Ascopiave Group. Financial Report As of 31 December Ascopiave Group - Financial Report

Transcription

1 Ascopiave Group Financial Report As of 31 December 2009 Ascopiave Group - Financial Report

2 Ascopiave Group TABLE OF CONTENTS GENERAL INFORMATION...5 DIRECTORS, OFFICERS AND COMPANY INFORMATION... 5 MAIN ECONOMIC AND FINANCIAL DATA OF THE ASCOPIAVE GROUP... 6 ECONOMIC FIGURES...8 PREMISE... 8 THE STRUCTURE OF THE ASCOPIAVE GROUP THE NATURAL GAS MARKET THE NORMATIVE FRAMEWORK Excise duty and VAT Disposition of the AEEG concerning the natural gas distribution and sale segments Disposition of AEEG concerning energy efficiency Efficiency and energy saving obligations ASCOPIAVE S.P.A. SHARE TREND ON THE STOCK EXCHANGE CONTROL OF THE COMPANY SHARES HELD BY DIRECTORS AND AUDITORS TRANSACTIONS WITH RELATED AND AFFILIATED PARTIES DIRECTORS' AND STATUTORY AUDITORS' FEES SIGNIFICANT EVENTS DURING Company operations that took place during the year Sales of natural gas and electrical energy Initiatives in storage Initiatives in the photovoltaic The photovoltaic market in Italy Distribution of natural gas Heat management Efficiency and energy saving OTHER RELEVANT EVENTS HUMAN RESOURCES QUALITY OWN SHARES GROUP OBJECTIVES AND POLICIES AND DESCRIPTION OF RISKS RESEARCH AND DEVELOPMENT ACTIVITIES OTHER INFORMATION List of companies' registered offices Leased offices Safety and protection of personal data OTHER INFORMATION PERFORMANCE INDICATORS COMMENTS ON THE ECONOMIC AND FINANCIAL RESULTS OF THE FINANCIAL YEAR General operational performance - The economic Group results General operational performance Financial situation General operational performance Investments STATEMENT LINKING SHAREHOLDERS' EQUITY AND NET PROFIT OF ASCOPIAVE S.P.A. AND THE CORRESPONDING CONSOLIDATED VALUES AT 31 DECEMBER CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER CONSOLIDATED FINANCIAL STATEMENT CONSOLIDATED BALANCE SHEET CONSOLIDATED INCOME STATEMENT STATEMENT OF CHANGES IN THE CONSOLIDATED SHAREHOLDERS' EQUITY ITEMS OF THE FINANCIAL YEARS CLOSED ON 31 DECEMBER 2009 AND 31 DECEMBER EXPLANATORY NOTES...90 COMPANY INFORMATION THE ACTIVITIES OF THE ASCOPIAVE GROUP DRAFTING STANDARDS ACCORDANCE WITH IFRS STANDARDS Ascopiave Group - Financial Report

3 Ascopiave Group CHANGE OF ACCOUNTING STANDARDS FUTURE CHANGES TO ACCOUNTING POLICIES CONSOLIDATION PRINCIPLES CONSOLIDATED AREA AS OF 31 DECEMBER SYNTHESIS DATA OF PROPORTIONALLY CONSOLIDATED COMPANIES AND OF CONSOLIDATED COMPANIES EVALUATION PRINCIPLES USE OF ESTIMATES COMMENTS ON THE MAIN CONSOLIDATED BALANCE SHEET ITEM NON-CURRENT ASSETS CURRENT ASSETS CONSOLIDATED SHAREHOLDERS EQUITY NON-CURRENT LIABILITIES CURRENT LIABILITIES COMMENTS ON THE MAIN CONSOLIDATED INCOME STATEMENT ITEMS REVENUES COSTS FINANCIAL INCOME AND EXPENSES TAXES NON-RECURRING COMPONENTS OTHER COMMENTS ON THE FINANCIAL STATEMENT AS OF 31 DECEMBER COMPANY MERGERS Acquisition of the holding in Veritas Energia S.r.l Acquisition of the holding in Pasubio Servizi S.r.l. Unipersonale Acquisition of the holding in Specchiano S.r.l Constitution of the holding in Serin S.r.l COMMITMENTS AND RISKS BUSINESS SEGMENT REPORTING EARNINGS PER SHARE DIVIDENDS SEASONABILITY OF THE BUSINESS TRANSACTIONS WITH RELATED PARTIES SIGNIFICANT EVENTS AFTER THE END OF THE FINANCIAL YEAR MANAGEMENT OUTLOOKS OBJECTIVES AND POLICIES OF THE GROUP PROPOSALS OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS ASSEMBLY INDIVIDUAL FINANCIAL STATEMENT OF ASCOPIAVE S.P.A. AS OF 31 DECEMBER BALANCE SHEET AS OF 31 DECEMBER EQUITY AND FINANCIAL SITUATION AS OF 31 DECEMBER 2009 AND 31 DECEMBER INCOME STATEMENT OF THE FINANCIAL YEARS CLOSED ON THE 31 DECEMBER 2009 AND ON 31 DECEMBER CASH FLOW STATEMENT OF THE FINANCIAL YEARS CLOSED ON 31 DECEMBER 2009 AND ON 31 DECEMBER STATEMENT OF CHANGES IN THE SHAREHOLDERS EQUITY ITEMS OF THE FINANCIAL YEARS CLOSED ON 31 DECEMBER 2009 AND ON 31 DECEMBER COMMENTS ON THE MAIN ITEMS OF THE BALANCE SHEET AS OF 31 DECEMBER NON-CURRENT ASSETS CURRENT ASSETS SHAREHOLDERS EQUITY NON CURRENT LIABILITIES CURRENT LIABILITIES NET FINANCIAL POSITION COMMENTS ON THE MAIN INCOME STATEMENT ITEMS REVENUES OPERATING EXPENSES NON-RECURRING COMPONENTS Ascopiave Group - Financial Report

