Annual report for the year ended 31 December 2009

Annual report for the year ended 31 December 2009

Annual report for the year ended 31 December 2009 1

ACTELIOS S.p.A. Share capital Euro 67,680,000 fully paid Management and coordination by Falck SpA Registered and fiscal address 20121 Milan Corso Venezia, 16 REA Milan no. 1675378 Milan Companies Register no. 03457730962 VAT and tax code no. 03457730962

1 Notice of annual general meeting 5 2 Company officers 6 3 Group structure 7 4 Financial highlights 8 5 Directors report 5.1 Group operating and financial review 5.1.1 Actelios group profile 11 5.1.2 Regulatory framework 11 5.1.3 Performance 12 5.1.4 Non-financial performance indicators 13 5.1.5 Share price performance 13 5.1.6 Performance of subsidiaries 14 5.1.7 Performance of associates 25 5.1.8 Review of business in 2009 26 5.1.9 Employees 26 5.1.10 Environment, health and safety 26 5.1.11 Research and development activities 27 5.1.12 Risk factors and uncertainties 28 5.1.13 Legislative Decree 196 of 30 June 2003 data protection 29 5.1.14 Significant events after the balance sheet date 29 5.1.15 Future developments and going concern 30 5.2 Operating and financial review of Actelios SpA 5.2.1 Financial highlights 31 5.2.2 Performance and review of business in 2009 31 5.2.3 Employees 32 5.2.4 Capital expenditure 32 5.2.5 Directors, statutory auditors, general managers and their interests 32 5.2.6 Related party transactions 32 5.2.7 Direction and coordination activities 32 5.2.8 Holding of own shares or parent company shares 33 5.2.9 Purchase and sale of own shares or parent company shares 33 5.2.10 Share schemes 33 5.2.11 Proposed distribution of profit for the year 33 5.3 Corporate governance and ownership structure in accordance with article 123-bis of the Consolidated Finance Act (Traditional administration and control model) 5.3.1 Corporate governance structure of the company 34 5.3.2 Implementation of the Code of Self Discipline 41 5.3.3 Attachments 48 6 Consolidated financial statements 6.1 Balance sheet 53 6.2 Income statement 54 6.3 Statement of comprehensive income 55 6.4 Cash flow statement 56 6.5 Statement of changes in equity 57 6.6 Notes to the consolidated financial statements 58 6.7 Additional disclosures regarding financial instruments in accordance with IFRS 7 84 7 Supplementary information consolidated financial statements 7.1 List of investments in subsidiaries and associates 99 3

8 Actelios SpA financial statements 8.1 Balance sheet 103 8.2 Income statement 104 8.3 Statement of comprehensive income 105 8.4 Cash flow statement 106 8.4 Statement of changes in equity 107 8.5 Notes to the financial statements 108 8.6 Additional disclosures regarding financial instruments in accordance with IFRS 7 135 9 Supplementary information - Actelios SpA 9.1 List of direct and indirect investments in subsidiaries and associates 143 9.2 Summary of significant financial data of subsidiaries and associates 144 10 Certifications on consolidated and parent company financial statements in accordance with article 81-ter of Consob Regulation n. 11971 of 14 May 1999 and ensuing amendments 147 11 Report of the board of statutory auditors to the annual general meeting 151 12 Independent auditors reports 159 4

1 Notice of annual general meeting The shareholders are invited to attend the annual general meeting to be held at the Circolo della Stampa in Milan, CorsoVenezia 16, at 12.00 a.m. on 28 April 2010 in first call and, where necessary, at the same time and address on 29 April 2010 in second call, in order to discuss the following: Agenda: 1) The Annual Report for the year ended 31 December 2009; directors report, independent auditors report, board of statutory auditors report: approval, related resolutions and resulting matters; 2) Appointment of a director by the board of directors under cooptation in accordance with article 2386 of the Italian Civil Code. Share capital and right to vote In accordance with article 6 of the articles of association, the share capital of Actelios SpA amounts to Euro 67,680,000 consisting of 67,680,000 shares with a nominal value of Euro 1 each. Each share holds the right to one vote at the AGM. Attendance at the AGM Those shareholders in respect of whom notice from the intermediary was received at least two working days prior to the first call, in accordance with article 2370 of the Italian Civil Code, may attend the AGM at the registered offices in Corso Venezia 16, Milan. Where this limit falls on a Saturday or public holiday, it will be extended to the following working day. All shareholders who have the right to attend the meeting may be represented by written proxy, which may also be attached to the above notice. A proxy form that complies with current legislation must be attached to each notice issued to the shareholders by the intermediary; a further written proxy is available on the company website at www.actelios.it. The shareholders who, either individually or jointly, represent at least one fortieth of the share capital may request, within five days of the notice of the AGM being issued, that additional matters be added to the agenda, providing details of them in the request. Any changes to the AGM s agenda as a result of these requests must be notified following the same procedure as the notice calling the AGM, at least ten days before the date set for the meeting. Amendments are not admitted in relation to matters, on which the AGM is required to deliberate in accordance with law, presented by the board of directors or in relation to projects or reports prepared by them. Documentation Documentation relating to the matters on the agenda and the annual report on corporate governance and ownership structure will be available to the public at the company s registered offices in Milan, Corso Venezia 16, and from Borsa Italiana SpA within the time limits prescribed by law. The independent auditors reports will be provided through the same channels detailed above and within the required timeframe as soon as they are available. All documentation will also be available on the company website at www.acteiios.it. Milan, 10 March 2010 The Chairman Federico Falck Notice of the annual general meeting was published in the Il Sole 24 Ore of 26 March 2010. 5

2 Company officers Board of directors Federico Falck (*) Bruno Isabella Roberto Tellarini (*) Marco Agostini Augusto Luigi Clerici Bagozzi Enrico Falck (*) Elisabetta Falck Giovanni Maria Garegnani Piero Manzoni (*) Ferruccio Marchi Guido Rosa Umberto Rosa Bernardo Rucellai Claudio Tatozzi Fabrizio Zenone (*) Members of the Executive Committee Chairman Deputy chairman Managing director Director Director Director Director Director Director Director Director Director Director Director Director The changes in the Board of Directors are detailed on page 36. Statutory auditors Roberto Bracchetti Aldo Bisioli Nicola Vito Notarnicola Fabio Artoni Massimo Foschi Chairman Statutory auditor Statutory auditor Substitute statutory auditor Substitute statutory auditor Independent auditors PricewaterhouseCoopers SpA Company powers conferred on the directors are illustrated in paragraph 5.3 relating to Corporate governance and ownership structure. 6

3 Group structure ACTELIOS SpA 100% 100% 85% 60% 100% 100% Elettroambiente SpA Ecosesto SpA Prima Srl Ambiente 2000 Srl Actelios Solar SpA Actagri Srl 95.62% 100% 100% 58.73% Tifeo Energia Ambiente ScpA Solar Rende Srl Solar Mesagne Srl Abbiategrasso Bioenergia Srl 85.73% Platani Energia Ambiente ScpA Powercrop SpA 50% 49% Frullo Energia Ambiente Srl 23.27% Palermo Energia Ambiente ScpA Consolidated line-by-line Consolidated by proportional method 7

4 Financial highlights (Euro thousands) 2009 2008 2007 2006 Revenue 94,923 97,699 90,625 95,818 Gross profit 32,826 40,977 35,010 34,346 Operating profit 18,802 32,937 25,507 23,735 Profit for the year 5,734 19,462 14,927 14,243 Profit for the year attributable to group equity holders 4,175 17,927 13,766 12,756 Earnings per share (Euro) 0.062 0.265 0.203 0.188 - Net financial (assets)/liabilities (160,629) (178,624) (185,832) (196,474) - Non-recourse financing 65,371 79,841 92,570 95,306 Total net financial position (asset) (95,258) (98,783) (93,262) (101,168) Total equity 349,652 354,994 346,328 339,511 Equity attributable to group equity holders 343,849 350,063 342,273 335,486 Equity holders equity per share (Euro) 5.081 5.172 5.057 4.957 Capital expenditure 13,687 17,070 29,870 30,160 Gross profit /revenue 34.6% 41.9% 38.6% 35.8% Operating profit /revenue 19.8% 33.7% 28.1% 24.8% Profit for the year/total equity 1.6% 5.5% 4.3% 4.2% Net financial position/total equity (0.27) (0.28) (0.27) (0.30) Total number of group employees 145 140 142 143 8

5 Directors report

Dear Shareholders, The parent company s separate financial statements and the consolidated financial statements for the year ended 31 December 2009 have been prepared in accordance with International Financial Reporting Standards (IFRS). These standards were adopted in 2005 for the first time in relation to the consolidated financial statements and in 2006 for the parent company s separate financial statements. 5.1 Group operating and financial review 5.1.1 Actelios group profile The group operates in the renewable energy market. In particular, the group strategy is developed through the management and operation of power plants that are already operational, the installation of plants in the start-up phase and the development of new projects, either directly or through joint ventures, with leading industrial enterprises. Moreover, as the group has acquired know-how relating to plant operations, applying state-of-the-art operation and maintenance methods, it is able to complement its plant ownership activities with the above specialisation and provide a global range of services in this market. 5.1.2 Regulatory framework The relevant regulatory framework is that of the Italian market for renewable energy and essentially covers the areas detailed below. CIP6: based on a national law issued in 1991 and subsequent directives, this law introduced incentives for the generation of electrical energy from renewable sources with guarantees regarding its collection and pricing. The CIP6 regime is differentiated according to the various energy sources, applies to an extensive period (8-20 years) and has a clear and calculable inflationary mechanism, is essential for the negotiation of project financing loan contracts and was also used to provide incentives to other projects and technology not directly linked to renewable energy; Green certificates: these are attributed to the production of electrical energy from renewable sources generated after 1 April 1999. The National Grid Operator (Italian GSE ) collects the green certificates at the average price for the previous year as communicated by the electrical energy market operator (Italian GME ). These 15 year certificates are a controlled market mechanism in determining the price of electrical energy sales and their number is dependent on the production of energy from renewable sources. These certificates may be traded on the Italian energy market. Energy account: the electrical energy generated by photovoltaic plants is awarded tariffs that are incentivised and differentiated according to whether they are produced by non-integrated, partially or fully integrated plants. The tariffs are set for a 20 year period starting from the date operations commence and are not adjusted for inflation over this entire period. With regard to plants that will commence operations in 2009 and 2010 a progressive 2% reduction is applied to the tariff. New decrees will be issued in order to determine the new tariffs applicable to the periods after 2010. 11

5.1.3 Performance The financial performance of the group is summarised below: (Euro thousands) 31.12.2009 31.12.2008 Revenue 94,923 97,699 Cost of sales (62,097) (56,722) Gross profit 32,826 40,977 Operating profit 18,802 32,937 Profit for the year 5,734 19,462 Profit attributable to group equity holders 4,175 17,927 Invested capital net of provisions 254,394 256,211 Total equity 349,652 354,994 Net financial position (asset) (95,258) (98,783) of which non-recourse financing 65,371 79,841 Capital expenditure 13,687 17,070 Group employees at year-end (no.) 145 140 Ordinary shares (no.) 67,680,000 67,680,000 Despite the strong performance of the plants in Trezzo sull Adda and di Granarolo dell Emilia, revenue fell by Euro 2,776 thousand compared to 2008, which principally reflects the decreased revenue of the Rende biomass plant as the incentives relating to the CIP6/92 tariffs for 9MW expired at the beginning of February. Revenue also comprises the adjustment of Euro 1,068 thousand relating to 2008 sales of electrical energy covered by the CIP6/92 regime, and Euro 1,364 thousand for the invoicing of a long-term contract (Vieste landfill) that is reflected as a corresponding reduction in inventory. Revenue was affected negatively by the decrease in CIP6/92 tariffs compared to the previous year. Gross profit also decreased by Euro 8,151 thousand and represents 34.6% (2008 41.9%) when expressed as a percentage of revenue. Revenue for the year compared to 2008 may be analysed as follows: (Euro thousands) 2009 % 2008 % Sale of electrical energy 61,242 65 67,321 69 Sale of agricultural produce 647 1 Waste treatment and disposal 25,989 27 25,430 26 Operation of waste to energy (WTE) plants 7,045 7 4,948 5 Total 94,923 100 97,699 100 Operating profit fell by Euro 14,135 thousand compared to 2008 and is equal to 19.8% of revenue (2008 33.7%). This has been affected by the impairment loss recorded against the goodwill relating to the Trezzo sull Adda plant (Euro 6,310 thousand) identified following performance of an impairment test, and the charge of Euro 325 thousand to sundry provisions, corresponding to 50% of Euro 649 thousand recorded by the associate Powercrop SpA, which is consolidated by the proportional method, in relation to potential risks on projects currently under development. Profit for the year amounted to Euro 5,734 thousand, a decrease of Euro 13,728 thousand compared to 2008. 12

The net financial position was a total asset of Euro 95,258 thousand, a fall of Euro 3,525 thousand compared to the balance at 31 December 2008. The net financial position comprises non-recourse loans that amounted to Euro 65,371 thousand at 31 December 2009 compared to Euro 79,841 thousand at the end of 2008. Capital expenditure in the period, which amounted to Euro 13,687 thousand, represent the group s financial commitment in relation to the photovoltaic plants, the plants in Sicily, requalification of the plant in Rende, and plant improvements carried out during the year. Employee numbers increased by 5 compared to 31 December 2008, while employee costs were substantially in line with the previous year, showing a slight increase of Euro 32 thousand. The reconciliation between total equity and profit for the year of the parent company and total equity and profit for the year in the consolidated financial statements is set out in the notes to the financial statements (note 10. Share capital). 5.1.4 Non-financial performance indicators The key non-financial performance indicators are set out below: Unit of measurement 31.12.2009 31.12.2008 Gross electrical energy generated MWh 326,031 318,530 Electrical energy sold to the National Grid MWh 300,047 293,180 CO2 emissions ton 549,005 529,552 CO2 emissions avoided ton 166,941 155,579 Total waste treated ton 271,277 273,134 Total biomass treated ton 193,032 169,390 Families provided - Annual consumption per family kwh 3,000 3,000 - Number of families number 100,016 97,720 - Number of people number 400,062 390,879 5.1.5 Share price performance The performance of the Actelios SpA share price, which is listed on the Star segment, is illustrated below. The format of communications to shareholders or prospective shareholders is based on a consistent approach that is not necessarily linked to that of presentations or road shows. Investor relations are in fact principally based on one to one meetings and the sending of notices and information also by e mail or telephone. 13

1000 700 1625 SILENCER (COLMO COPERTURA) BOILER DRUM SILENCER 45 350 45 440 401 1300 250 874 750 750 750 750 855 Moreover, the company participates in conventions and meetings to discuss financial matters that are organised by the Italian Stock Exchange, enterprises or financial institutions. In 2009 Actelios attended four one day meetings with the financial community aimed at illustrating the principal business models that affect the group covering management and strategic development of the new initiatives. Particular care is taken by the company to ensure that all communications activities are transparent and timely. A communication tool that is particularly effective and of great interest to investors is the company website www.actelios.it, which meets all the requirements for companies listed on the Star segment of the Italian Stock Exchange. 5.1.6 Performance of subsidiaries The performance of subsidiaries and associates included in the 2009 consolidation may be summarised as follows: Prima Srl Prima Srl, 85% owned by Actelios SpA, owns the WTE plant in Trezzo sull Adda. Prima Srl recorded revenue of Euro 47,033 thousand and a profit for the year of Euro 11,997 thousand in 2009. The net financial position was a net indebtedness of Euro 14,371 thousand and comprised cash and cash equivalents of Euro 16,241 thousand that are subject to restrictions imposed by the project financing contracts, bank borrowings relating to project financing of Euro 28,770 thousand at 31 December 2009, net of Euro 855 thousand resulting from application of the amortised cost method to the cost of raising finance and shareholders loans amounting to Euro 1,118 thousand. Furthermore, the net CONDENSATORE SALA QUADRI BENNISTA +34.00 +31.60 +30.50 +29.40 +30.00 SERRANDA TAGLIAFUOCO REI 120 SCREEN SH-4 SH-3 SH-2 SH-1 EVA ECO ECO ECO +26.00 +24.66 +24.00 +21.20 +19.95 +20.00 +18.00 +17.60 +16.00 +14.00 SALA CONTROLLO CIMINIERA +8.00 800 7700 300 +10.00 LOCALE RICEVIMENTO MEZZI +8.40 +10.00 +6.00 +6.20 +7.20 FILTRO A MANICHE SCAMBIATORE GAS/GAS TORRE DI LAVAGGIO +0.80 +0.65 +0.60 +0.100 +0.20-0.50-1.30-4.40-2.80-4.00 11 12 NORD GEOGRAFICO NORD IMPIANTO -7.00-10.05-11.00-12.10 1 2 3 4 5 6 6' 7 8 9 10 PIANTA CHIAVE (1:2000) Section of the Trezzo sull Adda WTE plant. 14

financial position includes Euro 724 thousand of finance costs relating to the fair value measurement of derivative instruments entered into to hedge project financing contracts (interest rate swaps IRS to render variable rates fixed). Ecosesto SpA The company, which is 100% owned by Actelios SpA, owns a biomass electrical energy plant and also operates in other environmental management activities. The loss for the year amounted to Euro 3 thousand against revenue of Euro 21,772 thousand. The result has been affected by the fall in revenue at the biomass plant in Rende as the incentives relating to the CIP6/92 tariffs for 9MW expired at the beginning of February. The net financial position of the company was a net indebtedness of Euro 9,212 thousand, while capital expenditure in the period amounted to Euro 3,457 thousand that included the first expenditure on the requalification of the Rende plant that will be finalised at the end of 2010. Solar Rende Srl This company, which is 100% owned by Ecosesto SpA, was incorporated on 6 November 2008 with registered offices in Rende (CS) in order to develop and construct new photovoltaic power plants in Calabria. The company is in the start-up stages and closed the financial year with a loss of Euro 24 thousand and a net financial position of positive Euro 6 thousand. Ambiente 2000 Srl This company, which is 60% owned by Actelios SpA, is responsible for the operation of the WTE plants in Fusina (VE) and Trezzo sull Adda (MI) that is based on previously acquired contracts. Profit for the year in 2009 amounted to Euro 177 thousand against revenue of Euro 10,334 thousand. The net financial position was a net asset of Euro 394 thousand. Actelios Solar SpA This company is the head of the segment involved in the production of electrical energy by photovoltaic plants and it closed 2009 with a loss of Euro 308 thousand and revenue of Euro 35 thousand generated by the photovoltaic plant in Trezzo sull Adda. Capital expenditure during the year amounted to Euro 63 thousand and related to the development of new photovoltaic projects. The net financial position was a net asset of Euro 14 thousand at 31 December 2009. Actagri Srl This company was incorporated on 16 May 2008 and will become the head of the segment operating in the production of electrical energy using biogas generated by the farming and animal breeding industries. The company is in a start-up phase and closed 2009 with a loss of Euro 255 thousand with no revenue and a positive net financial position of Euro 6 thousand. Abbiategrasso Bioenergia Srl This company was set-up on 15 July 2008 and is 58.74% owned by Actagri Srl. It holds the single authorisation and planning request relating to the construction and operation of a 1MW biogas plant located in the town council of Abbiategrasso (Milan). It closed the financial year with a loss of Euro 287 thousand and a positive net financial position of Euro 12 thousand. 15

Solar Mesagne Srl This company, which is 100% owned by Actelios Solar SpA, was incorporated on 28 January 2009 with registered offices in Brindisi with the purpose of developing and constructing new initiatives in the photovoltaic power plant sector in Puglia. It closed the first financial year with a loss of Euro 136 thousand against revenue of Euro 45 thousand. Capital expenditure amounted to Euro 4,240 thousand and principally related to the purchase of the business that owns the La Calce plant on 17 November 2009. The net financial position was a net asset of Euro 12 thousand. Part of the La Calce (Mesagne, Brindisi) photovoltaic plant Elettroambiente SpA The company, 100% owned by Actelios SpA, is the majority shareholder of two groups of enterprises that are joined in two consortiums: Tifeo Energia Ambiente ScpA and Platani Energia Ambiente ScpA. These companies each own an industrial project aimed at the construction and operation of an integrated waste treatment and electrical energy power system, with installed capacities of 50MW and 30 MW respectively, which benefit from the CIP 6/92 tariffs. In 2009 Elettroambiente SpA recorded a loss of Euro 1,180 thousand and revenue of Euro 1,146 thousand, which largely relate to owner s engineering services provided to the subsidiary consortium enterprises owned by Elettroambiente up until 30 June 2009. The net financial position was a net indebtedness of Euro 41,573 thousand. Platani Energia Ambiente ScpA Platani Energia Ambiente ScpA, which is 85.73% owned by Elettroambiente SpA, operates with the exclusive aim of implementing a project to utilise the residual portion of urban waste, net of recycled waste, through the development of integrated systems in the district councils of Sicily that are part of the Ambiti Territoriali Ottimali (consortia of district councils working together on waste management, hereinafter ATO ), located in the provinces of Agrigento, Caltanissetta, Trapani sector 2 and Palermo sector 4, which constitute the Agrigento System. The company closed the 2009 financial year with a loss of Euro 855 thousand and no revenue. The result reflects the fact that from 1 October 2009 project expenditure is no longer capitalised. Capital expenditure in the course of the year amounted to Euro 1,133 thousand and the net financial position was a total indebtedness of Euro 15,071 thousand. Tifeo Energia Ambiente ScpA Tifeo Energia Ambiente ScpA, which is 95.62% owned by Elettroambiente SpA, operates with the exclusive aim of implementing a project to utilise the residual portion of urban waste, net of recycled waste, through the development of integrated systems in the district councils of Sicily that are part of the ATO located in the provinces of Catania, Siracusa, Enna and Ragusa, which constitute the Augusta System. 16

The company closed the 2009 financial year with a loss of Euro 1,058 thousand and no revenue. The result reflects the fact that from 1 October 2009 project expenditure is no longer capitalised. In the course of the financial year capital expenditure amounted to Euro 1,481 thousand and the net financial position was a net indebtedness of Euro 19,078 thousand. The progress of the projects in Sicily is detailed below. PLATANI project Platani Energia Ambiente ScpA was set up to carry out the activities of the consortium shareholders, which consists in implementing a project to utilise the residual portion of urban waste, net of recycled waste, through the development of integrated systems in the district councils of Sicily that are part of the ATO. For this purpose Platani signed a Convention on 17 June 2003 with the President of the Sicily Region the Delegated Commissioner for the Emergency Waste situation, to treat and use through WTE the residual portion of urban waste, after recycling, generated in the councils of the Sicily Region that are part of the ATO in the provinces of Agrigento, Caltanissetta, Trapani sector 2 and Palermo sector 4, which constitute the Agrigento System. Following the events described below, on 11 September 2009 the Regional Agency for Waste and Water (ARRA) terminated the Convention and the ensuing Agreement signed on 28 April 2009. The events that took place during the year are detailed below. 1. New bid for tenders Following judgement passed by the European Court of Justice and the agreement signed by the European Commission, the Italian Government and the Sicily Region, which resulted in the Region calling a new bid for tenders, an agreement (the Agreement) was reached between Platani and ARRA; this Agreement was also signed by the shareholders where relevant. The Agreement defined the principal terms and conditions that, on one hand allowed ARRA to call a new bid for tenders without compromising the activities performed and work carried out under the Convention and on the other ensured payment to Platani and its shareholders of the costs incurred to date and to be incurred on the project up to 30 September 2009. The costs up to 31 December 2008 were verified by the advisor, the Banca Infrastrutture Innovazione e Sviluppo (BIIS), jointly appointed by the Sicily Region, the company and the shareholders. The costs incurred in the period 1 January - 30 September 2009 were checked by the Vigilance and Control Body (OVC). The advisor also calculated the amount of damages to be awarded to Platani in the event that the project was awarded to a new contractor following the bid for tenders. The amounts, as defined in the Agreement, are as follows:. costs to 31 December 2008 Euro 34,972,766. costs between 1 January and 30 September 2009 Euro 1,995,987. damages Euro 11,345,945 The new bid for tenders was called and published in the supplement to the Official Gazette of the European Union on 29 April 2009. As no bids were submitted, the company and other enterprises were invited on 5 August 2009 to attend negotiated procedures subsequent to the bid for tenders, in accordance with article 57 comma 2 letter a) of Legislative Decree 163 of 12 April 2006. Platani informed ARRA on 28 August 2009 that the assumptions on which the negotiations were based did not allow the economic-financial terms of the project defined in the Agreement of 28 April 2009 to be met and as a consequence Platani did not submit an offer. 17

2. Unilateral termination of the Convention dated 17 June 2003 by ARRA On 11 September 2009 under Decree 339, ARRA terminated both the Agreement dated 28 April 2009, on the basis of breach of obligations under article 3 paragraph 1 point I, in relation to performance of temporary work and article 3 paragraph 1 point II, in respect of Platani s obligation to take part in the negotiated procedures, and the Convention dated 17 June 2003, as all of the deadlines assigned to the Industrial Operator in respect of breach of the obligations under article 9 and 3.1 of the Convention had expired. On 5 October 2009 ARRA requested Zurich to execute the performance guarantee of Euro 16,779,000 established in the Convention. 3. Summons filed at Civil Court in Milan and appeal to Regional Administrative Court (TAR) in Palermo On 15 October 2009 Platani filed the summons served against Zurich and ARRA with the Civil Court in Milan in order to: - Ascertain and declare foreclosure of the Zurich policy by ARRA as illegal and unjustified; - Ascertain and declare that Platani did not default on its obligations under the Agreement signed with ARRA on 28 April 2009; - Ascertain and declare that Platani did not default on its obligations under the Convention stipulated on 17 June 2003; - Ascertain and declare ARRA s breach of its obligations under the Agreement dated 28 April 2009; - Sentence ARRA to fulfil the Agreement terms in relation to payment of all costs incurred by Platani on the project; - Sentence ARRA to compensate for all damages suffered and being sustained by Platani. The judge of the Civil Court in Milan set the date for the first hearing for 9 March 2010, the outcome of which is detailed in paragraph 5.1.14 Significant events after the balance sheet date. An appeal was filed against ARRA with the TAR in Palermo on 10 November 2009 the purpose of which was to: - Cancel the act of 11 September 2009 under which ARRA terminated the Agreement and the Convention; - Sentence ARRA to compensate for all damages suffered and being sustained by Platani. An appeal was filed under article 700 with the Civil Court in Milan on 11 November 2009 requesting that ARRA be prohibited from proceeding with foreclosure of the guaranty policy. On 18 January 2010 the judge of the Milan Civil Court dropped his previous reserve and admitted Platani s appeal under article 700 of the code of civil procedure, thus denying ARRA the enforcement of the guaranty policy and denying Zurich to proceed with the payment for the amount of the above mentioned policy to ARRA. With regard to merit of the sentence, the judge, having declared existence of fumus boni iuris and periculum in mora, established that the breach against Platani, carried out by ARRA on termination of the Convention and Agreement, is prima facie denied by ARRA in the Agreement signed on 28 April 2009. Furthermore in relation to jurisdiction the judge declared the claim to be established correctly on ordinary jurisdiction and also with merit to territorial competence as Zurich, a party to the court case, has offices in Milan. The above sentence recognised that the project company is currently a creditor of ARRA for an amount that is more than double the value of the guarantee in relation to costs incurred on the project up to 30 September 2009, as certified by the third-party advisor appointed under the Agreement of 28 April 2009. 18

4. Plant construction The Owner s Engineering contract with Elettroambiente SpA and contracts with lawyers in Sicily were cancelled with effect from 1 July 2009 as a consequence of the situation created following issue of the new bid for tenders and the subsequent unilateral termination of the Agreement and the Convention. Commencing 1 October 2009, all costs incurred, including finance costs, have not been capitalised on the plant construction project but are charged to the income statement. In light of the above, construction activities on the Integrated System have been suspended pending outcome of the legal action with ARRA. 5. Authorisation Platani requested an extension to the authorisation granted under article 28 of Legislative Decree 22/97 comprised in Commissarial Decree 362 of 22 April 2005 in the letter to ARRA dated 20 May 2009. This extension has not been granted as the authorisation is valid until 22 April 2010. 6. Litigation There are no new legal claims to note. The accounting impact of the above situation on Goodwill and Property, plant and equipment is detailed in the notes to the financial statements. TIFEO project Tifeo Energia Ambiente ScpA was set-up to carry out the activities of the consortium shareholders, which consists in implementing a project to utilise the residual portion of urban waste, net of recycled waste, through the development of integrated systems in the district councils of Sicily that are part of the ATO. For this purpose Tifeo signed a Convention on 17 June 2003 with the President of the Sicily Region the Delegated Commissioner for the Emergency Waste situation, to treat and use through WTE the residual portion of urban waste, after recycling, generated in the councils of the Sicily Region that are part of the ATO in the provinces of Catania, Siracusa, Enna and Ragusa, which constitute the Augusta System. Following the events described below, on 11 September 2009 the Regional Agency for Waste and Water (ARRA) terminated the Convention and the ensuing Agreement signed on 28 April 2009. The events that took place during the year are detailed below. 1. New bid for tenders Following judgement passed by the European Court of Justice and the agreement signed by the European Commission, the Italian Government and the Sicily Region, which resulted in the Region calling a new bid for tenders, an agreement (the Agreement) was reached between Tifeo and ARRA; this Agreement was also signed by the shareholders where relevant. The Agreement defined the principal terms and conditions that, on one hand allowed ARRA to call a new bid for tenders without compromising the activities performed and work carried out under the Convention and on the other ensured payment to Tifeo and its shareholders for the costs incurred to date and to be incurred on the project up to 30 September 2009. The costs up to 31 December 2008 were checked by the advisor, the Banca Infrastrutture Innovazione e Sviluppo (BIIS), jointly appointed by the Sicily Region, Tifeo and the shareholders. The costs incurred in the period 1 January - 30 September 2009 were checked by the Vigilance and Control Body (OVC). The advisor also calculated the amount of damages to be awarded to Tifeo in the event that the project was awarded to a new contractor following the bid for tenders. 19

The amounts, as defined in the Agreement, are as follows:. costs to 31 December 2008 Euro 52,316,054. costs between 1 January and 30 September 2009 Euro 2,892,240. damages Euro 18,822,850 The new bid for tenders was called and published in the supplement to the Official Gazette of the European Union on 29 April 2009. As no bids were submitted, Tifeo and other enterprises were invited on 5 August 2009 to attend negotiated procedures subsequent to the bid for tenders in accordance with article 57 comma 2 letter a) of Legislative Decree 163 of 12 April 2006. Tifeo informed ARRA on 28 August 2009 that the assumptions on which the negotiations were based did not allow the economic-financial terms of the project defined in the Agreement of 28 April 2009 to be met, and as a consequence Tifeo did not submit an offer. 2. Unilateral termination of the Convention dated 17 June 2003 by ARRA On 11 September 2009 under Decree 339, ARRA terminated both the Agreement dated 28 April 2009 on the basis of breach of obligations under article 3 paragraph 1 point I, in relation to performance of temporary work and article 3 paragraph 1 point II, in respect of Platani s obligation to take part in the negotiated procedures, and the Convention dated 17 June 2003, as all of the deadlines assigned to the Industrial Operator in respect of breach of the obligations under article 9 and 3.1 of the Convention had expired. On 5 October 2009 ARRA requested Zurich to execute the performance guarantee of Euro 22,069,000 established in the Convention. 3. Summons filed at Civil Court in Milan and appeal to Regional Administrative Court (TAR) in Palermo On 15 October 2009 Tifeo filed the summons served against Zurich and ARRA with the Civil Court in Milan in order to: - Ascertain and declare foreclosure of the Zurich policy by ARRA as illegal and unjustified; - Ascertain and declare that Tifeo did not breach its obligations under the Agreement signed with ARRA on 28 April 2009; - Ascertain and declare that Tifeo did not breach its obligations under the Convention stipulated on 17 June 2003; - Ascertain and declare ARRA s breach of its obligations under the Agreement dated 28 April 2009; - Sentence ARRA to fulfil the Agreement terms in relation to payment of all costs incurred by Tifeo on the project; - Sentence ARRA to compensate for all damages suffered and being sustained by Tifeo. The judge of the Civil Court in Milan set the date for the first hearing for 9 March 2010, the outcome of which is detailed in paragraph 5.1.14 Significant events after the balance sheet date. An appeal was filed against ARRA with the TAR in Palermo on 10 November 2009 the purpose of which was to: - Cancel the act of 11 September 2009 under which ARRA terminated the Agreement and the Convention; - Sentence ARRA to compensate for all damages suffered and being sustained by Tifeo. An appeal was filed under article 700 with the Civil Court in Milan on 11 November 2009 requesting that ARRA be prohibited from proceeding with foreclosure of the guaranty policy. 20

On 18 January 2010 the judge of the Milan Civil Court dropped his previous reserve and admitted Tifeo s appeal under article 700 of the code of civil procedure, thus denying ARRA the enforcement of the guaranty policy and denying Zurich to proceed with the payment for the amount of the above mentioned policy to ARRA. With regard to merit of the sentence, the judge, having declared existence of fumus boni iuris and periculum in mora, established that the breach against Tifeo, carried out by ARRA on termination of the Convention and Agreement, is prima facie denied by ARRA in the Agreement signed on 28 April 2009. Furthermore in relation to jurisdiction the judge declared the claim to be established correctly on ordinary jurisdiction and also with merit to territorial competence as Zurich, a party to the court case, has offices in Milan. The above sentence recognised that the project company is currently a creditor of ARRA for an amount that is more than four times the value of the guarantee in relation to costs incurred on the project up to 30 September 2009, as certified by the third-party advisor appointed under the Agreement of 28 April 2009. 4. Plant construction The Owner s Engineering contract with Elettroambiente SpA and contracts with lawyers in Sicily were cancelled with effect from 1 July 2009 as a consequence of the situation created following issue of the new bid for tenders and subsequent unilateral termination of the Agreement and the Convention. Commencing 1 October 2009, all costs incurred, including finance costs, have not been capitalised on the plant construction project but are charged to the income statement. In light of the above, construction activities on the Integrated System have been suspended pending outcome of the legal action with ARRA. 5. Authorisation Tifeo requested an extension to the authorisation granted under article 28 of Legislative Decree 22/97 comprised in Commissarial Decree 1488 of 30 December 2004 in the letter to ARRA dated 20 May 2009. In a letter dated 23 December 2009, ARRA took into consideration the decree to terminate the Convention, and citing the administrative breaches under article 10 bis law 214/1990, did not admit the authorisation extension request for the Augusta system but did propose an outline decree in which the individual plants are authorised under article 210 of Legislative Decree 152/2006. 6. Litigation The following legal action commenced in 2009: ALTECOEN against TIFEO 3 summons were filed in relation to sales contracts (in respect of land located in the councils of Modica, Enna and Caltagirone) entered into by the parties on 1 December 2005. Altecoen submitted the following request: in first instance immediate payment of the balance due for the sales (95% of the sales prices) equal to Euro 169,588, Euro 229,301 and Euro 23,402 respectively, and secondly cancellation of the contracts and compensation for damages. The hearings were set for 10 May 2010, 20 May 2010 and 25 May 2010. GULINO against TIFEO 2 summons were filed in relation to sales contracts (in respect of land located in the councils of Modica, Enna/Assoro) entered into by the parties on 1 December 2005. Gulino submitted the following request: in first instance immediate payment of the balance due for the sales (95% of the sales prices) equal to Euro 2,774,950 and Euro 2,931,700 respectively, and secondly cancellation of the contracts and compensation for damages. The hearings have been set for 20 May 2010 and 25 May 2010. 21

