical integration Transactions. During 2026, all the members of the Board of Statutory Auditors, and in a few isolated cases, some members in its representation, also attended 3 meetings of the Board of Directors, 4 meetings of the Control and Risk Committee (3 of which were held jointly with the meetings of the Board of Statutory Auditors), 5 meetings of the Governance, Appointments and Remuneration Committee, and 3 meetings of the Sustainability Committee. We also took part in Induction sessions on specific topics addressed to directors and statutory auditors, particularly in the area of Governance,

533

492

Ferrovie dello Stato Italiane Group

the new Group Rules, and Roles and Relationships between governing and supervisory bodies regarding compliance pursuant to Legislative Decree no. 231 of 2001. The Board of Directors’ and the Board Committees’ meetings in which we participated were held in compliance with the rules of the relevant legislation, regulations and articles of association governing their operation. During the board meetings, we met our obligations to periodically report to the Board of Directors and the Board of Statutory Auditors as prescribed by Article 2381 of the Italian Civil Code. We received information from the governing body, with adequate prior notice and even during the meetings held, about the general performance of operations and their outlook, as well as the Company’s and its subsidiaries’ most significant transactions in terms of size or characteristics. We met with the statutory auditors of the lead companies of Business Units for the exchange of information pursuant to Article 2403-bis of the Italian Civil Code, from which we obtained assessments of the general adequacy of their internal control systems, and no relevant facts or information were noted at these meetings, which should be disclosed in this report. We held periodic meetings with the independent auditors, with whom we promptly shared data and information relevant for the performance of our supervisory work. With respect to our duties to supervise the independence of the audit firm, we performed the following work, in our role as members of the Internal Control and Audit committee: -

We verified and monitored the independence of the audit firm pursuant to Articles 10, 10-bis, 10ter, 10-quater and 17 of Legislative Decree no. 39 of 27 January 2010, and Article 6 of Regulation (EU) No 537 of 16 April 2014, even with specific regard to the adequacy and the absence of any cause of incompatibility of the provision of non-audit services;

We approved the non-audit engagements to the audit firm and its network, and received periodic reports from company units concerning the monitoring of compliance with the limits on the fees that can be paid for non-audit engagements as required by the applicable company procedures;

We noted that PwC SpA had confirmed its independence under Article 6.2.a) of Regulation (EU) No 537 of 16 April 2014 in the additional Report provided pursuant to Article 11 of the same Regulation.

Consequently, we have nothing to report with respect to the independence of the audit firm, PwC SpA, based on the documentation and information we received. We met with the Heads of the company functions that make up the Internal Control and Risk Management System (ICRMS) and, in generally referring to the Annual Financial Report, we have nothing to disclose in this report based on the information we obtained. We met with the Data Protection Officer, who reported on the work performed during 2025, and then held an introductory meeting with the newly-appointed DPO in March 2026 to receive the first disclosures.

534

Separate Financial Statements at 31 december 2025

493

We also met with the head of the internal control system, receiving reports on the related activities that had been carried out. During the year, we also received information and updates from the Security Manager and the Risk & Compliance Manager, regarding the work performed in their area of responsibility, including that in the matter of anti-corruption. Even with support from the Technology Manager, the Board of Statutory Auditors received disclosures on the safeguards put in place by the company in the field of cybersecurity. We also acknowledge that the Control and Risk Committee has positively evaluated the Company's Internal Control and Risk Management system with respect to its size and characteristics. We met with the members of the Supervisory Board, and received information regarding the work performed during the year on the relevant issues for the purposes of the Internal Control and Risk Management System, and reviewed its Report for 2025, from which no critical issues emerged which should be noted in this report. With specific regard to the Organisational, Management and Control Model and the procedural safeguards put in place under Legislative Decree no. 231 of 2001, we received adequate information, including from the company units concerned, about the work performed during the 2025 financial year, and the work to update the Organisational, Management and Control Model under Legislative Decree no. 231 of 2001, approved by the Board of Directors on 28 February 2025, in light of changes in legislation and internal organisational changes related to the internal control and risk management system. Furthermore, on 24 February 2026, the Board of Directors approved the update to the Organisational, Management, and Control Model under Legislative Decree no. 231 of 2001. We also met with the members of the Ethics Committee to get an update on the work performed during 2025, and received confirmation that there were no critical issues to be submitted to the control body with regard to the year under review. We received information regarding the issuance of the updated Code of Ethics in February 2026. We gathered information about, and monitored the adequacy of the organisational, administrative and accounting structure, as well as its actual operation, including by gathering information from the heads of functions. We also gathered information about, and monitored, insofar as we are concerned, the adequacy and actual functioning of the administrative and accounting system, as well as its reliability in properly representing operations through the information obtained from the heads of functions and the examination of company documents. The Board has verified that the Company has fulfilled its Sustainability Reporting obligations under Legislative Decree no. 125 of 6 September 2024, which implements Directive (EU) no. 2464 of 14 December 2022 on corporate sustainability reporting (Corporate Sustainability Reporting Directive, CSRD), and received updates on Double Materiality.