4 Ascopiave Group Attachments: In-company control - Declaration by the Manager-Certification of the Consolidated Financial Statements in accordance with art. 81-ter of Consob regulation no ; - Report on Corporate Governance; Statutory Auditors - Board of Auditor s Report on the Financial Statements for the period ended on 31 December 2009; Independent Auditors - Independent Auditors Report on the Consolidated financial Statements for the period ended on 31 December 2009; - Independent Auditors Report on the Balance sheet for the period ended on 31 December Ascopiave Group - Financial Report

5 Ascopiave Group GENERAL INFORMATION Directors, Officers and Company information Board of Directors and Board of Statutory Auditors Individual Office Duration of office From To Salton Gildo Chairman of the Board of Directors /04/ /04/2011 Beninatto Alfonso Director /04/ /04/2011 Bortolin Gianantonio Director /04/ /04/2011 Trinca Flavio Independent Director /04/ /04/2011 Fassina Alessandro Independent Director /04/ /04/2011 (*) Powers and attributions of ordinary and extraordinary administration, within the limits of the law and of the Corporate memorandum of association and in observance of the reserves within the competence of the Shareholders Meeting and the Board of Directors, according to the resolutions of the Board of Directors. Individual Office Duration of office From To Nicolai Paolo Chairman of Board of the Statutory Auditors /11/ /04/2011 Saccardi Giuliano Statutory Auditor /04/ /04/2011 Sforza Fabio Statutory Auditor /04/ /04/2011 Terrin Gaetano Chairman of Board of the Statutory Auditors /04/ /11/2009 Control Comitee Flavio Trinca Alfonso Beninatto Alessandro Fassina Remuneration Committee Alfonso Beninatto Flavio Trinca Alessandro Fassina Independent Auditors Reconta Ernst & Young S.p.A. Legal headquarters and Company data Ascopiave S.p.A. Via Verizzo, 1030 I Pieve di Soligo, TREVISO, Italy Tel.: Fax: Share Capital: Euro 234,411,575 fully paid-in VAT Reg. No Investor relations Ascopiave Group - Financial Report

6 Ascopiave Group Tel fax investor.relations@ascopiave.it Main economic and financial data of the Ascopiave Group Economic figures (In thousands of Euro) 2009 % net sales 2008 % net sales Revenues % % Gross operating margin (*) ,1% ,3% Operating result ,4% ,2% Net income for the Group ,4% ,3% (*) The gross operating margin (EBITDA) is the results before amortisation/depreciation, financial management and taxes. Assets figures (In thousands of Euro) 31/12/ /12/2008 ALLOCATION Net working capital * Fixed assets and non other activities Non-current liabilities (escluding loans) (44.468) (41.165) Net invested capital SOURCES Net financial position (79.088) (45.249) Net Shareholders' equity ( ) ( ) Total Financing sources ( ) ( ) * Please note that Net working capital is intended as the sum of the inventories, trade receivables, tax receivables, other current assets, accounts payable, tax payables (within 12 months), and other current liabilities. ** Please note that Net capital invested is intended as the algebraic sum of the Net working capital (as defined above), assets, other non-current assets and non-current liabilities. Ascopiave Group - Financial Report

7 Ascopiave Group Monetary flow figures (In thousands of Euro) Net income for the Group Net cash provided by operating activities Net cah used in investing activities (46.330) (56.812) Net cash used in financing activities (80.353) Period monetary flow (6.723) (3.726) Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period Ascopiave Group - Financial Report

8 Ascopiave Group ECONOMIC FIGURES PREMISE The Ascopiave Group closed 2009 with a net profit of Euro 25,9 million. The consolidated net assets at year end amount to Euro 370 million and the net capital invested to Euro 449,20 million. In 2009 the Group accomplished investments for Euro 46,3 million, of which 21,5 million deriving from the acquisition of companies and 24,9 million from the development, maintenance and modernization of the networks and plant of gas distribution. Ascopiave mainly operates in the sectors of distribution and sale of natural gas to final users, traders and wholesalers, as well as in other sectors related to the core business, such as the sale of electrical energy, the heat management and the production of electric energy from photovoltaic plants. The activity of natural gas distribution is directly managed by Ascopiave S.p.A. and by the subsidiary ASM DG S.r.l. and Edigas Esercizio Distribuzione Gas S.r.l., that at the moment hold concessions and direct assurances for the supply of service in 183 municipalities. The Ascopiave Group is the owner of the managed distribution network, that is extended for Km, supplying the service to more that one million inhabitants. The activity of gas sale is historically carried out by Ascotrade S.p.A., company controlled by Ascopiave S.p.A.. In the biennium Ascopiave S.p.A. concluded relevant operations of companies acquisitions, significantly enlarging its customer base. During 2009 the Group acquired 51% of Veritas Energia S.r.l., company of gas and electric energy sale and 100% of Pasubio Servizi S.r.l., gas sale company. In 2008 the Group acquired 49% of Estenergy S.p.A., company of gas sale of the group Acegas-APS, 49% of ASM Set S.r.l., sale company of the Group ASM Rovigo and 100% of Edigas Due S.r.l. Thanks to acquisition operations, the Ascopiave Group became one of the main gas operator at national level, both for the number of customers and for the quantity of gas sold. From 2007, Ascopiave works as gas trader and wholesaler, arranging contracts for the current thermic year, which, for the year 2009 alone, led to the transfer of more than 780 million cubic metres of gas. Strategic objectives Ascopiave is proposing to pursue a strategy focused on the creation of value for its stakeholders, by maintaining the level of excellence in the quality of services offered, in respecting the environment and social groups, to increase the value of the field in which it operates. The Group intends to consolidate its leadership position in the gas sector on a regional level and is looking to reach a prominent position also at the national level, taking advantage of the liberalisation process currently underway. Ascopiave Group - Financial Report

