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Corporate events and Group structure

2010 was characterised by continued rationalisation of the Group's structure, which led to the sale or liquidation of 2 investee companies, 4 acquisitions of equity investments, 3 mergers by incorporation and 2 corporate transformations.

The main mergers for rationalisation purposes and M&A that took place during the year, the most significant of which relates to Herambiente Spa, are listed below.

Herambiente Spa

As at 9 December 2010, the transferral of 25% of the transfer of the share capital of Herambiente Spa to Ambiente Arancione Cooperatief U.A., a subsidiary company of Eiser Global Infrastructure Fund, was concluded.

Eiser, a major European infrastructure fund, has considerable experience in the waste management segment, as it acquired in 2007 an equity investment in Cory Environmental, a company that operates in the UK market which is constructing a waste-to-energy plant in London, among other things.

Eisers addition to Herambiente SpAs shareholding structure, which has a medium/long term investment focus, contributes to reinforcing Herambientes leadership in the environmental and waste disposal sectors.

Hera Comm Marche Srl / Aspes Gas Srl

Effective 1 January 2010, Aspes Gas Srl, wholly owned by Marche Multiservizi Spa, was merged by incorporation in Hera Comm Marche Srl, wholly owned by Hera Comm Srl, the purpose of both of the latter companies being the sale of natural gas and electricity to end customers.

Hera Comm Marche Srls share capital rose to Euro 1,458,332 as a result of the aforementioned merger.

Following this transaction, 48% of the share capital of the company was held by Hera Comm S.r.l and the remaining 52% by Marche Multiservizi Spa

Subsequently, on 2 February 2010, 12% of the share capital of Hera Comm Marche Srl was sold by Marche Multiservizi Spa to Hera Comm Srl. Following this transaction, 60% of the share capital of Hera Comm Marche Srl is held by Hera Comm Srl and the remaining 40% by Marche Multiservizi Spa.

Acef Srl

On 8 April 2010 the Shareholders Meeting of Acef Srl, a company that provides services related to the generation, sale and distribution of electricity, thermal energy and gas, resolved on the voluntary winding-up of the company, which is currently in the liquidation phase.

Isgas Energit Multiutilities Scarl

On 10 June 2010 Hera Spa transferred to Mediterranea Energia Ambiente Spa its entire equity investment equal to 5% of the share capital - in Isgas Energit Multiutilities Scarl, a company operating in the sector of public service concessions of gas production and distribution.

As a result of this transaction, Hera Spa exited the shareholder structure of Isgas Energit Multiutilities Scarl.

Agea Reti Srl

Effective 15 July 2010, the merger by incorporation of Agea Reti Srl, a company managing gas networks in the area of the province of Ferrara, into Hera Spa was completed.

This transaction caused no changes in the share capital of Hera Spa, inasmuch as Agea Reti Srl was already wholly owned by Hera.

ASA Scpa

On 22 July 2010, effective 27 July 2010, the extraordinary shareholders meeting of ASA, a subsidiary of Herambiente Spa which operates in the environmental sector, resolved to transform the company from an Spa to an Scpa.

Satcom Spa / Acantho Spa

Effective 1 September 2010 the merger by incorporation of Satcom Spa into Acantho Spa, a company 62.5% owned by Hera Spa and operating in the telecommunications sector, was concluded.

Enomondo Srl

On 16 December 2010, with effect from 31 December 2010, Herambiente Spa purchased from Caviro Societ Cooperativa Agricola 40% of the share capital of Enomondo Srl, a business that operates in the waste to energy sector. On 16 February 2011, Herambiente Spa purchased from Caviro Societ Cooperativa Agricola a further 10% of the share capital of Enomondo Srl, thus increasing its ownership in this company to 50%.

OTHER TRANSACTIONS

Other transactions also involving Hera Group companies were carried out during 2010:

Ghirlandina Solare Srl

On 19 July 2010, Hera Energie Rinnovabili Spa, a company controlled by Hera Spa, C.P.L. Concordia Soc. Coop. and Ing. Ferrari Spa established Ghirlandina Solare Srl, a company that is active in the design, realization, management and ordinary and extraordinary maintenance of ground mounted photovoltaic systems, of which they hold 33%, 34% and 33% of the share capital respectively.

Hera Servizi Cimiteriali Srl

On 22 December 2010, Hera SpA established Hera Servizi Cimiteriali Srl, a company that provides cemeterial services, of which it holds 100% of the share capital.

 
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