535

494

Ferrovie dello Stato Italiane Group

We did not identify any atypical and/or unusual transactions with third and/or related parties, neither during the 2025 financial year nor after the reporting date. Specifically, the ordinary transactions carried out on an arm’s length basis with Group companies and other related parties, which are described in the financial report, reflect and are in line with the Company’s interests. Among the main events that occurred during 2025, we note, in particular, the following facts of major significance in chronological order: - the Board of Directors of FS has approved the new Group Governance Model On 21 March 2025, the Board of Directors of FS SpA approved the new Group Governance Model, in accordance with the Strategic Plan 2025-2029. A business structure has been established which provides for the identification of the following Business Units (BUs) with related “Lead Companies”: (i) Infrastructure – Railways BU headed by RFI; (ii) Infrastructure – Roads BU headed by Anas; (iii) Transport – Freight BU headed by FS Logistix; (iv) Transport - International Passengers BU headed by FS International; and (v) Transport – Passengers BU headed by Trenitalia. In compliance with the regulations in force and without prejudice to the full operational, organisational and risk management autonomy of the direct and indirect subsidiaries, FS performs functions of strategic guidance, supervision and implementation and financial coordination of the common business design of the Group and carries out management and coordination activities – only on a participatory basis, and not also on a contractual basis, as envisaged in the previous model - with respect to the BU Lead Companies and the other companies that are directly controlled by FS. Each BU Lead Company carries out technical and operational coordination and control vis-à-vis its subsidiaries. In order to align the organisational structure of the FS Group with the new Governance Model, the following major extraordinary transactions were carried out in 2025: • On 6 May 2025, the Extraordinary Shareholders’ Meeting of Trenitalia SpA approved a capital increase from Euro 1,607 million to Euro 1,655 million (thus for a total amount of Euro 48 million) through the issuance of 96,452 ordinary shares, fully paid-up through the parent company FS SpA’s contribution of the entire investment held in Busitalia Sita Nord Srl, equal to 100% of the related quota capital; • On 8 May 2025, the Extraordinary Shareholders’ Meeting of RFI SpA approved a capital increase from Euro 31,528 million to Euro 31,536 million (thus for a total amount of Euro 8 million) through the issuance of 8,047,399 ordinary shares, fully paid-up through the parent company FS SpA’s contribution of the entire investment held in FS Engineering SpA (formerly Italferr SpA), equal to 100% of the related share capital; • On 23 October 2025, the deed of partial demerger of Trenitalia in favour of FS International was signed through the assignment of the International Business Unit, consisting, among other things, of the investments held in ILSA, Trenitalia France, Trenitalia UK, Qbuzz/QMS, Netinera, and Hellenic Train;

536

Separate Financial Statements at 31 december 2025

495

• On 16 June 2025, a deed was entered into for the merger of Grandi Stazioni Immobiliare SpA by incorporation into FS Sistemi Urbani SpA. The extraordinary transaction is in line with the Group’s Strategic Plan and is part of the ongoing process of concentrating non-core real estate assets in FSSU; • On 5 August 2025, the Deed was signed for the partial demerger of FSTechnology in favour of FS Security, which involved the transfer of the Cyber Business Unit, focusing on Cyber Security Solutions and Operations, with the aim of protecting the FS Group, with effect for legal and accounting purposes as from 1 September 2025. - Mercitalia Logistics: change in company name and capital increase On 7 April 2025, the Shareholders’ Meeting of Mercitalia Logistics SpA approved the change in the company name to FS Logistix SpA. -

Subsequently, on 19 May 2025, the Extraordinary Shareholders’ Meeting approved an increase in the share capital by an amount of Euro 2.45 million, which is in addition to that already approved by the Shareholders’ Meetings held on 20 December 2022 and 31 May 2023, thereby bringing the maximum amount of the company’s authorised capital increase to Euro 606.5 million.