9 Ascopiave Group In that sense, Ascopiave follows a development strategy whose main guiding principles are dimensional growth, by upstream integration in the sector, by diversification in other divisions of the energy sector synergic with the core business, such as cogeneration and sales of electrical energy, and by improving operative processes. Volumes of gas sold by the 100% consolidated companies to final market in 2009 are equal to 886,2 million of mc, marking a growth of 3,1% compared to To these volumes we have to sum the volumes sold by the 49% consolidated companies (Estenergy and ASM Set) and 51% consolidated companies (Veritas Energia), that in 2009 altogether sold 566,5 million of mc of gas. The sale activity of the Punto di Scambio Virtuale (Virtual Point of Exchange) and as wholesaler, managed by the subsidiary Ascotrade S.p.A., has caused during the year the movement of 783,1 million of mc. For what concerns 100% consolidated companies, the growth of sold volumes has been accompanied by an increase of served customers, that as of 31 December 2009 reached units, with a growth of customers compared with the end of 2008 (+16,9%). 49% consolidated companies (Estenergy and ASM Set) as of 31 December 2009 managed customers. For what concerns the activity of gas distribution, volumes distributed through networks managed by the Group have been 847,9 million of mc (-0,4% compared to 2008) of which 100,6 million through more recently acquired companies ASM DG (53,0 million of mc) and Edigas Esercizio Distribuzione Gas (47,5 million of mc). The dispensing network followed the development trends historically consolidated, and as a consequence of new enlargements and consolidation of the activities of ASM DG and Edigas Esercizio Distribuzione Gas, as of 31 December 2009 has an extension of Km. Economic results and financial situation Ascopiave Group - Financial Report

10 Ascopiave Group The enlargement of the area of consolidation, compared to 2008, comported extra revenues for Euro 59,3 million. The Operative Result of the Group attests to Euro 41,1 million, improving as compared to 34,4 of The increase of the Operative Result as compared to previous year has been achieved thanks to the enlargement of the area of consolidation and to the application of the new gas distribution regulation tariffs. The consolidation of acquired companies during 2009 had a significant impact on the operative Result of the Group for Euro 1,5 million, while the impact of the new gas distribution regulation tariffs determined an increase equal to Euro 6,0 million. Net result, equal to Euro 25,3 million results to be increasing compared to Euro 18,5 million of 2008 as a consequence of the improvement of operating profitability and of the lower weight of the financial charges, counterbalanced by the increase of the fiscal charges for the taxes on incomes. Net financial position of the Group as of 31 December 2009 is equal to Euro 79,1 million, with a considerable increase as compared to Euro 45,2 million as of 31 December The variation of the financial indebtedness (+Euro 33,9 million) is mainly determined by the investment accomplished for company acquisitions (equal to Euro 24,5) and by the cash takeover determined by the management of the circulating capital. The relation between Net financial position and Net equity as of 31 December 2009 results equal to 0,21, confirming Ascopiave between the best companies of the sector. Ascopiave Group - Financial Report

11 Ascopiave Group The structure of the Ascopiave Group The table below shows the company structure of the Ascopiave group as on 31 December 2009; the group operates across 20 companies. Ascopiave Group - Financial Report

12 Ascopiave Group The natural gas market The general economic context General trend of the economy and evolution of international energy prices During 2009 the world economy passed by a period of serious economic crisis, even though some macro-economic data show a lessening of the world economic unfavourable situation started in the fourth quarter of This small signal of recovery, first of all in the industrialized countries, seems to be curbed by different factors that intervene at a systemic level. The prolongation of the weakness of banks, the high unemployment taxes and the increase of the public deficit cause large structural fragilities. A small reduction of the credit availability, together with a strong fall in the value of the financial activities and prices of the estate activities, contaminated the real economy, that suffered a quick worsening in the first part of the year. To the crisis of the financial segment and then of the real economy, the Authorities reacted in a determined and incisive way trying to avoid the financial collapse and to sustain the internal demand as an anti-recessive function. The Federal Reserve Bank, following the monetary politics started in 2008, besides reducing the reference taxes almost at 0 (0,25% as of December 2008), started numerous programs in order to supply to the financial markets the liquidity necessary to assure the correct functioning and to stimulate the recovery of the credit market (fiscal stimulation measure and adoption of further intervention in favour of the bank and financial segment). In the USA in 2009 the inflation strongly reduced itself going from +3,8% of 2008 to 0,4% of While the PIL (Gross Domestic Product) dropped of 2,4% in 2009 while in 2008 it went up of 0,4%. Also the BCE (European Central Bank), even if with higher prudence because of the fear of falling into liquidity trap, continued to apply the conventional measures and not supporting economy. The main interest tax, confirmed as suitable to November 2009, was brought to 1% in May 2009 after some progressive cuts totally equal to 100 basis points from the beginning of the year. From the top management of the BCE also arrived the invitation to progressively reduce the fiscal sustain measures to economy as in absence of a return to a fiscal discipline, it is foreseeable a fall of the faith of citizens in the solidity of the public finances. The inflation tax of the Euro area followed the American trend going to +0,3% compared to +3,3% of On the other hand, for what concern the trend of the 2009 GDP, at the losing the estimates show a reduction of 4,0% in the Euro area (4,1% EU27), while in Italy it is forecasted a contraction of 4,8%. At world level, on the other hand, a reduction of 0,4% has been recorded thanks to the contribution of some industrialized countries (France, Germany and Japan in particular) and non industrialized countries (at first India and China) that have often applied fiscal politics sustaining the internal demand. The OECD (Organization for Economic Co-operation and Development) in December 2009 recorded a composite leading indicators (CLI, index made up by the average of all those indexes that state the economic trend), increasing of 0,9 points in December 2009, both for USA and for the Euro area, against an annual increase equal to 9 points for the first and 12,2 for the second. Signals of improvement arrive both from the American economy, marked by lower cut of the company investments and of consumption, and in the economy of the Euro area, where the services manufacturing segment in September achieved a new maximum in 16 months. Anyway, the level of unemployment, 10% in December 2009 both in the USA (10% in November 2009 and 7,4% in December 2008) and in the Euro area (9,9% in November Ascopiave Group - Financial Report

