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Corporate events and Group structure

2009 was characterised by continued rationalisation of the Group's structure, which led to the sale or liquidation of 11 investee companies, the acquisition of equity investments in 8 companies and 4 contribution-in-kind transactions as well as 12 merger / spin-off transactions. During 2008, 6 investee companies were sold or liquidated, 6 companies in liquidation were deleted from the Register of Companies and there was 1 merger by incorporation of Ambiente 3000 Srl into Frullo Energia Ambiente Srl.
The main corporate M&A transactions which took place during 2009 are described below:

Hera Energie Rinnovabili Spa
On 1 January 2009, the transfer of two business branches for the production of electricity from renewable sources from Hera Spa to Hera Energie Rinnovabili Spa became effective. The latter company operates in the field of development, realisation and operation of electric power plants from renewable sources and similar. By means of this transaction, the share capital went from euro 120,000 to euro 1,832,000.

Famula on-Line Spa
On 15 January 2009, Hera Spa acquired from Engineering Spa 40% of the share capital of Famula on-line Spa, a company operating in organisation, planning, production, marketing and consulting in the field of data processing and telematics. By means of this transaction, Hera Spa  became the Sole Shareholder of Famula on-line Spa

Pri.ge.a.s. Srl / Hera Spa
On 8 May 2009 Hera Spa acquired from the City of Prignano sulla Secchia 51% of the share capital of Pri.ge.a.s. Srl, a company operating in the field of gas distribution and management of the entire cycle of energy resources, primarily in the territory of the City of Prignano sulla Secchia, and thereby became the Sole Shareholder of the company. Subsequently, effective 31 December 2009, the merger by incorporation of Pri.ge.a.s. Srl in Hera Spa was completed.  There were no changes to the latter's share capital as a result of this transaction.

Ecosfera Spa / Akron Spa
On 3 June 2009, Hera Spa transferred to its subsidiary Akron Spa 100% of the share capital of Ecosfera Spa, a company established to collect and dispose of industrial and civil waste, including managing plants for the storage, treatment, disposal and incineration of wastes. Subsequently, Ecosfera Spa was merged by incorporation in Akron S.p.A, effective 31 December 2009.

Recupera Srl / Herambiente Srl (formerly Ecologia Ambiente Srl)
Effective 1 July 2009, the merger by incorporation of Recupera Srl, a company providing technical consulting in the areas of ecology, chemistry and agriculture and the performance of related analyses, into Herambiente Srl, formerly Ecologia Ambiente Srl, was completed. By means of this transaction, the share capital of Herambiente Srl increased from euro 23,780,000 to Euro 36,000,000.

Herambiente Srl (formerly Ecologia Ambiente Srl)

Also effective 1 July 2009, at the same time as the merger of Recupera Srl into Herambiente Srl, the Sole Shareholder Hera Spa completed the contribution in kind of its business branch containing the assets and equity investments of the Waste Management Division of Hera Spa to Ecologia Ambiente Srl, a company operating in the waste management sector. The contribution included equity investments held in Asa Spa, Feronia Srl, Frullo Energia Ambiente Srl, GAL.A Spa, Nuova Geovis Spa, Refri Srl, Romagna Compost Srl and Sotris Spa. By means of this transaction, the share capital of Ecologia Ambiente Srl went up from Euro 36,000,000 to Euro 271,148,000. The company also changed its name into Herambiente Srl

Akron Spa
On 10 July 2009, Hera Spa transferred to its subsidiary Herambiente Srl its entire equity investment in Akron Spa, a company active in integrated waste management, equal to 57.50% of the share capital.

Gastecnica Galliera Srl / Hera Spa
Effective 15 July 2009, the merger by incorporation of Gastecnica Galliera Srl, a company distributing methane gas and other gases, into Hera Spa was completed. This transaction costs caused no changes in the authorised share capital of Hera Spa , inasmuch as Gastecnica Srl was already wholly owned by Hera.