Completion of the sale of the investments held by Anas SpA

On 15 April 2025, the sale of the investments held by Anas SpA in the concessionary companies Concessioni Autostradali Venete – CAV, Autostrada Asti – Cuneo, Società Italiana per Azioni per il Traforo del Monte Bianco – SITMB and Società Italiana Traforo Autostradale del Fréjus – SITAF was finalised for a total amount of Euro 342 million, equal to the net book value of those investments recorded in the 2024 financial statements of Anas SpA, in accordance with the procedure set forth in Decree Law no. 155 of 19 October 2024, as converted with amendments into Law no. 189 of 9 December 2024 (“Fiscal Decree”), -

Contract renewal

On 22 May 2025, agreements were signed to renew the National Collective Labour Agreement for Mobility/Railway Operations and the FS Italiane Group Company Agreement, covering the threeyear period from 2024 to 2026. -

FS Energy SpA

On 17 July 2025, FS Energy SpA was established as a wholly-owned company of FS SpA, with the task of managing energy activities on behalf of all Group companies, entailing the consequent and consistent need to consolidated all resources, operations, assets, and contracts in the energy sector within FS Energy, with specific provision for the transfer of the Energy Business Unit of RFI. On 18 December 2025, the deed of partial demerger of RFI in favour of FS Energy was entered into with legal, accounting, and tax effects from 1 January 2026. Furthermore, during 2025, the Board of Statutory Auditors:

537

496

Ferrovie dello Stato Italiane Group

- received information on the main disputes in which the Company and the Group are involved, and we further analysed those that were the most significant with the support of the company functions concerned; for further details, please refer to the section on “Other Information” of the Directors’ Report; - gathered information from the Heads of the main company units, both directly during their meetings and by attending the meetings of the Board committees; - issued: i)

2 reasoned proposals pursuant to Article 13 of Legislative Decree no. 39 of 2010 regarding additional fees to be paid to the Independent Auditors.

During 2025, no complaints were received from shareholders pursuant to Article 2408 of the Italian Civil Code, nor was it necessary to intervene due to omissions by the governing body pursuant to Article 2406 of the Italian Civil Code. The Board of Statutory Auditors, as part of the financial transactions carried out by the Company and described in the Financial Report, certified compliance with the limit imposed by Article 2412 of the Italian Civil Code at the time of the resolution adopted by the Board of Directors: - on 21 March 2025, regarding the annual update of the Euro 12 billion EMTN Programme. Furthermore, following the end of the financial year, the Board of Statutory Auditors certified compliance with the limit imposed by Article 2412 of the Italian Civil Code at the time of the resolution adopted by the Board of Directors: -

on 12 March 2026, regarding the issuance of bonds for a total maximum amount of Euro 5.8 billion, consisting of bonds to be issued under the EMTN Programme of FS.

Furthermore, for 2025, we note that: - we did not make any reports to the governing body pursuant to and for the purposes of Article 15 of Decree Law no. 118 of 2021, or Article 25-octies of Legislative Decree no. 14 of 12 January 2019; - we did not receive any reports from public creditors pursuant to and for the purposes of Article 25-novies of Legislative Decree no. 14 of 12 January 2019, or Article 30-sexies of Decree Law no. 152 of 6 November 2021, as converted into Law no. 233 of 29 December 2021, as amended; - we did not receive any reports from the entity responsible for the statutory audit of accounts, pursuant to and for the purposes of Article 25-octies of Legislative Decree no. 14 of 12 January 2019. During our supervisory work, as described above, no other significant facts emerged which would require mention in this report. 2. FS SpA Separate and Group consolidated financial statements The Board of Statutory Auditors notes that the Draft Integrated Report of the FS Group, approved by the Board of Directors at the meeting held on 2 April 2026, consists of the 2025 Annual Financial