13 Ascopiave Group 2009 and 8,2% in December 2008), still causes preoccupation, and this situation could damage the reliance of consumers. For what concern the Italian situation, the composite index recorded in December 2009 grew slightly less of the Euro average (0,8 points) even if the tendential growth was equal to 14,7 points. The Italian unemployment tax in October attested itself at 8,5%, while the ISTAT-National Statistical Institute (preliminary estimates) forecasts a contraction of the 2009 GDP of 4,8%. Besides, for what concern the inflation tax, the 2009 annual average variation was equal to 0,8%, higher of the 2009 annual average variation of the Euro area (0,3%). The Euro/Dollar change tax of 2009 recorded an annual average equal to 1,39 USD for Euro (value lower of 5,17% as compared to the 2008 average), achieving a maximum of 1,512 USD for Euro (03/12/2009) and a minimum value of 1,255 USD for Euro (04/03/2009). After a difficult first quarter for the Euro/Dollar change, from the second quarter of 2009, the change tax started to recover towards dollar, a positive trend that started to weaken towards the end of the year, when the Euro suffered the stability of the indebtedness of some countries of the monetary Union. Euro/Dollar change trend in 2008 and 2009 Source: Banca d Italia, elaborated by Ascopiave S.p.A. In 2009, after the collapse starter in July 2008, the oil market has been characterized by a positive growth trend, even if the annual average quotation is still lower of that of 2008 (61,5 USD/barrel, -36,60% as compared to 2008). In the third quarter, the period with the Brent maximum price in 2008, the 2009 average value is lower of 40,5% as compared to previous year (68,3 USD/barrel third quarter ,8 USD/barrel third quarter 2008). After the decreasing trend of the Brent price in 2008, marked not only by the effect of the fundamentals on the price of oil, but also by the spread of speculative financial instruments (future) that strongly contributed to increase the energy cost, the value of oil started to grow again on the basis of the expectations of recovery of consumptions and of the economy and the expectations of a decrease of the oil provisions, mainly in the winter months. The Euro area countries continued to benefit of the favourable Euro/Dollar change, that even if slightly weakened compared to previous year, continued to cushion the growth of price. Ascopiave Group - Financial Report

14 Ascopiave Group Quotations Annual medium brent quotation (dollars per barrel) 61, ,5 65,1 Annual medum exchange Dollar/Euro 1,39 1,47 1,37 1,26 Annual medium brent quotation (Euro per barrel) 43, ,9 51,9 Source: Banca d Italia and EIA, elaborated by Ascopiave S.p.A. Crude oil, even with a positive trend, had swinging quotations. Even if the situation has been characterized by a good solidity of the world demand, the ups and downs of the dollar and the news about the American economy continued to influence, even if no more in an exclusive way, the equilibrium of the world oil market and the expectations of its evolution. Brent trend 2009 Source: EIA, elaborated by Ascopiave S.p.A. The evolution prospects of the crude oil quotations have some repercussions on the trend of other combustible products and in particular of gas. Gas international prices at the basis of the long-term supply contracts are in fact mainly linked to the quotation of the Brent, through some defined above indexation formula. The gas market: the European scenario The demand of gas in Europe and its coverage funds The market of energy products in 2009 continued to suffer the pressure of the world economic crisis, concluding with a net reduction of the prices of the main energetic sources as compared to the tops of 2008, even if the reductions have been different from source to source. For what concern the natural gas consumption, in 2009 decreasing tendencies have been recorded both in Italy and Europe. The year in Italy closed at 78,13 billion of mc, down by 8% as compared to previous year and at its minimum from According to the prospects of Bdew (German Energy and Water Association), also Germany assisted to a slight decrease of consumptions in 2009, achieving only 85,99 billion of mc at the end of the year, down by 5,5% if compared to The German data show that the decrease of the demand is mainly attributable to the decrease of the industrial consumptions of the year, while the domestic ones remained substantially stable. Besides, analysing the mix of the energetic sources used, the quote of natural gas decreased from 14% to 13%, viceversa, the carbon and renewable sources are growing. The peculiarity of Great Britain should be signalled. In 2009 it became a net importer of gas. The Ascopiave Group - Financial Report