The accounting implications of the above claims on the Goodwill and Property, plant and equipment headings in the financial statements are detailed in the notes to the financial statements. PALERMO project Palermo Energia Ambiente ScpA (PEA) was set-up to carry out the activities of the consortium shareholders, which consists in implementing a project to utilise the residual portion of urban waste, net of recycled waste, through the development of integrated systems in the district councils of Sicily that are part of the ATO. For this purpose Palermo signed a Convention on 17 June 2003 with the President of the Sicily Region the Delegated Commissioner for the Emergency Waste situation, to treat and use through WTE the residual portion of urban waste, after recycling, generated in the councils of the Sicily Region that are part of the ATO in the provinces of Palermo and Trapani which constitute the Palermo System. Following the events described below, on 11 September 2009 the Regional Agency for Waste and Water (ARRA) terminated the Convention and the ensuing Agreement signed on 28 April 2009. The events that took place during the year are detailed below. 1. New bid for tenders Following judgement passed by the European Court of Justice and the agreement signed by the European Commission, the Italian Government and the Sicily Region, which resulted in the Region calling a new bid for tenders, an agreement (the Agreement) was reached between PEA and ARRA; this Agreement was also signed by the shareholders where relevant. The Agreement defined the principal terms and conditions that, on one hand allowed ARRA to call a new bid for tenders without compromising the activities performed and work carried out under the Convention and on the other ensured payment to PEA and its shareholders for the costs incurred to date and to be incurred on the project up to 30 September 2009. The costs up to 31 December 2008 were checked by the advisor, the Banca Infrastrutture Innovazione e Sviluppo (BIIS), jointly appointed by the Sicily Region, PEA and the shareholders. The costs incurred in the period 1 January - 30 September 2009 were checked by the Vigilance and Control Body (OVC). The advisor also calculated the amount of damages to be awarded to PEA in the event that the project was awarded to a new contractor following the bid for tenders. The amounts, as defined in the Agreement, are as follows:. costs to 31 December 2008 Euro 45,422,066. costs between 1 January and 30 September 2009 Euro 5,188,800. damages Euro 17,821,925 The new bid for tenders was called and published in the supplement to the Official Gazette of the European Union on 29 April 2009. As no bids were submitted, PEA and other enterprises were invited on 5 August 2009 to attend negotiated procedures subsequent to the bid for tenders in accordance with article 57 comma 2 letter a) of Legislative Decree 163 of 12 April 2006. PEA informed ARRA on 28 August 2009 that the assumptions on which the negotiations were based did not allow the economic-financial terms of the project defined in the Agreement of 28 April 2009 to be met, and as a consequence PEA did not submit an offer. 2. Unilateral termination of the Convention dated 17 June 2003 by ARRA On 11 September 2009 under Decree 339, ARRA terminated both the Agreement dated 28 April 2009 for breach of obligations under article 3 paragraph 1 point I, in relation to performance of temporary work 22

and article 3 paragraph 1 point II, in respect of PEA s obligation to take part in the negotiated procedures, and the Convention dated 17 June 2003, as all of the deadlines assigned to the Industrial Operator in respect of breach of the obligations under article 9 and 3.1 of the Convention had expired. On 5 October 2009 ARRA requested Zurich to execute the performance guarantee of Euro 23,225,400 established in the Convention. 3. Summons filed at Civil Court in Milan and appeal to Regional Administrative Court (TAR) in Palermo On 15 October 2009 PEA filed the summons served against Zurich and ARRA with the Civil Court in Milan in order to: - Ascertain and declare foreclosure of the Zurich policy by ARRA as illegal and unjustified; - Ascertain and declare that PEA did not breach its obligations under the Agreement signed with ARRA on 28 April 2009; - Ascertain and declare that PEA did not breach its obligations under the Convention stipulated on 17 June 2003; - Ascertain and declare ARRA s breach of its obligations under the Agreement dated 28 April 2009; - Sentence ARRA to fulfil the Agreement terms in relation to payment of all costs incurred by PEA on the project; - Sentence ARRA to compensate for all damages suffered and being sustained by PEA. The judge of the Civil Court in Milan set the date for the first hearing for 9 March 2010, the outcome of which is detailed in paragraph 5.1.14 Significant events after the balance sheet date. An appeal was filed against ARRA with the TAR in Palermo on 10 November 2009 the purpose of which was to: - Cancel the act of 11 September 2009 under which ARRA terminated the Agreement and the Convention; - Sentence ARRA to compensate for all damages suffered and being sustained by PEA. An appeal was filed under article 700 with the Civil Court in Milan on 11 November 2009 requesting that ARRA be prohibited from proceeding with foreclosure of the guaranty policy. On 18 January 2010 the judge of the Milan Civil Court dropped his previous reserve and admitted PEA s appeal under article 700 of the code of civil procedure, thus denying ARRA the enforcement of the guaranty policy and denying Zurich to proceed with the payment for the amount of the above mentioned policy to ARRA. With regard to merit of the sentence, the judge, having declared existence of fumus boni iuris and periculum in mora, established that the breach against PEA, carried out by ARRA on termination of the Convention and Agreement, is prima facie denied by ARRA in the Agreement signed on 28 April 2009. Furthermore in relation to jurisdiction the judge declared the claim to be established correctly on ordinary jurisdiction and also with merit to territorial competence as Zurich, a party to the court case, has offices in Milan. The above sentence recognised that the project company is currently a creditor of ARRA for an amount that is more than four times the value of the guarantee, in relation to costs incurred on the project up to 30 September 2009, as certified by the third-party advisor appointed under the Agreement of 28 April 2009. 23

4. Plant construction The Owner s Engineering contract with Elettroambiente SpA and contracts with lawyers in Sicily were cancelled with effect from 1 July 2009 as a consequence of the situation created following issue of the new bid for tenders and the subsequent unilateral termination of the Agreement and the Convention. Commencing 1 October 2009, all costs incurred, including finance costs, have not been capitalised on the plant construction project but are charged to the income statement. In light of the above, construction activities on the Integrated System have been suspended pending outcome of the legal action with ARRA. 5. Authorisation PEA requested an extension to the authorisation granted under article 28 of Legislative Decree 22/97 comprised in Commissarial Decree 1455 of 29 November 2004 in the letter to ARRA dated 20 May 2009. In a letter dated 23 December 2009, ARRA took into consideration the decree to terminate the Convention, and citing the administrative breaches under article 10 bis law 214/1990, did not admit the authorisation extension request for the Augusta system but did propose an outline decree in which PEA is awarded authorisation for the individual plants under 210 of Legislative Decree 152/2006. 6. Bellolampo site The company awaits issue of the Decree of Assignment from the State of the previous army shooting range in order to be able to sign the ground lease over all of the area on the which the IPT and WTE plants are to be constructed. 7. Litigation The following legal action commenced in 2009: Injunction order by Studio Legale Gianni, Origoni and Grippo against PEA The claim relates to payment due by PEA and its shareholders as guarantors of fees and expenses totalling Euro 358,677 owed to the law firm for professional services as detailed in the letter dated 1 July 2006. PEA and the law firm reached an agreement on 19 February 2009 that settled in full all obligations relating to the above amount through payment of 8 monthly instalments commencing 31 March 2009. Given the financial situation of the shareholder Amia, the last 4 instalments were not met (approximately Euro 240,000) and the law firm reinstated the claim. The hearing is fixed for 23 March 2010. Safab arbitration against PEA The parties entered into a contract on 8 March 2005. Following non-payment of the amount due, Safab declared the contract s cancellation by right of law, requested payment of Euro 20,000,000 in compensation for work carried out, loss of profits, costs incurred and damages sustained. The accounting implications on the Goodwill and Property, plant and equipment headings in the financial statements are detailed in the notes to the financial statements. 24

5.1.7 Performance of associates Frullo Energia Ambiente Srl This company, which was set up as a joint venture between Hera SpA (51%) and Actelios SpA (49%), owns the WTE plant in Granarolo dell Emilia (Bologna), which has installed capacity of 22 MW that falls within the CIP6/92 tariff regime. Frullo Energia Ambiente Srl recorded revenue of Euro 51,003 thousand and profit for the year of Euro 13,775 thousand. Capital expenditure during the year amounted to Euro 1,839 thousand. The net financial position, a total indebtedness of Euro 72,555 thousand, comprises cash and cash equivalents of Euro 4,290 thousand, non-recourse borrowings of Euro 74,696 thousand, net of Euro 1,810 thousand arising from application of the amortised cost method to the cost of raising project financing. The net financial position comprises finance costs of Euro 2,150 thousand relating to the fair value measurement of derivative instruments to hedge the non-recourse borrowings (interest rate swaps - IRS to hedge interest rate risk and render variable rates fixed). Palermo Energia Ambiente ScpA The company, which is 23.273% owned by Actelios SpA, was set up to achieve the objectives of the consortium shareholders with the exclusive aim of implementing a project to utilise the residual portion of urban waste, net of recycled waste, through the development of integrated systems in the district councils of the Sicily Region that are part of the ATO s in the Provinces of Palermo and Trapani that form the Palermo system. The company closed the 2009 financial year with a loss of Euro 1,622 thousand with no corresponding revenue. The result reflects the fact that from 1 October 2009 costs have not been capitalised on the investment project. Capital expenditure during the year amounted to Euro 2,320 thousand and the net financial position was a total indebtedness of Euro 23,740 thousand. Powercrop SpA This company was set-up as a joint venture between Seci Impianti Srl (50%) and Actelios SpA (50%) and is responsible for the redevelopment of a number of sugar refineries into plants that produce electrical energy from biomass and vegetable oils. As this relates to a start-up business the company closed 2009 with a loss of Euro 2,380 thousand. Capital expenditure in the period amounted to Euro 2,266 thousand and principally relates to development costs on the biomass plant construction projects. The net financial position was a net indebtedness of Euro 2,792 thousand. Sunflower crops for Powercrop SpA 25

5.1.8 Review of business in 2009 Solar Mesagne Srl was set-up on 28 January 2009, further details of which are provided in paragraph 5.1.6 Performance of group companies. On 13 July 2009 the extraordinary shareholders meeting of Platani Energia Ambiente ScpA approved a share capital increase of Euro 2,000 thousand plus a share premium of Euro 700 thousand in order to cover the losses recorded to date and to provide the financial support required to continue operations. Also on 13 July 2009 the extraordinary shareholders meeting of Tifeo Energia Ambiente ScpA approved a share capital increase of Euro 600 thousand plus a share premium of Euro 600 thousand in order to cover the losses recorded to date and to provide the financial support required to continue operations. With regard to Palermo Energia Ambiente ScpA the shareholders Falck SpA, Actelios SpA and Amia SpA attended an extraordinary shareholders meeting on 21 July 2009 in which they waived part of the financial receivable owed to them by the company for a total of Euro 1,000 thousand. Consequently, Actelios SpA waived Euro 242 thousand, Falck SpA Euro 258 thousand and Amia SpA Euro 500 thousand. This operation placed the company outside the scope of application of article 2447 of the Italian Civil Code and provided it with sufficient net equity to support the positive results that are foreseen in the near future. In order to cover the losses incurred by Elettroambiente SpA, on 31 December 2009 Actelios SpA waived Euro 800 thousand of the financial loan owed by the subsidiary. The situation of the Sicily projects is detailed in the paragraphs above. 5.1.9 Employees The number of group employees at the year end was 145 and comprised: (Number) 31.12.2009 31.12.2008 Change Managers 14 16 (2) White-collar staff 72 64 8 Blue-collar staff 59 60 (1) Total employees in consolidated entities 145 140 5 As Frullo Energia Ambiente Srl is consolidated applying the proportional method, the numbers above include the 49% proportional share of the employees of this company that total 18 white-collar staff and 28 bluecollar staff. 5.1.10 Environment, health and safety During the year the group continued its commitment to meet adequate environmental, safety and quality standards that are consistent with its mission statement, through: - Ongoing improvements in the integration of company management procedures relating to quality, environment and safety, by taking advantage of synergies in these areas; 26

- Periodic training of employees in relation to health and safety in the workplace and increasing awareness regarding the protection and safeguarding of the environment while carrying out their work. In particular, in relation to the principal group operating subsidiaries, the situation at 31 December 2009 was as follows: Company Management system Location ACTELIOS SpA Quality Management system UNI EN ISO 9001:2000 for services Head office provided to group companies: Human resources, Administration and Finance, Supply, Quality, Environment and Safety. Environmental management system (UNI EN ISO 14001:2004) Safety management system (OHSAS 18001-2007) ECOSESTO SpA Certified Integrated Quality and Environment system - Head office (Reference regulations: UNI EN ISO 9000:2000) - Biomass plant in Rende - Vieste landfill Environmental management system UNI EN ISO 14001:2004 Biomass plant in Rende Safety management system OHSAS 18001 Biomass plant in Rende AMBIENTE 2000 Srl Integrated Quality, Environment and Safety system WTE plant in Trezzo (Reference regulations: UNI EN ISO 9000:2000; sull Adda UNI EN ISO 14001:2004 and OHSAS 18001) PRIMA Srl Environmental management system (UNI EN ISO 14001:2004). WTE plant in Trezzo EMAS II registration no. IT 672 sull Adda With regard to accidents, two incidents took place in the second half of 2009 involving employees of the Actelios group. Consequently, the total Group accident frequency and criticality rates were 10.8 and 0.09 respectively. 5.1.11 Research and development activities Actelios SpA took party in a study carried out by the World Business Council for Sustainable Development (WBCSD) that instructed how the building sector needs to change in order to keep up with energy and environmental sustainability. The report Transforming the Market: Energy Efficiency in Buildings, which was presented in Paris in June 2009, cost 15 million dollars and took four years to complete. Actelios SpA s share amounted to 100,000 dollars. Using a unique simulation model, the energy use of building types was analysed on millions of existing and new buildings using forecasts up to 2050. The project focused on six key geographical markets: Europe, Japan, the US, Brazil, China and India, taking into account differences such as climate and the type of building. The study shows that an energy efficient building can use up to 70% less energy than an inefficient one while attaining superior comfort levels. This is made possible through the combined effect of efficient planning, the use of state of the art energy materials and responsible behaviour by the tenant. 27

Investment to improve energy efficiency in the building sector could generate, in Europe and the US alone, 2 3.5 million green jobs, with even greater potential in underdeveloped countries. Energy Efficiency in Buldings report issued by the WBCSD The project s resulting report makes the following principle recommendations: strengthen building codes and energy labelling for increased transparency; use subsidies and price signals to incentivise energy-efficient investments; encourage integrated design approaches and innovations; develop and use advanced technology to enable energy-saving behaviour. Furthermore, with regard to Powercrop SpA experimental activities were carried out in the agro-energy field in order to determine the best crops that preserve the organoleptic qualities of the land while at the same time provide the most effective heat-producing energy. 5.1.12 Risk factors and uncertainties a) Financial Please refer to paragraphs 6.6.6, 6.7 and 8.7, which set out the principal financial risks and the risk management policies of the company and group. b) Legal The principal legal risks arising from current litigation are as follows.. Ecosesto SpA With regard to the litigation in progress with Syntea SpA, the current status of the legal proceedings does not give cause to believe that the outcome will be dissimilar to that foreseen at the previous year end. Consequently, the existing provision (Euro 300 thousand) represents a prudent estimate of the possible outcome of this litigation. With regard to the litigation with Edison SpA, no concrete reasons exist at present to suggest that a provision is required, particularly in consideration of the fact that this claim will be part of any settlement that may be agreed on the arbitration in course with the parent company Falck SpA.. Prima Srl The arbitration proceedings with Protecma were finalised in October following payment by Prima Srl of the last instalment of Euro 2 million established in the final award. Prima Srl had already paid Euro 28

3.4 million in February 2009 as part settlement of the arbitrator s total award of Euro 5.4 million.. Elettroambiente SpA Enel Produzione commenced arbitration proceedings in 2008 against Elettroambiente SpA in order to ascertain the legitimate exercise by Enel Produzione of the right to sell its holdings in Tifeo and Platani, at the same time claiming that Elettroambiente had breached its obligation to acquire these shares. Subsequent to acceptance of these claims, Enel Produzione requested that Elettroambiente pay damages of Euro 3,551 thousand. Elettroambiente in turn responded to the claim by Enel Produzione, notifying the appointment of an arbitrator through whom it requested that the opponent s claims be rejected. At the same time it submitted a counterclaim requesting that Enel Produzione be obliged to transfer the industrial area in Augusta that was identified as the location for construction of one of the WTE plants of the project, following drainage work on the area that should be carried out at the expense of Enel Produzione. Elettroambiente did not exercise the right to acquire the business of Enel Produzione relating to the thermoelectric plant that also comprises the land to be transferred to Tifeo Energia Ambiente for the construction of the WTE plant. Arbitration proceedings are underway to define the financial terms of the land transfer to Tifeo Energia Ambiente. Details of litigation relating to the Sicily projects are provided above. c) Internal and external risks The Actelios group is largely exposed to risks relating to the authorisation process involved with the development of its projects and the authorisations held that are necessary to continue production activities. In order to minimise these risks the group is diversifying both the type of investment and the location of the operating plants in order to spread the risks across different businesses. With regard to the operating plants, the risks principally relate to the activities performed by the workforce and the operation and maintenance work carried out on the owned plants or those managed by group companies, in order to ensure that they respect the requirements of the Integrated Environmental Authorisation (AIA) and authorisations issued under law. Moreover, the renewable energy market in which the group operates is heavily regulated. As a consequence particular care must be paid in order to keep abreast of regulatory developments so that, where possible, the best implementation solutions may be adopted. 5.1.13 Legislative Decree 196 of 30 June 2003 - data protection In compliance with the provisions of Legislative Decree 196/2003 on data protection, Actelios SpA and its subsidiaries updated the internal data protection policy and the Security Plan. 5.1.14 Significant events after the balance sheet date On 10 February the National Grid operator (GSE) accepted transfer of ownership of convention T02F06030807, in relation to recognition of the tariff incentives, to Solar Mesagne Srl that may now manage directly relations with GSE. Following total restoration of the biomass plant in Rende, on 18 February 2009 Ecosesto SpA was awarded the IAFR (Renewable Plant) status by GSE and as a consequence may participate in the Green Certificates scheme for the next 15 years commencing January 2011 when the plant is expected to resume operations. 29

The authorisations for the construction of the photovoltaic plants of Cardonita (4.98 MW) and Spinasanta (5.99 MW), situated in the provinces of Enna and Catania respectively, were published in the Sicily Region s Official Gazette on 12 February and 19 February 2010 respectively. Actelios Solar SpA is currently carrying out the planning and finance work for the construction of these plants. Initial hearings took place on 9 March 2010 in the Milan courts during which the State Law Officers representing the Department for Energy and Public Utilities (taking over from ARRA in the proceedings), insisted on admission of the exception of lack of territorial jurisdiction, which had already been requested and dismissed during precautionary measures, requesting that the case be resubmitted on this point. The project companies opposed the claim, requesting the limit to be set for filing memorials under article 183 of the code of civil procedure (c.p.c.). The judge admitted the parties requests and set deadlines for 8 April, 8 May and 28 May 2010 to file memorials under article 183, point six of the c.p.c., adjourning the cases to the preliminary hearings set for 15 July 2010. 5.1.15 Future developments and going concern A fall in business is expected in 2010 resulting in a decrease in profit principally due to the stoppage from June to December 2010 at the Rende biomass plant in order to install the new turbine and boiler that will allow the company to benefit from the incentives under the Green Certificates scheme for a 15 year period. The 2010 result will also be affected by new project development costs both in relation to dedicated crop biomass plants owned by Powercrop SpA and the photovoltaic plants. From a strategic point of view, the Actelios group is focusing on a wider business strategy that foresees the development of projects in the photovoltaic, biomass, and biogas fields and other initiatives in the production of electrical energy from renewable sources. The net financial position is expected to benefit from the significant cash generated by the operating plants. However, the level of investment required to construct the above mentioned plants will continue to impact the net financial position of the Actelios group. With regard to the Sicily projects, given the events that occurred in 2009, as detailed above, regarding the Conventions signed in 2003 and the supplementary agreements that amended the operating conditions of Tifeo Energia Ambiente, Platani Energia Ambiente and Palermo Energia Ambiente, compared to 2008, in evaluating the assumptions on which to base the company and consolidated financial statements for the year ended 31 December 2009, Actelios directors deemed appropriate, given the uncertainty surrounding the situation, to use the assistance of an expert in this field. A detailed opinion was issued on 25 February 2010 by the expert to the managing director of the project companies regarding the possible outcomes of the claims filed by Tifeo, Platani and Palermo against ARRA and Zurich following termination of the Conventions, as support in preparing the financial statements at 31 December 2009. On the basis of the opinion, which argues and concludes the risk of the companies being declared in breach of the Conventions as modest, explaining that the fact that a new industrial operator did not take over the contract arose as no parties participated in the new bid or the negotiated procedures may be solely attributed to the Regional Authorities having no intention to construct the plants related to the projects. Given also that the authorisation renewal applications were admitted in part and that the Region is studying a waste plan that is compatible with the corporate purposes, the directors prepared the financial statements 30

on a going concern basis as the asset values, more specifically goodwill, property, plant and equipment and investments will be realised as part of the ordinary operations in fulfilling the terms of the Conventions and the related supplementary agreements as requested by Tifeo, Platani and Palermo through legal actions. Consequently, no impairment loss was recognised in the consolidated financial statements on costs capitalised under the headings property, plant and equipment, goodwill relating to the projects and on investments in the financial statements of Actelios SpA. 5.2 Operating and financial review of Actelios SpA 5.2.1 Financial highlights (Euro thousands) 31.12.2009 31.12.2008 Revenue 189 1,073 Cost of sales (289) (167) Gross profit (100) 906 Operating profit/(loss) (6,333) (3,728) Profit for the year 10,240 17,688 Invested capital net of provisions 99,493 85,069 Total equity 346,469 346,381 Net financial position - asset 246,976 261,312 Capital expenditure 59 1,255 Employees (no.) 33 30 Ordinary shares (no.) 67,680,000 67,680,000 5.2.2 Results and review of business in 2009 The 2009 financial year closed with a profit for the year of Euro 10,240 thousand, after recording amortisation and depreciation of Euro 47 thousand and income from the group consolidated tax regime of Euro 714 thousand and trade tax (IRAP) of Euro 66 thousand. The results are down slightly compared to the previous year, with a decrease in operating profit (-Euro 2,605 thousand) due to lower revenue (-Euro 884 thousand) and a fall in other income (-Euro 1,221 thousand). Net finance income also fell (-Euro 7,675 thousand) due to lower interest rates. Finally, investment income and costs recorded in 2009 amount to Euro 11,176 thousand and relate to Prima Srl (Euro 5,100 thousand) and Frullo Energia Ambiente Srl (Euro 6,076 thousand). This heading also includes a charge of Euro 465 thousand to the investments provision in order to reflect the share of net equity of Actagri Srl being below carrying value. The net financial position, a total asset of Euro 246,976 thousand, represents a Euro 14,336 thousand decrease compared to the balance at 31 December 2008, principally due to dividend distributions (Euro 10,152 thousand). 31

5.2.3 Employees The total number of company employees at 31 December 2009 was 33, comprising 9 managers and 24 white-collar staff, representing an increase of 3 compared to 31 December 2008. 5.2.4 Capital expenditure Capital expenditure amounted to Euro 59 thousand and principally relates to the acquisition of software for Euro 42 thousand and furnishings and personal computers for a total of Euro 17 thousand. 5.2.5 Directors, statutory auditors, general managers and their interests Company No. shares held No. shares No. of No. shares held at at 1 January 2009 purchased shares sold 31 December 2009 Paride De Masi through Italgest Energia SpA Actelios SpA 3,059,320 1,885,000 1,174,320 Marco Agostini Actelios SpA 60,000 60,000 Enrico Falck Actelios SpA 8,000 8,000 Roberto Tellarini Actelios SpA 40,000 40,000 The information in the table above was provided by the relevant parties. 5.2.6 Related party transactions Actelios SpA carries out arm s length transactions of both a trade and financial nature with its parent company, subsidiaries and associates. These transactions allow group synergies to be achieved through the use of common services and knowhow and the application of common financial policies. In particular, the transactions relate to specific activities, details of which are provided in the notes to the financial statements and include: - Treasury management, raising finance and issuing guarantees; - Administrative and professional services; - Management of common services. The company also opted to use the consolidated tax regime with its parent company Falck SpA and the fiscal transparency regime with the associate Powercrop SpA. The company is 68.72% owned by Falck SpA that in turn is 65.96% owned by Finmeria Srl, with which no transactions of an economic or financial nature take place. 5.2.7 Direction and coordination activities In accordance with article 2497 bis, paragraph 5 of the Italian Civil Code, it is noted that Falck SpA performs direction and coordination activities in respect of the company. The activities performed are of a commercial and financial nature as noted above, and resulted in Euro 1,989 thousand of income in the financial statements in respect of finance income on liquidity invested with Falck SpA calculated applying market rates 32

and Euro 188 thousand representing income from services performed on behalf of the parent company The profit for the year also includes the costs of services performed by Falck SpA for a total Euro 3,433 thousand and finance costs of Euro 58 thousand. 5.2.8 Holding of own shares or parent company shares In accordance with article 2428, sub-section 2, point 3 of the Italian Civil Code, the company declares that at 31 December 2009 it had no holdings in its own or its parent company shares. 5.2.9 Purchase and sale of own shares or parent company shares In accordance with article 2428, sub-section 2, point 4 of the Italian Civil Code, the company declares that during the year ended 31 December 2009 it did not purchase or sell holdings in its own or its parent company shares. 5.2.10 Share schemes The company does not currently operate employee benefit schemes through the implementation of stock option plans. 5.2.11 Proposed distribution of profit for the year Dear Shareholders, the financial statements for the year ended 31 December 2009 closed with a profit for the year of Euro 10,240,497. We propose to distribute this profit as follows: (Euro) 5% to the legal reserve 512,025 Euro 0.85 cents to each of the 67,680,000 ordinary shareholders 5,752,800 Retained earnings 3,975,672 Total 2009 profit for the year 10,240,497 Where in agreement, we invite you to approve the 2009 Annual Report comprising the balance sheet, income statement, statement of comprehensive income, cash flow statement, statement of changes in equity and notes to the financial statements. Milan, 10 March 2010 On behalf of the board of directors The Chairman Federico Falck 33

5.3 Report on corporate governance and ownership structure in accordance with article 123-bis Consolidated Finance Act (Traditional administration and control model) Introduction Actelios SpA complies and conforms to the Code of Self Discipline for listed companies (hereinafter the Code ), which was approved by the Corporate Governance Committee in March 2006 and is promoted by Borsa Italiana SpA. The Code s recommendations were adopted by the board of directors of Actelios SpA in resolution passed on 27 July 2007, with the exception of the recommendation to establish a nominations committee. This report is divided into three sections: the first contains a general description of the corporate governance structure adopted; the second analyses and illustrates in more detail implementation of the Code s requirements; the third provides summary details in table format. Finally, please note that company documentation mentioned in this report is available in The Company Section of the company s website www.actelios.it. 5.3.1 Corporate governance structure The corporate governance structure comprises the administration and control department and the body of shareholders. In accordance with current legislation, the control of the accounting records is assigned to a firm of independent auditors. Paolo Rundeddu was appointed Compliance Officer responsible for the preparation of the company s accounting information by the board of directors as required by Law 262/05. The board of directors of Actelios SpA approved the adoption of the Organisation and Operations Manual (the Manual ) on 7 May 2009, updated to reflect changes introduced to Legislative Decree 231/01, which better represents the current organisation structure of the company. More specifically, the Manual was integrated in relation to the following areas: i) relations with Public Authorities; ii) market abuse; iii) safety; iv) Information Technology crime; v) anti-money laundering. The Manual is updated constantly and further amendments to the text are underway that will be reviewed by the board of directors. Actelios SpA is subject to direction and coordination by the parent company Falck SpA which effectively performs coordination activities and/or issues a set of directives for strategic purposes, without affecting the autonomy and independence of the company and its corporate bodies. In accordance with article 2497 bis of the Italian Civil Code, Actelios SpA performs direction and co-ordination activities in respect of the following group companies: Actelios Solar SpA, Actagri Srl, Ecosesto SpA, Elettroambiente SpA, Platani Energia Ambiente ScpA, Prima Srl, Solar Mesagne Srl, Solar Rende Srl and Tifeo Energia Ambiente ScpA. 5.3.1.1 Corporate bodies and respective roles Board of directors The board of directors plays a central role in the corporate governance structure as it is vested with all powers required for the ordinary and extraordinary management of the company (article 20 of the articles of association). The board is responsible for outlining strategic and organisational plans, reviewing and approving strategic, industrial and financial plans, granting and cancelling proxies, and reviewing and approving significant financial transactions, in particular in respect of related party transactions. In accordance with Article 17 of the articles of association, the company is presided by a board of directors 34

that consists of between 5 and 15 members whose term of office, determined by the AGM, may not exceed three years and may be reappointed. Appointment of the board of directors takes place, in accordance with article 17 of the articles of association and the provisions therein, based on lists submitted by the shareholders in which the candidates must be listed in order by number; the lists of candidates, signed by the shareholders who submitted them, must be filed at company headquarters at least fifteen days prior to the date set for the first call of the AGM and will be made public in accordance with law. Shareholders who hold the right to appoint directors are those who, either individually or jointly with other shareholders, hold at least one fortieth of share capital or the lower percentage determined by law, and are required to prove the number of shares held not later than two working days prior to the first call of the AGM; the list must provide details of the identity of the shareholders who presented it and the relevant shareholding. Shareholders who, individually or jointly, in total represent less than 10% of voting share capital may only submit 3 candidates per list. Submitted lists that do not conform to the above terms are rejected. No shareholder may submit or jointly submit, either by means of a third party or trust company, more than one list; the shareholders that are subject to common control under article 2359 of the Italian Civil Code or those who take part in a syndicate vote may submit, or jointly submit, one list only. Each shareholder may vote for one list only. Each candidate may be included in only one list otherwise they will be considered ineligible. The declarations in which each candidate accepts the nomination and bears witness to the fact that there are no reasons why they should be considered ineligible or incompatible with the requirements of law and that they possess the requirements prescribed by law and the rules of the members of the board of directors, are filed with each list within the above-mentioned time limits together with a curriculum vitae detailing personal and professional characteristics and administration and control roles held in other companies and their ability to be considered an independent director in compliance with law or regulations. Any incomplete or incorrect information relating to individual candidates will result in cancellation of their names from the list to be voted on. In order to obtain the appointment of the candidates presented, the lists submitted and voted on must attain at least half the percentage of votes of those required by Article 17 governing submission of the lists; where this is not achieved the related lists will not be taken into consideration. Election of the members of the board of directors proceeds as follows: a) The total number of directors to be appointed less one is selected based on the progressive order in which they are included in the list that received the highest number of votes in the AGM; b) The remaining director to be appointed is the first name on the list that obtained the second highest number of votes in the AGM, and that is not linked in any way, even indirectly, with the shareholders that submitted or voted for the list that obtained the highest number of votes, and he must possess the professional and reputation requisites prescribed by regulations in force. Where these requisites are not met the appointment will be annulled. In the event that only one list is submitted or put forward for voting, all of the directors will be chosen from this list. Where no lists are submitted or the number of directors appointed is less than the number required by the AGM, the AGM must be called again in order to appoint the full board of directors. Where, due to resignation or any other reason, the board is short of one or more directors, the provisions of article 2386 of the Italian Civil Code must be followed ensuring the relevant requisites are met. Where not specified by the AGM, the members of the board will appoint a Chairman, one or more Deputy Chairman, and managing directors, assigning executive powers and establishing the related limits. 35

The board of directors, together with the board of statutory auditors, receives regular and complete information, at least on a quarterly basis and in accordance with article 150 of Legislative Decree 58/98, from the managing director regarding the activities performed by him during the period in relation to the powers vested in him. The board of directors has set up, in accordance with the Code, a remuneration committee and an internal control committee that provide consulting and advisory services, and has appointed an investor relator. The members of the board of directors at the year end were: Name Office Federico Falck Chairman Bruno Isabella Deputy chairman Paride De Masi Deputy chairman (resigned on 10 February 2010) Roberto Tellarini Managing director (executive) Marco Agostini Director Augusto Clerici Bagozzi Director (independent) Enrico Falck Director Giovanni Maria Garegnani Director (independent) Piero Manzoni Director Ferruccio Marchi Director Umberto Rosa Director (independent) Guido Rosa Director Bernardo Rucellai Director (independent) Claudio Tatozzi Director (independent) Fabrizio Zenone Director (appointed from the minority list) Within the context of the reorganisation of the organisation and governance structure of the Falck Group and subsequent to the request submitted by Falck SpA, an ordinary shareholders meeting took place on 16 December 2009 in which resolution was passed to increase the number of members of the Board of Directors from 10 to 15 (appointed by shareholder resolution on 29 April 2008) and to appoint 5 new members: Guido Rosa, Giovanni Maria Garegnani (independent director), Bernardo Rucellai (independent director), Claudio Tatozzi (independent director) and Fabrizio Zenone (director appointed from the minority list). In the course of 2009 the directors Achille Colombo and Giuseppe Gatti resigned from office (on 15/09/2009 and 06/11/2009 respectively). The Board of Directors appointed by cooptation, under article 2386 of the Italian Civil Code, Piero Manzoni and Augusto Clerici Bagozzi (in the board resolutions of 29/10/2009 and 16/11/2009 respectively). The two co-opted directors were appointed directors in the shareholders meeting of 16 December 2009. The Deputy chairman Paride De Masi resigned from office on 10 February 2010. The board of directors, in the board resolution of 10 March 2010, appointed by cooptation under article 2386 of the Italian Civil Code, Elisabetta Falck whose term of office ends at the next AGM. Executive Committee Resolution was passed by the board of directors on 29 October 2009 to set-up an executive committee in accordance with article 17 of the articles of association. The executive committee comprises 4 directors namely the Chairman, Federico Falck, the managing director, Roberto Tellarini and the directors Enrico Falck and Piero Manzoni. 36

