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Corporate events and significant events after the end of the half-year

Corporate events

In the first half of 2012 the Group continued to rationalise its corporate structure. This involved selling/liquidating six companies, removing four companies from the Companies Register, terminating one company, making four new equity investments, establishing two new companies, increasing equity investments in one subsidiary, as well as one merger operation which led to the termination of four companies.

In 2011 the corporate streamlining already involved liquidating two companies, removing five companies from the Companies Register, terminating two companies and increasing equity investments in two subsidiaries, as well as three mergers/transformations.

The main M&A transactions were as follows:

Feronia S.r.l.

On 31 January 2012, Herambiente S.p.A. acquired from Sorgea S.r.l. an additional 30% of the share capital of Feronia S.r.l., a company operating in the waste management sector, taking its stake to 70%.

Sviluppo Ambiente Toscana S.r.l. - Q.tHermo S.r.l.

On 7 February 2012, following the awarding of the contract put out to tender by Quadrifoglio S.p.A. for the construction of the Florence WTE plant, Hera S.p.A. and Herambiente S.p.A. constituted the company named Sviluppo Ambiente Toscana S.r.l., with the corporate objectives to develop, design and implement interventions and investments pertaining to waste management services, in which they respectively hold 95% and 5% of the share capital.

Under the scope of the same transaction, on 16 May 2012, Sviluppo Ambiente Toscana S.r.l. and Quadrifoglio S.p.A. established Q.tHermo S.r.l., a company for the design, construction and management of the Sesto Fiorentino waste-to-energy plant, in which they, respectively, hold 40% and 60% of the share capital.

Amon S.r.l.

On 8 February 2012, Hera Energie Rinnovabili S.p.A. acquired the entire share capital of Amon S.r.l., a company owning a photovoltaic plant situated in the Municipality of Copparo (FE).

Esole S.r.l.

On 8 February 2012, Hera Energie Rinnovabili S.p.A. acquired the entire share capital of Esole S.r.l., a company owning a photovoltaic plant situated in the Municipality of Alfianello (BS).

Juvi Sviluppo Italia - 02 S.r.l.

On 1 March 2012, Hera Energie Rinnovabili S.p.A. acquired the entire share capital of Juvi Sviluppo Italia – 02 S.r.l., a company owning a photovoltaic plant situated in the Municipality of Petriolo (MC).

CTG RA S.r.l.

On 8 March 2012, Hera Energie Rinnovabili S.p.A. acquired the entire share capital of CTG RA S.r.l., a company owning a photovoltaic plant situated in the Municipality of Faenza (RA).

Dyna Green S.r.l.

On 13 March 2012, Hera Trading S.r.l. sold its entire equity investment in Dyna Green S.r.l., a company operating in the area of research and development into hydrocarbon sources of supply, equal to 33% of the share capital.

As a result of this transaction Hera Trading S.r.l. was no longer part of the corporate structure of Dyna Green S.r.l.

Amon S.r.l. - Esole S.r.l. - Juvi Sviluppo Italia - 02 S.r.l. - CTG RA S.r.l.

On 28 June 2012, the merger by incorporation of Esole S.r.l., Amon S.r.l., Juvi Sviluppo Italia - 02 S.r.l. and CTG RA S.r.l. (all companies operating in the sector of renewable energy) into Hera Energie Rinnovabili S.p.A., already the sole shareholder of the incorporated companies, was completed.

Significant events after the end of the half-year

Hera Servizi Cimiteriali S.r.l. – Hera Servizi Funerari S.r.l. – Herasocrem S.r.l.

Under the scope of the project for the disposal of funeral and cemetery services, Hera S.p.A. sold the stakes held in Hera Servizi Cimiteriali S.r.l. and in Herasocrem S.r.l., respectively, to the Municipality of Bologna and to Socrembologna S.r.l. The effectiveness of these transactions is subject to the conclusion, expected to be by 31 December 2012, of the public tender issued by the Municipality of Bologna and the consequent selection of a private partner for the management of the cemetery and funeral services.

Acegas APS Holding S.r.l. – Acegas APS S.p.A.

On 25 July 2012, Hera S.p.A. and Acegas APS Holding S.r.l., a company which controls 62.691% of Acegas-APS S.p.A, a multi-utility listed on the Stock Exchange and operating in north-east Italy, signed a framework agreement for the definition of the methods through which to implement an aggregation project. With effect from 1 January 2013, this project specifically involves the merger by incorporation of Acegas APS Holding S.r.l. into Hera S.p.A. and, following the successful merger and when the required authorisation has been obtained, the launch by Hera of an IPO and exchange of all the shares of Acegas-APS S.p.A., with the consequent share capital increase of Hera to be offered, with the exception of the option right, under the scope of the above-mentioned IPO and share swap.