15 Ascopiave Group import boom (November 2009: imported the 50,8% of the demand; produced the 47,5% of the demand; stock 1,7%), is also due to the coming into function of the terminals of South Hook and Milford Haven that contributed to the reduction of the GNL on the English market making the autochthonous and imported through pipe gas less convenient. The potential for the development of the European demand for natural gas According to Gazprom estimates, within the most important supplier of gas in Europe, the European demand for natural gas will attest itself around 670 billion of mc per year at the end of 2020, to grow then till 710 billion of mc per year in On the other hand, the European domestic production will decrease of 60 billion of mc/year from here to 10 years and of further 80 billion of mc/year in the next 10 years, thus creating a gap of 250 billion of mc/year at the end of the period considered. In order to meet these growing needs, Europe will need to quickly develop its infrastructures for the import of gas from abroad. To this end, the construction of new methane pipelines and the strengthening of some of those already existing, has been planned. An increase in supply should also be ensured by the start-up of new re-gasification terminals. The development of import infrastructures: the methane pipelines The main methane pipelines planned are the North Stream, Nabucco, South Stream, the White Stream, Medgaz, the Yamal-Europa II, the Galsi and IGI. The strengthening projects involve, instead, the existing methane pipelines of Maghreb, TTPC, Green Stream (which connects Europe with North Africa), TAG and the system of pipelines that connects central Europe with Russia, via the Ukraine. North Stream should connect Russia with Germany via the Baltic Sea. The pipeline will have length of Km and will be formed by two parallel lines, both characterized by a capacity of 27,5 billion of mc a year that will guarantee to Europe 55 billion cubic metres a year. The first line should be completed within 2011, the second in The Nabucco will bring in Europe the gas coming from the basin of Caspian Sea, from Middle East regions and from Egypt, particularly rich in hydrocarbon. The pipeline, with a total length of km, will pass through Turkey, Bulgaria, Rumania and Hungary till Austria, where it will be connected to TAG in correspondence with the branch point of Baumgarten. The Nabucco, bypassing Russia, will allow a geographical diversification of the sources of import, thereby reducing continental dependency on Russian supplies. The construction of the pipeline will probably start in 2011 and will become operating within 2014 with an initial capacity of 8 billion of mc a year. In full operation it will be able to guarantee a maximal capacity of 31 billion of mc a year. Initially strongly supported by the organisms of European Union, the Nabucco project has been recently excluded from the list of the prior projects of EU. The exclusion would not be due to the absence of financing due to the current economic crisis but to technical difficulty to obtain gas supply. Ascopiave Group - Financial Report

16 Ascopiave Group In fact recently some doubts have grown about where the gas pipeline can find the annual quantity of gas that it needs to be economically convenient. The energetic company RWE, partner of the project, affirmed that it will take its needing from Azerbaijan, Turkmenistan and northern Iraq, even if the politic tension and other perplexities cause strong doubts on the reliability of Iraq as a stable supplier in a next future. Azerbaijan on the other hand continued with success its politics of diversification of its client, achieving also Russia (where further investments in infrastructures are not necessary and where there is the possibility of signing contracts without a maximum roof of exportations) and Iran besides Turkey and Georgia. For what concern Turkmenistan, the collapse of the production in 2009 brought to the close of 150 sites of extraction, and the experts forecast that the production level of 2008 could be achieved only in besides, after the opening of the gas pipeline toward China, Turkmenistan will be strictly linked to its new partner, to which it guaranteed 30 billion of mc/year for 30 years. Up to now the Nabucco project present some uncertainties, even not considering some unresolved situations as the financing of works and the uncertain legal status of the Caspian See. That would make impossible the construction of the submarine segment of the gas pipeline to supply power to the Nabucco. Furthermore, the decision to completely exclude Russia from the southern passage increases exponentially the risks connected to the project. The Nabucco is now facing the concurrence of new alternative projects, as the South Stream (that will have a path similar to Nabucco) and the White Stream. The methane pipeline South Stream is the project (born from the partnership of the Italian Eni and the Russian Gazprom) that will bring in Europe gas coming from Russia, passing through the Black Sea and arriving in Bulgaria. Two branches will leave from Bulgaria: one will have a North-West direction, passing Serbia and Hungary till Austria, the other will have a South-West direction, passing Greece and arriving in Italy, at the altitude of Puglia. The forecast capacity of the methane pipeline is 31 billion of mc a year, then enlargeable to 47 billion. The White Stream methane pipeline, sponsored by the Ukraine government, should connect the Caucasus to Europe passing through the Black Sea and the area of former Soviet Republic. The capacity previewed for the pipeline is 16 billion of mc a year, enlargeable to 32 billion in two subsequent phases. The submarine methane pipeline Medgaz has been included in the international project that preview the direct supply of natural gas to the regions of south Europe. The pipeline, with a total length of 200 km, will connect Algeria to Spain, guaranteeing a capacity of 8 billion of mc a year. Another project, that will be accomplished if the European demand of gas will ask for, is represented by the pipeline Yamal-Europa II. It would substantially constitute the second line, in parallel, of the pipeline Yamal-Europa I, already operating that at the moment guarantees a transport capacity of 32 billion of mc a year. The Yamal-Europa I connects West Siberia with Germany passing through Byelorussia and Poland. The particularity of this pipeline is that it doesn t pass through Ukraine. If the Yamal-Europa I would be integrated with Yamal-Europa II, the total quantity of gas imported in Europe would increase to 60 billion of mc a year. The Maghreb is the pipeline with a total length of km that connects Algeria with Spain through Morocco and the Strait of Gibraltar. The methane pipeline, operative since 1996, at the moment guarantees a capacity of 8,6 billion of mc a year. A project that want to bring the capacity to 11,7 billion of mc a year is studied at the moment. Ascopiave Group - Financial Report