The Executive Committee is vested with all ordinary and extraordinary administrative powers with a limit of Euro 1 million for a single action/transaction, it being understood that although within the powers assigned to the Executive Committee, any Significant Transactions such as: i) purchase/disposal of investments or businesses; ii) purchase/disposal/exchange of assets; iii) stipulation, amendment and cancellation of acts, contracts and agreements that involve personal or real guarantees of any nature issued on behalf of, or in the interests of, third parties; iv) financial transactions relating to derivative instruments or financial instruments not required for business purposes; and v) employment/dismissal/of Managing Director and salary amendments, must receive the prior approval of the Board of Directors of the relevant sub-holding. Board of statutory auditors appointment The board of statutory auditors oversees compliance with the law and the company s articles of association, monitors the correct application of administrative procedures and, in particular, verifies the effectiveness of the internal control system and the organisational, administrative and accounting structure and that this structure functions correctly. The members of the board of statutory auditors are appointed for a three year period and may be reappointed. All members of the board of statutory auditors must possess the requisites of reputation and independence established by law. Appointment of the board of statutory auditors takes place, in accordance with article 24 of the articles of association, applying the rules and regulations thus in conformance with article 148 of the Consolidated Finance Act and article 144-sexies of Consob (the Italian stock exchange commission) regulation 11971 dated 14 May 1999 and ensuing amendments, based on lists submitted by the shareholders who at the time of submission demonstrate a minimum holding determined in accordance with the provisions of article 147 ter of Legislative Decree 58 of 24 February 1998, which currently corresponds to 2.5% of share capital. Minority shareholders have the right to appoint one permanent member and one substitute member of the board. In the event that there are equal votes between the minority shareholder lists, the oldest candidates for permanent auditor and substitute auditor will be appointed respectively. At least one of the permanent auditors and one of the substitute auditors are chosen from the Registro dei Revisori Contabili (the Italian register of approved statutory auditors) who are required to have practiced as auditors for not less than three years. The statutory auditors who do not meet the above requirement are chosen from those who have gained experience for at least a consecutive three-year period in: - a managerial role in administration, finance and control in a listed company with a share capital of not less than Euro two million; - a professional role or as a university lecturer in law, economics and financial subjects that are closely related to the business of the company; - a managerial role in the public sector or in public administration authorities that operate in the areas of credit, finance, insurance, property as well as in the energy, industrial, environmental, commercial and information technology sectors and that perform activities closely related to those carried out by the company in similar areas, either directly or through subsidiaries. These rules reflect the new regulatory requirements of Law 262/05 and Legislative Decree 303/06. No changes were made to the board of statutory auditors appointed in the annual general meeting of 29 April 2008. The board of statutory auditors currently comprises three permanent members and two substitutes who are all members of the Albo dei Revisori Contabili (the Italian register of approved statutory auditors). 37

Name Roberto Bracchetti Aldo Bisioli Nicola Vito Notarnicola Massimo Foschi Fabio Artoni Office Chairman Statutory auditor Statutory auditor Substitute statutory auditor Substitute statutory auditor The emoluments of the members of the board of statutory auditors were established in the AGM, during which it was decided that for the term in office (2008-2010) the fees for the two permanent members will equal the minimum prescribed in professional standard tables, while the chairman will receive this amount increased by 50%. Meetings of the board of statutory auditors may also take place by audio-videoconference and/or by teleconference on condition that all of those entitled to participate are able to be identified, that they may intervene in discussions in real time and that they are informed sufficiently in advance. Shareholders meetings The annual general meeting (AGM) is the body which represents all of the shareholders and passes ordinary resolutions in relation to: the approval of the annual report, the appointment or removal of the members of the board of directors, the appointment of the members of the board of statutory auditors, the emoluments of the directors and statutory auditors, the appointment for the control of the accounting records, and directors and statutory auditors responsibilities. In extraordinary meetings the shareholders may approve share capital increases, excluding or limiting pre-emption rights when it is in the company s interest to do so and within the limit of 10% of existing share capital. The shareholders convene at least once a year in order to approve the annual report. Those shareholders in respect of whom notice from the intermediary was received at least two working days prior to the first call, in accordance with article 2370 of the Italian Civil Code, may attend the shareholders meeting. Where this limit falls on a Saturday or public holiday, it will be extended to the following working day. All shareholders who have the right to attend the meeting may be represented by written proxy, which may also be attached to the above notice. A proxy form that complies with current legislation must be attached to each notice issued to the shareholders by the intermediary; a further written proxy is available on the company website at www.actelios.it. The shareholders who, either individually or jointly, represent at least one fortieth of the share capital may request, within five days of the notice of the AGM being issued, that additional matters be added to the agenda, providing details of them in the request. Any integrations to the AGM s agenda as a result of these requests must be notified following the same procedure as the notice calling the AGM, at least ten days before the date set for the meeting. Integrations are not admitted in relation to matters on which the AGM is required to deliberate, in accordance with law, presented by the board of directors or in relation to projects or reports prepared by them. The meeting is chaired by the chairman of the board of directors or, in his absence, the deputy chairman. Ordinary and extraordinary meetings are considered to have been called correctly and have the ability to approve in the first, second and third calls when the numbers and majorities required by law are met. In accordance with Italian stock exchange recommendations, on 27 April 2005, the Rules of the Shareholders Meetings were approved during the annual general meeting. These were updated in the extraordinary shareholders meeting that took place on 21 June 2007. The shareholders met twice in 2009: on 16 April 2009 to approve the annual report for the year ended 31 December 2008 and on 16 December 2009 (in accordance with article 2367 of the Italian Civil Code) for the board of directors to appoint two directors by cooptation in accordance with article 2386 of the Italian Civil Code and to increase the number of members of the board from 10 to 15, appointing 5 new directors. 38

Control of accounting records The control of the accounting records is carried out in accordance with the law by a firm of independent auditors that is registered with Consob. The annual general meeting of 27 April 2005, following consultation with the board of statutory auditors, assigned this engagement to PricewaterhouseCoopers SpA. The shareholders meeting of 27 April 2007 resolved to extend this appointment up to the approval of the 2010 annual report following the changes introduced by Legislative Decree 303/2006 that extended the duration of audit appointments from 6 to 9 years. Compliance officer Paolo Rundeddu was appointed Compliance Officer responsible for the preparation of all the company s accounting information, as required by Law 262/05, on 3 August 2009. Paolo Rundeddu was appointed by resolution passed by the board on 30 July 2009 following Ferdinando Sciagata s resignation from this role. The latter had been appointed to this role on 1 May 2009, following the resignation of Carlo Magnani (appointed to this role on 24 September 2007). The Compliance Officer has acquired the relevant experience through managerial roles carried out in the areas of administration, finance and control. Article 24 of the articles of association requires that the Compliance Officer must have acquired at least three years cumulative experience in managerial roles in the areas of administration finance control in the public sector or companies operating in the credit, finance, insurance, property, commercial and IT sectors that perform activities similar to those carried out by the company, either directly or through subsidiaries. 5.3.1.2 Share capital In accordance with article 6 of the articles of association, share capital amounts to Euro 67,800,000 represented by 67,680.000 ordinary shares with a nominal value of Euro 1.00 each. Each share entitles the holder to one vote at the AGM. Significant shareholders at 31 December 2009 comprised Falck SpA, with a 68.72% holding, which in turn is 65.96% owned by Finmeria Srl. The remaining shares are held by shareholders who own less than 2% of share capital. 5.3.1.3 Organisation and Operations Manual in accordance with Legislative Decree 231/01 The board of directors approved implementation of the Organisation and Operations Manual (the Manual) on 7 May 2009, which had been updated to reflect changes in legislation introduced by Legislative Decree 231/01 and better represent the company s organisation structure. The Manual was updated to include the following: Relations with Public Authorities - The introduction and original version of the Manual was revised in relation to crimes arising from relations with Public Authorities subsequent to the review of the following areas. - A more precise and detailed risk assessment in relation to functional roles also and with specific reference to the structure of Actelios and its subsidiaries. - Integration of legal arguments and topics that have arisen from implementation of the Manual, for example the incorporation of public officials and public service representatives, figures which play an important active and passive role in our business. Market abuse - Updates were made in line with changes in legislation and regulations. 39

Safety - Additional updates were made following the certifications awarded and to comply in full, until verified to the contrary, with health and safety laws. Information Technology crimes - New sixth special section included. Anti-money laundering - Integration of anti-money laundering section (already included in a draft version awaiting clarification on regulation and implementation that was issued later). The Manual is updated continuously and a further amendment to the text will be reviewed by the board of directors in 2010. The Supervisory Board, an independent control body the members of which are chosen for their professionalism, honour, skill, independence and operational autonomy, is responsible for overseeing the effective implementation and adherence to the Manual. All of the companies in the Actelios group have adopted the same Manual as Actelios SpA, subject to adjustments to take into consideration the different corporate cultures and any specific requirements. 5.3.1.4 Company procedures Company procedures were updated and amended to reflect adoption of the Manual with particular emphasis placed on the requirements of Legislative Decree 231/01. The internal control committee verifies on a continuous basis that the procedures conform with the current organisation structure and propose changes in order to align them with company requirements. A study to update further the entire procedures process is currently underway. 5.3.1.5 Code of Conduct The Code of Conduct sets out the rules that are fundamental to maintaining ethical conduct and the general principles relating to all corporate governance tools, which should reflect the principles of the code. The rules of the Code of Conduct establish the principles and guidelines to be followed in carrying out business, in employee relationships and in all relationships between employees and third parties. The regulations set out in the code are not restricted to employees. Employees are in fact obliged to ensure that the rules established in the Code of Conduct are adhered to by all independent parties who work with or have any form of dealings with the company. This extension of the rules takes on particular importance following introduction of the regulations arising from Legislative Decree 231/01. 5.3.1.6 Code of Insider Dealing Law 62/05, which implemented into Italian law the EU Directives on market abuse (Directive 2003/6/EC of the European Parliament and Council dated 28 January 2003; Directive 2003/124/EC of the Commission dated 22 December 2003; Directive 2004/72/CE of the Commission dated 29 April 2004), superseded article 114 of Legislative Decree 58/98. Consob, in turn, issued resolution 15232 dated 29 November 2005 that forms part of the Listing Rules issued under resolution 11971 in 1999, which dictates the implementation rules in relation to the above regulatory requirements. Consequently, Actelios SpA passed resolution on 12 May 2006 to adopt the new Code of Insider Dealing, defined the Procedure ex articles 114 and 115 bis of Legislative Decree 58/98 and according to the provisions of chapter VII sections I and II of the Listing Rules. 40

The Code of Insider Dealing represents the instrument that guarantees maximum transparency and uniformity of market information in relation to financial operations on the share capital of Actelios SpA undertaken by Relevant Parties, defined as those who have access to significant information regarding the company and the group and as a result possess wider knowledge of the strategies adopted by the company. The rules set out in the Code of Insider Dealing, to be adopted by Actelios SpA and all of its subsidiaries, are compulsory and may not be broken and, as a result, disciplinary action will be taken in the event of noncompliance. As required by article 2 of Section II of the Code of Insider Dealing, the register that details the individuals who, as a result of their work or professional activities or the tasks performed, either permanently or occasionally, have access to privileged information, has been updated. 5.3.2 Implementation of the Code of Self Discipline 5.3.2.1 Board of directors The board of directors is appointed for a three year period, is vested with the widest range of powers required to perform ordinary and extraordinary managerial activities and meets at least once every three months. The current board of directors includes the following five independent members: Augusto Clerici Bagozzi Giovanni Maria Garegnani Umberto Rosa Bernardo Rucellai Claudio Tatozzi The board apportions the emoluments to each director and, in line with the articles of association and the provisions of article 7 of the Code of Self Discipline, and based on the proposal of the remuneration committee, defines the emoluments to be paid to those directors who hold specific offices, taking into consideration the powers vested in them. The board of directors term in office will expire on approval of the annual report for the year ended 31 December 2010. 5.3.2.2 Duties and powers The board of directors examines and approves strategic, industrial and financial plans; delegates and withdraws powers to/from top management; determines, following examination of the proposals of the remuneration committee and having consulted with the board of statutory auditors, the remuneration of those directors who hold specific offices and apportions the total emoluments among the individual board members; oversees the general operating performance, with particular attention to potential conflicts of interest, related party transactions, and those transactions that may be significant in economic and financial terms; examines the adequacy of the organisational and general administrative structure of the company and the group as determined by the managing directors; reports to the shareholders in the AGM. The managing director prepares a report in writing to the board of directors and board of statutory auditors at least once every quarter, detailing operations carried out, general performance, future developments and transactions of significant economic and financial impact and transactions that may result in potential conflicts of interest. The managing director Roberto Tellarini has been assigned ordinary administrative powers regarding the coordination of company management with a limit of Euro 1 million for individual transactions. 41

In accordance with the company s articles of association, legal representation of the company is vested in the chairman, and the deputy chairmen and managing director within the limits of the respective responsibilities. In the course of 2009, the board of directors met 9 times with the following attendance by directors and statutory auditors: Meeting Directors attendance Statutory auditors attendance 12 March 2009 8/10 3/3 31 March 2009 8/10 3/3 27 April 2009 9/10 3/3 7 May 2009 9/10 3/3 30 July 2009 9/10 3/3 29 September 2009 7/10 3/3 29 October 2009 9/10 3/3 16 November 2009 9/10 2/3 22 December 2009 12/15 3/3 The chairman co-ordinates the board s activities and presides over board meetings and ensures that the interested parties receive in advance all information necessary in order that they may participate effectively, with the exception of matters considered urgent or confidential. 5.3.2.3 Composition of the board of directors The board of directors comprises the following 15 directors including 1 executive and 5 independent directors: Name Office Federico Falck Chairman and legal representative Bruno Isabella Deputy chairman and legal representative Roberto Tellarini Managing director and legal representative Executive Marco Agostini Director Augusto Clerici Bagozzi Director Independent Enrico Falck Director Elisabetta Falck Director Giovanni Maria Garegnani Director Independent Piero Manzoni Director Ferruccio Marchi Director Umberto Rosa Director Independent Guido Rosa Director Bernardo Rucellai Director Independent Claudio Tatozzi Director Independent Fabrizio Zenone Director The independence of directors is carefully evaluated by verifying the absence of significant financial interests, that no controlling equity interests or interests that may exercise significant influence are held and that the requisites set out by law are in place. 42

As required for informative purposes, the roles held by the directors in other companies are as follows: Federico Falck Chairman Chairman of the board of directors of: and legal representative - Falck SpA - Riesfactoring SpA Director of: - Falck Renewables Plc - Falck Energy S.A. - Banca Popolare di Sondrio ScpA - Cassa di Risparmio di Parma e Piacenza SpA - Italcementi SpA Member of the council and executive committee of Assolombarda Member of the council of Assonime Bruno Isabella Deputy chairman Chairman of the board of directors of: and legal representative - Sirap-Gema SpA (*) - Sirap-Gema Insulation Systems Srl (*) - Mondi Packaging Italia SpA Director of: - Falck SpA - Arriva Italia SpA (*) term ends on 1 April 2010 Roberto Tellarini Managing director Chairman of the board of directors of Finset Srl and legal representative Deputy chairman of Ecosesto SpA Director of: - Actagri Srl - Elettroambiente SpA - Powercrop SpA Marco Agostini Director - Augusto Clerici Bagozzi Director Director of: - Cassa Lombarda SpA - Danieli e C. Officine Meccaniche SpA Sole director of S.I.O.R.A. Srl Chairman of the board of statutory auditors of: - BIC Italia SpA - Disano Illuminazioni SpA - Lamplast Finanziaria SpA - Padis Investimenti SpA - Padisis Investimenti SpA - Sidis Investimenti SpA - Sirius SpA - SG Leasing SpA - SG Factoring SpA Statutory auditor of: - O.R.M.I.G. Officine Riunite Macchine Industriali Genova SpA - SGAM Italia SIM SpA Substitute statutory auditor of: - Finmeria Srl - PI-VI Holdings SpA Società finanziaria e di servizi - Pitteri Violini SpA Industriale e Commerciale - Edizione Srl 43

Enrico Falck Director Chairman of the board of directors of: - Actagri Srl Director of: - Falck SpA - Riesfactoring SpA - Bioland SA - Falck Renewables Plc Elisabetta Falck Director - Giovanni Maria Garegnani Director Member of the supervisory council of Deutsche Bank SpA Chairman of the board of statutory auditors of Gewiss SpA Statutory auditor of Immobiliare Tesmes SpA Piero Manzoni Director Managing director of Falck SpA Director of Falck Renewables Plc Ferruccio Marchi Director Deputy chairman of: - Falck SpA - Essemar SpA Managing director of: - Marchi Industriale SpA - Giofin Srl Director of: - Castello della Pia Srl - Castel di Pietra Srl - Nugola SpA Sole director of: - Marfin Srl - Unico Donatello Real Estate Srl - Msm Solar Srl - MG Solar Srl Umberto Rosa Director Chairman of the board of directors of Nerviano Medical Science Srl (resigned from office on 28 January 2010) Director of: - Amplifon SpA - Finlombarda SGR Guido Rosa Director Chairman AIBE Association of overseas banks in Italy, since 1987 Chairman of the board of directors of Fiditalia SpA Director of: - Falck SpA - Assbank National association of private banks - ABI Member of the executive committee of ABI Bernardo Rucellai Director - Claudio Tatozzi Director Director of Fadalti SpA Fabrizio Zenone Director Chairman of the board of directors of: - Essemar SpA - Sepsa S.A. Director and general manager of Esseco Group Srl Director of: - Enartis Chile Limitada - Esseco Srl - Zolfindustria Srl - Ever Srl - Brotherton Esseco Ltd - Vnquiry Inc. - Sofralab S.A. 44

5.3.2.4 Committees Nominations committee The company has not set up a nominations committee as nominations are submitted by the majority or controlling shareholders who perform a prior selection process on candidates. Remuneration committee This was set up on 25 February 2002 with the purpose of formulating proposals regarding remuneration and potential stock option schemes to be assigned to directors that hold specific offices in the company and, in agreement with the managing director, potential stock option schemes for group management. This committee was reappointed on 22 December 2009. To date the company has not set up any stock option schemes. The members of the committee are: Name Claudio Tatozzi (independent director) Umberto Rosa (independent director) Piero Manzoni Office Chairman of the committee The remuneration committee met twice in 2009. Internal control committee The internal control committee was originally set up on 25 February 2002 to put forward proposals and provide consulting services, including; assisting the board of directors in verifying the correct operation of the internal control system, verifying the application of appropriate accounting principles in preparing the consolidated financial statements together with the administration department, and evaluating the proposals put forward by the independent auditors to secure appointment. In accordance with article 8.P.4 of the Code of Self Discipline, the board of directors reappointed the committee in the meeting held on 22 December 2009. The current members are the following non-executive directors: Name Augusto Clerici Bagozzi (independent director) Bernardo Rucellai (independent director) Umberto Rosa (independent director) Office Chairman of the committee The board of statutory auditors and the officer in charge of internal controls are invited to attend the committee meetings. The chairman may also invite the directors and statutory auditors of the company and its subsidiaries, representatives of the independent auditors and external consultants to attend. The committee met 5 times in 2009 and, in addition to the committee members, the meetings were attended by the full board of statutory auditors, the officer in charge of internal controls and the department heads. A number of matters were discussed, with particular emphasis on the work plan set out by the officer in charge of internal controls and the implementation of the Organisation and Operations Manual that conforms with Legislative Decree 231/01. 45

5.3.2.5 Company procedures and roles Internal procedures of the board of directors and the committees The company has not adopted specific internal procedures regarding the board of directors but does however guarantee that all of the necessary documentation and information are provided sufficiently in advance of meetings. The chairman may invite the department heads and staff to board meetings in order to comment further on the matters on the agenda. The executive committee has established specific procedures. Supervisory board In compliance with both article 6.1. paragraph b) of Legislative Decree 231/01, following the resolution passed on 22 December 2009, the supervisory board was appointed and the current members are: Name Giovanni Maria Garegnani (independent director) Bernardo Rucellai (independent director) Tiziano Damiani (Group Internal Audit) Office Chairman of the committee The supervisory board met 4 times in the course of 2009. The interim half-year report was presented to the board of directors meeting of 29 October 2009, while the annual report was reviewed in the meeting that took place on 10 March 2010. Internal control system As set out in the Code of Self Discipline, the company appointed an officer in charge of internal controls who does not report to any members of operations management but reports to the internal control committee, the board of statutory auditors and the directors responsible for this function. Gianluca Gemma was appointed to this role on 24 September 2007 through to 31 December 2008. Tiziano Damiani took over this role on 30 July 2009. Investor Relator The company appointed Giorgio Botta as Investor Relator on 1 June 2007. Compliance Officer responsible for the preparation of company accounting information in compliance with Law 262/05 Paolo Rundeddu was appointed Compliance Officer responsible for the preparation of the company accounting information on 30 July 2009, in compliance with Law 262/05. 5.3.2.6 Board of statutory auditors The board of statutory auditors is appointed in compliance with codified and statutory regulations. The current board of statutory auditors term of office ends on the date of approval of the annual report for the year ending 31 December 2010 and comprises the following members: Name Roberto Bracchetti Aldo Bisioli Nicola Vito Notarnicola Office Chairman Statutory auditor Statutory auditor 46

Other appointments held by the above statutory auditors are listed in the table below: Roberto Bracchetti Chairman of the board Chairman of the board of statutory auditors of: of statutory auditors - Ecosesto SpA - Frullo Energia Ambiente SpA - Prima Srl - Pirelli & C. Real Estate SpA - Pirelli & C. Ambiente SpA - Pirelli & C. Ambiente Site Remediation SpA - RRL Immobiliare Srl - Alsco Italia Srl - SIM SpA - Borgo Antico Srl Statutory auditor of: - Alstom Power Italia SpA - Alstom SpA - Coface Assicurazioni SpA - Coface Service SpA - Coface Factoring Italia SpA - Sorgenia Holding SpA - Sorgenia SpA - Energia Italiana SpA - Sorgenia Power SpA - Pirelli Tyre SpA - Iniziative Immobiliari Srl - Iniziative Retail Srl - La Rinascente SpA - Sir. TESS Tessitura di Rogeno SpA Member of the Supervisory council of Verbund Italia SpA Aldo Bisioli Statutory auditor Chairman of the board of statutory auditors of Veneto SpA Statutory auditor of: - Colorado Film Production Srl - Ferriera Sider Scal SpA - Finanziaria Immobiliare d Este Srl - Iven SpA - Marghera Portuale - Medacta Italia Srl - Nine SpA - Plastotecnica SpA - Sugarmusic SpA - Hydroservice SpA - Bigli 1 SpA Nicola Vito Notarnicola Statutory auditor Managing director of Consuland Srl Director of: - Red Srl - Ansaldo Nucleare SpA Chairman of the board of directors of Findast SpA 47

5.3.3 Attachments The following tables are provided as attachments to this report: - membership of the board of directors and committees; - board of statutory auditors; - other provisions of the Code of Self Discipline. Membership of the board of directors and committees Board of Directors Office Member Executive Non- Independent Independent % Other Internal Remune- Executive executive under Ital. C. under Attendance appoint. Control ration Committee Code CFA No. Committee Committee Chairman Federico Falck X 100 7 X Deputy chairman Bruno Isabella X 100 5 Managing director Roberto Tellarini X 100 5 X Director Marco Agostini X 100 0 Director Augusto Clerici Bagozzi X X X 100 18 X Director Enrico Falck X 100 5 X Director Elisabetta Falck X 100 0 Director Giovanni Maria Garegnani X X X 100 3 Director Piero Manzoni X 100 2 X X Director Ferruccio Marchi X 45 12 Director Umberto Rosa X X 80 2 X X Director Guido Rosa X 100 6 Director Bernardo Rucellai X X 100 0 X Director Claudio Tatozzi X X X 100 1 X Director Fabrizio Zenone X 0 10 Number of meetings held Board of directors 9 Internal Control Committee 5 Remuneration Committee 2 Executive Committee 2 Board of statutory auditors Office Member % attendance Other appointments no. Chairman Roberto Bracchetti 100 25 Statutory auditor Aldo Bisioli 100 12 Statutory auditor Nicola Vito Notarnicola 100 4 Number of meetings held 9 Quorum required for minority shareholders to submit nomination lists 1/40 of share capital 48

Further provisions of the Code of Self Discipline YES NO Reason for departing from recommendation Delegation procedure and related party transactions The board of directors (BOD) has assigned powers establishing: a) limits X b) method of operating X c) timing of reporting X It is practice to provide information during every board meeting The BOD has maintained the task of examining and approving significant economic and financial transactions (including related party transactions) X The BOD has defined guidelines and criteria for identifying Powers are vested with limits for Significant significant transactions X Transactions The guidelines and criteria are detailed in the attached report X See paragraph on powers vested in Executive Committee The BOD has defined specific procedures to examine and related party transactions X The approval procedure for related party transactions is set out in the attached report X Procedures applied for the most recent appointment of directors and statutory auditors The nomination for the role of director was deposited at least 10 days prior to the meeting X Nomination to the role of director included sufficient information? X Nomination to the role of director included documentation supporting the independence of the candidates? X Presentation of the nominees for the office of statutory auditor took place at least 10 days prior to the meeting X Nomination to office of statutory auditor included the relevant supporting information X Shareholders' meetings The company approved the procedural rules regarding These were adopted in the shareholders' meeting shareholders' meetings X of 27 April 2005 and modified on 21 June 2007 The nominees operate independently of department heads X Is there a department assigned to internal controls X Investor relator The company has nominated an investor relator (IR) X Giorgio Botta Investor relations department and references of Investor Relator X Sesto San Giovanni, Via Alberto Falck 4/16 tel 02-24333338 -fax 02-24791214 49

6 Consolidated financial statements for the year ended 31 December 2009

6.1 Consolidated balance sheet 31.12.2009 31.12.2008 Note of which of which (Euro thousands) related parties related parties Assets A Non-current assets 1 Intangible assets (1) 44,963 69,698 2 Property, plant and equipment (2) 224,140 221,950 3 Financial assets (3) 11 11 4 Medium/long-term financial receivables (4) 2,099 5 Deferred income tax assets (7) 9,990 10,470 6 Other receivables (6) 1,776 1,115 810 Total 280,880 305,038 B Current assets 1 Inventories (8) 4,318 5,588 2 Trade receivables (5) 22,012 169 27,759 180 3 Other receivables (6) 12,244 2,201 11,060 308 4 Financial receivables (4) 158,935 153,963 178,291 172,288 5 Financial assets 6 Cash and cash equivalents (9) 20,709 21,031 Total 218,218 243,729 C Non-current assets held for sale Total assets 499,098 548,767 Liabilities D Equity 1 Ordinary shares 67,680 67,680 2 Reserves 252,257 251,325 3 Retained earnings 19,737 13,086 4 Profit for the year 4,175 17,927 Capital and reserves attributable to group equity holders (10) 343,849 350,018 5 Minority interest in equity 5,803 4,976 Total equity (10) 349,652 354,994 E Non-current liabilities 1 Medium/long-term financial liabilities (13) 57,922 76,745 2 Other non-current liabilities (15) 396 3 Deferred income tax liabilities 4 Provisions for other liabilities and charges (11) 1,008 813 5 Staff leaving indemnity (12) 2,223 2,130 Total 61,153 80,084 F Current liabilities 1 Trade payables (14) 48,613 9,550 46,598 5,330 2 Other payables (15) 13,216 5,665 41,199 26,992 3 Short-term financial liabilities (13) 26,464 1,597 25,892 1,691 4 Provisions for other liabilities and charges Total 88,293 113,689 G Liabilities attributable to non-current assets held for sale Total liabilities 499,098 548,767 Related party transactions are detailed on page 77. 53

6.2 Consolidated income statement 31.12.2009 31.12.2008 Note of which of which (Euro thousands) related parties related parties A Revenue (16) 94,923 75 97,699 341 Direct labour costs (17) (6,436) (6,036) Direct costs (18) (55,661) (133) (50,686) B Cost of sales (62,097) (56,722) C Gross profit 32,826 40,977 Other income (19) 1,354 169 5,546 130 Other employee costs (17) (3,715) (4,083) Administrative expenses (20) (11,663) (4,119) (9,503) (3,051) D Operating profit 18,802 32,937 Finance costs - net (21) (2,669) 1,931 (363) 6,523 Investment costs (22) (10) E Profit before income tax 16,133 32,564 Income tax expense (23) (10,399) (13,102) F Profit for the year 5,734 19,462 G Profit attributable to minority interest 1,559 1,535 H Profit attributable to group equity holders 4,175 17,927 There were no non-recurring income or costs in 2009. Related party transactions are detailed on page 82. 54

6.3 Statement of comprehensive income 31.12.2009 31.12.2008 (Euro thousands) Gross Tax Net Gross Tax Net A Profit for the year 16,132 (10,398) 5,734 32,564 (13,102) 19,462 Other elements recognised in equity: (Gains)/losses reversed to income statement in respect of available-for-sale financial assets, previously recorded in net equity B (Gains)/losses reversed to income statement previously recognised in equity Foreign exchange differences on translation of overseas financial statements Fair value adjustment of available-for-sale financial assets Balance of actuarial gains/(losses) on employee benefits Fair value adjustments of derivatives designated as cash flow hedges Portion of other elements recorded in net equity relating to associates and joint ventures C Gains/(losses) recognised directly in equity in the period B+C Total other elements recognised in equity A+B+C Total recognised gains/(losses) 16,132 (10,398) 5,734 32,564 (13,102) 19,462 Attributable to: - Equity holders of the parent company 4,175 17,927 - Minority interest 1,559 1,535 55

6.4 Consolidated cash flow statement 31.12.2009 31.12.2008 Note of which of which (Euro thousands) related parties related parties Cash flows from operating activities Profit for the year 5,734 19,462 Adjusted for: Amortisation and impairment of intangible assets 6,637 490 Depreciation and impairment of property, plant and equipment 9,460 14,059 Staff leaving indemnity provision 467 467 Fair value of financial assets Finance income (2,416) (1,989) (9,878) (6,082) Finance costs 5,085 59 10,242 130 Dividends received Share of profit of investments carried at equity Gain on sale of intangibles Profit on disposal of property, plant and equipment Profit on sale of investments Other changes Income tax expense (income statement) 10,398 13,102 Operating profit before changes in net working capital and provisions 35,365 47,944 Change in inventories 1,269 (957) Change in trade receivables 5,747 842 Change in trade payables 2,015 (3,763) Change in other receivables/payables (13,560) (5,279) Net change in provisions 195 (1,669) Change in employee payables - staff leaving indemnity paid during year (374) (425) Cash generated from operating activities 30,657 36,693 Interest paid (4,153) (59) (9,263) (130) Tax paid (6,884) (6,019) Net cash generated from operating activities (1) 19,620 21,411 Cash flows from investing activities Dividends received Proceeds from sale of property, plant and equipment 135 3,518 Proceeds from sale of intangible assets Proceeds from investment activities Purchases of intangible assets (1,982) (1,436) Purchases of property, plant and equipment (11,705) (16,125) Acquisition of investments (7) Sale of investments 34 Change in scope of consolidation 15 Interest received 2,416 1,989 11,493 6,082 Net cash used in investing activities (2) (11,136) (2,508) Cash flows from financing activities Dividends paid (11,053) (6,978) (11,252) (7,732) Proceeds from issue of ordinary share capital increase and capital contribution (23) 464 Proceeds from borrowings 1,283 Loans granted 21,455 (172,288) New borrowings 2,000 492 Repayments of borrowings (21,185) (16,534) Net cash used in financing activities (3) (8,806) (197,835) Net decrease in cash and cash equivalents and bank overdrafts (1+2+3) (322) (178,932) Cash and cash equivalents and bank overdrafts at 1 January 21,031 199,963 20 Cash and cash equivalents and bank overdrafts at 31 December 20,709 21,031 (653) 56

6.5 Consolidated statement of changes in equity (Euro thousands) Share Reserves Profit Capital and Minority Total capital for the year reserves interest equity attributable to in equity group equity holders At 31.12.2007 67,680 260,827 13,766 342,273 4,055 346,328 Appropriation of 2007 profit 3,614 (3,614) Dividends (10,152) (10,152) (1,100) (11,252) Other movements (30) (30) 486 456 Profit for the year to 31 December 2008 17,927 17,927 1,535 19,462 At 31.12.2008 67,680 264,411 17,927 350,018 4,976 354,994 Appropriation of 2008 profit 7,775 (7,775) Dividends (10,152) (10,152) (900) (11,052) Other movements (192) (192) 168 (24) Profit for the year to 31 December 2009 4,175 4,175 1,559 5,734 At 31.12.2009 67,680 271,994 4,175 343,849 5,803 349,652 57