538

Separate Financial Statements at 31 december 2025

497

Report, which includes the Consolidated and Separate Financial Statements of Ferrovie dello Stato Italiane S.p.A., as well as the Directors’ Report. The latter complies with the provisions of the Italian Civil Code and specifically applicable regulations, as well as with the provisions of Legislative Decree no. 125 of 6 September 2024, which implements Directive (EU) No. 2464 of 14 December 2022 on Corporate Sustainability Reporting (CSRD). We examined the draft separate financial statements at 31 December 2025, which show a profit for the year of Euro 99,846,078, and equity of Euro 40,722,288,845. Since we are not required to perform the statutory audit work, we supervised the general presentation of the financial statements, as well as their compliance with law with regard to their preparation and structure; the responsibility for verifying the consistency with the accounting records lies with the entity responsible for the statutory audit of accounts, which has not reported any matter requiring disclosure in this regard. We also checked their compliance with the provisions of law regarding the preparation of the Directors’ Report, and again in this regard we have nothing to report. In the Annual Financial Report, the Board of Directors has detailed the captions that contributed to the profit for the year and the underlying events. We have checked that the financial statements are consistent with the facts and information known to us. In this regard, as stated in the independent auditors’ report, it emerges that the financial statements for the financial year ended 31 December 2025 have been prepared in accordance with the IFRS issued by the International Accounting Standards Board, and adopted by the European Union in compliance with the Italian regulations governing their preparation. Furthermore, the Independent Auditors have certified that they performed their audit work in accordance with International Standards on Auditing (ISA Italia) prepared pursuant to Article 11 of Decree no. 39 of 2010. Since the Board of Statutory Auditors has not been entrusted with the analytical control of the content of the Sustainability Report, the Board of Statutory Auditors monitored the Directors' compliance with the procedural rules concerning the drafting, approval and publication of the Sustainability Report, establishing its general compliance with the law with regard to its formation and structure, and supervising the process of its preparation. The assurance activities on the Sustainability Report were carried out by the audit firm PwC in application of Articles 8 and 18 of Legislative Decree no. 125 of 2024, on the basis of which the limited assurance engagement of the non-financial statement was assigned by FS S.p.A. until the financial year 2031. On 17 April 2026, the independent auditors issued an unqualified opinion on the outcome of the limited assurance engagement, carried out in accordance with the Standard on Sustainability Assurance Engagements - SSAE (Italia), concerning the information relating to sustainability reporting under Article 4 of Legislative Decree no. 125 of 2024 and that required by Article 8 of Regulation (EU) No. 852/2020 of the European Parliament and of the Council of 18 June 2020. In

539

498

Ferrovie dello Stato Italiane Group

particular, the audit firm stated that: “Based on the procedures performed, nothing has come to our attention that causes us to believe that: •

the consolidated sustainability report of the Ferrovie dello Stato Italiane Group for the year ended 31 December 2025 is not prepared, in all material respects, in accordance with the reporting criteria adopted by the European Commission pursuant to Directive (EU) 2013/34/EU (European Sustainability Reporting Standards, [...]);

•

the information set out in the section on “Disclosure pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)” of the consolidated sustainability report is not prepared, in all material respects, in accordance with Article 8 of Regulation (EU) 852/2020.

In their report, the independent auditors have indicated the recoverability of the value of equity investments in subsidiaries as a key matter in auditing the separate financial statements. In particular, with regard to the investment in the subsidiary Anas SpA, the configuration of recoverable value used by the Company is the value in use calculated by discounting the cash flows of the 2025-2052 economic and financial plan (hereinafter also the “Plan”), approved by the Board of Directors of Anas SpA on 5 March 2025, to which a terminal value was added, equal to the Regulatory Net Invested Capital at the end of the Concession. The Plan flows were considered for an explicit period until 2052, by assuming the extension of the Concession which is currently due to expire on 31 December 2032. To the extent of our knowledge, the Directors did not apply any of the exceptions permitted by Article 2423.5 of the Italian Civil Code during the preparation of the financial statements. Pursuant to Article 154-bis of Legislative Decree no. 58 of 1998, in a specific Report attached to the draft separate financial statements and the consolidated financial statements for 2025, the CEO and the Officer in charge of Financial Reporting have attested to: - the adequacy and actual application of the administrative and accounting procedures for the preparation of the aforesaid financial statements; - the compliance of the financial statements with the applicable international accounting standards endorsed by the European Union pursuant to Regulation (EC) No 1606/2002; - the consistency of the financial statements with the accounting ledgers and records, and their adequacy in giving a true and fair view of the financial position, results of operations and cash flows of the Company and of consolidated companies; - the fact that the directors’ report, accompanying the financial statements, provides a reliable analysis of the performance and results of operations, as well as of the financial position of the Company and the consolidated companies, together with a description of the main risks and uncertainties to which they are exposed; - the Consolidated Sustainability Report, included in the Directors’ Report, has been prepared in accordance with the reporting standards applied pursuant to Directive 2013/34/EU of the