17 Ascopiave Group Other important projects directly involving Italy include Galsi, which will connect Algeria with Italy (8 billion cubic metres capacity per year) and IGI (8 billion cubic metres capacity per year), which will connect Greece with Italy, constructions that together with the making of re-gasification terminal, will allow the country to increase the gas national availability, thus guaranteeing higher recovers from possible gas emergencies. The ITGI project prospects the empowerment of the Turkish network, and the making of the Inter-connector between Turkey and Greece (project ITG, capacity 11,5 billion of mc/year of gas) and between Greece and Italy (project IGI, capacity 8 billion of mc/year of gas) in order that Italy and Europe can be linked to the areas of Caspian See and the Middle East. ITGI has been considered a project of European interest b the European Commission for the opening of a passage of provisioning that will link the southern Europe with central Asia, and for this reason has been the object of financing for Euro 100 million. Besides, the ITGI project prospects the making of a link road between Greece and Bulgaria (IGB) with a capacity between 3 and 5 billions of mc/year of gas. The Galsi project will develop itself for a total length of around 900 km and comprehends the lay down of a segment on the on land (Sardinia) and about 600 km under the see, of which a piece at very profound depth in the Mediterranean See, between Algeria and Sardinia. The projects of infra-structural empowerment here reported are partly alternative between them and it is possible that the concrete development of some of them will bring to the abandonment of others. The development of import infrastructures: re-gasification terminals The development of re-gasification infrastructures allows European countries to diversify their source of import loosening the dependence to the actual supplying countries (mainly Russia and Algeria) and diminishing the risks related to eventual geopolitics crisis that could involve them. Qatar and Nigeria appear to be the main producers of liquefied natural gas (GNL) that have access to the European market with advantageous economic conditions. The possibility of a significant development in the market of GNL on the other hand pays in Europe the opposition of local communities, that consider re-gasification plants dangerous and with a strong environmental impact. Innumerable projects, with a significant number in Italy, are studied by national and local Authorities for their authorisation. In the month of March 2009 the biggest re-gasification plant, the South Hook, in Great Britain, entered in function. It guarantees a capacity of 16,7 billion of mc a year, enlargeable to 21 mc a year in a successive phase. In October 2009 in Italy the re-gasification terminal of Rovigo has been opened, terminal placed at around 15 km from the Adriatic coast with a capacity of 8 billion of mc/year. At the moment in Europe 17 re-gasification terminals are in function, and they guarantee total capacity of more than 120 billion of mc a year. Ascopiave Group - Financial Report

18 Ascopiave Group Italy as a hub for Europe Given the previously described scenario, our country aims to take on an important position in Europe, both in terms of gas consumer and for its geographic position between the Balkans and North Africa. With the progressive integration of the energy markets on European level, Italy may well become an international hub for gas. The gas market: the Italian scenario The demand for gas in Italy and its supply coverage In the solar year 2009, the gross domestic consumption of gas in Italy equalled 78,13 billion cubic metres (source: Ministero dello Sviluppo Economico Ministry for the Economic Development), divided up by Snam Rete Gas according to the segment per use as follows: - residential and service industry: 31,65 billion cubic metres; - industrial 1 : 16,49 billion cubic metres; - thermo-electrical: 28,66 billion cubic metres; - other: 1,33 billion cubic metres. The demand shows a small decrease as compared to past year, with a reduction of 6,75 billion of cubic metres (-8,1% as compared to 2008). The effects of the economic crisis have been heard in particular in the thermo-electrical segment, that showed a decrease of the demand of 5,24 billion of mc (-15,50%) and on the demand of the industrial segment (-2,82 million of mc, -14,6%). The residential and service industry segment have been characterized by a sensitive increase of the demand, quantified in 1,47 billion of mc (+4,9%) mainly for the effect of the climatic factor, that helped bringing the demand on the levels of The coverage of gas demand was performed mainly through the recourse to import sources that in 2009 achieved the level of 69,24 billion of mc, decreasing of 7,85 billion mc compared to 2008 (- 10,26%). The quantities imported from interconnection points decreased as compared to 2008: -12,5% Mazara del Vallo, -7,1% Gela, -6,8% Tarvisio, -23,4% Passo Gries, -13,5% Panigaglia, -46,3% Gorizia, while +30,9% from other interconnections points. National production of natural gas In 2009 Italian production of gas, equal to 8,12 billion cubic metres, suffered a decrease of 12,3% as compared to 2008, reaching minimum ever recorded levels, covering approximately 10,39% of national consumption. 1 It comprehends consumption of Industry, Agriculture and Fishing, Chemical Synthesis and Auto-traction. Ascopiave Group - Financial Report

19 Ascopiave Group As it is clear, the gas supplies in Italy are running out, and the contribution of national production to cover requirements will become ever more marginal. Capacity for transport to entry points The development and strengthening of transport infrastructures, and the available transport capacity that can be interrupted at entry points interconnected with abroad, increased, at the start of the thermal year 2009/2010, the transport capacity of the national network to 365,4 billion cubic metres a day, showing an increase of 13,8% as compared with the previous thermal year, which is essentially due to the new transport capacity in correspondence to the entry point interconnected with the GNL terminal in Cavarzere and to the increase of the transport capacities of Mazara del Vallo, Gela and Tarvisio following the start-up of some stretches of current strengthening of import infrastructures from North Africa. In addition, transport capacity at entry points interconnected with national production, are available for 37,4 million cubic metres per day. Demand development prospects for Gas in Italy According to the most recent predictions, after the flexion of the demand of natural gas in 2009 as a consequence of the strong decrease of gas consumption in the thermo-electric and industrial segment after the economic recession, it is forecasted that the levels of consumptions will get near to those before the crisis (84,8 billion mc in 2007) only in The growth of the demand will be dragged by the thermo-electrical sector, thanks to the increase in the production of electricity in the plants supplied by natural gas. Consumptions both in the residential and service industry sector (depending on climatic factors) and in the industrial sector are also previewed in increase, even if to a lower extent. On the basis of this scenario, and considering a decline in domestic production, it is estimated that the increase in the demand of gas in Italy will be guaranteed always to a larger extents to imports from the points of entrance interconnected with foreign countries. The contribution offered by GNL re-gasification plants (at the moment the only working plants are that of Panigaglia - La Spezia and of Porto Levante - Rovigo) will be more and more growing. The gas system in Italy During 2009 some important news intervened in the realization processes of the new gas import infrastructures in Italy and in particular in re-gasification terminals. The situation of infrastructural lack that characterized our country in recent years is now solving itself thanks to the development of many projects, some of which already completed. In the following table we report the projects concerning gas pipelines and re-gasification terminals at the end of 2009: Ascopiave Group - Financial Report