6.6 Notes to the consolidated financial statements 6.6.1 Basis of preparation of the consolidated financial statements The consolidated financial statements for the year ended 31 December 2009 have been prepared in accordance with International Financial Reporting Standards (International Accounting Standards - IAS and International Financial Reporting Standards - IFRS), and the relevant interpretations (Standing Interpretations Committee SIC and International Financial Reporting Interpretations Committee IFRIC). The financial statements used for consolidation purposes are those presented by the board of directors for approval at the shareholders meetings of each company, reclassified and adjusted in line with International Financial Reporting Standards (IAS/IFRS) and group policy. IFRS 7 Financial instruments: Disclosures has been applied from 2007. This did not give rise to changes in the valuation of the financial statements but rather on the disclosures as the standard requires extensive disclosures on the nature and management of credit, liquidity and market risks. With regard to the layout of the consolidated financial statements, the company has opted to present the following accounting statements:. Consolidated balance sheet The consolidated balance sheet is presented in sections with separate disclosure of assets and liabilities and equity. Assets and liabilities are classified in the consolidated financial statements as either current or non-current.. Consolidated income statement The consolidated income statement presents costs by function, also using the variable element of cost as a distinguishing factor. For a better understanding of the normal results of ordinary operating, financial and tax management activities, the income statement presents the following intermediate consolidated results: - gross profit; - operating profit; - profit before income tax; - profit for the period; - profit attributable to minority interest; - profit attributable to group equity holders. No segmental reporting has been presented as the information used by management to evaluate operating results and for decision-making purposes in the individual business units coincides with the economic and financial information of each legal entity.. Statement of comprehensive income The group has opted to present two separate statements, consequently this statement discloses profit for the period including income and expenses recognised directly in equity.. Consolidated cash flow statement The consolidated cash flow statement presents an analysis by areas that generate cash flows as required by International Financial Reporting Standards.. Consolidated statement of changes in equity The statement of changes in equity is presented as required by International Financial Reporting Standards with separate disclosure of the profit for the period and each item of revenue, income, cost and expense not recorded in the income statement but recognised directly in consolidated equity based on specific IAS/IFRS requirements. 58

6.6.2 Consolidated entities The Actelios group consists of 15 companies, of which 12 are consolidated on a line-by-line basis and 3 are consolidated applying the proportional method. Details of the companies included in the scope of consolidation at 31 December 2009 are disclosed in the supplementary information (paragraph 9.1). The consolidated financial statements include the financial statements of the parent company Actelios SpA and all of the entities in which the former holds, either directly or indirectly, majority voting rights. 6.6.3 Change in the scope of consolidation The only change compared to 31 December 2008 is the consolidation on a line-by-line basis of Solar Mesagne Srl which is 100% owned by Actelios Solar SpA. 6.6.4 Principles of consolidation The companies included within the scope of consolidation applying the line-by-line method are those controlled by the parent company also through indirect holdings. The companies on which the parent company exercises control together with other third parties are consolidated applying the proportional method. Associated companies are accounted for under the equity method. The financial statements of the companies included within the scope of consolidation have been adjusted, where necessary, to bring them into line with group accounting policies that conform to IAS/IFRS. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which the parent company gains control and up to the date on which this control ceases. All significant intercompany balances and transactions are eliminated. Profits arising on transactions between consolidated entities, or with companies accounted for under the equity method, which are included within assets at the year-end as they are not yet realised, are eliminated if significant. The book value of consolidated investments is eliminated against the related share of equity inclusive of any fair value adjustments on acquisition. The resulting difference is treated as goodwill and is accounted for in accordance with IFRS 3. The book value of consolidated investments is eliminated against the related share of equity inclusive of any fair value adjustments on acquisition. The resulting difference is treated as goodwill and is accounted for in accordance with IFRS 3. The minority interests in net equity and profit for the period of consolidated entities are disclosed under separate headings in the consolidated balance sheet and income statement. Differences between acquisition cost and net equity at current fair values at the acquisition date are, where possible, allocated to specific assets and liabilities of the acquired company. In the event that the residual difference relates to a higher purchase price paid for goodwill this is recorded within intangible assets and subjected to an impairment test on an annual basis. Where the remaining difference is negative the amount is charged against equity. The ownership percentage used for companies consolidated either line-by-line or proportionally is the statutory amount considering also indirect holdings. Dividends received by the parent company or other consolidated companies from investments included within the scope of consolidation are reversed in the consolidated income statement. 6.6.5 Accounting policies The valuation and measurement of the financial information for the year ended 31 December 2009 have been based on the IAS/IFRS currently in force and the related interpretations as set out in the documents issued to date by the International Financial Reporting Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC). The consolidated financial statements are prepared in Euro and all values are rounded to thousands of Euro except where otherwise indicated. The consolidated financial statements are prepared under the historical cost convention, with the exception of derivative instruments and available-for-sale financial assets, which are measured at market value (fair value). Non-current assets and tangible fixed assets held for sale are recorded at the lower of net book value and market value. Preparation of the consolidated financial statements in accordance with IFRS requires management to make estimates, valua- 59

tions and assumptions based on historical results and experience that could influence the accounting value of a number of assets and liabilities, costs and revenues and disclosures relating to contingent assets and liabilities at the date of the financial statements. Estimates and assumptions principally relate to the realisable value of intangible assets, the definition of the useful life of property, plant and equipment, the recoverability of receivables, the recognition and/or valuation of provisions and the valuation of receivable balances arising on the sale of electrical energy. These estimates and assumptions are reviewed periodically and, in particular, at the end of each financial period. The accounting policies detailed below were applied to the current financial year and comparative amounts for the prior year. The financial statements have been prepared in accordance with International Financial Reporting Standards - IFRS issued by the International Financial Reporting Standards Board, based on the documents published in the European Community s Official Gazette (ECOG). The following International Financial Reporting Standards and interpretations that had already been published in the ECOG have been applied from 2008, with no impact on the Actelios group financial statements: IFRIC 11 Group and treasury share transactions that provides guidance on the principles of IFRS 2 on share-based payments; regulation 1004/2008 that partially modifies the provisions of IAS 39 and IFRS 7. This amendment allows, where certain requirements are met, reclassification of certain balance sheet assets, excluding derivatives, from financial assets held for trading at fair value through profit or loss, to available for sale financial assets with changes in fair value through equity or, where these relate to loans and receivables held until maturity, they are reclassified in receivables valued at cost (nominal rate or effective interest rate). The group has not opted to apply this regulation. A number of amendments to IFRS are effective from 1 January 2009. The principal changes, none of which had a significant impact on the group's financial statements are as follows: IAS 23 revised Borrowing costs, regarding the mandatory capitalisation of borrowing costs relating to the purchase, construction or production of a qualifying asset that requires a specific amount of time to be ready for its intended use or sale. The impact on the group financial statements at 31 December 2009 is not significant. IAS 1 revised Presentation of financial statements, no longer allows the presentation of the components of income such as income and costs in the Statement of changes in equity, but requires separate disclosure of changes attributable to the owners. All changes in net equity attributable to non-controlling interests should be disclosed in a single income statement or in a separate statement of comprehensive income. The group has opted for the second presentation. IFRS 8 Operating segments, supersedes IAS 14 Segment reporting and introduces the approach whereby segments must be identified using the same methods by which internal management reports are prepared for review by chief operating decision makers. Moreover, the required information is integrated with an analysis of products and services provided and major customers. Adoption of this standard has not had a significant impact on the group s disclosures. IFRS 3 revised, applicable from 1 July 2009, introduces changes to the measurement of goodwill arising from business combinations that take place in different stages. IFRIC 17 Distribution of Non-cash Assets to Owners: the interpretation specifies when a dividend payable should be recognised, how it should be measured and when it is settled how the difference between the carrying amounts of the assets distributed and the carrying amount of the dividend payable should be accounted for. Amendment to IFRS 2 Share based payments, introduces changes to the vesting period conditions and their cancellation. This is not applicable to the Actelios group. A number of subsequent changes to IAS 39 and IFRS 7 principally in relation to fair value measurement and liquidity risk. The following standards, amendments and interpretations were approved in the course of 2009 and will become effective commencing 2010: IFRS 1 revised relating to the first-time adoption of IFRS. IAS 27 revised, requires the attribution of other comprehensive income to non-controlling interests, even where this results in a deficit balance and on the loss of control of a subsidiary, any investment retained in the subsidiary shall be measured at fair value. IFRIC 12 Service concession arrangements, applicable from 1 January 2010, introduces changes to the accounting treatment of service concession arrangements. IFRIC 15 Agreements for the construction of real estate. IFRIC 16 Hedges of a net investment in a foreign operation, applicable from 1 July 2009, this interpretation is applied where the company intends to hedge the exchange risk arising from an investment in a foreign operation. IFRIC 18 Transfers of assets from customers: this interpretation relates to the recognition of assets received from customers, or cash receipts, which must be used to connect the customer to a distribution network. IFRIC 18 should only be applied by companies that are not required to apply IFRIC 12. 60

In addition the following changes will be applicable from 2011: An amendment to IAS 32 classification of issue premiums: clarifies how these premiums should be accounted for when the issued instruments are denominated in a different foreign currency to that of the issuer. Amendments to IFRIC 9 and IAS 39 in order to clarify the accounting treatment of derivative financial instruments incorporated in other contracts when a hybrid financial asset is reclassified from one category to the fair value through profit or loss category. The group is evaluating the impact resulting from application of the new standards and interpretations. The principal accounting policies and valuation methods adopted in the preparation of these consolidated financial statements are set out below: Intangible assets An intangible asset is recorded only when it is identifiable, controllable, is expected to generate economic benefits in future periods and the cost may be reliably measured. Intangible assets are recorded at cost including directly attributable expenses and are amortised systematically over their estimated useful economic life. Intangible assets with a finite useful life are classified at cost net of accumulated amortisation and any impairment losses. Amortisation is based on the estimated useful life and commences when the asset is available for use. Intangible assets with an indefinite useful life and those not available for use are tested for impairment. This test consists in a comparison between the future estimated cash flows from the intangible asset and the net book value. The method of discounted operating cash flows is applied based on projections included in future business plans approved by company management. Costs relating to the acquisition of CIP 6/92 rights are amortised over the related benefit period. Goodwill principally relates to the differences arising on first-time consolidation between the book value of the investments and the corresponding share of equity of the consolidated companies, adjusted in order to take into consideration both significant intercompany transactions and the fair values of the identifiable assets and liabilities of the acquired company. Goodwill that did not originate from consolidation differences relates to the purchase price paid by Frullo Energia Ambiente Srl following acquisition of a business. Goodwill is subjected to an impairment test, at least on an annual basis, in order to identify permanent reductions in value. In order to perform the impairment test correctly, goodwill has been allocated to each of the cash generating units (CGU) that benefit from the acquisition. The CGU s identified within the Actelios group are the various cash-flow generating projects: Trezzo, Rende, Frullo, Tifeo, Platani and Palermo. The remaining intangibles comprise costs relating to the automation and mechanisation of a number of information systems. Property, plant and equipment Property, plant and equipment is recorded at acquisition or production cost including directly attributable costs. Property, plant and equipment is valued at cost, net of depreciation and accumulated impairment losses, with the exception of land, which is not depreciated and is valued at cost less accumulated losses in value. In the event that significant components of an item of property, plant and equipment have differing useful lives, each component is attributed a separate useful life for depreciation purposes (component approach). The depreciation rates applied represent the estimated useful life of the assets. The rates applied to the various asset categories are as follows: (%) Industrial buildings lightweight construction 3-4 - 10 General and specific plant 5-12 - 15-20 Heavy plant and operating machinery 9-10 Equipment 10-12 20-25 - 30 Office machinery and equipment 12-20 Vehicles 20-25 These rates are applied based on months of actual use with regard to assets that come into use during the year. Ordinary maintenance costs are charged to expenses in the year in which they are incurred. Maintenance costs that increase the future economic benefits derived from the assets are capitalised on the related asset and depreciated over the asset s residual useful life. Borrowing costs for the construction of a plant or its acquisition are capitalised up until the moment in which the asset is ready for use in the production process. 61

With regard to the Sicily projects, property, plant and equipment was measured on a going concern basis, as detailed in paragraph 5.1.15 of the directors report. This took into consideration the opinion of an independent legal expert who considers the risk of the project companies losing the cases to be modest. Impairment of assets In the presence of circumstances that potentially indicate a loss in value, impairment tests are conducted on tangible and intangible assets, by estimating the recoverable amount of the asset and comparing it with the related net book value. In the event that the recoverable value is lower than the carrying value impairment loss is recorded in the income statement. Where there is an indication that an impairment loss recognised in a previous accounting period is no longer required, the carrying value is restated to the new estimated recoverable value which may not exceed the carrying value that would have been recognised had the original impairment not occurred. The reversal is also recorded in the income statement. Given the presence of external indicators such as the share price of Euro 3.60 at 31 December 2009, which is below the share carrying value of Euro 5.081, as requested in Banca d Italia, Consob and Isvap document 4 of March 2010, the impairment test carried out on the operating and non-operating assets of the Actelios group did not result in an impairment loss being recorded against assets. Investments and securities Investments in subsidiaries and associates Investments in subsidiaries excluded from the scope of consolidation are valued at cost when the effect of their consolidation would not have a significant impact on the consolidated financial position and on the consolidated profit for the period. Investments in associates in which the Actelios group holds more than 20% (or 10% if listed) are valued applying the equity method. Investments in other companies and other securities In accordance with IAS 39 and 32, investments in companies that are neither subsidiaries nor associates are measured at fair value through profit or loss with the exception of those circumstances in which market price or fair value cannot be determined, in which case the cost method is applied. Gains and losses arising on adjustments to value are recognised as a specific reserve within equity. Where impairment losses exist or in the event of disposal of the related asset, the gains and losses recorded in equity up until this point are charged to the income statement. Investments held for sale are measured at fair value with any adjustment recognised in the income statement. Cost is reduced for any impairment losses in the event that investments have recorded losses and no profits are foreseeable in the near future to cover these losses; the original value may be restated in subsequent accounting periods in the event that the circumstances that gave rise to the write-down no longer exist. Joint-ventures Holdings in joint ventures are consolidated applying the proportional method whereby the consolidated financial statements reflect line-by-line the relevant share of the assets, liabilities, profits and losses of the entity in which the company has invested. Financial assets Classification In accordance with IAS 39 and IAS 32, financial assets are classified into the following four categories: 1. Financial assets at fair value through profit or loss ; 2. Held-to-maturity investments; 3. Loans and receivables; 4. Available-for-sale financial assets. The classification depends on the reason for which the investment was initially purchased and is subsequently held and management is required to determine the initial classification on initial recognition updating this at each financial year end. A description of the principal characteristics of each asset category detailed above may be summarised as follows: Financial assets at fair value through profit or loss This category has two sub-categories: 1. Financial assets held for trading; 2. Financial assets designated to the fair value category on initial recognition. This category includes all financial investments, except for equity instruments that are not quoted in an active market but for which a fair value may be reliably measured. 62

Financial instruments, with the exception of hedge instruments, are included in this category and their fair value recorded in the income statement. All assets within this category are classified as current if they are held for trading purposes or where disposal is expected within 12 months from the year end. Designation of a financial instrument to this category is irrevocable and may take place only on initial recognition. Held-to-maturity investments Held-to-maturity investments are financial assets with fixed or determinable payments and fixed maturity, which the group intends to hold to maturity (e.g. underwritten debentures). Evaluation of the intent and ability to hold the asset to maturity must be made on initial recognition and at each subsequent balance sheet date. In the event of sale before maturity (of a significant amount and not in exceptional circumstances) of held-to-maturity securities, all such investments are reclassified as financial assets held for trading and measured at fair value. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market and which the group does not intend to trade in. These are included in current assets with the exception of the portion expiring more than 12 months after the balance sheet date, which is classified in non-current assets. Loans and receivables are classified within the financial statements under the headings financial receivables and other receivables. Available-for-sale financial assets All non-derivative instruments that are not classified in another category are designated as available-for-sale financial assets. These are classified as non-current assets unless management intends to dispose of them within 12 months of the balance sheet date. Accounting treatment Financial assets at fair value through profit or loss held for trading (category 1) and available-for-sale financial assets (category 4) are recorded at fair value including costs directly attributable to acquisition. Gains or losses relating to financial assets held for trading are recognised immediately in the income statement. Gains or losses relating to financial assets available for sale are recorded within a separate heading in equity until they are sold or otherwise disposed of, or until circumstances indicate they may be impaired. Where any of these events takes place, all gains or losses recognised to date and recorded in equity are reclassified to the income statement. Fair value represents the amount at which an asset may be exchanged or a liability settled in an arm s length transaction between knowledgeable, willing parties. As a result it is assumed that the entity is a going concern and that neither party needs to liquidate its assets through transactions applying unfavourable terms. In the case of securities traded on an active market, fair value is determined with reference to the bid price at the end of trading at the balance sheet date. In the event that a market valuation is not available for the investment, fair value is determined either based on the current market value of another substantially similar financial instrument or applying appropriate valuation techniques (discounted cash flows - DCF). Where fair value may not be reliably determined, the financial asset is valued at cost with disclosure in the notes to the financial statements regarding the type of asset and explanation of the accounting treatment. Held-to-maturity investments (category 2) and loans and receivables (category 3) are recorded at cost representing the fair value of the initial consideration exchanged and are subsequently valued applying the amortised cost method utilising the effective interest rate and taking into consideration any discounts or premiums received at the date of acquisition in order to record them over the entire period of ownership up to maturity. Gains and losses are recognised in the income statement either when the investment reaches maturity or where circumstances indicate that it has suffered an impairment loss, in the same way they are identified during the normal amortisation period foreseen by the amortised cost method. Investments in financial assets may be derecognised only when the contractual rights to receive cash flows from the investments have expired (e.g. final payment of underwritten bonds) or when the group transfers the financial asset together with all of the related risks and rewards. Inventories Finished goods are stated at the lower of purchase cost and net realisable value. Purchase cost is determined using the weighted average cost method. Obsolete and slow moving inventory is valued based on possible future use or realisation. 63

With regard to contract work in progress that spans more than one accounting period, valuation is based on income earned to date with reasonable certainty, determined by comparing actual costs to date with the total estimated costs to completion. Receivables Receivables are initially recorded at the fair value of the amount to be received, which for this category normally relates to the nominal value indicated on the invoice, adjusted where necessary to the estimated recoverable amount through recognition of a provision for doubtful accounts. Subsequently, where the required conditions exist, receivables are valued applying the amortised cost method. Cash and cash equivalents Cash and cash equivalents include cash on hand and short term bank balances. Non-current assets disposed of or held for sale (Discontinued operations) Non-current assets that have been disposed of or that are held for sale include those assets (or groups of assets) due to be disposed of and for which the accounting value will be recovered principally through sale rather than future use. Non-current assets held for sale are valued at the lower of their carrying amount and fair value less costs to sell. In accordance with IFRS, information relating to discontinued operations is presented in two specific headings in the balance sheet: non-current assets held for sale and liabilities attributable to non-current assets held for sale; and in a specific heading in the income statement: net profit/(loss) of discontinued operations or non-current assets held for sale. Provisions Provisions are recognised when a present obligation (legal or constructive) exists as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount may be made. No provision is made for risks in relation to which the recognition of a liability is only possible. In this case the risk is disclosed in the relevant note on contingencies and commitments and no provision is made. Provisions may be analysed as follows: Litigation This provision includes the charge for future costs relating to legal proceedings. Investments Provision is made to recognise potential permanent losses in the carrying value of non-consolidated subsidiaries. Environmental This provision is set up to meet future requirements in relation to the redevelopment of landfills in accordance with the obligations undertaken on receipt of authorisations from the relevant authorities. The provision is based on estimates prepared by specialist enterprises. Sundry provisions This provision includes all other future liabilities not included above, which are reasonably quantifiable but for which the date of occurrence is uncertain. Staff leaving indemnity (TFR) Post employment defined benefits and other long-term employee benefits are subjected to actuarial valuation. The liability recognised in the balance sheet is the present value of the group s obligations. Actuarial gains and losses are recognised in the income statement. Valuation of the liability is performed by independent actuaries. Pursuant to Finance Act 296 of 27 December 2006, only the liability relating to the TFR held within the company has been valued for the purpose of IAS 19 as future provisions are paid to a separate entity. Consequently, in respect of future payments the company is not subject to the reporting requirements relating to the future benefits payable during employment. Trade payables Trade payables with normal trading terms are recorded at nominal value. Borrowings and financial liabilities Borrowings are recognised initially at fair value, net of transaction costs incurred. Subsequently, borrowings are stated at amortised cost. Finance costs are determined using the effective interest method. Other financial liabilities comprise derivative instruments entered into in order to hedge interest rate risk. The derivative instru- 64

ments are not accounted for using hedge accounting and in accordance with IAS 39 are recognised at fair value through profit or loss. The company adopted IAS 39 from 1 January 2005. Current tax liabilities The provision for income taxes is based on the estimated taxable income for the period for each individual company, taking into consideration tax credits and losses brought forward and utilised in the period. Accruals, prepayments and deferrals Accruals, prepayments and deferrals are determined applying the accruals concept. Share capital Ordinary shares are classified within share capital at nominal value. Incremental costs directly attributable to capital transactions by the parent company are recorded as a deduction in equity. Foreign currency translation The functional currency of the group is the Euro and is the currency in which the consolidated financial statements are prepared and presented. Foreign currency transactions are recorded at the exchange rate existing at the date of the transaction. Receivables and payables are translated at the closing rate at the balance sheet date. Exchange gains or losses arising on translation are recognised in the income statement in the period in which they arise. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction. Non-monetary items measured at fair value are translated using the exchange rate at the date when the fair value was determined. Revenue recognition Revenue is recorded net of returns, discounts and rebates, as well as direct taxes on the sale of goods or provision of services. Revenue from product sales Revenue from the sale of products is recognised on the transfer of ownership, which normally takes place on delivery or despatch of the goods. Revenue from services Revenue from services is recognised once the service has been rendered. Interest Finance income is accounted for applying the accruals concept. Dividends Dividends are recognised when the right to receipt of the dividend is established, which normally corresponds with the approval of distribution in the shareholders meeting. Other income Other income comprises amounts that do not relate to the core business of the group and, in accordance with IAS 1 which has been applied from 1 January 2005, they are classified in ordinary activities and where significant in value are disclosed separately in the notes to the financial statements. Costs Costs are recognised net of returns, discounts, bonuses and premiums, as well as direct taxes relating to the purchase of goods and services. Taxation including deferred income tax Income tax is calculated and provided for based on estimated taxable income for the year and applying existing tax legislation. Deferred income taxes are calculated applying the liability method on all temporary differences between the tax bases of assets and liabilities and the financial reporting values at the balance sheet date. Deferred income tax assets are recognised only when sufficient future taxable income against which these assets can be utilised is reasonably foreseeable. The balance of deferred income tax assets is reviewed at each balance sheet date and a valuation allowance is provided in the event that it is no longer probable that sufficient future taxable profits will be available to offset all or part of the tax credit. Deferred income tax assets and liabilities are measured at the enacted tax rates that will be in effect in the periods in which the assets are realised or the liability is settled and are classified in non-current assets and liabilities, respectively. 65

6.6.6 Financial risk management: objectives and criteria The financial instruments of the group, other than derivatives, comprise bank borrowings, demand and short-term bank deposits. Similar instruments are employed in financing the group operating activities. The group uses derivative financial instruments, principally interest rate swaps. The group s aim is to manage interest rate risk on the group s transactions and various forms of financing. The group s debt financing expose it to a variety of financial risks that include interest rate, liquidity and credit risk. Interest rate risk The group s exposure to market risk in respect of variations in interest rates principally relates to the long-term obligations entered into by the group using a mix of fixed and variable interest rates. In order to manage this mix effectively, the group purchases interest rate swaps under which it agrees to exchange, at specific levels, the difference between fixed interest rates and variable rates calculated on a pre-determined notional capital amount. The swaps are designated to hedge the underlying obligations. Credit risk The group only trades with reliable and reputable customers. Credit risk relates to the other financial activities of the group that include cash and cash equivalents, available-for-sale financial assets and a number of derivative instruments, and present a maximum risk equal to the book value of these assets. Liquidity risk The objective of the group is to achieve a balance between maintaining available funds and flexibility through the use of loans and bank overdrafts. 6.6.7 Balance sheet content and movements Assets A Non-current assets 1 Intangible assets Movements during the year were as follows: At Acquisitions Capital.n Change in Disposals Other Impair- Amorti- At 31.12.2008 and reclass.n scope of move- ment sation 31.12.2009 (Euro thousands) consol.n ments losses 1.1 Industrial patent rights 48 41 (27) 62 1.2 Concessions, licences, trademarks and similar 666 180 (300) 546 1.3 Goodwill 66,719 (20,000) (6,310) 40,409 1.4 Other intangibles 1.5 Assets under construction and advances 2,265 1,761 (80) 3,946 Total 69,698 1,982 (80) (20,000) (6,310) (327) 44,963 Goodwill principally consists of the differences arising on first time consolidation between the book value of the investments and the corresponding share of net equity of the consolidated companies that is attributable to the group. In addition, this heading includes the purchased goodwill arising on the acquisition of a business line by Frullo Energia Ambiente Srl (Euro 1,519 thousand). Since 1 January 2005, goodwill has not been amortised but is subjected to an annual impairment test. The goodwill resulting from business combinations has been allocated to separate cash generating units (CGU) in order to identify any reduction in value. 66

The cash generating units identified are: - Prima Srl (WTE plant in Trezzo sull Adda) - Frullo Energia Ambiente Srl (WTE plant in Granarolo dell Emilia) - Platani Energia Ambiente ScpA (WTE plant in Casteltermini) - Tifeo Energia Ambiente ScpA (WTE plant in Augusta) - Palermo Energia Ambiente ScpA (WTE plant in Bellolampo). An impairment test on goodwill was performed at 31 December 2009 following the procedures required by IAS 36. In particular, the recoverable amount of the individual cash generating units was determined based on value in use, which is calculated using the projection of cash flows over a period of time corresponding to the estimated useful life of each individual project and a weighted average cost of capital (WACC) of 6.95%. This test resulted in an impairment loss of Euro 6,310 thousand being recognised on the goodwill of Prima Srl. The impact on the amounts in the financial statements, in particular goodwill recognised in assets, was estimated given the current situation surrounding the Sicily projects detailed in the directors report and in accordance with the arguments and opinions put forward by the lawyers of the project companies. Given the current status of litigation, this evaluation is affected by the estimate regarding full recovery of costs incurred and damages requested under the claim. More specifically, the opinion received argues and concludes that the risk of the project companies being declared in breach of the Conventions is modest, and explains in detail that a new industrial operator did not takeover the contract as no parties took part in the new bid for tenders or the negotiated procedures, the sole reason being that the Regional Authorities have no intention to proceed with construction of the plants involved in the projects, defining ARRA s behaviour as a loss of chance. In light of the above and the matters described in the directors report, the recognition of an impairment loss was not deemed necessary by the directors. Goodwill at 31 December 2009 comprised: (Euro thousands) Carrying value al 31.12.2009 Frullo Energia Ambiente Srl 1,519 Platani Energia Ambiente ScpA 9,565 Prima Srl 8,942 Palermo Energia Ambiente ScpA 651 Tifeo Energia Ambiente ScpA 19,732 Total 40,409 Acquisitions largely relate to expenditure on the biomass plant projects of Powercrop SpA (Euro 1,063 thousand), the project to develop the third line of the WTE plant in Granarolo dell Emilia (Euro 637 thousand), and work on the photovoltaic projects (Euro 243 thousand). Other movements relates to the price variation on Actelios SpA s acquisition of Elettroambiente SpA. The selling price was Euro 50 million of which Actelios paid Euro 30 million resulting in an outstanding balance of Euro 20 million owed to Italgest Energia SpA, the previous owner of Elettroambiente. As a result of the issues relating to the Sicily projects, the obligation to settle the balance expired as the conditions regarding the projects realisation no longer existed. In summary, this price adjustment has been recognised as a corresponding decrease in the Goodwill of Tifeo and Platani. The corresponding entry to this decrease of Euro 20 million is a reduction for the same amount in line 15 Other payables in the balance sheet. Further disclosures are provided in the paragraph on Other risks on page 77. No borrowing costs were capitalised on intangible assets in the course of the year. 67

2 Property, plant and equipment Movements during the year were as follows: At Additions Capital.n Change in Disposals Impair- Deprec- At 31.12.2008 and scope of ment iation 31.12.2009 reclass.n consol.n losses (Euro thousands) (A) Gross value 2.1 Land 18,426 80 (19) 18,487 2.2 Buildings 6,068 78 48 (143) 6,051 2.3 Plant and machinery 101,683 4,781 2,234 (5,413) 103,285 2.4 Industrial and office equipment 962 78 1,040 2.5 Other assets 1,820 61 (6) 1,875 2.6 Assets operated under concession 92,391 27 342 92,760 2.7 Assets under construction and adv. 76,863 6,600 (2,525) (135) (91) 80,712 Total gross value 298,213 11,705 80 (5,691) (6) (91) 304,210 Accumulated depreciation 2.1 Land 2.2 Buildings (3,954) 143 (104) (3,915) 2.3 Plant and machinery (38,796) 5,413 (4,298) (37,681) 2.4 Industrial and office equipment (420) (101) (521) 2.5 Other assets (1,547) 6 (93) (1,634) 2.6 Assets under construction and adv. (31,546) (4,773) (36,319) Total depreciation (76,263) 5,556 6 (9,369) (80,070) Net book amounts 2.1 Land 18,426 80 (19) 18,487 2.2 Buildings 2,114 78 48 (104) 2,136 2.2 Plant and machinery 62,887 4,781 2,234 (4,298) 65,604 2.3 Industrial and office equipment 542 78 (101) 519 2.4 Other assets 273 61 (93) 241 2.5 Assets operated under concession 60,845 27 342 (4,773) 56,441 2.6 Assets under construction and adv. 76,863 6,600 (2,525) (135) (91) 80,712 Total net book amounts 221,950 11,705 80 (135) (91) (9,369) 224,140 A) Additions These comprise: (Euro thousands) Photovoltaic plant La Calce 4,060 Renewal of biomass plant in Rende 3,457 Waste to Energy project in Augusta 1,481 Waste to Energy project in Casteltermini 1,133 Improvements to Waste to Energy plant in Granarolo dell'emilia 901 Waste to Energy project in Palermo 540 Other 133 Total 11,705 Finance costs allocated during the year to property, plant and equipment amounted to Euro 156 thousand and relate to minority shareholders loans on the plants under construction in Sicily. Property, plant and equipment at 31 December 2009 does not include amounts relating to revaluations carried out in accordance with local monetary revaluation legislation or arising from economic revaluations. Other movements comprise Euro 5,556 thousand relating to the decommissioning of the old WTE in Granarolo dell Emilia, which was demolished and fully amortised. 68

The balance of Other movements consists of a credit note received in relation to plant purchased by Ecosesto. 3 Financial assets Financial assets at 31 December 2009 comprised: (Euro thousands) 31.12.2009 31.12.2008 Change Investments in subsidiaries Investments in associates Investments in other entities 11 11 Securities Total 11 11 Equity investments Other entities valued at cost The only investment included under this heading is Riesfactoring SpA, the value of which did not change during the year. 4 Financial receivables Financial receivables at 31 December 2009 may be analysed as follows: 31.12.2009 31.12.2008 Change Total Non- Current Total Non- Current Total Non- Current (Euro thousands) current current current Amounts owed by third parties 4,972 4,972 8,102 2,099 6,003 (3,130) (2,099) (1,031) Amounts owed by subsidiaries Amounts owed by associates Amounts owed by parent company 153,963 153,963 172,288 172,288 (18,325) (18,325) Amounts owed by other group companies Derivate financial instruments Total 158,935 158,935 180,390 2,099 178,291 (21,455) (2,099) (19,356) Non-current receivables related to an amount due from the minority shareholder of Frullo Energia Ambiente Srl, which was settled in the first half of the year. Current amounts owed by third parties relate to the portion of the financial receivables due from Palermo Energia Ambiente ScpA that exceeds the Actelios group s holding. The amounts owed by the parent company are due from Falck SpA, which exercises direction and coordination activities in respect of Actelios SpA. With regard to these activities an agreement was signed with the purpose of optimising and rationalising the financial management of Actelios SpA and Falck SpA within the Falck group, while maintaining the autonomy and managerial independence of Actelios SpA. This agreement covers the management of Actelios SpA s non working capital liquidity, with Falck SpA undertaking to repay the liquidity required for the Actelios group s capital expenditure, in whole or in part and in line with the notice periods established in the agreement. Actelios SpA s liquidity is invested with Falck SpA and is interest bearing at current market rates represented by Euribor +spread. The agreement covers a calendar year and is automatically renewed in the event that it is not cancelled by one of the parties in which case there is a two month notice period 69

5 Trade receivables Trade receivables at 31 December 2009 consisted of the following: 31.12.2009 31.12.2008 Change Total Non- Current Total Non- Current Total Non- Current (Euro thousands) current current current Trade receivables 21,843 21,843 27,579 27,579 (5,736) (5,736) Amounts owed by subsidiaries Amounts owed by associates Amounts owed by parent company 113 113 177 177 (64) (64) Amounts owed by other group companies 56 56 3 3 53 53 Total 22,012 22,012 27,759 27,759 (5,747) (5,747) An analysis of trade receivables by geographical area is not considered relevant as almost all customers are located in Italy. Trade receivables are disclosed net of the provision for doubtful accounts of Euro 451 thousand at 31 December 2009, recorded in order to adjust them to fair value. 6 Other receivables Other receivables at 31 December 2009 consisted of the following: 31.12.2009 31.12.2008 Change Total Non- Current Total Non- Current Total Non- Current (Euro thousands) current current current Amounts owed by third parties 494 494 416 174 242 78 (174) 252 Amounts owed by subsidiaries Amounts owed by associates Amounts owed by parent company 3,316 1,115 2,201 308 308 3,008 1,115 1,893 Amounts owed by other group companies Advances 223 223 142 142 81 81 Tax credits 7,366 7,366 7,553 7,553 (187) (187) Guarantee deposits 661 661 636 636 25 25 Accrued income and prepayments 1,960 1,960 2,815 2,815 (855) (855) Total 14,020 1,776 12,244 11,870 810 11,060 2,150 966 1,184 The amounts owed by parent company relate to tax income due from Falck SpA in relation to the group consolidated tax regime. The current portion will be settled in 2010 by the consolidating entity Falck SpA, while the non-current portion will be settled in later accounting periods. Current tax credits relate to VAT due to Palermo Energia Ambiente ScpA (Euro 774 thousand), Platani Energia Ambiente ScpA (Euro 1,712 thousand), Tifeo Energia Ambiente ScpA (Euro 2,617 thousand) and Powercrop SpA (Euro 1,307 thousand), while the balance relates to recoverable IRAP (trade income tax). Accrued income and prepayments at the year-end amounted to Euro 1,960 thousand and largely relate to the one off advance on the ground lease for the land to be used by Tifeo Energia Ambiente ScpA for the construction of the WTE plant, maintenance prepayments and deferred charges on expenses relating to guarantees, insurance and royalties payable. 70