540

Separate Financial Statements at 31 december 2025

499

European Parliament and of the Council of 26 June 2013, and Legislative Decree no. 125 of 6 September 2024; - the Consolidated Sustainability Report has been prepared according to the specifications adopted pursuant to Article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020. The Board of Statutory Auditors established that the aforementioned Certifications, jointly signed by the Chief Executive Officer and the Officer in charge of Financial Reporting, had been issued without any significant issue on the separate financial statements of FS S.p.A. and the consolidated financial statements of the Ferrovie dello Stato Italiane Group and on the Consolidated Sustainability Report as at 31 December 2025, presented to the Board of Directors of the Holding Company at the meeting held on 2 April 2026. Although we are not required to issue a report or provide a formal opinion on the Group consolidated financial statements, which is the responsibility of the independent auditors, we report that: -

the consolidated financial statements show a net profit for the year of Euro 30 million, and equity of Euro 41,798 million;

according to the independent auditors’ report, the consolidated financial statements have been prepared in accordance with the IFRS Accounting Standards as issued by the International Accounting Standards Board and adopted by the European Union in compliance with the Italian regulations governing their preparation. In addition, the Independent Auditors have certified that it conducted the audit in accordance with the International Standards on Auditing (ISA Italia) drawn up pursuant to Article 11 of Decree no. 39 of 2010.

PwC SpA’s report issued pursuant to A rticle 14 of Legislative D ecree no. 39 of 2010 is not qualified and contains no emphasis of matter paragraphs.

The independent auditors highlighted the following key audit matters in their report on the consolidated financial statements: -

Recoverability of intangible assets of ANAS S.p.A.;

Calculation of depreciation of the railway infrastructure;

Determination of the provisions for risks and charges – suppliers’ claims for additional fees.

The following significant events occurred after 31 December 2025 and are disclosed in the annual report: -

On 13 January 2026, Trenitalia SpA completed a capital increase of Euro 30 million, which was fully subscribed to and paid up by the sole shareholder FS SpA, through the issuance of new shares. This increase is aimed at providing the necessary funds for the recapitalisation of Busitalia Sita Nord Srl as part of the acquisition of the City Sightseeing Italy Group. At the same time, Trenitalia subscribed to the capital increase of Busitalia Sita Nord Srl, which also

541

500

Ferrovie dello Stato Italiane Group

amounted to Euro 30 million, as partial coverage of the purchase price for the equity investments of the City Sightseeing Italy Group, totalling Euro 75 million. These transactions are consistent with the intermodal development strategies of the FS Group. -

On 18 January 2026, a railway accident occurred near Adamuz (Spain), which involved a highspeed Iryo train (operated by ILSA, a company that is 51% owned by FS International), and an Alvia train (operated by Renfe), for which the Spanish authorities are currently investigating the causes.

On 4 February 2026, there was the incorporation of FS Fabbrica Italiana Treni SpA (FS FIT). On 20 February 2026, the Shareholders’ Meeting of FS FIT approved the proposal to increase the share capital towards the sole shareholder FS SpA for Euro 5 million, and to make a capital contribution (available reserve) for Euro 40 million, aimed at acquiring the business unit of Titagarh-Firema SpA, a company engaged in the design and manufacture of railway vehicles, which was completed on 4 March 2026.

The Board of Statutory Auditors also notes that no events occurred after the reporting date of the financial statements with regard to the consolidated financial statements. 3. Conclusions After considering the results of the activities performed and the opinion expressed in the Independent Auditors’ Report, and having acknowledged the Certifications issued by the Officer in charge of Financial Reporting responsible for the preparation of accounting documents and sustainability reporting, insofar as we are concerned, we agree with the proposed approval of the draft financial statements of Ferrovie dello Stato Italiane SpA as at and for the year ended 31 December 2025, as submitted by the Board of Directors to the Sole Shareholder’s Meeting, and the proposal for the allocation of the result for the financial year submitted by the directors. Rome, 17 April 2026 THE BOARD OF STATUTORY AUDITORS Rosalba Cotroneo

(Chairwoman)

Sergio Duca

(Standing Statutory Auditor)

Marino Marrazza

(Standing Statutory Auditor)

542

Separate Financial Statements at 31 december 2025

501

502

Ferrovie dello Stato Italiane Group

Separate Financial Statements at 31 december 2025

503

Edited by Administration, Finance & Control Creative and Editorial Coordination Comunicazione e Relazioni Esterne di Gruppo – Prodotti Editoriali

via A. Gramsci, 19 - 81031 Aversa (CE) May 2026 edition

fsitaliane.it