20 Ascopiave Group Pipelines Companies from to Poseidon (Edison,DEPA) Greek-west coast Otranto (Italy) Greenstream (ENI)-In progress Mellitah (Libia) Gela (Italy) TAP (trans Adriatic Pipeline Fier (Albania) South of Brindisi (Italy) Company) Galsi (Galsi S.p.A.) El Kala (Algeria) Cagliari(Italy)-Piombino(Italy) Re-gasification terminals Companies OLT Offshore LNG Toscana Nuove Energie LNG Med Gas Terminal Gas Natural International Location Offshore (LI) Porto Empedocle(AG) Gioia Tauro (RC) Zaule (TS) Gaz de France FSRU Offshore (International Seas) Brindisi LNG Brindisi Terminal Alpi Adriatico Offshore (Monfalcone,TS) Api Offshore (Falconara,AN) Ionio Gas Augusta-Melilli (SR) ENI Panigaglia (SP) Edison, BP Rosignano marittimo (LI) Gas Natural International Taranto Sorgenia Trinitapoli (FG) ENI,partner Offshore Ravenna Italpetroli Offshore Civitavecchia (RM) Methane pipelines connecting with overseas pipelines: strengthening of existing structures The TTPC (Trans Tunisian Pipeline Company) is the pipeline that allows Italy to import Algerian gas through Tunisia. Contracts currently managed through the TTPC allow for a transport capacity of approximately 27 billion cubic metres of natural gas a year, capacity that recently has been brought to 34 billion of mc a year. The TAG (Trans Austria Gas) is a pipeline that runs through Austria, connecting Baumgarten an der March at the border between Slovakia and Austria, with Arnoldstein, at the Italian border. TAG transports natural gas coming from Russia destined for the Austrian and Italian markets. TAG current transport capacity equates approximately 31 billion cubic metres of natural gas a year. According to the communication of Trans Austria Gasleitung GmbH, the second expansion of the gas pipeline became operating on October 1st. The Green Stream, which began operating in October 2004, is the longest pipeline running beneath the Mediterranean, and allows Italy to import gas from Libya. Current transport capacity equates approximately 8 billion cubic metres of natural gas a year. Thanks to investments to strengthen the pipeline, in 2012 the transport capacity of Green Stream will achieve 11 billion cubic metres of gas a year. As of 2009 the structure is still in a phase of empowerment. Ascopiave Group - Financial Report

21 Ascopiave Group Methane pipelines connecting with overseas pipelines: new projects The IGI (Italy Greece Inter-connector) is a pipeline that, through Greece and Turkey, will allow Italy to import quantities of natural gas from the Caspian Sea (specifically from Azerbaijan) and from the Middle East (above all Iran and Iraq), where the largest world gas reserves are located. The construction of 200km of submarine pipeline that will link the Greek and Italian coasts has been assigned to IGI Poseidon SA, established in June 2008, and in 2009 it was opened the tender for the verification activity and certification of the project. Guaranteed transport capacity will be of 8 billion cubic metres of natural gas a year. The TAP (Trans Adriatic Pipeline) pipeline, which will connect Greece with Italy through Albania, will guarantee western Europe easy and safe access to the natural gas reserves of the Region of the Caspian Sea, in Russia and in the Middle East. The laying of 513 km of pipeline, of which 117 km under the sea. Guaranteed transport capacity equates to approximately 10 billion cubic metres of natural gas a year. The project has been developed and promoted by Gruppo EGL. As of 2009 its making iter goes slowly on but without interruptions. The entrance point of the gas pipeline in fact has been found on the coast of Brindisi (an area north of Punta Penne that can t be urbanized), from which the infrastructure will leave for other 16 km till the transport network of Snam Rete Gas. In 2009 Tractebel Engineering Italy won the tender for the engineering and planning phase (January 2009), an inter-government agree was signed between Italy and Albania and an analysis of the seabed of the stretch of see Italy-Albania. The TGL (Tauern Gas Leitung) is a pipeline for which a feasibility is currently being carried out, and which was proposed by an Austrian-German consortium led by E.On Ruhrgas (45%), and held by five Austrian companies for the residual 55%. The TGL will pass through Austrian regions of Inn and Carinzia, where it will be interconnected with the storage system of Saltsburg and with the gas pipeline TAG. The TGL will thereby allow for the integration of the middle-northern European markets with those of Italy, Balkans and probably also Slovenia. The Galsi pipeline, the realisation of which includes laying approximately 840 km of pipeline, of which 600 under the sea, will connect Algeria with Italy through Sardinia. The project will be carried out by the Galsi consortium, which now comprises Sonatrach (41.6%), Edison (20.8%), Enel (15.6%), Sfirs (11.6%), and Hera Trading (10.4%). The transport capacity of the pipeline, equal to approximately 8 billion cubic metres of natural gas a year, will be partly intended for supplying methane to Sardinia and partly intended for the Italian (contributing to increasing safety of gas supplies to our country) and European markets, through the inclusion of gas in the transport network in Tuscany. Ascopiave Group - Financial Report