7 Deferred income tax assets Deferred income tax assets may be analysed as follows: 31.12.2009 31.12.2008 Temporary Deferred income Temporary Deferred income (Euro thousands) difference tax asset difference tax asset Intangible assets 8,299 2,543 9,807 3,115 Property, plant and equipment 12,432 3,706 11,630 3,732 Risk and expenses provisions 610 106 1,011 232 Provision for doubtful accounts 740 253 661 218 Tax losses carried forward 2,044 562 1,737 478 Share capital increase expenses 978 269 1,956 538 Amounts due to employees 487 134 442 122 Financial instruments 1,778 605 1,612 532 Amortised cost method 5,324 1,811 4,556 1,503 Other 4 1 Total 9,990 10,470 Deferred income tax assets and liabilities generated on the differences between the tax bases of assets and liabilities and the IFRS financial reporting values are only offset when there is a legal enforceable right of offset and when they relate to taxes levied by the same fiscal authority. Deferred income tax assets on tax losses carried forward are recognised as they are considered recoverable and may be carried forward without time limit as they were generated by the project companies Tifeo and Platani during the first three years of operation. Movements in the deferred tax account were as follows: (Euro thousands) At 31 December 2008 10,470 Movements through the income statement (480) Recorded in equity Other movements At 31 December 2009 9,990 B Current assets 8 Inventories Inventories at 31 December 2009 consisted of the following: (Euro thousands) 31.12.2009 31.12.2008 Change Raw materials and consumables 2,508 1,252 1,256 Semi-finished goods Work in progress 707 2,071 (1,364) Finished goods 1,103 2,265 (1,162) Advances Total 4,318 5,588 (1,270) Raw materials comprise the stocks of biomass while finished goods relate to spare parts for the operating plants. The decrease in work in progress is due to the invoice of Euro 1,364 thousand issued on the long-term contract for the Vieste landfill. 71

9 Cash and cash equivalents (Euro thousands) 31.12.2009 31.12.2008 Change Short-term bank and post office deposits 20,703 21,021 (318) Cash in hand 6 10 (4) Total 20,709 21,031 (322) Cash and cash equivalents may be detailed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Cash at bank and in hand 20,709 21,031 (322) Bank overdrafts Invoice advances Group current accounts Total cash and cash equivalents 20,709 21,031 (322) Cash at bank and in hand largely relates to the current accounts of Prima Srl (Euro 16,241 thousand), Frullo Energia Ambiente Srl (Euro 2,102 thousand), Tifeo Energia Ambiente ScpA (Euro 1,165 thousand), Platani Energia Ambiente ScpA (Euro 477 thousand) and Ambiente 2000 Srl (Euro 394 thousand). The current account balances of Prima Srl are subject to the restrictions imposed by the project financing contracts. Liabilities D Equity 10 Share capital Share capital consists of 67,680,000 issued and fully paid ordinary shares, with a nominal value of Euro 1 each. No changes took place in the number of shares during 2009. Movements in equity during 2008 and 2009 were as follows: Other reserves Share Share Monetary Legal Reserves De-merger Reserve for Consolid.n Retained Profit Group Minority Total capital premium reval.n reserve ex art.54-55 reserve expenses reserve earnings for the share of interest account reserve Pres. on share year equity Decree capital (Euro thousands) 917/86 increase At 31.12.2007 67,680 240,828 1,003 779 4,076 3,936 (3,492) 5,602 8,095 13,766 342,273 4,055 346,328 Appropriation of 2007 profit of holding company to reserves 796 (2,173) 4,991 (13,766) (10,152) (10,152) Dividends distributed (1,100) (1,100) Other movements (30) (30) 486 456 Profit for the year 17,927 17,927 1,535 19,462 At 31.12.2008 67,680 240,828 1,003 1,575 4,076 3,936 (3,492) 3,399 13,086 17,927 350,018 4,976 354,994 Other reserves Share Share Monetary Legal Reserves De-merger Reserve for Consolid.n Retained Profit Group Minority Total capital premium reval.n reserve ex art.54-55 reserve expenses reserve earnings for the share of interest account reserve Pres. on share year equity Decree capital (Euro thousands) 917/86 increase At 31.12.2008 67,680 240,828 1,003 1,575 4,076 3,936 (3,492) 3,399 13,086 17,927 350,018 4,976 354,994 Appropriation of 2008 profit of holding company to reserves 885 239 6,651 (17,927) (10,152) (10,152) Dividends distributed (900) (900) Other movements (192) (192) 168 (24) Profit for the year 4,175 4,175 1,559 5,734 At 31.12.2009 67,680 240,828 1,003 2,460 4,076 3,936 (3,492) 3,446 19,737 4,175 343,849 5,803 349,652 72

Earnings per share Basic earnings per share, which are equivalent to diluted earnings, is calculated by dividing the profit for the year attributable to the ordinary shareholders of the parent company by the weighted average number of ordinary shares outstanding during the year, based on the following information: 31.12.2009 31.12.2008 Weighted average number of ordinary shares (number) 67,680,000 67,680,000 Earnings attributable to the ordinary shareholders of the parent company (Euro thousands) 4,175 17,927 Basic earnings per share (Euro per share) 0.06 0.26 31.12.2009 31.12.2008 Number of ordinary shares at the year-end (number) 67,680,000 67,680,000 Earnings attributable to the ordinary shareholders of the parent company (Euro thousands) 4,175 17,927 Earnings per share (Euro per share) 0.06 0.26 Reconciliation of capital and reserves attributable to group equity holders and profit for the year The consolidation reserve includes the differences arising from the elimination of the book value of consolidated investments against the related share of net equity. As a result the other equity headings correspond to the amounts disclosed in the parent company s financial statements. The reconciliation of capital and reserves attributable to group equity holders and the profit for the year ended 31 December 2009 may be summarised as follows: Share capital Profit Capital and and reserves for the year reserves attr. to group (Euro thousands) equity holders Actelios SpA financial statements 336,229 10,240 346,469 - Difference between adjusted net equity of consolidated entities and book value of the related investments (977) 5,135 4,158 - Reversal of dividends from consolidated companies 11,176 (11,176) - Profits realised on sale of assets between group companies, net of depreciation, inventories and other minor amounts (6,754) (669) (7,423) - Impairment loss on consolidated entitites 645 645 Consolidated profit for the year and capital and reserves attributable to group equity holders 339,674 4,175 343,849 11 Provisions for other liabilities and charges Change At in scope of Charged Credited Reclass.n At (Euro thousands) 31.12.2008 consolidation 31.12.2009 Provisions for pensions and similar obligations Provisions for taxation - Current - Deferred income taxes Total tax provisions Other provisions - litigation 300 300 - investments - environmental 504 (124) 380 - restructuring - sundry provisions 9 325 (6) 328 Total other provisions 813 325 (130) 1,008 Total 813 325 (130) 1,008 73

All provisions are non-current. The environmental provision relates to the costs that Ecosesto SpA is required to incur at the end of utilising the landfills in order to restore environmental conditions. The litigation provision has been recognised in order to cover probable liabilities that may arise on current legal proceedings. Sundry provisions increased due to the provision made by Powercrop SpA. At present no objective elements exist to identify the specific risk of Powercrop s projects not being finalised. However, changes have been made to the projects compared to the original plans resulting in increased costs and other changes may be necessary as the authorisation process has not been finalised. Consequently, this provision was made in order to cover the write-off of any costs capitalised to date that may no longer be attributed to the authorised projects and may be only identified on finalisation of the authorisation process. 12 Staff leaving indemnity At Charges Transfers/ Utilised/ At (Euro thousands) 31.12.2008 new consol.n paid 31.12.2009 Managers 388 138 (98) 428 White-collar staff and special cat.s 1,092 195 195 (199) 1,283 Blue-collar staff 650 134 (195) (77) 512 Total 2,130 467 (374) 2,223 The Trattamento di Fine Rapporto, TFR (staff leaving indemnity provision), was subjected to an actuarial valuation by an independent expert. The resulting calculation did not differ significantly from the amount provided under Italian GAAP and as a result the group did not record any adjustments. The actuarial financial assumptions utilised to calculate the estimated cost in 2009 are as follows: (%) 31.12.2009 31.12.2008 Change Annual discount rate 5.10% 5.00% 0.10% Annual inflation rate 2.00% 2.00% 0.00% Annual total pay increase rate 3.00% 3.00% 0.00% Annual TFR increase rate 3.00% 3.00% 0.00% 13 Financial liabilities Financial liabilities at 31 December 2009 consisted of the following: 31.12.2009 31.12.2008 Change Total Non- Current Total Non- Current Total Non- Current (Euro thousands) current current current Due to third parties 15,640 8,163 7,477 19,493 10,530 8,963 (3,853) (2,367) (1,486) Due to subsidiaries Due to associates Due to parent company 1,597 1,597 1,691 1,691 (94) (94) Due to other group companies Project financing 65,371 47,981 17,390 79,841 64,603 15,238 (14,470) (16,622) 2,152 Derivative financial instruments 1,778 1,778 1,612 1,612 166 166 Total 84,386 57,922 26,464 102,637 76,745 25,892 (18,251) (18,823) 572 Amounts due to third parties represent borrowings secured by group companies and are further detailed in the additional disclosures on financial instruments. Amounts due to parent company relate to the loan granted by Falck SpA to Palermo Energia Ambiente ScpA. 74

Liabilities supported by real guarantees relate to the project financing of Prima Srl, secured by pledges on the shares of the company, and the non-recourse borrowing of Frullo Energia Ambiente Srl, which is guaranteed by a mortgage and special privileges on the plant s assets. The effective interest rates on non-recourse borrowings following application of the amortised cost method to the costs of raising this finance are as follows: - project financing Prima Srl 6.34% - non-recourse borrowing Frullo Energia Ambiente Srl 4.44% In order to hedge the interest rate risk on project financing, the subsidiary Prima Srl has entered into interest rate swap contracts (IRS) amounting to a total notional value of Euro 20,738 thousand, with the purpose of rendering variable rates fixed at conditions that are substantially in line with market rates. The fair value of these IRS contracts is negative Euro 725 thousand. Frullo Energia Ambiente Srl has taken out IRS contracts with a total notional value of Euro 25,758 thousand to hedge project financing, again with the purpose of rendering variable rates fixed at conditions that are substantially in line with market rates. The fair value of these IRS contracts is negative Euro 1,053 thousand. In relation to the above borrowings, the lending banks have imposed covenants that the company is obliged to meet for the entire contract period and are verified by the banks every six months. These checks did not identify any breach in the defined parameters. The financial covenant for Frullo Energia Ambiente Srl is the ratio of net financial position to gross profit, while for Prima Srl they comprise the ratio between project cash flows and the capital to repay including interest and commission and the total discounted project cash flows and the total outstanding debt. The Actelios group held the following IRS contracts 31 December 2009: Description of IRS Contract Contract Residual Fixed Fair value (Euro thousands) start-date expiry date notional value rate Frullo IRS Intesa 1/4/2009 28/6/2019 38,250 4.68% (1,195) Frullo IRS Unicredit 25/9/2002 29/12/2017 14,318 4.68% (955) Prima IRS Double Fixed 23/7/2004 31/12/2013 10,369 3.90% (328) Prima IRS Cancellable 23/7/2004 31/12/2013 10,369 4.32% (397) The values relating to the IRS of Frullo disclosed in the above table represent the total values while the consolidated financial statements include only the proportional share of 49%. 14 Trade payables Trade payables at 31 December 2009 compared to the previous financial year-end may be analysed as follows: 31.12.2009 31.12.2008 Change Total Non- Current Total Non- Current Total Non- Current (Euro thousands) current current current Trade payables 39,063 39,063 41,268 41,268 (2,205) (2,205) Amounts due to subsidiaries Amounts due to associates Amounts due to parent company 6,709 6,709 3,596 3,596 3,113 3,113 Amounts due to other group companies 2,841 2,841 1,734 1,734 1,107 1,107 Total 48,613 48,613 46,598 46,598 2,015 2,015 An analysis by geographical area is not considered necessary as almost all of the trade payables are due to Italian suppliers. 75

15 Other payables Other payables at 31 December 2009 compared to 31 December 2008 consisted of the following: 31.12.2009 31.12.2008 Change Total Non- Current Total Non- Current Total Non- Current (Euro thousands) current current current Amounts due to third party creditors 7,335 7,335 33,683 33,683 (26,348) (26,348) Amounts due to subsidiaries Amounts due to associates Amounts due to parent company 5,666 5,666 6,992 6,992 (1,326) (1,326) Amounts due to other group companies Accruals and deferred income 215 215 920 396 524 (705) (396) (309) Total 13,216 13,216 41,595 396 41,199 (28,379) (396) (27,983) Third party creditors may be detailed as follows: (Euro thousands) 31.12.2009 31.12.2008 Amount due for acquisition of Elettroambiente SpA 20,000 Amount due to Protecma for arbitration award 5,407 Tax payables 739 2,154 Advances 640 2,004 Environmental contribution 1,051 1,017 Other amounts due to employees 733 668 Amounts due to Hera under group taxation regime of Frullo Energia Ambiente Srl 194 653 Holiday pay 625 569 Dividends to be distributed by Prima Srl 1,350 450 Social security payables 445 415 Amount due for acquisition of La Calce plant 1,362 Insurance payments 10 42 Other 186 304 Total 7,335 33,683 The amounts due for the acquisition of Elettroambiente SpA, payable to Italgest Energia SpA, is detailed above under the Assets note 1 Intangible assets - goodwill. The amount awarded by the arbitrator to Protecma SpA was paid in the course of 2009. The amount due to the parent company relates to IRES (corporation tax) payable under the group taxation regime with the parent company Falck SpA. Commitments and contingencies Guarantees issued at 31 December 2009 amounted to Euro 61,087 thousand. Guarantees relating to subsidiary undertakings principally consist of performance bonds to guarantee completion of work in progress and to participate in contract bids, for a total of Euro 51,462 thousand, Euro 2,003 thousand of guarantees given to Seci SpA, the joint shareholder of Powercrop SpA and guarantees issued to thevat authorities in relation to requests for repayment ofvat receivables for Euro 918 thousand and other guarantees of Euro 6,704 thousand. Personal guarantees issued, which amount to Euro 45,754 thousand, have decreased compared to the previous year (2008 - Euro 42,294 thousand). 76

Other risks With regard to the price adjustment of Euro 20 million relating to the investment in Elettroambiente SpA and the corresponding decrease in Goodwill and Other payables due to Italgest Energia SpA, the Actelios group is exposed to a remote risk in respect of this amount with regard to the potential reinstatement of the contractual conditions on which the total acquisition price of Elettroambiente SpA was based, although this is considered improbable. Further disclosures are provided in the notes on Intangible assets and Other payables. Related party transactions Trade receivables Trade payables (Euro thousands) 31.12.2009 31.12.2008 Change 31.12.2009 31.12.2008 Change Parent company Falck SpA 113 177 (64) 6,709 3,596 3,113 Total parent company 113 177 (64) 6,709 3,596 3,113 Other group companies Falck Financial Services Sa 1 (1) Falck Energy Sa 812 812 Falck Renewables Italia Srl 56 3 53 7 7 Riesfactoring SpA 2,022 1,726 296 Total other group companies 56 3 53 2,841 1,734 1,107 Total 169 180 (11) 9,550 5,330 4,220 % incidence on balance sheet heading 0.8% 0.6% 19.6% 11.4% Financial receivables Financial payables (Euro thousands) 31.12.2009 31.12.2008 Change 31.12.2009 31.12.2008 Change Parent company Falck SpA 153,963 172,288 (18,325) 1,597 1,691 (94) Total parent company 153,963 172,288 (18,325) 1,597 1,691 (94) Total 153,963 172,288 (18,325) 1,597 1,691 (94) % incidence on balance sheet heading 100.0% 100% 6.0% 6.5% Other receivables Others payables (Euro thousands) 31.12.2009 31.12.2008 Change 31.12.2009 31.12.2008 Change Parent company Falck SpA 3,316 308 3,008 5,665 6,992 (1,327) Total parent company 3,316 308 3,008 5,665 6,992 (1,327) Other related parties Italgest Energia SpA 20,000 (20,000) Total other related parties 20,000 (20,000) Total 3,316 308 3,008 5,665 26,992 (21,327) % incidence on balance sheet heading 23.6% 2.8% 42.9% 65.5% 77

The net financial position is disclosed below in accordance with Consob (the Italian Stock Exchange Commission) communication DEM/6064293 of 28 July 2006. Net financial position (Euro thousands) 31.12.2009 31.12.2008 Change Short-term third party financial liabilities (24,867) (24,202) (665) Short-term group financial liabilities (1,597) (1,691) 94 Short-term third party financial receivables 4,972 6,003 (1,031) Short-term group financial receivables 153,963 172,288 (18,325) Other securities Cash and cash equivalents 20,709 21,031 (322) Short-term net financial position 153,180 173,429 (20,249) Medium/long-term third party financial liabilities (57,922) (76,745) 18,823 Medium/long-term group financial liabilities Medium/long-term third party financial receivables 2,099 (2,099) Medium/long-term group financial receivables Other securities Medium/long-term net financial position (57,922) (74,646) 16,724 Total net financial position 95,258 98,783 (3,525) - of which non-recourse financing (65,371) (79,841) 14,470 6.6.8 Income statement content and movements 16 Revenue Revenue consisted of the following: (Euro thousands) 31.12.2009 31.12.2008 Change Revenue from sales of goods 61,889 67,321 (5,432) Revenue from provision of services 33,034 30,378 2,656 Total 94,923 97,699 (2,776) Revenue arising from the sale of goods, compared to the previous year, may be attributed to the following business segments: (Euro thousands) 31.12.2009 31.12.2008 Change Sale of electrical energy 60,322 66,275 (5,953) Sale of thermal energy 920 1,046 (126) Sale of agricultural produce 647 647 Total 61,889 67,321 (5,432) Revenue arising from the provision of services, compared to 2008, is attributable to the following business segments: (Euro thousands) 31.12.2009 31.12.2008 Change Waste treatment and disposal 25,989 25,430 559 Operation and maintenance 7,045 4,948 2,097 Total 33,034 30,378 2,656 Revenue is generated entirely in Italy. 78

17 Employee costs Employee costs may be analysed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Cost of production employees 6,436 6,036 400 Cost of administrative staff 3,715 4,083 (368) Total 10,151 10,119 32 Total employee costs analysed by nature of expense are as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Wages and salaries 7,130 6,910 220 Social security costs 2,427 2,259 168 Staff leaving indemnity (TFR) 467 467 0 Other costs 127 483 (356) Total 10,151 10,119 32 The average number of group employees was as follows: (Number) 31.12.2009 31.12.2008 Managers 15 16 White-collar staff 68 65 Blue-collar staff 60 60 Total average number of employees 143 141 As Frullo Energia Ambiente Srl is consolidated applying the proportional method, the numbers above include the 49% proportional share of the employees of this company that total 1 manager, 18 white-collar staff and 28 blue-collar staff. 18 Direct costs Direct costs increased by Euro 4,975 thousand compared to 2008. The most significant increase relates to amortisation and impairment losses on intangible assets, which includes the impairment loss recognised on the plant in Trezzo sull Adda (Euro 6,310 thousand) subsequent to the impairment test carried out. Decreases were recorded in the cost of services (-Euro 1,456 thousand), materials (-Euro 1,131 thousand) and depreciation of property, plant and equipment (-Euro 4,691 thousand), which was principally due to lower depreciation recorded by Ecosesto SpA in relation to the biomass plant in Rende that was fully depreciated as at 31 January 2009. (Euro thousands) 31.12.2009 31.12.2008 Change Materials 13,807 14,938 (1,131) Services 17,118 18,574 (1,456) Other costs 8,728 8,194 534 Change in inventories 1,269 (957) 2,226 Charges to/(utilisation of) operating provisions (375) (1,299) 924 Amortisation and impairment of intangibles 6,618 477 6,141 Depreciation and impairment of property, plant and equipment 9,320 14,011 (4,691) Employee costs capitalised on assets under construction (824) (3,252) 2,428 Total 55,661 50,686 4,975 79

19 Other income Other income consisted of the following: (Euro thousand) 31.12.2009 31.12.2008 Change Income from operating activities 890 1,465 (575) Income from non-operating activities 464 4,081 (3,617) Total 1,354 5,546 (4,192) Income from operating activities may be further detailed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Income from services attributable to non-controlling interest in companies consolidated applying the proportional method 670 729 (59) Revenue grants 124 593 (469) Other 96 143 (47) Total 890 1,465 (575) Income from non-operating activities may be further detailed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Income relating to other accounting periods 377 1,966 (1,589) Gains on disposal of property, plant and equipment 3 1 2 Insurance compensation 2,095 (2,095) Other 84 19 65 Total 464 4,081 (3,617) 20 Administrative expenses Administrative expenses may be analysed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Consumables 402 362 40 Services 8,804 7,659 1,145 Other costs 1,604 1,260 344 Non-operating expenses 376 1,634 (1,258) Amortisation and impairment of intangible assets 19 13 6 Depreciation and impairment of property, plant and eq.pt 140 48 92 Charges to/(utilisation of) provisions 318 (1,473) 1,791 Total 11,663 9,503 2,160 Administrative expenses increased by Euro 2,160 thousand compared to 31 December 2008. The main increases relate to the cost of services (+Euro 1,145 thousand) and charges to sundry provisions (+Euro 1,791 thousand), which were partially offset by a decrease in non-operating expenses (-Euro 1,258 thousand). 80

21 Finance costs - net Finance income and costs may be analysed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Finance costs (5,241) (10,638) 5,397 Finance income 2,416 9,878 (7,462) Interest capitalised on assets under construction 156 397 (241) Total (2,669) (363) (2,306) Finance costs consisted of the following: (Euro thousands) 31.12.2009 31.12.2008 Change Payable to parent company (58) (130) 72 Payable to others (5,183) (10,508) 5,325 Total (5,241) (10,638) 5,397 Finance costs payable to others comprise Euro 997 thousand relating to IRS differentials paid by Prima Srl and Frullo Ambiente Energia Srl in the course of the year. Finance costs for 2009 and 2008 may be further analysed as follows: 31.12.2009 Debenture Bank Others Total (Euro thousands) loans loans Payable to parent company 58 58 Payable to others 5,177 6 5,183 Total 5,177 64 5,241 31.12.2008 Debenture Bank Others Total (Euro thousands) loans loans Payable to parent company 130 130 Payable to others 10,503 5 10,508 Total 10,503 135 10,638 Finance income for the year ended 31 December 2009 decreased significantly compared to the amount recorded in 2008: (Euro thousands) 31.12.2009 31.12.2008 Change Interest and commission - parent company 1,989 6,083 (4,094) Interest and commission - banks 421 3,041 (2,620) Other 6 754 (748) Total 2,416 9,878 (7,462) 22 Investment income and costs No amounts were recorded during the year. 81

23 Income tax expense (Euro thousands) 31.12.2009 31.12.2008 Change Current tax 9,919 14,420 (4,501) Deferred income tax (credit) 480 (1,318) 1,798 Total 10,399 13,102 (2,703) Current taxes are based on the estimated taxable income for the period calculated in accordance with current tax legislation. Total taxes differ from the theoretical amount that results from applying the tax rate to the consolidated group profit. The corresponding reconciliation is detailed below. (Euro thousands) 31.12.2009 31.12.2008 Profit before taxation 16,133 32,564 Taxes calculated applying tax rate to group profit (5,038) (11,942) Profits not subject to tax 538 15 Expenses not deductible for tax purposes (2,012) (1,692) Utilisation of tax losses carried forward 333 Deferred income tax assets for change in tax rate (Robin Hood tax) (1,848) 380 Adjustment of deferred income tax assets for rate change Tax losses for which no deferred income tax was recognised (214) (196) Impairment loss on goodwill (1,825) Total income tax (10,399) (13,102) Related party transactions Revenue Revenue Other Direct Admin. Finance Finance Income from sale from income costs expenses costs income from (Euro thousands) of goods services investments Parent company Falck SpA 75 113 133 3,300 58 1,989 Total parent company 75 113 133 3,300 58 1,989 Group companies Falck Renewables Italia Srl 56 7 Falck Energy Sa 812 Total group companies 56 819 Total 75 169 133 4,119 58 1,989 % incidence on income statement heading 0.1% 11.9% 0.2% 35.3% 2.4% 37.9% 24 Significant non-recurring events and transactions In accordance with Consob communication DEM/6064293 of 28 July 2006, the only significant non-recurring transactions that took place in the Actelios group in the course of 2009 related to settlement of the legal action with Protecma that resulted in payment of Euro 5,047 thousand to settle the amount recorded in other creditors in 2008 subsequent to the arbitrator s award, and the impairment loss recognised on the goodwill of Prima Srl amounting to Euro 6,310 thousand. 82

25 Uncharacteristic and uncommon transactions In accordance with Consob communication DEM/6064293 of 28 July 2006, in the course of 2009 the Actelios group did not carry out any uncharacteristic and/or uncommon transactions, as defined in the above communication. 26 Auditors remuneration (Euro thousands) Company Audit Control of Other activities annual and interim accounting records Actelios SpA 130 10 Ambiente 2000 Srl 12 5 Actelios Solar SpA 13 7 Ecosesto SpA 26 5 Elettroambiente SpA 10 4 Frullo Energia Ambiente Srl 11 3 Palermo Energia Ambiente ScpA 17 5 Platani Energia Ambiente ScpA 17 5 Powercrop SpA 15 5 Prima Srl 22 5 Tifeo Energia Ambiente ScpA 17 5 Total 290 59 83

6.7 Additional disclosures on financial instruments in accordance with IFRS 7 This note sets out the additional disclosures relating to financial assets and liabilities in accordance with IFRS 7. This disclosure respects the order of the IFRS. Where the information requested was not considered significant the related paragraph was omitted. The note is presented in two sections. The first sets out detailed information regarding financial assets and liabilities, in particular regarding their classification in compliance with IAS 39, the impact on the income statement for the year and their fair value. The second section presents information regarding the risks attributable to the financial assets and liabilities, in particular credit risk, liquidity risk and market risk. This includes both qualitative and quantitative information that is analysed into points (e.g. 1.) and sub-points (e.g. 1.2). The detailed quantitative information is provided for 31 December 2009 and where significant at 31 December 2008. Prior to presenting the detailed disclosures, a summary of the principal disclosures is provided as follows. The Actelios group holds significant financial assets in the form of financial receivables due from the parent company Falck SpA, and has an overall positive net financial position. The financial assets and liabilities are almost entirely measured at cost and amortised cost in the financial statements, with the exception of certain derivative instruments on interest rates that, although undertaken to hedge exposure, are not measured in accordance with hedge accounting. The main impact of the derivative instruments on the income statement does not arise from changes in the value of the principal financial assets and liabilities recorded on the balance sheet, but from the interest income and expense and the changes in value of the derivative financial instruments. Credit and liquidity risk are not considered to be significant. In particular, credit risk exposure is extremely limited: the high concentration of trade receivables due from a few counterparties is strongly mitigated by the corresponding credit rating. The only market risk considered to be significant is interest rate risk as almost all group borrowings are at variable rates. This exposure is limited by the natural matching of liquid assets against financial liabilities. Although a formal risk management policy has not been defined, the Actelios group adopts well-established internal procedures in the management of credit, liquidity and market risks on financial assets and liabilities. Section I: Supplementary disclosures on financial assets/liabilities 1. Balance sheet 1.1 Categories of financial assets and liabilities The tables below illustrate the carrying values at 31 December 2009 and 31 December 2008 of the financial assets and liabilities classified in accordance with IAS 39. In order to reconcile with the balance sheet totals the penultimate column sets out the values of the assets and liabilities that are not included in the scope of IFRS 7. At 31 December 2009 the total financial assets of the Actelios group amounted to Euro 206,361 thousand and financial liabilities totalled Euro 132,999 thousand, compared to a total balance sheet value of Euro 499,098 thousand. The financial assets and liabilities are almost entirely measured at cost and amortised cost. The principal financial assets comprise financial receivables while the main financial liabilities relate to borrowings and trade payables. The financial impact of financial assets and liabilities measured at fair value through profit or loss is not significant and consists of derivative financial instruments. 84

31.12.2009 Fair value Amortised cost Fair value through against equity profit or loss or cost Total Loans Financial Financial FA/FL FA/FL FA FA/FL A/L not Balance and receiv. assets liabilities designation held for available- within within sheet bls held-to- at amortised on initial trading for-sale scope scope total (Euro thousands) maturity cost recognition of IFRS7 of IFRS7 Assets Property, plant and equipment and intangibles 269,103 269,103 Securities and investments 11 11 11 Financial receivables 158,935 158,935 158,935 Inventories 4,318 4,318 Trade receivables 22,012 22,012 22,012 Deferred income tax assets 9,990 9,990 Other receivables 4,032 662 4,694 9,326 14,020 Cash and cash equivalents 20,709 20,709 20,709 Total 205,688 662 11 206,361 292,737 499,098 Liabilities Total equity 349,652 349,652 Financial payables 82,609 1,777 84,386 84,386 Trade payables 48,613 48,613 48,613 Other payables 13,216 13,216 Provisions for other liabilities and charges 1,008 1,008 Staff leaving indemnity 2,223 2,223 Total 131,222 1,777 132,999 366,099 499,098 31.12.2008 Fair value Amortised cost Fair value through against equity profit or loss or cost Total Loans Financial Financial FA/FL FA/FL FA FA/FL A/L not Balance and receiv. assets liabilities designation held for available- within within sheet bls held-to- at amortised on initial trading for-sale scope scope total (Euro thousands) maturity cost recognition of IFRS7 of IFRS7 Assets Property, plant and equipment and intangibles 291,648 291,648 Securities and investments 11 11 11 Financial receivables 180,390 180,390 180,390 Inventories 5,588 5,588 Trade receivables 27,759 27,759 27,759 Deferred income tax assets 10,470 10,470 Other receivables 3,684 636 4,320 7,550 11,870 Cash and cash equivalents 21,032 21,031 21,031 Total 232,865 636 11 233,511 315,256 548,767 Liabilities Total equity 354,994 354,994 Financial payables 101,025 1,612 102,637 102,637 Trade payables 46,598 46,598 46,598 Other payables 20,000 20,000 21,595 41,595 Provisions for other liabilities and charges 813 813 Staff leaving indemnity 2,130 2,130 Total 167,623 1,612 169,235 379,532 548,767 85

1.2 Collateral financial assets pledged as security for liabilities and collateral accepted as security for assets Financial assets pledged as security for liabilities comprise the pledge on the shares of Prima Srl owned by Actelios SpA for a nominal value of Euro 4,615 thousand. The principal terms of the pledge contracts do not grant the possibility to sell the pledged shares as these companies do not have an active market. 2. Income statement and net equity 2.1 Impact of financial assets and liabilities on the income statement and net equity The table below illustrates the net gains or losses generated in financial years 2009 and 2008 from the financial assets/liabilities reclassified according to IAS 39. The only amount relates to the increase in value of derivative financial instruments. 31.12.2009 Gains/(losses) Gains/(losses) Gains/(losses) through profit reversed from equity recorded (Euro thousands) or loss to profit or loss against equity Total FA at fair value through profit or loss FA held for sale FL at fair value through profit or loss (166) (166) FL held for sale FA available-for-sale FA held-to-maturity Loans and receivables FL at amortised cost Total (166) (166) 31.12.2008 Gains/(losses) Gains/(losses) Gains/(losses) through profit reversed from equity recorded (Euro thousands) or loss to profit or loss against equity Total FA at fair value through profit or loss FA held for sale FL at fair value through profit or loss (1,607) (1,607) FL held for sale FA available-for-sale FA held-to-maturity Loans and receivables FL at amortised cost Total (1,607) (1,607) The amount of Euro 166 thousand represents the total change in fair value of the contracts entered into to hedge interest rate risk. 86

The table below illustrates total interest income/expense (calculated using the effective interest rate method) and the fee income/expense generated by financial assets/liabilities not measured at fair value through profit or loss and the fee income/expense arising from trust and other fiduciary activities in 2009 and 2008. 31.12.2009 (Euro thousands) Interest income (expense) Fee income (expense) Total FA not at fair value through profit or loss 2,410 2,410 FL not at fair value through profit or loss (5,012) (5,012) Trust and other fiduciary activities (57) (57) Other (not within scope of IFRS7) 156 156 Total (2,446) (57) (2,503) 31.12.2008 (Euro thousands) Interest income (expense) Fee income (expense) Total FA not at fair value through profit or loss 9,878 9,878 FL not at fair value through profit or loss (8,993) (8,993) Trust and other fiduciary activities (40) (40) Other (not within scope of IFRS7) 399 399 Total 1,284 (40) 1,244 The reconciliations of the above amounts with net finance costs recorded in the 2009 and 2008 income statements are as follows. (Euro thousands) 31.12.2009 Gains/losses through profit or loss (166) Total interest income/expense (2,446) Fee income/expense (57) Total (2,669) Net finance costs per income statement (2,669) (Euro thousands) 31.12.2008 Gains/losses through profit or loss (1,607) Total interest income/expense 1,284 Fee income/expense (40) Total (363) Net finance costs per income statement (363) 2.2 Provision for doubtful accounts Subsequent to the administration proceedings with Biothec Sistemi SpA, Euro 251 thousand of the provision was utilised. 3 Further additional disclosures 3.1 Accounting policies The accounting policies adopted for the recognition and measurement of financial assets and liabilities are presented in the notes to the consolidated financial statements in paragraph 6.5.5 Accounting policies. 87