Hera Rete Modena Srl / Hera Spa
Effective 15 July 2009, the merger by incorporation of Hera Rete Modena Srl, a company selling and distributing electricity, into Hera Spa was completed. This transaction caused no changes in the authorised share capital of Hera Spa, inasmuch as Hera Rete Modena Srl was already wholly owned by Hera.

Marche Multiservizi Spa
Effective 1 July 2009, the authorised share capital of Marche Multiservizi Spa , a company providing energy waste management services, was increased from Euro 13,055,799 to euro 13,450,012, by a contribution in kind from the new member, Comunità Montana Alto e Medio Metauro, consisting of its business branch handling landfill and composting plants.
The equity investment held by Hera Spa  dropped from 41.87% to 40.64%.

Acantho Spa
On 14 October 2009, Hera Spa acquired 2,602,648 shares of Acantho Spa from Infracom Italia Spa, a telecommunications company, bringing its total to 10,848,706 shares, corresponding to 62.436% of the share capital.

Satcom Spa
On 14 October 2009, Hera Spa acquired 3,000 shares of Satcom Spa from Infracom Italia Spa, a telecommunications company, bringing its total to 12,500 shares, corresponding to 62.5% of the share capital.

Aimag Spa
On 10 November 2009, Hera Spa acquired 16,894,420 ordinary shares of Aimag Spa from the Shareholders Municipalities of Aimag Spa, a multiutility in the province of Modena and Mantova. These ordinary shares correspond to 25% of the share capital of the company, represented by ordinary shares.

Hera Spa
The Hera Spa Shareholders’ Meeting of 21 October 2009 passed a resolution to increase share capital, from euro 1,032,737,702 to euro 1,115,013,754, or euro 82,276,052, by issuing 82,276,052 new ordinary shares, reserved exclusively for the Shareholders Municipality of Ferrara, Holding Ferrara Servizi Spa, Con.Ami and Area Asset Spa, effective 1 December 2009.  The transaction consisted of a contribution in kind, consisting of the equity investment in Agea Reti Srl, for the stake held by the Municipality of Ferrara and Holding Ferrara Servizi Srl, for the gas distribution and district heating business units held by Con.Ami and the gas distribution business unit held by Area Asset.

Agea reti Srl
On 1 December 2009, following the effects of Hera Spa’s aforementioned share capital increase from euro 1,032,737,702 to euro 1,115,013,754, Hera Spa increased its equity investment from 39.72% to 100% in the share capital of Agea Reti Srl, a company providing management of gas networks in the province of Ferrara. The company is expected to be merged by incorporation in Hera during 2010.

Sotris Spa
On 23 December 2009, Hera Spa acquired from Petrokan Spa 225,000 shares in Sotris Spa, a waste management company, corresponding to 5% of the share capital.

Territorial Operating Companies / Hera Spa / Hera Comm Srl
Effective 31 December 2009, the total spin-off of the Territorial Operating Companies (Hera Bologna Srl, Hera Ferrara Srl, Hera Forlì-Cesena Srl, Hera Imola-Faenza Srl, Hera Modena Srl, Hera Ravenna Srl and Hera Rimini Srl), all fully owned by Hera Spa, was completed, with their entire equity being assigned to the beneficiary companies Hera Spa, for the operations management business units, and Hera Comm Srl, for the customer management business units.
This transaction caused no changes in the share capital of Hera Spa and Hera Comm Srl and resulted in the extinction of the Territorial Operating Companies.

Other transactions

Other transactions involving Hera Group companies were carried out during 2009:

Consorzio Akhea
On 19 October 2009, Herambiente Srl and Akron Spa established Consorzio Akhea, for the purpose of environmental recovery and decontamination of industrial sites and civil areas, in which the two companies hold 51% and 49% respectively of the consortium fund.

Acantho Spa / Satcom Spa
On 23 December 2009, Satcom Spa, a telecommunications company, signed a contract to lease Acantho Spa, with effective date 1 January 2010. Satcom is expected to be merged by incorporation in Acantho during 2010.

 
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