22 Ascopiave Group The development of the Galsi methane pipeline is of particular interest to the Ascopiave Group which, in November 2006, signed a preliminary agreement with Sonatrach (the national Algerian gas company) for the fifteen-year supply of 500 million cubic metres a year through this pipeline. The new re-gasification terminals In these years re-gasification has become a seriously competitive supply alternative to the methane pipelines. Apart from cost competitiveness, many national and international operators of the sector see the recourse to the regasification infrastructure as the most efficient way to directly access the end user market, bypassing the obstacles presented by the limited transport capacity available on the import gas pipelines networks. According to the current normative, the agreement of regional administration is an indispensable condition for the realization of re-gasification terminals. In fact, the authorization procedure has state competence, but for its conclusion is necessary to have the agreement with the interested region. The Panigaglia (La Spezia) and Porto Levante (Rovigo) are the only re-gasification plant currently operative in Italy at the moment. The Panigaglia re-classification plants located in the province of La Spezia. Managed by GNL Italia, a company fully held by Snam Gas Network, it has a rather limited capacity equal to 3,7 billion cubic metres a year. On March 2009 the Liguria Region stated the go-ahead permission to the evaluation of the environmental impact of the project of enlargement and adequacy of the plant, in order to empower the capacity till 8 billion of mc/year in The modernization of the Paniaglia GNL doesn t involve the occupation of new areas or lands, the perimeter and the dimensions of the area remain the same. Also the re-gasification terminal of Rovigo is destined to put in 8 billion of mc/year of gas, and has been opened in October The Adriatic Lng terminal is placed at around 15 km from the Adriatic coast and it is the first Off-shore terminal of the world. (it is placed at 28 meters on the seabed). The company that controls the terminal is participated by Edison (10%), Exxon Mobile (45%) and Qatar Terminal Limited (45%). The 80% of the capacity of the terminal is destined to Edison for a period of 25 years, in order to re-gasify the GNL imported from the North Field layer in Quatar, according to the agreement of supply signed with Ras Laffan Liquefied Natural Gas Company Limited II (RasGas II). The remaining 20% of the capacity, of which the 12% has been already allocated, is available on the market according to the procedures defined by the Ministry of the Economic Development and by the Authority for the Electric Energy and Gas (AEEG). Besides these plants, our country has at its disposal a dozen of projects regarding the realization of new GNL terminals. As a consequence of bureaucratic difficulties, of appeals to TAR by local entities and also for technical unexpected events, it is forecast that not all of them will be accomplished. Anyway, the projects that already have the authorization of the Ministero dello Sviluppo Economico (Ministry of Economic Development) are those concerning: Ascopiave Group - Financial Report

23 Ascopiave Group - the on-shore terminal of Brindisi for 8 billion cubic metres a year; on half December the VIA Commission (Evaluation of Environmental Impact) released a favourable opinion, so when the Ministry for the Environment will have approved the concerning decree, Brindisi LNG could ask the confirmation of the authorization already obtained in 2003 and suspended in 2007 because of the lack of the VIA opinion. - the off-shore terminal (on boat) of Livorno for 3.75 billion cubic metres a year (Toscana Offshore). The works for the OLT Offshore LNG Toscana project are going on with the start of the laying down of the pipes for the making of the gas pipeline that will link Suese with the national network of gas pipelines. OLT Offshore LNG Toscana S.p.A. is participated by: Gruppo E.ON. (46,79%), Gruppo Iride (46,79%), Golar LNG (2,69%) and OLT Energy Toscana (3,73%). The projects not yet authorized are: the on-shore terminal of Rosignano Marittimo (Livorno) for 8 billion cubic metres a year; the on-shore terminal of Gioia Tauro (Reggio Calabria) for 12 billion cubic metres a year; the on-shore terminal of Taranto for 8 billion cubic metres a year; the on-shore terminal of Zaule (Trieste) for 8 billion cubic metres a year; the off-shore terminal of Trieste for 8 billion cubic metres a year (Terminal Alpi Adriatico, Monfalcone); the on-shore terminal of Porto Empedocle (Agrigento) for 8 billion cubic metres a year; the on-shore terminal of Melilli (Siracusa) for 8 (I phase) to 12 (II phase) billion cubic metres a year; the off-shore terminal of Ravenna for 8 billion cubic metres a year (Atlas LNG). Project that has been taken in examination by the Ministry for the Economic development; the on-shore terminal of Civitavecchia (Rome) for 12 billion cubic metres a year; the off-shore terminal of Senigallia (Ancona) for 5 (I phase) to 10 (II phase) billion cubic metres a year; Gas sale Sale activity represents the second most important activity of the Group in terms of contribution to company revenues. This is a liberalised activity, in which a competitive comparison has developed between the operators, which will become ever more fierce following further opening of the markets upstream of the chain (production and import). Precisely because of its unique nature, the market of the sale of gas will undergo significant change over the next few years, creating opportunities for improvement of profitability margins for those operators who, thanks to their size and technical and relational capacities, will succeed in making the management of the supply phase independent, acquiring transport capacity on the international infrastructures, and concluding several-year take or pay import contracts directly with manufacturers. From a supply point of view, market shares will be redefined between the strongest subjects, and there will be an overall reduction in the number of operators. Ascopiave Group - Financial Report