3.2 Fair value The tables below disclose the fair value of the financial assets/liabilities and the related carrying amount at 31 December 2009 and 31 December 2008. The carrying amount of the financial assets/liabilities valued at cost and amortised cost (see point 1.1) is a reasonable estimate of fair value as these relate to either short-term or variable rate financial assets and liabilities or medium/long-term financial liabilities that, based on sample calculations, did not give rise to significant differences. The fair value of derivative financial instruments at the balance sheet date is equal to the discounted future cash flows given the Euro curve at 31 December and its related forward rates. 31.12.2009 (Euro thousands) Carrying amount Fair value Financial assets Securities and investments 11 11 Financial receivables 158,935 158,935 Trade receivables 22,012 22,012 Other receivables 4,694 4,694 Cash and cash equivalents 20,709 20,709 Total 206,361 206,361 Financial liabilities Financial payables 84,386 84,386 Trade payables 48,613 48,613 Other payables Total 132,999 132,999 31.12.2008 (Euro thousands) Carrying amount Fair value Financial assets Securities and investments 11 11 Financial receivables 180,390 180,390 Trade receivables 27,759 27,759 Other receivables 4,137 4,137 Cash and cash equivalents 21,032 21,032 Total 233,329 233,329 Financial liabilities Financial payables 102,637 102,637 Trade payables 46,598 46,598 Other payables 20,000 20,000 Total 169,235 169,235 88

Analysis of financial liabilities at 31 December 2009 and 31 December 2008 by instrument and conditions. 31.12.2009 Interest rate Fair Carrying Current Non-current (Euro thousands) (%) value amount portion portion Efibanca loan Euribor 6 m + spread 1,033 1,033 1,033 Banca Popolare Sondrio loan 12.6 Euribor 3 m + spread 2,000 2,000 2,000 Banca Popolare Sondrio 10 Euribor 3 m + spread 6,281 6,281 1,236 5,045 Loan Euribor 3 m + spread 1,118 1,118 1,118 Loans for projects in Sicily Euribor 3 m + spread 3,709 3,709 3,709 Other loans from Falck SpA Euribor 3 m + spread 1,597 1,597 1,597 Other loans Euribor 1 m + spread 1,500 1,500 1,500 Total loans 17,238 17,238 9,075 8,163 Project financing Prima Srl Euribor 6 m + spread 28,770 28,770 12,000 16,770 M/L loan Frullo Srl Euribor 6 m + spread 36,601 36,601 5,389 31,212 Total amounts due for project financing 65,371 65,371 17,389 47,982 IRS Prima Srl 724 724 724 IRS Frullo Energia Ambiente Srl 1,053 1,053 1,053 Total derivative financial instruments 1,777 1,777 1,777 Total financial liabilities 84,386 84,386 26,464 57,922 31.12.2008 Interest rate Fair Carrying Current Non-current (Euro thousands) (%) value amount portion portion Efibanca loan Euribor 6 m + spread 2,388 2,388 1,355 1,033 Banca Popolare Sondrio loan Euribor 3 m + spread 7,471 7,471 1,191 6,280 Loan Euribor 3 m + spread 1,118 1,118 1,118 Due to other financial institutions Euribor 6 m + spread 2,099 2,099 2,099 Loans for projects in Sicily Euribor 3 m + spread 4,168 4,168 4,168 Other loans Euribor 3 m + spread 1,690 1,690 1,690 Other loans Euribor 1 m + spread 1,500 1,500 1,500 Other loans Euribor 1 m + spread 750 750 750 Total loans 21,184 21,184 10,654 10,530 Project financing Prima Srl Euribor 6 m + spread 37,938 37,938 9,750 28,188 M/L loan Frullo Srl Euribor 6 m + spread 41,903 41,903 5,488 36,415 Total amounts due for project financing 79,841 79,841 15,238 64,603 IRS Prima Srl 720 720 720 IRS Frullo Energia Ambiente Srl 892 892 892 Total derivative financial instruments 1,612 1,612 1,612 Total financial liabilities 102,637 102,637 25,892 76,745 89

Analysis of financial receivables due from third parties at 31 December 2009 and 31 December 2008 by instrument and conditions. 31.12.2009 Interest rate Fair Carrying Current Non-current (Euro thousands) (%) value amount portion portion Palermo Energia Ambiente ScpA Euribor + spread 4,966 4,966 4,966 Frullo Energia Ambiente Srl Euribor+ spread Amounts due to Actelios SpA from Falck SpA Euribor 1m+ spread 153,963 153,963 153,963 Powercrop SpA receivables Euribor 1m+ spread Other receivables 6 6 6 Total receivables 158,935 158,935 158,935 31.12.2008 Interest rate Fair Carrying Current Non-current (Euro thousands) (%) value amount portion portion Palermo Energia Ambiente ScpA Euribor + spread 5,247 5,247 5,247 Frullo Energia Ambiente Srl Euribor+ spread 2,099 2,099 2,099 Amounts due to Actelios SpA from Falck SpA Euribor 1m+ spread 172,288 172,288 172,288 Powercrop SpA receivables Euribor 1m+ spread 750 750 750 Other receivables 6 6 6 Total receivables 180,390 180,390 178,291 2,099 Section II: Risks arising from financial instruments 1. Credit risk 1.1 Qualitative disclosures Credit risk represents both potential losses from non-settlement of receivables and the counterparty risk connected to the negotiation of other financial activities. The credit risk exposure of the Actelios group is very limited in respect of both commercial customers and financial counterparties. Firstly due to the nature of the commercial customers: one third of amounts due from third parties (not related parties) is owed by the Italian national electrical energy supplier (Enel). The degree of concentration of customers is medium-high, however they have a high credit rating. The credit risk attributable to the counterparties with which the derivative financial instruments are negotiated is also limited as the derivatives are negotiated with primary financial institutions. A summary quantitative indication of the maximum exposure to credit risk is the carrying amount of the financial assets, expressed gross of derivatives with a positive fair value and net of any guarantees. The group does not enter into instruments or guarantees to mitigate credit risk; consequently, the disclosures below are not affected by such instruments. 1.2 Quantitative disclosures At 31 December 2009 the maximum credit risk exposure amounted to Euro 206,350 thousand and comprised: 31.12.2009 (Euro thousands) Gross Provision Net Financial receivables 158,935 158,935 Trade receivables 22,463 (451) 22,012 Other receivables 4,694 4,694 Cash and cash equivalents 20,709 20,709 Total 206,801 (451) 206,350 90

At 31 December 2008 the maximum credit risk exposure amounted to Euro 233,318 thousand and comprised: 31.12.2008 (Euro thousands) Gross Provision Net Financial receivables 180,390 180,390 Trade receivables 28,461 (702) 27,759 Other receivables 4,137 4,137 Cash and cash equivalents 21,032 21,032 Total 234,020 (702) 233,318 An analysis of trade receivables at 31 December 2009 and 31 December 2008 by class of customer with the corresponding percentage of total receivables is set out below. This provides a summary indication of the concentration of commercial credit risk. 31.12.2009 Class of customer Total exposure % exposure by class (Euro thousands) of customer Italian National Grid (GSE - Enel) 6,607 30% Public authorities (town councils) 1,180 6% Other entitites 14,056 64% Other entities (related parties) Total trade receivables 21,843 100% 31.12.2008 Class of customer Total exposure % exposure by class (Euro thousands) of customer Italian National Grid (GSE - Enel) 15,318 55% Public authorities (town councils) 2,183 8% Other entitites 10,073 36% Other entities (related parties) 185 1% Total trade receivables 27,759 100% The ageing analysis of trade receivables by class of customer, analysed by the overdue periods used internally to monitor receivables, as at 31 December 2009 and 31 December 2008, is set out below. Balances not yet due at 31 December 2009 and 31 December 2008 are also presented. 31.12.2009 Total Overdue Total Not yet (Euro thousands) exposure > 120 91-120 61-90 31-60 0-30 overdue due Italian National Grid (GSE - Enel) 6,607 18 1,512 1,530 5,077 Public authorities (town councils) 1,180 20 57 19 96 1,084 Other entities 14,056 1,840 1,837 828 1,641 1,331 7,477 6,579 Other entities (related parties) Total trade receivables 21,843 1,840 1,855 848 1,698 2,862 9,103 12,740 31.12.2008 Total Overdue Total Not yet (Euro thousands) exposure > 120 91-120 61-90 31-60 0-30 overdue due Italian National Grid (GSE - Enel) 15,318 19 5,941 5,960 9,358 Public authorities (town councils) 2,183 601 266 353 314 631 2,165 18 Other entities 10,073 2,008 173 426 1,344 3,436 7,387 2,686 Other entities (related parties) 185 10 10 15 35 150 Total trade receivables 27,759 2,619 439 779 1,687 10,023 15,547 12,212 91

2. Liquidity risk 2.1 Qualitative disclosures Liquidity risk is summarised in the tables below that illustrate the financial liabilities grouped by maturity date. The Actelios group has a group treasury department that does not use a cash pooling system but carries out netting of opposing balances through the use of specific intercompany correspondence accounts. With regard to the management of Actelios s liquidity, in accordance with the agreement between Falck SpA and Actelios SpA, Actelios transfers to Falck the liquidity not required for working capital, and Falck undertakes to repay the liquidity, either in whole or in part, in order to meet the Actelios group s capital expenditure commitments, in line with the notice terms of the agreement. Finally, the Actelios group prepares an update of the cash flow statement and the cash budget on a monthly basis, in which the actual data for the period are supported by a summary evaluation and commentary. 2.2 Quantitative disclosures Financial liabilities are analysed by contractual maturity across four time bands. The analysis has been concentrated on bank borrowings and shareholders loans, the latter have been disclosed separately as the maturity dates are not defined based on individual contractual agreements and repayment, with regard to Prima Srl, is subordinated to bank borrowings. Analysis of financial liabilities (principal amounts: amounts due by contractual maturity) 31.12.2009 (Euro thousands) < 12 months 1-2 years 2-5 years > 5 years Total Bank borrowings 2,269 1,280 4,515 1,250 9,314 Non-recourse financing Frullo Energia Ambiente 5,390 4,704 8,511 18,880 37,485 Project financing Prima 12,000 8,437 9,188 29,625 Trade payables 48,613 48,613 Total 68,272 14,421 22,214 20,130 125,037 Analysis of financial liabilities (principal amounts: amounts due by estimated maturity) 31.12.2009 (Euro thousands) < 12 months 1-2 years 2-5 years > 5 years Total Shareholders' loans 6,806 1,118 7,924 Other payables Total 6,806 1,118 7,924 Analysis of financial liabilities (principal amounts: amounts due by contractual maturity) 31.12.2008 (Euro thousands) < 12 months 1-2 years 2-5 years > 5 years Total Bank borrowings 2,546 2,007 3,981 1,064 9,598 Non-recourse financing Frullo Energia Ambiente 5,488 5,390 9,604 22,491 42,973 Project financing Prima 9,750 12,000 17,685 39,435 Trade payables 46,598 46,598 Total 64,382 19,397 31,270 23,555 138,604 Analysis of financial liabilities (principal amounts: amounts due by estimated maturity) 31.12.2008 (Euro thousands) < 12 months 1-2 years 2-5 years > 5 years Total Shareholders' loans 8,108 3,217 11,325 Other payables 20,000 20,000 Total 8,108 23,217 31,325 92

In order to provide a better analysis of the financial commitments including derivatives illustrated in the table above, a calculation was made of interest due to be paid for each maturity period shown. As contractual interest rates on the above borrowing instruments are all variable, quarterly or six-monthly, and closely linked to Euribor rates, this calculation was made taking into consideration the implicit rates of the swap rate curve correlated with Euribor rates at 31 December 2009. Calculation of the quarterly and six-monthly interest was simplified by assuming that the payment periods for each instrument had the same start and end date. With regard to interest payable, the estimated value of the differentials relating to derivative financial instruments held at 31 December 2009 was calculated and is disclosed on the IRS differentials line in the table below. The estimated differentials were calculated applying the implicit forward rates in the swap curve at 31 December 2009. In this case a detailed analysis of each derivative instrument held was performed. Analysis of financial liabilities (estimated flows on contractual basis: interest expense plus IRS differentials) 31.12.2009 (Euro thousands) < 12 months 1-2 years 2-5 years > 5 years Total IRS differentials 1,205 449 261 (152) 1,763 Bank borrowings 297 252 557 227 1,333 Project financing 1,352 1,460 3,485 2,374 8,671 Total 2,854 2,161 4,303 2,449 11,767 Analysis of financial liabilities (estimated flows on contractual basis: interest expense plus IRS differentials) 31.12.2009 (Euro thousands) < 12 months 1-2 years 2-5 years > 5 years Total Shareholders' loans 221 61 140 422 Total 221 61 140 422 Analysis of financial liabilities (estimated flows on contractual basis: interest expense plus IRS differentials) 31.12.2008 (Euro thousands) < 12 months 1-2 years 2-5 years > 5 years Total IRS differentials 674 588 328 50 1,640 Bank borrowings 1,838 1,412 3,964 3,393 10,607 Project financing 1,501 1,014 1,283 3,798 Total 4,013 3,014 5,575 3,443 16,045 Analysis of financial liabilities (estimated flows on contractual basis: interest expense plus IRS differentials) 31.12.2008 (Euro thousands) < 12 months 1-2 years 2-5 years > 5 years Total Shareholders' loans 526 130 656 Total 526 130 656 3. Market risks 3.1 Interest rate risk 3.1.1 Qualitative disclosures The Actelios group manages interest rate risk centrally. Although it does not define in advance the maximum variable rate debt exposure, it does follow well-established procedures aimed at monitoring risk and that avoid undertaking transactions of a speculative nature. The type and suitability of hedging instruments is evaluated for each specific case in consideration of the amount of exposure and current financial market conditions. 93

The Actelios group uses derivative financial instruments to hedge interest rates and in particular enters into interest rate swaps (IRS) with the exclusive aim of hedging. Moreover, the derivatives held at the year-end were acquired in order to allow the debt structure to meet the covenants requested by the financial institutions in relation to the project financing. In particular, the borrowings at variable rates for these contracts are matched with opposing IRS that partially convert the borrowings from variable to fixed rates. Although these operations are entered into to hedge interest rate risk, hedge accounting is not applied to these derivative financial instruments. Consequently, changes in fair value of the derivatives follow the general rule applied to trading derivatives and are charged directly to the income statement with a direct effect on the profit for the year. A sensitivity analysis was performed on the interest rate risk exposure of Actelios applying the guidelines provided in paragraph 40 of IFRS 7 and the examples illustrated in Implementation Guide (IG) 35. A brief description of the methodology used to perform the sensitivity analysis and the results obtained is provided below. The effect on profit for the year was determined applying a different yield curve to that used at the reporting date. For Actelios this means recalculating the fair value of the derivative instruments and charging directly to the income statement the difference between the simulated fair value and the value at the year-end. This provides both the portfolio risk on derivatives held at the balance sheet date and the related effect on the profit for the year. The actual effect on profit for the year of a different scenario for interest rates also depends on the average financial assets and liabilities for the period on which interest accrues. The example provided in IG35 of IFRS 7 refers to the effect on the actual financial statements originating from a different interest rate arising during the year. Once the finance income and expenses relating to a new scenario become known it is easy to verify, measuring the difference between these and the actual income/expense, the effect of a new interest rate scenario on the income statement. The sensitivity analysis assumed two scenarios, a decrease and an increase in interest rates. Changes in interest rates for each scenario have been applied: 1) to the yield curve at the reporting date, assuming a parallel shift in the yield curve; 2) to the average interest rate paid in the course of the year on variable rate borrowings; 3) to the average interest rate earned during the year on variable rate financial assets; 4) to the interest rates used to determine the differentials paid/received during the year on derivative financial instruments. As already noted the change in fair value of each derivative instrument held at 31 December 2009, together with the related impact on profit for the year, was calculated for each scenario. The impact on profit arising from changes in finance income and expense was also calculated for each scenario. The tables below illustrate the outcome of these analyses. An increase of 50 basis points would have resulted in a positive impact on profit of approximately 17.49%, while a decrease of 50 basis points would have determined a negative impact on profit for the year of approximately (17.26%). 3.1.2 Quantitative disclosures Scenario Euribor +50bp Derivatives impact Scenario I - Euribor rate + 50bp Tax effect Accounting Base Scenario Change Change Change % of of change % (Euro thousands) treatment Value Value FV BS IS PFY in FV of PFY Frullo Interest No Hedge Rate Swap - Intesa Accounting (586) (195) 390 390 2,42% (133) 4,49% Frullo Interest No Hedge Rate Swap - Unicredit Accounting (468) (389) 79 79 0,49% (27) 0,91% Interest Rate No Hedge Swap Prima (Double Fixed) Accounting (328) (344) (16) (16) (0,10%) 6 (0,19%) Interest Rate No Hedge Swap Prima (cancellable) Accounting (397) (273) 124 124 0,77% (42) 1,43% Total (1,779) (1,201) 577 577 3.58% (196) 6.64% 94

Total impact Scenario I - Euribor rate + 50bp Tax effect of (Euro thousands) Change BS Change IS % of PBT change in FV % of PFY Impact of change in fair value of derivatives 577 3,58% (196) 6,64% Impact on finance costs (328) (2,03%) 90 (4,15%) Impact on finance income 953 5,91% (262) 12,05% Impact on IRS 256 1,59% (87) 2,95% Total 1,458 9.04% (455) 17.49% Scenario Euribor -50bp Derivatives impact Scenario II - Euribor rate - 50bp Tax effect Accounting Base Scenario Change Change Change % of of change % (Euro thousands) treatment Value Value FV BS IS PFY in FV of PFY Frullo Interest No Hedge Rate Swap - Intesa Accounting (586) (970) (384) (384) (2,38%) 131 (4,42%) Frullo Interest No Hedge Rate Swap - Unicredit Accounting (468) (546) (79) (79) (0,49%) 27 (0,90%) Interest No Hedge Rate Swap Prima (Double Fixed) Accounting (328) (443) (114) (114) (0,71%) 39 (1,32%) Interest No Hedge Rate Swap Prima (cancellable) Accounting (397) (377) 20 20 0,12% (7) 0,23% Total (1,779) (2,336) (557) (557) (3.45%) 189 (6.42%) Total impact Scenario II - Euribor rate - 50bp Tax effect of (Euro thousands) Change BS Change IS % of PBT change in FV % of PFY Impact of change in fair value of derivatives (557) (3,45%) 189 (6,42%) Impact on finance costs 328 2,03% (90) 4,15% Impact on finance income (953) (5,91%) 262 (12,05%) Impact on IRS (256) (1,59%) 87 (2,95%) Total (1,438) 9.04% 448 (17.26%) 95

7 Supplementary information to consolidated financial statements

7.1 List of investments in subsidiaries and associates Companies consolidated applying line-by-line method % Indirect holding Registered Currency Share Direct office capital holding % Subsidiary Actelios SpA Milan Euro 67,680,000 Abbiategrasso Bioenergia Srl Sesto San Giovanni (Mi) Euro 54,000 58.735 Actagri Srl Actagri Srl Sesto San Giovanni (Mi) Euro 50,000 100.000 Actelios Solar SpA Sesto San Giovanni (Mi) Euro 120,000 100.000 Ambiente 2000 Srl Milan Euro 103,000 60.000 Ecosesto SpA Rende (Cosenza) Euro 5,120,000 100.000 Elettroambiente SpA Sesto San Giovanni (Mi) Euro 245,350 100.000 Platani Energia Ambiente ScpA Palermo Euro 3,364,264 85.730 Elettroambiente SpA Prima Srl Sesto San Giovanni (Mi) Euro 5,430,000 85.000 Solar Mesagne Srl Sesto San Giovanni (Mi) Euro 50,000 100.000 Actelios Solar SpA Solar Rende Srl Rende (Cosenza) Euro 10,000 100.000 Ecosesto SpA Tifeo Energia Ambiente ScpA Palermo Euro 4,679,829 95.620 Elettroambiente SpA Companies included applying proportional method % Indirect holding Registered Currency Share Direct office capital holding % Subsidiary Frullo Energia Ambiente Srl Bologna Euro 17,139,100 49.000 Palermo Energia Ambiente ScpA Palermo Euro 120,000 23.272 Powercrop SpA Sesto San Giovanni (Mi) Euro 4,000,000 50.000 99

8 Actelios SpA Separate financial statements for the year ended 31 December 2009

8.1 Actelios SpA balance sheet 31.12.2009 31.12.2008 Note of which of which (Euro thousands) related parties related parties Assets A Non-current assets 1 Intangible assets (1) 54 30 2 Property, plant and equipment (2) 79 98 3 Financial assets (3) 83,415 102,023 4 Medium/long-term financial receivables (4) 6,374 6,374 10,451 10,451 5 Deferred income tax assets (7) 403 660 6 Other receivables (6) 333 333 Total 90,658 113,262 B Current assets 1 Inventories (8) 2 Trade receivables (5) 6,927 6,902 4,733 4,637 3 Other receivables (6) 14,589 14,107 2,552 2,550 4 Financial receivables (4) 242,129 242,129 252,637 252,637 5 Financial assets 6 Cash and cash equivalents (9) 72 377 Total 263,717 260,299 C Non-current assets held for sale Total assets 354,375 373,561 Liabilities D Equity 1 Ordinary shares 67,680 67,680 2 Reserves 248,812 247,927 3 Retained earnings 19,737 13,086 4 Profit for the year 10,240 17,688 Capital and reserves attributable to group equity holders (10) 346,469 346,381 5 Minority interest in equity Total equity (10) 346,469 346,381 E Non-current liabilities 1 Medium/long-term financial liabilities (13) 2 Other non-current liabilities (15) 3 Deferred income tax liabilities 4 Provisions for other liabilities and charges (11) 465 5 Staff leaving indemnity (12) 499 473 Total 964 473 F Current liabilities 1 Trade payables (14) 4,303 3,359 1,429 282 2 Other payables (15) 1,040 39 23,125 22,059 3 Short-term financial liabilities (13) 1,599 1,599 2,153 2,153 4 Provisions for other liabilities and charges Total 6,942 26,707 G Liabilities attributable to non-current assets held for sale Total liabilities 354,375 373,561 Related party transactions are disclosed on page 127. 103

8.2 Actelios SpA income statement 31.12.2009 31.12.2008 Note of which of which (Euro thousands) related parties related parties A Revenue (16) 189 189 1,073 921 Direct labour costs (17) Direct costs (18) (289) (167) B Cost of sales (289) (167) C Gross profit (100) 906 Other income (19) 2,991 2,915 4,212 2,970 Other employee costs (17) (3,464) (3,868) Administrative expenses (20) (5,760) (2,532) (4,978) (2,322) D Operating profit (6,333) (3,728) Finance income - net (21) 5,471 5,207 13,146 12,356 Investment costs (22) 10,711 10,711 11,746 11,746 E Profit before income tax 9,849 21,164 Income tax expense (23) 391 (3,476) F Profit for the year 10,240 17,688 Earnings per share (Euro per share) (10) 0.15 0.26 Related party transactions are disclosed on page 132. 104

8.3 Actelios SpA statement of changes in comprehensive income 31.12.2009 31.12.2008 (Euro thousands) Gross Tax Net Gross Tax Net A Profit for the year 9,849 391 10,240 21,164 (3,476) 17,688 Other elements recognised in equity: (Gains)/losses reversed to income statement in respect of available-for-sale financial assets, previously recorded in net equity B (Gains)/losses reversed to income statement previously recognised in equity Foreign exchange differences on translation of overseas financial statements Fair value adjustment of available-for-sale financial assets Balance of actuarial gains/(losses) on employee benefits Fair value adjustments of derivatives designated as cash flow hedges Portion of other elements recorded in net equity relating to associates and joint ventures C Gains/(losses) recognised directly in equity in the period B+C Total other elements recognised in equity A+B+C Total recognised gains/(losses) 9,849 391 10,240 21,164 (3,476) 17,688 Attributable to: - Equity holders of the parent company - Minority interest 105

8.4 Actelios SpA cash flow statement 31.12.2009 31.12.2008 Note of which of which (Euro thousands) related parties related parties Cash flows from operating activities Profit for the year 10,240 17,688 Adjusted for: Amortisation and impairment of intangible assets 18 10 Depreciation and impairment of property, plant and equipment 36 15 Staff leaving indemnity provision 151 169 Fair value of financial assets Finance income (5,526) (5,525) (13,221) (12,418) Finance costs 55 48 75 62 Dividends received (11,756) (11,756) Share of profit of investments valued at equity Gain on sale of intangibles Profit on disposal of property, plant and equipment (808) Profit on sale of investments 10 Other cash flows (9) Income tax (income statement) 647 3,476 Operating profit/(loss) before changes in net working capital and provisions 5,612 (4,342) Change in inventories 96 Change in trade receivables (2,194) 2,238 Change in trade payables 2,874 (1,049) Change in other receivables/payables (15,106) 23,575 Net change in provisions 465 (600) Change in employee payables - staff leaving indemnity paid during year (116) (217) Cash generated from/(used in) operating activities (8,465) 19,701 Interest paid (54) (48) (75) (62) Tax paid (540) (410) Net cash generated from/(used in) operating activities (1) (9,059) 19,216 Cash flows from investing activities Dividends received Proceeds from sale of property, plant and equipment 2,039 2,039 Proceeds from sale of intangible assets Proceeds from investment activities Purchases of intangible assets (42) (2) Purchases of property, plant and equipment (17) (1,231) Acquisition of investments (591) (591) (5,117) (5,110) Sale of investments 24 Interest received 5,525 5,525 13,221 (12,418) Net cash generated from investing activities (2) 4,875 8,934 Cash flows from financing activities Dividends paid (10,152) (10,152) Proceeds from issue of ordinary share capital increase and capital injections Proceeds from borrowings 16,936 16,936 16,936 16,936 Loans granted (2,351) (2,351) (194,303) (194,303) New borrowings Repayments of borrowings Net cash generated from/(used in) financing activities (3) 4,433 (187,519) Net increase/(decrease) in cash and cash equivalents and bank overdrafts(1+2+3) 249 (159,369) Cash and cash equivalents and bank overdrafts at 1 January (1,776) 157,593 Cash and cash equivalents and bank overdrafts at 31 December (9) (1,527) (1,776) 106

8.5 Actelios SpA statement of changes in equity (Euro thousands) Share Reserves Profit Capital and Minority Total capital for the year reserves interest equity attributable to in equity company equity holders At 31.12.2007 67,680 255,224 15,941 338,845 338,845 Appropriation of 2007 profit 5,789 (15,941) (10,152) (10,152) Expenses on share capital increase Profit for the year to 31 December 2008 17,688 17,688 17,688 At 31.12.2008 67,680 261,013 17,688 346,381 346,381 Appropriation of 2008 profit 7,536 (17,688) (10,152) (10,152) Expenses on share capital increase Profit for the year to 31 December 2009 10,240 10,240 10,240 At 31.12.2009 67,680 268,549 10,240 346,469 346,469 107

8.6 Notes to the financial statements of Actelios SpA Direction and coordination activities In accordance with article 2497 bis, paragraph 4 of the Italian Civil Code, the key information from the latest approved financial statements of Falck SpA (31 December 2008) is disclosed, due to the fact that the latter performs direction and coordination activities. For a full and better understanding of the financial position of Falck SpA at 31 December 2008, and the profit for the year then ended, reference should be made to its financial statements complete with the independent auditors report, which are available at the parent company s registered offices and on its website www.falck.it. 108

Balance Sheet Falck SpA 31 December 2008 31 December 2007 Assets Amounts due within 12 months Amounts due after 12 months Total (Euro) Amounts due within 12 months Amounts due after 12 months Total (Euro) A) SHARE CAPITAL SUBSCRIBED AND NOT YET PAID B) FIXED ASSETS I. Intangible assets 1 Start-up and expansion costs 2 Research, development and advertising expenses 3 Industrial patent rights 529,016 375,059 4 Concessions, licences, trademarks and similar rights 70,196 13,616 5 Goodwill 6 Assets under construction and advances 7 Other intangible assets Total intangible assets 599,212 388,675 II. Tangible assets 1 Land and buildings 420,958 420,958 2 Plant and machinery 28,912 31,404 3 Industrial and office equipment 78 78 4 Other tangible assets 340,569 430,333 5 Assets operated under concession 6 Assets under construction and advances 50,000 Total tangible assets 790,517 932,773 III. Financial assets 1 Equity investments : a subsidiaries 286,074,391 299,750,411 b associates 1,901,381 1,853,970 c other companies 32,233,980 32,539,158 Total equity investments 320,209,752 334,143,539 2 Receivables : a due from subsidiaries b due from associates c due from parent company d due from others 63,830 63,830 103,711 103,711 e due from other group companies f guarantee deposits 149,020 149,020 149,020 149,020 Total receivables 212,850 212,850 103,711 149,020 252,731 3 Securities 4 Own shares (nominal value Euro 6,906,258) 12,187,024 12,187,024 Total financial assets 332,609,626 346,583,294 C) CURRENT ASSETS I. Inventory 1 Raw materials and consumables and goods 2 Work in progress, semi-finished products and goods 3 Contract work in progress 4 Finished products and goods 5 Advance payments Total inventory II. Receivables 1 Trade receivables 765,333 765,333 1,119,896 1,119,896 2 Due from subsidiaries a trade 3,583,174 3,583,174 1,137,359 1,137,359 b financial 249,223,283 249,223,283 213,724,016 213,724,016 c other 8,554,977 8,554,977 6,400,407 6,400,407 Total receivables due from subsidiaries 261,361,434 261,361,434 221,261,782 221,261,782 3 Due from associates a trade 9,857,462 9,857,462 7,668,973 7,668,973 b financial 7,265,773 7,265,773 7,083,194 7,083,194 c other 2,418 2,418 2,418 2,418 Total receivables due from associates 17,125,653 17,125,653 14,754,585 14,754,585 4 Due from parent company a trade b financial c other Total receivables due from parent company 4bis Tax credits 3,082,979 3,082,979 4terDeferred tax assets 5 Due from others a financial b advance payments 49,675 49,675 16,425 16,425 c other 15,472,587 15,472,587 15,165,285 15,165,285 Total receivables due from others 15,522,262 15,522,262 15,181,710 15,181,710 6 Due from other group companies a trade b financial c other Total receivables due from other Group companies Total receivables 294,774,682 294,774,682 255,400,952 255,400,952 III. Short-term investments 1 Investments in subsidiaries 2 Investments in associates 3 Investments in other companies 3,877,302 4,352,289 4 Own shares 5 Securities 34,550 34,550 6 Bills receivable Total short-term investments 3,911,852 4,386,839 IV. Cash and bank 1 Bank and post office accounts 29,131,113 1,163,261 2 Cheques 3 Cash in hand 12,779 10,052 Total cash and bank 29,143,892 1,173,313 TOTAL CURRENT ASSETS 327,830,426 260,961,104 D) ACCRUED INCOME AND PREPAID EXPENSES 19,928 58,919 TOTAL ASSETS 661,849,709 608,924,765 109

31 December 2008 31 December 2007 Liabilities Amounts due within 12 months Amounts due after 12 months Total (Euro) Amounts due within 12 months Amounts due after 12 months Total (Euro) A) SHAREHOLDERS' EQUITY I. Share capital 72,793,163 72,742,313 II. Share premium reserve 28,910,904 28,656,654 III. Revaluation reserve 1 reserve ex Law 72/83 2 reserve ex Law 413/91 Total revaluation reserve IV. Legal reserve 31,375,994 31,375,994 V. Statutory reserve VI. Reserve for own shares 12,187,024 12,187,024 VII. Other reserves 1 Extraordinary reserve 17,187,170 17,187,170 2 Contributions from shareholders 450,000 450,000 Total other reserves 17,637,170 17,637,170 VIII.Profit /(loss) carried forward 102,136,207 99,433,629 IX. Profit /(loss) for the period 14,394,198 5,469,980 TOTAL SHAREHOLDERS' EQUITY 279,434,660 267,502,764 B) PROVISIONS FOR RISKS AND CHARGES 1 For pensions and similar obligations 2 For taxes a Current b Deferred Total provision for taxes 3 Other provisions a Provision for litigation 2,238,996 2,238,996 b Provision for equity investment risks 3,935,000 5,687,000 c Provision for environmental improvements d Provision for reorganisation and liquidation costs e Sundry provisions 47,804,686 46,692,686 Total other provisions 53,978,682 54,618,682 TOTAL PROVISIONS FOR RISKS AND CHARGES 53,978,682 54,618,682 C) EMPLOYEE SEVERANCE INDEMNITY 738,606 701,930 D) PAYABLES 1 Bonds and debenture loans 2 Convertible bonds and debenture loans 33,274,325 33,274,325 9,149,819 26,944,420 36,094,239 3 Shareholders' loans 8,024 8,024 8,024 8,024 4 Bank loans and overdrafts 110,000,000 110,000,000 241,206,547 241,206,547 5 Other financing creditors 6 Advance payments received 7 Trade payables 4,075,778 4,075,778 3,082,712 3,082,712 8 Bills payable 9 Due to subsidiaries a trade 560,413 560,413 575,958 575,958 b financial 172,288,308 172,288,308 145,965 145,965 c other 614,721 614,721 1,636,065 1,636,065 Total amount due to subsidiaries 173,463,442 173,463,442 2,357,988 2,357,988 10 Due to associates a trade b financial c other Total amount due to associates 11 Due to parent company a trade b financial c other Total amount due to parent company 12 Tax payables 4,451,194 4,451,194 624,305 624,305 13 Social security and national insurance contributions 343,735 343,735 373,614 373,614 14 Other payables 1,449,879 1,449,879 1,608,475 1,608,475 15 Due to other group companies a trade b financial c other Total amount due to other group companies TOTAL PAYABLES 183,792,052 143,274,325 327,066,377 258,411,484 26,944,420 285,355,904 E) ACCRUED LIABILITIES AND DEFERRED INCOME 631,384 745,485 TOTAL LIABILITIES 661,849,709 608,924,765 110

Profit and loss account Falck SpA (euro) 31.12.2008 31.12.2007 A) Value of production 1 Revenue from sales and services 1,108,116 1,083,685 2 Change in work in progress, semi-finished and finished products 3 Change in contract work in progress 4 Own work capitalised a production and inventory b capitalised interests Total own work capitalised 5 Other income a grants received b other operating income 1,581,767 1,296,961 c recharged expenses 5,364,781 5,032,403 d sundry income 156,172 118,089 e property income f gains from ordinary operations 10,011 g non-recurring income 468,587 396,315 Total other income 7,581,318 6,843,768 Total value of production 8,689,434 7,927,453 B) Cost of production 6 Raw materials and consumables and goods (160,088) (109,971) 7 Cost of services a services (6,047,660) (6,420,716) b utilities (132,161) (125,148) c sundry costs (821,787) (677,717) Total cost of services (7,001,608) (7,223,581) 8 Rentals and leasing charges (1,778,278) (1,744,293) 9 Employee costs a salaries and wages (2,347,282) (2,721,863) b social security charges (721,249) (812,217) c staff leaving indemnity (TFR) (152,534) (169,844) d pensions and similar obligations e other costs (163,384) (120,811) Total employee costs (3,384,449) (3,824,735) 10 Amortisation,depreciation and write-downs a amortisation of intangible assets (145,263) (81,910) b depreciation of tangible assets (146,771) (182,216) c other write-downs on fixed assets (50,000) d write-down of current assets and cash e utilisation of bad debt provision in respect of current assets and cash 4,126 f bad debts (4,126) Total amortisation,depreciation and write downs (342,034) (264,126) 11 Change in inventory of raw materials and consumables and goods 12 Provision for contingencies a Charge to provision for litigation b Utilisation of provision for litigation Total provision for contingencies 13 Other provisions 14 Other operating charges a indirect taxes (92,930) (52,175) b property charges c losses from ordinary operations (67) d non-recurring expenses (20,672) (243,898) e other (521,654) (524,840) Total other operating charges (635,323) (820,913) Total cost of production (13,301,780) (13,987,619) Difference between value and cost of production (4,612,346) (6,060,166) C) Financial income and charges 15 Income from equity investments a subsidiaries 7,070,940 7,487,730 b associates c other companies 2,804,798 2,703,218 d tax credits on dividends e gains on disposal of equity investments Total income from equity investments 9,875,738 10,190,948 111

(euro) 31.12.2008 31.12.2007 16 Other financial income a From receivables included in fixed assets a.1 subsidiaries a.2 associates a.3 parent company a.4 other group companies a.5 others Total from receivables included in fixed assets b From securities included in fixed assets c From securities included in current assets c.1 interest income from securities c.2 gains from disposal of securities Total income from securities included in current assets d Other income d.1 interest and commission from subsidiaries 18,595,586 9,889,422 d.2 interest and commission from associates 504,417 400,424 d.3 interest and commission from parent company d.4 interest and commission from other group companies d.5 interest and commission from banks 134,195 178,201 d.6 interest and commission from others and sundry income 44,637 101 Total other income 19,278,835 10,468,148 Total other financial income 19,278,835 10,468,148 17 Interest expense and other financial charges a subsidiaries (6,096,434) (5,700,728) b associates c parent company d other group companies e others (8,414,767) (4,655,512) f losses on disposal of equity investments g losses on disposal of securities Total interest expense and other financial charges (14,511,201) (10,356,240) 17bis Exchange gains and losses a exchange gains 30,571,204 10,571,359 b exchange losses (29,809,131) (12,791,466) Total exchange gains and losses 762,073 (2,220,107) Total financial income and charges 15,405,445 8,082,749 D) Adjustments to financial assets 18 Revaluations a equity investments b financial assets included in fixed assets c securities included in current assets Total revaluations 19 Write-downs a equity investments a.1 permanent losses on equity investments (4,961,386) (39,436) a.2 provision for equity investment risks a.3 utilisation of provision for equity investment risks 1,752,000 Total write-downs on equity investments (3,209,386) (39,436) b of financial assets included in fixed assets c of securities included in current assets Total write-downs (3,209,386) (39,436) Total adjustments to financial assets (3,209,386) (39,436) E) Extraordinary income and expenses 20 Income a gains from extraordinary disposals 7,014,309 801,789 b other extraordinary income 2,281,715 33,453 c utilisation of provision for reorganisation and liquidation costs Total extraordinary income 9,296,024 835,242 21 Expenses a losses from extraordinary disposals b tax relating to prior financial periods c other extraordinary charges (1,800,860) d reorganisation and liquidation costs Total extraordinary expenses (1,800,860) Total extraordinary items 7,495,164 835,242 Profit for the year before taxation 15,078,877 2,818,389 22 Tax on profit for the year (684,679) 2,651,591 23 Profit for the year before taxation 14,394,198 5,469,980 112

8.6.1 Accounting policies The valuation and measurement of financial information for the year ended 31 December 2009 have been based on the IAS/IFRS currently in force and their related interpretations as set out in the documents issued to date by the International Financial Reporting Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC). The separate company financial statements are prepared in Euro and all values are rounded to thousands of Euro except where otherwise indicated. The financial statements have been prepared applying the historical cost convention, with the exception of derivative instruments and available for sale financial assets, which are measured at market value (fair value). Non-current assets and tangible fixed assets held for sale are recorded at the lower of book and market value. The accounting policies detailed below were applied to the current financial year, comparative amounts for the prior year and in the preparation of the opening IFRS financial statements at 1 January 2005 representing the date of transition to IFRS. All adjustments arising from the first time adoption of IAS/IFRS have been recorded in net equity. In addition, on first time adoption of IFRS, as prescribed by IFRS 1, the standards IFRS 3, IAS 32 and IAS 39 were adopted from 1 January 2005. As a result, commencing this date, amortisation of goodwill has no longer been accounted for and derivative financial instruments are measured at fair value without retrospective application. A number of amendments to IFRS are effective from 1 January 2009. The principal changes, none of which had a significant impact on the group's financial statements: IAS 23 revised Borrowing costs, regarding the mandatory capitalisation of borrowing costs relating to the purchase, construction or production of a qualifying asset that requires a specific amount of time to be ready for its intended use or sale. The impact on the company financial statements at 31 December 2009 is not significant. IAS 1 revised Presentation of financial statements, no longer allows the presentation of the components of income such as income and costs in the Statement of changes in equity, but requires separate disclosure of changes attributable to the owners. All changes in net equity attributable to non-controlling interests should be disclosed in a single income statement or in a separate statement of comprehensive income. The group has opted for the second presentation. IFRS 8 Operating segments, supersedes IAS 14 Segment reporting and introduces the approach whereby segments must be identified using the same methods by which internal management reports are prepared for review by chief operating decision makers. Moreover, the required information is integrated with an analysis of products and services provided and major customers. Adoption of this standard has not had a significant impact on the company s disclosures. IFRS 3 revised, applicable from 1 July 2009, introduces changes to the measurement of goodwill arising from business combinations that take place in different stages. IFRIC 17 Distribution of Non-cash Assets to Owners: the interpretation specifies when a dividend payable should be recognised, how it should be measured and when it is settled how the difference between the carrying amounts of the assets distributed and the carrying amount of the dividend payable should be accounted for. Amendment to IFRS 2 Share based payments, introduces changes to the vesting period conditions and their cancellation. This is not applicable to Actelios SpA. A number of subsequent changes to IAS 39 and IFRS 7 principally in relation to fair value measurement and liquidity risk. The following standards, amendments and interpretations were approved in the course of 2009 and will become effective commencing 2010: IFRS 1 revised relating to the first-time adoption of IFRS. IAS 27 revised, requires the attribution of other comprehensive income to non-controlling interests even if this results in a deficit balance and on the loss of control of a subsidiary, any investment retained in the subsidiary shall be measured at fair value. IFRIC 12 Service concession arrangements, applicable from 1 January 2010, introduces changes to the accounting treatment of service concession arrangements. IFRIC 15 Agreements for the construction of real estate. IFRIC 16 Hedges of a net investment in a foreign operation, applicable from 1 July 2009, this interpretation is applied where the company intends to hedge the exchange risk arising from an investment in a foreign operation. IFRIC 18 Transfers of assets from customers: this interpretation relates to the recognition of assets received from customers, or cash receipts, which must be used to connect the customer to a distribution network. IFRIC 18 should only be applied by companies that are not required to apply IFRIC 12. 113

In addition the following changes will be applicable from 2011: An amendment to IAS 32 classification of issue premiums: clarifies how these premiums should be accounted for when the issued instruments are denominated in a different foreign currency to that of the issuer. Amendments to IFRIC 9 and IAS 39 in order to clarify the accounting treatment of derivative financial instruments incorporated in other contracts when a hybrid financial asset is reclassified from one category to the fair value through profit or loss category. The group is evaluating the impact resulting from application of the new standards and interpretations. The principal accounting policies and valuation methods adopted in the preparation of the separate company financial statements are set out below: Intangible assets An intangible asset is recorded only when it is identifiable, controllable, is expected to benefit future periods and the cost may be reliably measured. Intangible assets are recorded at cost including directly attributable expenses and are amortised systematically over their estimated useful economic life. Intangible assets having a finite useful life are classified at cost net of accumulated amortisation and any permanent losses in value. Amortisation is based on the estimated useful life and commences when the asset is available for use. Costs relating to the acquisition of CIP 6/92 rights are amortised over the related benefit period. The remaining intangibles comprise costs relating to the automation and mechanisation of a number of information systems. Property, plant and equipment Actelios SpA opted for the cost method in preparing the first IAS/IFRS financial statements, as prescribed by IFRS 1. As a result, with regard to property, plant and equipment, the company has preferred not to adopt the fair value approach. Property, plant and equipment is recorded at acquisition or production cost including directly attributable costs. Property, plant and equipment is valued at cost, net of depreciation and impairment losses, with the exception of land, which is not depreciated and is valued at cost less impairment losses. In the event that significant components of an item of property, plant and equipment have differing useful lives, each component is attributed a separate useful life for depreciation purposes (component depreciation). The depreciation rates applied represent the estimated useful life of the assets. The rates applied to the various asset categories are as follows: (%) Industrial buildings light construction 3-4 - 10 General and specific plant 5-12- 15-20 Heavy plant and operating machinery 9-10 Equipment 10-12 - 20-25 - 30 Office machinery and equipment 12-20 Vehicles 20-25 These rates are applied based on months of actual use with regard to assets that come into use during the year. Ordinary maintenance costs are charged to expenses in the year in which they are incurred. Maintenance costs that increase the future economic benefits derived from the assets are capitalised on the related asset and depreciated over the asset s residual useful life. Borrowing costs for the construction of a plant or its acquisition are capitalised up until the moment in which the asset is ready for use in the production process. Impairment of assets In the presence of circumstances that potentially indicate a loss in value, impairment tests are conducted on tangible and intangible assets, by estimating the recoverable amount of the asset and comparing it with the related net book value. In the event that the recoverable value is lower than the carrying value an impairment loss is recorded in the income statement. When there is an indication that an impairment loss recognised in a previous accounting period is no longer required, the carrying value is restated to the new estimated recoverable value which may not exceed the carrying value that would have been recognised had the original impairment not occurred. The reversal is also recorded in the income statement. 114

Investments and securities Investments in subsidiaries and associates Investments in subsidiaries excluded from the scope of consolidation are valued at cost. The book value is written down to reflect permanent losses in value in the event that the investments are in a loss-making situation and no profits are foreseeable in the near future to cover the losses reported; the original value is restated in future financial periods in the event that the reasons for the write down no longer exist. Investments in other companies and other investments In accordance with IAS 39 and 32, investments in companies that are neither subsidiaries nor associates are measured at fair value with the exception of those circumstances in which market price or fair value cannot be determined: in this event the cost method is applied. The book value is written down to reflect permanent losses in value in the event that investments are in a loss-making situation and no profits are foreseeable in the near future to cover the losses reported; the original value is restated in future financial periods in the event that the circumstances that give rise to the write-down no longer exist. Financial assets Classification In accordance with IAS 39 and IAS 32, financial assets are classified into the following four categories: 1. Financial assets at fair value through profit or loss ; 2. Held-to-maturity investments; 3. Loans and financial receivables similar to loans; 4. Available-for-sale financial assets. The classification depends on the reason for which the investment was initially purchased and is subsequently held and management is required to determine the initial classification on initial recognition updating this at each financial year end. A description of the principal characteristics of each asset category detailed above may be summarised as follows: Financial assets at fair value through profit or loss This category has two sub-categories: 1. Financial assets held for trading; 2. Financial assets designated to the fair value category on initial recognition. This category includes all financial investments other than equity instruments that are not quoted in an active market but for which a fair value may be reliably measured. Financial instruments, with the exception of hedge instruments, are included in this category and their fair value recorded in the income statement. All assets within this category are classified as current if they are held for trading purposes or where disposal is expected within 12 months from the year end. Designation of a financial instrument to this category is irrevocable and may take place only on initial recognition. Held-to-maturity investments Held-to-maturity investments are financial assets with fixed or determinable payments and fixed maturity, which the company intends to hold to maturity (e.g. underwritten debentures). Evaluation of the intent and ability to hold the asset to maturity must be made on initial recognition and at each subsequent balance sheet date. In the event of sale before maturity (of a significant amount and not in exceptional circumstances) of held-to-maturity securities, all such investments are reclassified as financial assets held for trading and measured at fair value. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market and which the company does not intend to trade in. These are classified in current assets with the exception of the portion expiring more than 12 months after the balance sheet date, which is classified in non-current assets. Loans and receivables are classified within the financial statements under the headings financial receivables and other receivables. Available-for-sale financial assets All non-derivative instruments that are not classified in another category are designated as available-for-sale financial assets. These are classified as non-current assets unless management intends to dispose of them within 12 months of the balance sheet date. 115

Accounting treatment Financial assets at fair value through profit or loss held for trading (category 1) and available-for-sale financial assets (category 4) are recorded at fair value including costs directly attributable to acquisition. Gains or losses relating to financial assets held for trading are recognised immediately in the income statement. Gains or losses relating to financial assets available for sale are recorded within a separate heading in equity until they are sold or otherwise disposed of, or until circumstances indicate they may be impaired. Where any of these events takes place, all gains or losses recognised to date and recorded in equity are reclassified to the income statement Fair value represents the amount at which an asset may be exchanged or a liability settled in an arm s length transaction between knowledgeable, willing parties. As a result it is assumed that the entity is a going concern and that neither party needs to liquidate its assets through transactions applying unfavourable terms. In the case of securities traded on an active market, fair value is determined with reference to the bid price at the end of trading at the balance sheet date. In the event that a market valuation is not available for the investment, fair value is determined either based on the current market value of another substantially similar financial instrument or applying appropriate valuation techniques (discounted cash flows - DCF). Where fair value may not be reliably determined, the financial asset is valued at cost with disclosure in the notes to the financial statements regarding the type of asset and explanation of the accounting treatment. Held-to-maturity investments (category 2) and loans and receivables (category 3) are recorded at cost representing the fair value of the initial consideration exchanged and are subsequently valued applying the amortised cost method utilising the effective interest rate and taking into consideration any discounts or premiums received at the date of acquisition in order to record them over the entire period of ownership up to maturity. Gains and losses are recognised in the income statement either when the investment reaches maturity or where circumstances indicate that it has suffered an impairment loss, in the same way they are identified during the normal amortisation period foreseen by the amortised cost method. Investments in financial assets may be derecognised only when the contractual rights to receive cash flows from the investments have expired (e.g. final payment of underwritten bonds) or when the company transfers the financial asset together with all of the related risks and rewards. Inventories Finished goods are stated at the lower of purchase cost and net realisable value. Purchase cost is determined using the weighted average cost method. Obsolete and slow moving inventory is valued based on possible future use or realisation. With regard to contract work in progress that spans more than one accounting period, valuation is based on income matured to date with reasonable certainty, determined by comparing actual costs to date with the total estimated costs to completion. Receivables Receivables are initially recorded at the fair value of the amount to be received, which for this category normally relates to the nominal value indicated on the invoice, adjusted where necessary to the estimated recoverable amount through recognition of a provision for doubtful accounts. Subsequently, where the required conditions exist, receivables are valued applying the amortised cost method. Cash and cash equivalents Cash and cash equivalents include cash on hand and short term bank balances. Non-current assets disposed of or held for sale (Discontinued operations) Non-current assets that have been disposed of or that are held for sale include those assets (or groups of assets) due to be disposed of and for which the accounting value will be recovered principally through sale rather than future use. Non-current assets held for sale are valued at the lower of their carrying amount and fair value less costs to sell. In accordance with IFRS, information relating to discontinued operations is presented in two specific headings in the balance sheet: non-current assets held for sale and liabilities attributable to non-current assets held for sale; and in a specific heading in the income statement: net profit/(loss) of discontinued operations or non-current assets held for sale. Provisions Provisions are recognised when a present obligation (legal or constructive) exists as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount may be made. No provision is made for risks in relation to which the recognition of a liability is only possible. In this case the risk is disclosed in the relevant note on contingencies and commitments and no provision is made. Provisions may be analysed as follows: 116

Litigation This provision includes the charge for future costs relating to legal proceedings. Investments Provision is made to recognise potential permanent losses in the carrying value of non-consolidated subsidiaries. Environmental This provision is set up to meet future requirements in relation to the redevelopment of landfills in accordance with the obligations undertaken on receipt of permission from the relevant authorities. The provision is based on estimates prepared by specialist enterprises. Sundry provisions This provision includes all other future liabilities not included above, which are reasonably quantifiable but for which the date of occurrence is uncertain. Staff leaving indemnity (TFR) Post employment defined benefits and other long-term employee benefits are subjected to actuarial valuation. The liability recognised in the balance sheet is the present value of the company s obligations. Actuarial gains and losses are recognised in the income statement. Valuation of the liability is performed by independent actuaries. Trade payables Trade payables, which fall due under normal trading terms, are recorded at nominal value. Borrowings and financial liabilities Borrowings are recognised initially at fair value, net of transaction costs incurred. Subsequently, borrowings are stated at amortised cost. Finance costs are determined using the effective interest method. Other financial liabilities comprise derivative instruments entered into in order to hedge interest rate risk. The derivative instruments are not accounted for using hedge accounting and in accordance with IAS 39 are recognised at fair value through profit or loss. The company adopted IAS 39 from 1 January 2005. Current tax liabilities The provision for income taxes is based on the estimated taxable income for the period for each individual company, taking into consideration tax credits and losses brought forward and utilised in the period. Accruals, prepayments and deferrals Accruals, prepayments and deferrals are determined applying the accruals concept. Share capital Ordinary shares are classified within share capital at nominal value. Incremental costs directly attributable to capital transactions are recorded as a deduction in equity. Foreign currency translation The functional currency of the company is the Euro and is the currency in which the annual financial statements are prepared and presented. Foreign currency transactions are recorded at the exchange rate existing at the date of the transaction. Receivables and payables are translated at the closing rate at the balance sheet date. Exchange gains or losses arising on translation are recognised in the income statement in the period in which they arise. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction. Non-monetary items measured at fair value are translated using the exchange rate at the date when the fair value was determined. Revenue recognition Revenue is recorded net of returns, discounts and rebates, as well as direct taxes on the sale of goods or provision of services. Revenue from product sales Revenue from the sale of products is recognised on the transfer of ownership, which normally takes place on delivery or despatch of the goods. 117

Revenue from services Revenue from services is recognised once the service has been rendered. Interest Finance income is accounted for applying the accruals concept. Dividends Dividends are recognised when the right to receipt of the dividend is established, which normally corresponds with the approval of distribution in the shareholders meeting. Other income Other income comprises amounts that do not relate to the core business of the company and, in accordance with IAS 1 which has been applied from 1 January 2005, they are classified in ordinary activities and where significant in value are disclosed separately in the notes to the financial statements. Costs Costs are recognised net of returns, discounts, bonuses and premiums, as well as direct taxes relating to the purchase of goods and services. Taxation including deferred income tax Income tax is calculated and provided for based on estimated taxable income for the year and applying existing tax legislation. Deferred income taxes are calculated applying the liability method on all temporary differences between the tax bases of assets and liabilities and the financial reporting values at the balance sheet date. Deferred income tax assets are recognised only when sufficient future taxable income against which these assets can be utilised is reasonably foreseeable. The balance of deferred income tax assets is reviewed at each balance sheet date and a valuation allowance is provided in the event that it is no longer probable that sufficient future taxable profits will be available to offset all or part of the tax credit. Deferred income tax assets and liabilities are measured at the enacted tax rates that will be in effect in the periods in which the assets are realised or the liability is settled and are classified in non-current assets and liabilities, respectively. 8.6.2 Balance sheet contents and movements Assets A Non-current assets 1 Intangible assets Movements during the year were as follows: At Acquisitions Capital.n Change in Disposals Other Impair- Amorti- At 31.12.2008 and reclass.n scope of move- ment sation 31.12.2009 (Euro thousands) consol.n ments 1.1 Industrial patent rights 30 42 (18) 54 1.2 Concessions, licences, trademarks and similar 1.3 Goodwill 1.4 Other intangibles 1.5 Assets under construction and advances Total 30 42 (18) 54 Additions relate to software updates acquired during the year. 118

2 Property, plant and equipment Movements during the year were as follows: At Additions Capital.n Change in Disposals Impair- Deprec- At 31.12.2008 and scope of ment iation 31.12.2009 reclass.n consol.n losses (Euro thousands) (A) Gross value 2.1 Land 2 Buildings 2 Plant and machinery 2 Industrial and office equipment 3 Other assets 236 17 253 3 Assets operated under concession 3 Assets under construction and advances Total gross value 236 17 253 Accumulated depreciation 2.1 Land 2 Buildings 2 Plant and machinery 2 Industrial office and equipment 3 Other assets (138) (36) (174) 3 Assets operated under concession Total depreciation (138) (36) (174) Net book amounts 2.1 Land 2 Buildings 2.2 Plant and machinery 2.3 Industrial and office equipment 2.4 Other assets 98 17 (36) 79 2.5 Assets operated under concession 2.6 Assets under construction and advances Total net book amounts 98 17 (36) 79 A) Additions Additions comprise: (Euro thousands) Personal computers 16 Furnishings 1 Total 17 No disposals were made in the course of the year. 119

3 Financial assets The total at 31 December 2009 may be analysed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Investments in subsidiaries 69,691 88,891 (19,200) Investments in associates 13,713 13,121 592 Investments in other entities 11 11 Securities Total 83,415 102,023 (18,608) The change in investments in subsidiaries is due to the amount no longer owed to Italgest Energia SpA, which resulted in a decrease in the acquisition price of the investment in Elettroambiente SpA of Euro 20,000 thousand. This is offset by the waiver of Euro 800 thousand of loans to Elettroambiente SpA in order to cover losses that resulted in an increase in the investment. With regard to the decrease of Euro 20 million, Actelios SpA had already paid Euro 20 million of the total acquisition cost of Elettroambiente SpA of Euro 50 million. The balance of Euro 20 million was owed to Italgest Energia SpA, the previous owner of Elettroambiente. Subsequent to developments in the Sicily projects, the obligation to settle this amount expired as the conditions required to finalise the projects no longer exist. In summary, the price adjustment of Euro 20 million is reflected in the financial statements as a decrease in investments in subsidiaries with a corresponding entry in the Actelios SpA balance sheet as a decrease in line 15 Other payables. Further disclosures are provided in the paragraph Other risks on page 130. The increase in investments in associates relates to the waiver of Euro 591 thousand of loans due from Palermo Energia Ambiente ScpA in order to cover losses. The higher book value of investments compared to the proportionate share of shareholders equity does not require recognition of an impairment loss given the future profits that are expected to be realised on the projects. With regard to Elettroambiente and Palermo Energia Ambiente (the holders of the projects in Sicily), according to the companies lawyers, the legal action against ARRA has a high probability of a successful outcome both in relation to repayment of costs incurred and compensation for damages suffered and being sustained. 4 Financial receivables Financial receivables at 31 December 2009 may be analysed as follows: 31.12.2009 31.12.2008 Change Total Non- Current Total Non- Current Total Non- Current (Euro thousands) current current current Amounts owed by third parties Amounts owed by subsidiaries 88,068 6,374 81,694 79,846 6,335 73,511 8,222 39 8,183 Amounts owed by associates 6,472 6,472 10,954 4,116 6,838 (4,482) (4,116) (366) Amounts owed by parent company 153,963 153,963 172,288 172,288 (18,325) (18,325) Amounts owed by other group companies Derivative financial instruments Total 248,503 6,374 242,129 263,088 10,451 252,637 (14,585) (4,077) (10,508) Non-current receivables owed by subsidiaries relate to the loan granted to Prima Srl. Amounts owed by the parent company relate to Falck SpA, which carries out direction and coordination in respect of Actelios SpA. With regard to these activities an agreement was signed with the purpose of optimising and rationalising the financial management of Actelios SpA and Falck SpA within the Falck group, while maintaining the autonomy and managerial independence of Actelios SpA. This agreement covers management of the non working capital liquidity of Actelios SpA, with Falck SpA undertaking to repay the liquidity required for the Actelios group s capital expenditure, in whole or in part and in line with the notice periods established in the agreement. 120

Actelios SpA s liquidity is invested with Falck SpA and bears interest at current market rates. The agreement is annual (calendar year) and is automatically renewed in the event that it is not cancelled by one of the parties in which case there is a two month notice period. 5 Trade receivables Trade receivables at 31 December 2009 consisted of the following: 31.12.2009 31.12.2008 Change Total Non- Current Total Non- Current Total Non- Current (Euro thousands) current current current Trade receivables 25 25 95 95 (70) (70) Amounts owed by subsidiaries 3,509 3,509 2,083 2,083 1,426 1,426 Amounts owed by associates 3,224 3,224 2,524 2,524 700 700 Amounts owed by parent company 113 113 27 27 86 86 Amounts owed by other group companies 56 56 4 4 52 52 Total 6,927 6,927 4,733 4,733 2,194 2,194 The company does not have a provision for doubtful accounts. The company does not have significant receivables due from non-domestic customers that require disclosure. 6 Other receivables Other receivables at 31 December 2009 comprised: 31.12.2009 31.12.2008 Change Total Non- Current Total Non- Current Total Non- Current (Euro thousands) current current current Amounts owed by third parties Amounts owed by subsidiaries 7,650 7,650 2,550 2,550 5,100 5,100 Amounts owed by associates 6,076 6,076 6,076 6,076 Amounts owed by parent company 714 333 381 714 333 381 Amounts owed by other group companies Tax credits 475 475 Accrued income and prepayments 7 7 2 2 5 5 Total 14,922 333 14,589 2,552 2,552 11,895 333 11,562 Amounts owed by subsidiaries and associates are in respect of the dividends declared by the shareholders of Prima Srl Frullo Energia Ambiente Srl that had not been paid at the year end. The amounts owed by parent company consist of the amount owed by Falck SpA under the group consolidated tax regime.this has been classified as current and non current as the full balance will not be settled by Falck SpA, the consolidating entity, in 2010. 121

7 Deferred income tax assets Deferred income tax assets may be analysed as follows: 31.12.2009 31.12.2008 Temporary Rate Deferred Temporary Rate Deferred (Euro thousands) difference income tax difference income tax Employee bonuses 487 27.50% 134 444 27.50% 122 Reserve for share capital increase expenses 978 27.50% 269 1,957 27.50% 538 Total 403 660 B Current assets 8 Inventories The company has no inventories at 31 December 2009. 9 Cash and cash equivalents (Euro thousands) 31.12.2009 31.12.2008 Change Short-term bank and post office deposits 72 377 (305) Cash in hand Total 72 377 (305) Cash and cash equivalents may be further detailed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Cash at bank and in hand 72 377 (305) Bank overdrafts Invoice advances Group current accounts (1,599) (2,153) 554 Total cash and cash equivalents (1,527) (1,776) 249 122

Liabilities D Equity 10 Share capital Share capital consists of 67,680,000 issued and fully paid ordinary shares, with a nominal value of Euro 1 each. In the course of the year the number of shares did not change. Total equity may be analysed as follows: Summary of utilisation Total Possible Share in three previous financial years (Euro thousands) utilisation available To cover losses Other reasons Share capital 67,680 Capital reserves Share premium 240,828 A-B 240,828 Reserve for share capital increase expenses (3,492) (3,492) Revaluation reserves ex Law 72/83 1,003 A-B 1,003 Reserve ex art.54 Pres. Decree 597/73 3,423 A-B 3,423 Reserve ex art.55 Pres. Decree 597/73 653 A-B 653 Demerger surplus 3,936 A-B 3,936 Earnings reserves Legal reserve 2,460 B 2,460 Profit carried forward 19,737 A-B-C 19,737 Total 336,228 268,548 0 Key: A: share capital increase B: to cover losses C: distributed to shareholders Movements in equity in 2008 and 2009 were as follows: At Appropriation Profit for Share capital Other At (Euro thousands) 31.12.2007 of result the year increase movements 31.12.2008 Share capital 67,680 67,680 Share premium 240,828 240,828 Revaluation reserve 1,003 1,003 Legal reserve 779 797 1,576 Reserve for own shares (3,492) (3,492) Statutory reserve Other reserves - ex art. 54 Pres. Decree 597/73 3,424 3,424 - ex art. 55 Pres. Decree 597/73 653 653 - demerger surplus 3,936 3,936 Retained earnings 8,093 4,992 13,085 Profit for the year 15,941 (15,941) 17,688 17,688 Total 338,845 (10,152) 17,688 346,381 123

At Appropriation Profit for Share capital Other At (Euro thousands) 31.12.2008 of result the year increase movements 31.12.2009 Share capital 67,680 67,680 Share premium 240,828 240,828 Revaluation reserve 1,003 1,003 Legal reserve 1,576 884 2,460 Reserve for own shares (3,492) (3,492) Statutory reserve Other reserves - ex art. 54 Pres. Decree 597/73 3,424 3,424 - ex art. 55 Pres. Decree 597/73 653 653 - demerger surplus 3,936 3,936 Retained earnings 13,085 6,652 19,737 Profit for the year 17,688 (17,688) 10,240 10,240 Total 346,381 (10,152) 10,240 346,469 Earnings per share Basic earnings per share, which are equivalent to diluted earnings, have been calculated by dividing the profit for the year attributable to the ordinary shareholders of the parent company by the weighted average number of ordinary shares outstanding during the year, based on the following information: 31.12.2009 31.12.2008 Weighted average number of ordinary shares (number of shares) 67,680,000 67,680,000 Earnings attributable to the ordinary shareholders of the parent company (Euro thousands) 10,240 17,688 Basic earnings per share (Euro per share) 0.15 0.26 31.12.2009 31.12.2008 Number of ordinary shares (number of shares) 67,680,000 67,680,000 Earnings attributable to the ordinary shareholders of the parent company (Euro thousands) 10,240 17,688 Earnings per share (Euro per share) 0.15 0.26 11 Provisions for other liabilities and charges At Change in scope Charge Utilised Reclassified At (Euro thousands) 31.12.2008 of consol.n 31.12.2009 Provisions for pensions and similar obligations Provisions for taxation - Current - Deferred tax Total tax provisions Other provisions - litigation - investments 465 465 - environmental - restructuring - sundry provisions Total other provisions 465 465 Total 465 465 The charge to the investments provision relates to the adjustment to the carrying value of the investment in Actagri Srl to the corresponding share of net equity at 31 December 2009. 124

12 Staff leaving indemnity (TFR) At Charges Transfers/ Utilised/ At (Euro thousands) 31.12.2008 new consol.n paid 31.12.2009 Managers 231 99 (9) (63) 258 White-collar staff and special categ.s 242 52 (53) 241 Blue-collar staff Total 473 151 (9) (116) 499 The Trattamento di Fine Rapporto (TFR) (staff leaving indemnity provision), was subjected to an actuarial calculation by an independent expert. Given that the resulting calculation did not differ significantly from the amount determined in accordance with Italian Generally Accepted Accounting Principles (Italian GAAP), no adjustment was recorded. The actuarial financial assumptions used at 31 December 2009 and for the purpose of estimating the cost for 2009 were as follows: (%) 31.12.2009 31.12.2008 Change Annual discount rate 5.10% 5.00% 0.10% Annual inflation rate 2.00% 2.00% 0.00% Annual total pay increase rate 3.00% 3.00% 0.00% Annual TFR increase rate 3.00% 3.00% 0.00% 13 Financial liabilities Financial liabilities at 31 December 2009 consisted of the following: 31.12.2009 31.12.2008 Change Total Non- Current Total Non- Current Total Non- Current (Euro thousands) current current current Amounts due to third parties Amounts due to subsidiaries 1,599 1,599 653 653 946 946 Amounts due to associates 1,500 1,500 (1,500) (1,500) Amounts due to parent company Amounts due to other group companies Project financing Derivative financial instruments Total 1,599 1,599 2,153 2,153 (554) (554) Amounts due to subsidiaries relate to the current accounts with Actagri Srl and Ambiente 2000 Srl and Solar Rende Srl amounting to Euro 183 thousand, Euro 1,366 thousand and Euro 50 thousand respectively. 14 Trade payables Trade payables at 31 December 2009 compared to the previous year are as follows: 31.12.2009 31.12.2008 Change Total Non- Current Total Non- Current Total Non- Current (Euro thousands) current current current Trade payables 943 943 1,147 1,147 (204) (204) Amounts due to subsidiaries Amounts due to associates Amounts due to parent company 2,547 2,547 282 282 2,265 2,265 Amounts due to other group companies 813 813 813 813 Total 4,303 4,303 1,429 1,429 2,874 2,874 125

The company does not have significant trade payables with non-domestic customers that require disclosure. Amounts due to the parent company relate to the provision of services under the direction of Falck SpA, while those due to other group companies represents the amount due to Falck Energy Sa. 15 Other payables Other payables at 31 December 2009 compared to 31 December 2008 are as follows: 31.12.2009 31.12.2008 Change Total Non- Current Total Non- Current Total Non- Current (Euro thousands) current current current Amounts due to third party creditors 1,001 1,001 21,066 21,066 (20,065) (20,065) Amounts due to subsidiaries Amounts due to associates Amounts due to parent company 39 39 2,059 2,059 (2,020) (2,020) Amounts due to other group companies Accruals and deferred income Total 1,040 1,040 23,125 23,125 (22,085) (22,085) Third party creditors may be detailed as follows: (Euro thousands) 31.12.2009 31.12.2008 Amounts due for acquisition of Elettroambiente SpA 20,000 Other amounts due to employees (Mbo) 487 444 Holiday pay 216 211 Social security payable 169 158 Tax payable 114 145 Advances Other 15 108 Total 1,001 21,066 Details regarding the decrease in the amount in respect of the acquisition of Elettroambiente SpA are provided in note 3 Financial assets. Amounts due to parent company comprise the amount due to Falck SpA in respect of group VAT (Euro 39 thousand). Commitments and contingencies Guarantees issued at 31 December 2009 amounted to Euro 2,003 thousand. Other personal guarantees amounted to Euro 48,600 thousand, representing a decrease of Euro 1,126 thousand on 31 December 2008. Other risks With regard to the price adjustment of Euro 20 million relating to the investment in Elettroambiente SpA and the corresponding decrease in Other payables due to Italgest Energia SpA, Actelios SpA is exposed to a remote risk in respect of this amount with regard to the potential reinstatement of the contractual conditions on which the total acquisition price of Elettroambiente SpA was based, although this is considered improbable. Further disclosures are provided in the balance sheet notes on Financial assets and Other payables. 126

Related party transactions Trade receivables Trade payables (Euro thousands) 31.12.2009 31.12.2008 Change 31.12.2009 31.12.2008 Change Subsidiaries Abbiategrasso Bioenergia Srl 14 14 Actagri Srl 93 3 90 Actelios Solar SpA 115 115 Ambiente 2000 Srl 235 110 125 Ecosesto SpA 393 488 (95) Elettroambiente SpA 376 8 368 Platani Energia Ambiente ScpA 628 410 218 Prima Srl 904 624 280 Solar Mesagne Srl 44 44 Solar Rende Srl 29 29 Tifeo Energia Ambiente ScpA 678 440 238 Total subsidiaries 3,509 2,083 1,426 Associates Frullo Energia Ambiente Srl 54 192 (138) Palermo Energia Ambiente ScpA 2,577 2,111 466 Powercrop SpA 593 221 372 Total associates 3,224 2,524 700 Parent company Falck SpA 113 26 87 2,547 282 2,265 Total parent company 113 26 87 2,547 282 2,265 Group companies Falck Energy Sa 813 813 Falck Renewables Italia Srl 56 4 52 Total group companies 56 4 52 813 813 Total 6,902 4,637 2,265 3,360 282 3,078 % incidence on balance sheet heading 99.6% 98% 78.1% 19.73% Financial receivables Financial payables (Euro thousands) 31.12.2009 31.12.2008 Change 31.12.2009 31.12.2008 Change Subsidiaries Abbiategrasso Bioenergia Srl 133 133 Actagri Srl 183 360 (177) Actelios Solar SpA 1,739 1,610 129 Ambiente 2000 Srl 1,366 293 1,073 Ecosesto SpA 209 1,172 (963) Elettroambiente SpA 76,088 70,729 5,359 Prima Srl 6,374 6,335 39 Solar Rende Srl 50 50 Solar Mesagne Srl 3,525 3,525 Total subsidiaries 88,068 79,846 8,222 1,599 653 946 Associates Frullo Energia Ambiente Srl 4,116 (4,116) Powercrop SpA 1,500 (1,500) Palermo Energia Ambiente ScpA 6,472 6,838 (366) Total associates 6,472 10,954 (4,482) 1,500 (1,500) Parent company Falck SpA 153,963 172,288 (18,325) Total parent company 153,963 172,288 (18,325) Total 248,503 263,088 (14,585) 1,599 2,153 (554) % incidence on balance sheet heading 100% 100% 100% 100% 127

Other receivables Others payables (Euro thousands) 31.12.2009 31.12.2008 Change 31.12.2009 31.12.2008 Change Subsidiaries Prima Srl 7,650 2,550 5,100 Total subsidiaries 7,650 2,550 5,100 Associates Frullo Energia Ambiente Srl 6,076 6,076 Termini Imerese Energia Ambiente Srl Total associates 6,076 6,076 Parent company Falck SpA 714 39 2,059 (2,020) Total parent company 714 39 2,059 (2,020) Other related parties Italgest Energia SpA 20,000 (20,000) Total other related parties 20,000 (20,000) Total 14,440 2,550 11,176 39 22,059 (22,020) % incidence on balance sheet heading 96.77% 99.9% 3.75% 95.4% 8.6.3 Income statement content and movements 16 Revenue Revenue consisted of the following: (Euro thousands) 31.12.2009 31.12.2008 Change Revenue from sales of goods Revenue from provision of services 189 1,073 (884) Total 189 1,073 (884) Previous year revenue included Euro 623 thousand following the sale of the photovoltaic business to Actelios Solar SpA. 17 Employee costs Employee costs may be analysed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Cost of production employees Cost of administrative staff 3,464 3,868 (404) Total 3,464 3,868 (404) Total employee costs analysed by nature of expense are as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Wages and salaries 2,508 2,539 (31) Social security costs 805 794 11 Staff leaving indemnity (TFR) 151 169 (18) Other costs 366 (366) Total 3,464 3,868 (404) 128

The average number of employees was as follows: (Number) 31.12.2009 31.12.2008 Managers 9 11 White-collar staff 24 19 Blue-collar staff Total average number of employees 33 30 18 Direct costs (Euro thousands) 31.12.2009 31.12.2008 Change Materials 3 3 Services 227 64 163 Other costs 59 7 52 Change in inventories 96 (96) Changes in/(utilisation of) operating provisions Amortisation and impairment of intangible assets Depreciation and impairment of property, plant and eq.pmt Employee costs capitalised on assets under construction Total 289 167 122 19 Other income Other income may be analysed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Income from operating activities 2,915 2,911 4 Income from non-operating activities 76 1,301 (1,225) Total 2,991 4,212 (1,221) Income from operating activities may be further detailed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Income from services provided to other group companies 2,826 2,837 (11) Income grants Other 89 74 15 Total 2,915 2,911 4 Income from non-operating activities may be further detailed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Income relating to other accounting periods 29 1,103 (1,074) Gains on disposal of property, plant and equipment 183 (183) Gains on disposal of investments Utilisation of provisions Insurance compensation Other 47 15 32 Total 76 1,301 (1,225) 129

20 Administrative expenses Administrative expenses may be detailed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Consumables 118 100 18 Services 4,987 4,519 468 Other costs 568 907 (339) Non-operating expenses 33 5 28 Amortisation and impairment of intangible assets 18 11 7 Depreciation and impairment of property, plant and equipment 36 36 0 Charges to/(utilisation of) provisions (600) 600 Total 5,760 4,978 782 21 Finance income - net Finance income and costs comprised: (Euro thousands) 31.12.2009 31.12.2008 Change Finance costs (55) (75) 20 Finance income 5,526 13,221 (7,695) Total 5,471 13,146 (7,675) Finance costs consisted of the following: (Euro thousands) 31.12.2009 31.12.2008 Change Payable to subsidiaries (14) (49) 35 Payable to associates (34) (34) Payable to parent company (13) 13 Payable to others (7) (13) 6 Total (55) (75) 20 Finance costs for 2009 and 2008 may be further analysed as follows: 31.12.2009 Debenture Bank Others Total (Euro thousands) loans borrowings Payable to subsidiaries 14 14 Payable to associates 34 34 Payable to parent company Payable to others 5 2 7 Total 5 50 55 31.12.2008 Debenture Bank Others Total (Euro thousands) loans borrowings Payable to subsidiaries 49 49 Payable to parent company 13 13 Payable to others 8 5 13 Total 8 67 75 130

Finance income for the year ended 31 December 2009 may be detailed as follows: (Euro thousands) 31.12.2009 31.12.2008 Change Interest income and commission from subsidiaries 3,228 5,605 (2,377) Interest income and commission from associates 307 708 (401) Interest income and commission from parent company 1,989 6,070 (4,081) Interest income and commission from banks 2 637 (635) Interest income and commission from others 201 (201) Total 5,526 13,221 (7,695) 22 Investment income (Euro thousands) 31.12.2009 31.12.2008 Change Ambiente 2000 Srl 300 (300) Ambiente 3000 Srl 172 (172) Ecosesto SpA 500 (500) Frullo Energia Ambiente Srl 6,076 5,684 392 Prima Srl 5,100 5,100 0 Charge to investments risk provision (465) (465) Loss on disposal of Termini Imerese Energia Ambiente Srl (10) 10 Total 10,711 11,746 (1,035) 23 Income tax expense (Euro thousands) 31.12.2009 31.12.2008 Change Current tax 66 2,616 (2,550) Deferred tax (457) 860 (1,317) Total (391) 3,476 (3,867) (Euro thousands) 31.12.2009 31.12.2008 Profit before taxation 9,849 21,164 Taxes calculated applying tax rate to profit (3,093) (6,841) Profits not subject to tax 3,611 3,390 Expenses not deductible for tax purposes (360) (25) Tax relating to fiscal transparency regime with Powercrop 233 Total income tax 391 (3,476) 131

Related party transactions Revenue Other Recharged Other Income Services Other Income Other Interest from sales operating expenses income relating to costs from equity financial and other and services income other investments income financial (Euro thousands) periods charges Subsidiaries Abbiategrasso Bioenergia Srl 14 1 Ambiente 2000 Srl 235 1 5 10 Actelios Solar SpA 115 64 Actagri Srl 21 80 8 3 Ecosesto SpA 69 397 3 44 1 Elettroambiente SpA 126 13 2,804 Platani Energia Ambiente ScpA 32 154 2 Prima Srl 598 10 5,100 296 Solar Mesagne Srl 44 Solar Rende Srl 29 14 Tifeo Energia Ambiente ScpA 52 154 2 Total subsidiaries 174 1,946 39 5,100 3,228 14 Parent company Falck SpA 113 2,532 1,989 Total parent company 113 2,532 1,989 Associates Frullo Energia Ambiente Srl 77 8 6,076 67 Palermo Energia Ambiente ScpA 154 42 240 Powercrop SpA 15 480 1 34 Total associates 15 711 51 6,076 307 34 Group companies Falck Renewables Italia Srl 56 Total group companies 56 Total 189 2,826 90 2,532 11,176 5,524 48 % incidence on income statement heading 100.0% 94.5% 100.0% 43.9% 100.0% 99.9% 87.2% 24 Significant non-recurring events and transactions In accordance with Consob communication DEM/6064293 of 28 July 2006, Actelios SpA did not carry out any non-recurring transactions. 25 Uncharacteristic and uncommon transactions In accordance with Consob communication DEM/6064293 of 28 July 2006, in the course of 2009 Actelios SpA did not carry out any uncharacteristic and/or uncommon transactions, as defined in the above communication. 8.6.4 Other information Emoluments of directors and statutory auditors (Euro thousands) 31.12.2009 31.12.2008 Directors' emoluments 414 256 Statutory auditors' emoluments 186 167 Total 600 423 132

Emoluments of directors, statutory auditors and managing directors In accordance with Consob Circular no. 11971 of 14 May 1999, details of all emoluments and fees, for all amounts paid to each party, including amounts from subsidiaries, are provided below: Bonuses (Euro) Other and other Other Name Office Duration of term Emoluments benefits incentives emoluments Federico Falck Chairman Actelios SpA 1.1.09-31.12.09 Approval 2010 annual report 22,000 Paride De Masi Deputy chairman Actelios SpA 1.1.09-31.12.09 Approval 2010 annual report 12,000 200,000 Bruno Isabella Deputy chairman Actelios SpA 29.10.09-31.12.09 Approval 2010 annual report 3,107 Director Actelios SpA 1.1.09-29.10.09 9,929 Chairman of Remuneration Committee Actelios SpA 1.1.09-22.12.09 9,753 Internal control committee Actelios SpA 1.1.09-22.12.09 7,803 Achille Colombo Deputy chairman Actelios SpA 1.1.09-15.9.2009 Roberto Tellarini Managing director Actelios SpA 1.1.09-31.12.09 Approval 2010 annual report 12,000 331,552 Deputy chairman Ecosesto SpA 1.1.09-31.12.09 Approval 2009 annual report 3,000 30,000 Director Elettroambiente SpA 1.1.09-15.4.09 Director Elettroambiente SpA 13.10.09-31.12.09 Approval 2011 annual report Chairman Frullo Energia Ambiente Srl 1.1.09-21.4.09 Director Palermo Energia Ambiente ScpA 1.1.09-12.5.09 Director Powercrop SpA 1.1.09-31.12.09 Approval 2009 annual report Marco Agostini Director Actelios SpA 1.1.09-31.12.09 Approval 2010 annual report 12,000 Augusto Clerici Bagozzi Director Actelios SpA 16.11.09-31.12.09 Approval 2010 annual report 1,512 Chairman Internal 22.12.09-31.12.09 Approval 2010 Control Committee Actelios SpA annual report 274 Enrico Falck Director Actelios SpA 1.1.09-31.12.09 Approval 2010 annual report 12,000 Remuneration Committee Actelios SpA 1.1.09-22.12.09 6,827 Chairman Actagri Srl 1.1.09-31.12.09 Approval 2010 annual report Chairman and Managing Director 1.1.09-23.12.09 Abbiategrasso Bioenergia Srl Giovanni Maria Garegnani Director Actelios SpA 16.12.09-31.12.09 Approval 2010 annual report 526 Chairman Supervisory Board 22.12.09-31.12.09 Approval 2010 Actelios SpA annual report 274 Giuseppe Gatti Director Actelios SpA 1.1.09-6.11.09 10,192 Internal Control Committee Actelios SpA 1.1.09-22.12.09 7,803 Piero Manzoni Director Actelios SpA 29.10.09-31.12.09 Approval 2010 annual report Remuneration Committee 22.12.09-31.12.09 Approval 2010 Actelios SpA annual report 133

Bonuses (Euro) Other and other Other Name Office Duration of term Emoluments benefits incentives emoluments Ferruccio Marchi Director Actelios SpA 1.1.09-31.12.09 Approval 2010 annual report 12,000 Guido Rosa Director Actelios SpA 16.12.09-31.12.09 Approval 2010 annual report 526 Umberto Rosa Director Actelios SpA 1.1.09-31.12.09 Approval 2010 annual report 12,000 Remuneration Committee 1.1.09-31.12.09 Approval 2010 Actelios SpA annual report 7,000 Chairman Internal Control 1.1.09-22.12.09 9,753 Committee Actelios SpA Internal Control Committee 22.12.09-31.12.09 Approval 2010 Actelios SpA annual report 219 Chairman Supervisory 1.1.09-22.12.09 9,753 Board Actelios SpA Bernardo Rucellai Director Actelios SpA 16.12.09-31.12.09 Approval 2010 annual report 526 Internal Control Committee 22.12.09-31.12.09 Approval 2010 Actelios SpA annual report 219 Supervisory Board Actelios SpA 22.12.09-31.12.09 Approval 2010 annual report 192 Claudio Tatozzi Director Actelios SpA 16.12.09-31.12.09 Approval 2010 annual report 526 Chairman Remuneration 22.12.09-31.12.09 Approval 2010 Committee Actelios SpA annual report 274 Fabrizio Zenone Director Actelios SpA 16.12.09-31.12.09 Approval 2010 annual report 526 Roberto Bracchetti Chairman Board of 1.1.09-31.12.09 Approval 2010 Statutory Auditors Actelios SpA annual report 61,975 Supervisory Board Actelios SpA 1.1.09-22.12.09 7,803 Chairman Board of Statutory 1.1.09-31.12.09 Approval 2011 Auditors Ecosesto SpA annual report 7,692 Chairman Board of Statutory 1.1.09-31.12.09 Approval 2009 Auditors Prima Srl annual report 12,770 Chairman Board of Statutory 1.1.09-31.12.09 Approval 2011 Auditors Frullo Energia Ambiente Srl annual report 13,140 Aldo Bisioli Statutory auditor Actelios SpA 1.1.09-31.12.09 Approval 2010 annual report 41,315 Nicola Vito Notarnicola Statutory auditor Actelios SpA 1.1.09-31.12.09 Approval 2010 annual report 41,315 These financial statements present a true and fair view of the company s state of affairs, financial position and profit for the year and are in agreement with the accounting records. On behalf of the board of directors The Chairman Federico Falck 134

8.7 Additional disclosures on financial instruments in accordance with IFRS 7 This note sets out the additional disclosures relating to financial assets and liabilities in accordance with IFRS 7. These disclosures are presented in the same order as they are set out in IFRS 7 and have been omitted where not considered significant. The note is presented in two sections. The first sets out detailed information regarding financial assets and liabilities while the second presents information regarding the risks attributable to the financial assets and liabilities, in particular credit risk, liquidity risk and market risk. This includes both qualitative and quantitative information that is analysed into points (e.g. 1.) and sub-points (e.g. 1.2). The detailed quantitative information is provided for 31 December 2009 and where significant at 31 December 2008. Before presenting the detailed disclosures it is important to note that Actelios holds significant financial assets in the form of financial receivables that results in a strong positive net financial position. The financial assets and liabilities are almost entirely measured at cost and amortised cost in the financial statements. These did not give rise to profits or losses in 2008 or 2009. The only impact of the financial instruments on the income statement arises from the interest income and expense and this is limited given the low level of borrowings as mentioned above. Credit and liquidity risk are not considered to be significant. Credit risk exposure is limited as the majority of trade and financial receivables are from other group companies and not third parties. Liquidity risk is also considered to be low due to the low level of indebtedness and the high level of liquidity. Interest rate risk is low for the same reason; consequently a sensitivity analysis was not performed. Actelios adopts specific procedures to manage the credit, liquidity and market risk on financial assets and liabilities. These procedures have not been documented in a formal risk policy. Section I : Financial instruments 1. Balance sheet 1.1 Categories of financial assets and liabilities The tables below illustrate the carrying value at 31 December 2009 and 31 December 2008 of the financial assets and liabilities classified in accordance with IAS 39. In order to reconcile with the balance sheet totals the penultimate column sets out the values of the assets and liabilities that are not included within the scope of IFRS 7. 135

31.12.2009 Fair value Amortised cost Fair value through against equity profit or loss or cost Total Loans Financial Financial FA/FL FA/FL FA FA/FL A/L not Balance and receiv. assets liabilities designation held for available- within within sheet bls held-to- at amortised on initial trading for-sale scope scope total (Euro thousands) maturity cost recognition of IFRS7 of IFRS7 Assets Property, plant and equipment and intangibles 133 133 Investments 11 11 83,404 83,415 Financial assets 248,503 248,503 248,503 Inventories Trade receivables 6,927 6,927 6,927 Deferred income tax assets 403 403 Other receivables 13,734 13,734 1,188 14,922 Cash and cash equivalents 72 72 72 Total 269,164 72 11 269,247 85,128 354,375 Liabilities Total equity 346,469 346,469 Financial liabilities 1,599 1,599 1,599 Trade payables 4,303 4,303 4,303 Other payables 1,040 1,040 1,040 Provisions for other liabilities and charges 465 465 Staff leaving indemnity 499 499 Total 6,942 6,942 347,433 354,375 31.12.2008 Fair value Amortised cost Fair value through against equity profit or loss or cost Total Loans Financial Financial FA/FL FA/FL FA FA/FL A/L not Balance and receiv. assets liabilities designation held for available- within within sheet bls held-to- at amortised on initial trading for-sale scope scope total (Euro thousands) maturity cost recognition of IFRS7 of IFRS7 Assets Property, plant and equipment and intangibles 128 128 Investments 11 11 102,012 102,023 Financial assets 263,088 263,088 263,088 Inventories Trade receivables 4,733 4,733 4,733 Deferred income tax assets 660 660 Other receivables 2,552 2,552 2,552 Cash and cash equivalents 377 377 377 Total 270,373 377 11 270,761 102,800 373,561 Liabilities Total equity 346,381 346,381 Financial liabilities 2,153 2,153 2,153 Trade payables 1,429 1,429 1,429 Other payables 22,980 22,980 145 23,125 Provisions for other liabilities and charges Staff leaving indemnity 473 473 Total 26,562 26,562 346,999 373,561 136

1.2 Collateral Financial assets pledged as security for liabilities and collateral accepted as security for assets Financial assets pledged as security for liabilities comprise the pledge of the shares of Prima Srl that are owned by Actelios SpA and have a nominal value of Euro 4,615 thousand. The principal terms of the pledge contracts do not grant the possibility to sell the pledged shares as these companies do not have an active market. 2. Income statement and net equity 2.1 Income, expenses, profits or losses No profits or losses on financial assets and liabilities were recognised in 2009 and 2008. The table below illustrates total interest income/expense (calculated using the effective interest rate method) and the fee income/expense generated by financial assets/liabilities not measured at fair value through profit or loss and the fee income/expense arising from trust and other fiduciary activities in 2009 and 2008. 31.12.2009 (Euro thousands) Interest income (expense) Fee income (expense) Total FA not at fair value through profit or loss 5,526 5,526 FL not at fair value through profit or loss (49) (5) (54) FL at fair value through profit or loss Trust or other fiduciary activities Other (not within scope of IFRS 7) (1) (1) Total 5,476 (5) 5,471 31.12.2008 (Euro thousands) Interest income (expense) Fee income (expense) Total FA not at fair value through profit or loss 13,221 13,221 FL not at fair value through profit or loss (65) (8) (73) FL at fair value through profit or loss Trust or other fiduciary activities Other (not within scope of IFRS7) (2) (2) Total 13,154 (8) 13,146 3. Further additional disclosures 3.1 Accounting policies The accounting policies adopted for the recognition and measurement of financial assets and liabilities are presented in the notes to the separate financial statements of Actelios SpA in paragraph 8.6.1 Accounting policies. 3.2 Fair value The tables below disclose the fair value of the financial assets/liabilities and the related carrying amount at 31 December 2009 and 31 December 2008. The carrying amount of the financial assets/liabilities valued at cost and amortised cost (see point 1.1) is a reasonable estimate of fair value, as these relate to either short-term or variable rate financial assets and liabilities. 137

31.12.2009 (Euro thousands) Carrying amount Fair value Financial assets Securities and investments 11 11 Financial receivables 248,503 248,503 Trade receivables 6,927 6,927 Other receivables 13,734 13,734 Cash and cash equivalents 72 72 Total 269,247 269,247 Financial liabilities Financial payables 1,599 1,599 Trade payables 4,303 4,303 Other payables 1,040 1,040 Total 6,942 6,942 31.12.2008 (Euro thousands) Carrying amount Fair value Financial assets Securities and investments 11 11 Financial receivables 263,088 263,088 Trade receivables 4,733 4,733 Other receivables 2,552 2,552 Cash and cash equivalents 377 377 Total 270,761 270,761 Financial liabilities Financial payables 2,153 2,153 Trade payables 1,429 1,429 Other payables 22,980 22,980 Total 26,562 26,562 Analysis of financial receivables due from third parties at 31 December 2009 and 31 December 2008 by instrument and conditions. 31.12.2009 Interest rate Fair Carrying Current Non-current (Euro thousands) (%) value amount portion portion Loans due from subsidiaries (Prima Srl) Euribor + spread 6,375 6,375 6,375 Loans due from associates (Palermo Energia Ambiente ScpA) Euribor+ spread 6,471 6,471 6,471 Group correspondence accounts Euribor + spread 235,657 235,657 235,657 Total financial receivables 248,503 248,503 242,128 6,375 31.12.2008 Interest rate Fair Carrying Current Non-current (Euro thousands) (%) value amount portion portion Loans due from subsidiaries (Prima Srl) Euribor + spread 6,335 6,335 6,335 Loans due from associates (Palermo Energia Ambiente ScpA, Frullo Energia Ambiente Srl) Euribor+ spread 10,954 10,954 6,838 4,116 Group correspondence accounts Euribor + spread 245,799 245,799 245,799 Total financial receivables 263,088 263,088 252,637 10,451 138

4. Risks arising from financial instruments 4. 1 Credit risk Credit risk is not considered significant as the majority of the exposure consists of cash and cash equivalents. Moreover, financial and trade receivables are mainly due from other group companies. The credit risk exposure of Actelios is very limited. The maximum credit risk exposure at 31 December 2009 amounted to Euro 269,236 thousand and consisted of the following: (Euro thousands) 31.12.2009 Financial receivables 248,503 Trade receivables 6,927 Other receivables 13,734 Cash and cash equivalents 72 Total 269,236 The maximum credit risk exposure at 31 December 2008 amounted to Euro 270,750 thousand and consisted of the following: (Euro thousands) 31.12.2008 Financial receivables 263,088 Trade receivables 4,733 Other receivables 2,552 Cash and cash equivalents 377 Total 270,750 4.2 Liquidity risk The liquidity risk of Actelios is not considered to be significant in consideration of the fact that financial liabilities at 31 December 2008 and 31 December 2009 amounted to Euro 2,153 thousand and Euro 1,599 thousand respectively. These compare with total liabilities amounting to Euro 373,561 thousand and Euro 354,504 thousand, respectively. Consequently, a detailed analysed of financial liabilities, for example by maturity, is not considered meaningful. 4.3 Market risk 4.3.1 Interest rate risk Given the low level of borrowings, interest rate risk is not considered significant and relates almost entirely to financial assets. Moreover, Actelios does not enter into interest rate derivatives. Consequently, a sensitivity analysis was not carried out while the total financial assets and liabilities exposed to changes in interest rates are detailed below: (Euro thousands) 31.12.2009 Financial assets Financial receivables 248,503 Cash and cash equivalents 72 Total 248,575 Financial liabilities Financial liabilities (1,599) Total (1,599) Net exposure 246,976 (Euro thousands) 31.12.2008 Financial assets Financial receivables 263,088 Cash and cash equivalents 377 Total 263,465 Financial liabilities Financial liabilities (2,153) Total (2,153) Net exposure 261,312 139

9 Supplementary information to the financial statements of Actelios SpA

9.1 List of direct and indirect investments in subsidiaries and associates Share- Profit Direct Indirect Registered Currency Share capital holders' (loss) share- share- Book office equity holding holding value (Euro (Euro thousands) thousands) (%) (%) (Euro) Directly controlled subsidiaries Actagri Srl Sesto San Giovanni (Mi) Euro 50,000 85 ( 433) 100.000 550,000 Actelios Solar SpA Sesto San Giovanni (Mi) Euro 120,000 604 ( 389) 100.000 1,124,979 Ambiente 2000 Srl Milan Euro 103,000 2,317 266 60.000 863,874 Ecosesto SpA Rende (Consenza) Euro 5,120,000 8,489 ( 19) 100.000 6,788,473 Elettroambiente SpA Sesto San Giovanni (Mi) Euro 245,350 659 ( 1,180) 100.000 31,870,000 Prima Srl Sesto San Giovanni (Mi) Euro 5,430,000 35,021 12,384 85.000 28,494,159 69,691,485 Indirectly controlled subsidiaries Abbiategrasso Bioenergia Srl Sesto San Giovanni (Mi) Euro 54,000 53 ( 287) 58.735 Platani Energia Ambiente ScpA Palermo Euro 3,364,264 2,901 ( 855) 85.730 Solar Mesagne Srl Sesto San Giovanni (Mi) Euro 50,000 1,190 ( 136) 100.000 Solar Rende Srl Rende (Cosenza) Euro 10,000 36 ( 23) 100.000 Tifeo Energia Ambiente ScpA Palermo Euro 4,679,829 4,059 ( 1,058) 95.620 0 Associates Frullo Energia Ambiente Srl Bologna Euro 17,139,100 34,219 13,303 49.000 8,471,678 Palermo Energia Ambiente ScpA Palermo Euro 120,000 ( 53) ( 1,622) 23.272 1,941,235 Powercrop SpA Sesto San Giovanni (Mi) Euro 4,000,000 1,723 ( 2,380) 50.000 3,300,000 13,712,913 143

9.2 Summary of significant financial data of subsidiaries and associates Balance sheet Non- Noncurrent Current Total current Current (Euro thousands) Currency assets assets equity liabilities liabilities Directly controlled subsidiaries Actagri Srl Euro 148 337 85 178 222 Actelios Solar SpA Euro 2,451 111 604 1,958 Ambiente 2000 Srl Euro 304 5,943 2,317 1,104 2,826 Ecosesto SpA Euro 17,361 7,752 8,489 8,482 8,142 Elettroambiente SpA Euro 11,759 67,688 659 32 78,756 Prima Srl Euro 67,431 26,767 35,021 25,162 34,015 Indirectly controlled subsidiaries Abbiategrasso Bioenergia Srl Euro 84 224 (53) 362 Platani Energia Ambiente ScpA Euro 35,120 2,554 2,901 34,773 Solar Mesagne Srl Euro 5,532 619 1,190 4,961 Solar Rende Srl Euro 65 36 29 Tifeo Energia Ambiente ScpA Euro 53,120 4,763 4,059 53,824 Associates Frullo Energia Ambiente Srl Euro 121,105 17,501 34,219 66,743 37,644 Palermo Energia Ambiente ScpA Euro 44,057 3,373 (53) 47,483 Powercrop SpA Euro 11,709 4,262 1,723 500 13,748 Income statement Profit Cost of Gross Operating before Profit for (Euro thousands) Currency Revenue sales profit profit tax the year Directly controlled subsidiaries Actagri Srl Euro (153) (153) (347) (521) (433) Actelios Solar SpA Euro 6 (44) (38) (401) (466) (389) Ambiente 2000 Srl Euro 10,333 (9,006) 1,327 542 550 267 Ecosesto SpA Euro 19,598 (19,811) (213) 745 334 (19) Elettroambiente SpA Euro 1,146 (494) 652 511 (1,053) (1,179) Prima Srl Euro 46,553 (23,890) 22,663 22,005 19,912 12,384 Indirectly controlled subsidiaries Abbiategrasso Bioenergia Srl Euro 58 (225) (167) (371) (371) (287) Platani Energia Ambiente ScpA Euro (1,038) (1,145) (855) Solar Mesagne Srl Euro 8 (40) (32) (356) (371) (136) Solar Rende Srl Euro (33) (33) (33) (33) (24) Tifeo Energia Ambiente ScpA Euro (1,240) (1,377) (1,058) Associates Frullo Energia Ambiente Srl Euro 50,899 (25,296) 25,603 25,145 21,630 13,303 Palermo Energia Ambiente ScpA Euro (446) (1,622) (1,622) Powercrop SpA Euro 1,761 (1,699) 62 (2,350) (2,380) (2,380) 144

10 Certifications on the consolidated financial statements and parent company financial statements in accordance with article 81- ter of Consob regulation 11971 of 14 May 1999 and subsequent amendments

11 Report of the board of statutory auditors to the annual general meeting of shareholders

Report of the board of statutory auditors to the annual general meeting of shareholders of Actelios SpA on 28 April 2010 in accordance with article 153 of Legislative Decree no. 58/1998 and article 2429, paragraph 2 of the Italian Civil Code During the financial year ended 31 December 2009, we carried out the controls required by current law and regulations, in accordance with article 149 of Legislative Decree 58/1998 (Consolidated Finance Act) and the principles of conduct for boards of statutory auditors recommended by the Consigli Nazionali dei Dottori Commercialisti and Esperti Contabili (representative bodies of the Italian accounting professions) to which we refer in this report, which was prepared also taking into consideration the guidelines issued by Consob (the Italian stock exchange commission) in communication 1025564 of 6 April 2001 and ensuing amendments. The separate financial statements of the company and the consolidated financial statements for the year ended 31/12/2009 that show a profit for the year of Euro 5,734 thousand (of which Euro 4,175 thousand is attributable to the group) and Euro 10,240 thousand respectively, were given to the board of statutory auditors together with the directors report and the certifications of the compliance officer, within the timescale required by law. Having regard to the manner in which we performed our institutional activities we confirm that: - We attended all of the meetings of the shareholders, the board of directors, the internal control committee and the remuneration committee that took place during the year and we obtained from the directors timely and adequate information regarding the activities performed, in accordance with regulatory and statutory requirements; - We obtained suitable information in order to be able to perform our required duties regarding verification of the adequacy of the company's organisation structure and compliance with principles of correct administrative practice, through direct enquiries, the collation of information from officers responsible for the respective functions and exchanges of information and data with the independent auditors and with the boards of statutory auditors of the subsidiary companies; - We controlled, collectively and on an individual basis, the internal control and accounting, administrative systems, with the objective of verifying their adequacy to support operational requirements, as well as their reliability in presenting transactions, by examining company documentation, obtaining information from the heads of the relevant departments, and analysing the results of the work carried out by the independent auditors; - We verified compliance with current legislation regarding the preparation, presentation and layout of both the company and consolidated financial statements, taking into consideration the fact that the company has prepared the separate company and the consolidated financial statements in accordance with International Financial Reporting Standards. Following publication of the joint document by Banca d Italia/Consob/Isvap of 4 March 2010, the board of directors confirmed that the impairment test carried out on the assets disclosed in the balance sheet complied with the provisions of IAS 36 and approved them separately prior to that of the financial reports; - We verified that the directors report for 2009 conforms to the law and is in agreement with the resolutions approved by the board of directors and with transactions presented in the company s and the consolidated financial statements; more specifically in the paragraphs in the directors report on risks and uncertainties and future developments and going concern the directors describe the major risks and uncertainties to which the group is exposed, indicating those of an operational, financial and general nature, providing details of all civil and administrative litigation in which the group is involved, providing detailed evidence of the status of litigation involving the Sicily project companies. No observations were required to be made by the board of statutory auditors in relation to the interim half-year report of the company and the group. The quarterly and half-yearly reports were prepared and published in accordance with current legislation and regulations. In the course of our verifications, carried out in the manner described above, no significant matters emerged that required notification to the regulatory bodies. On the basis of our findings from the tests carried out and from information obtained, the decisions taken by the directors appear to comply with the law and the company s articles of association, principles of correct administrative practice, are appropriate to and compatible with the company s size and net assets, and meet company requirements. * * * 151

The specific disclosures to be included in this report are set out below in the order prescribed in the above-mentioned Consob communication of 6 April 2001. 1. We have obtained adequate information and investigated the major economic, financial and equity transactions undertaken by the company and its subsidiaries, as disclosed in detail in the directors report in the paragraph on the Review of business in 2009, to which we refer. More specifically, we bring to your attention only the developments relating to the projects in Sicily: - on 28 April 2009, following judgement issued by the European Court of Justice and the ensuing agreement between the European Commission, the Italian Government and the Sicily Region, an Agreement was signed by the project companies Tifeo Energia Ambiente ScpA, ( Tifeo ) Platani Energia Ambiente SpcA ( Platani ) and Palermo Energia Ambiente SpcA ( PEA ), and the shareholders where relevant, and the Regional Department for Waste and Water in Sicily (ARRA) in which the main terms and conditions that on one hand allowed ARRA to call a new bid for tenders without comprising the activities performed and work carried out in executing the original Convention issued in 2003 and on the other ensured payment to the project companies and their shareholders of the costs incurred and to be incurred up to 30/09/2009, and awarded compensation to the project companies in the event that the projects were assigned to a new contractor following the new bid; - the new bid was called by ARRA on 29 April 2009 and as no bids were submitted, the project companies Tifeo, Platani and PEA together with other contractors, were invited to take part in negotiated procedures on 5 August 2009. The project companies informed ARRA on 28 August 2009 that the assumptions on which the negotiations were based did not allow the economic-financial terms of the project to be met and as a consequence no offers were submitted; - on 11 September 2009, under Decree 339, ARRA unilaterally terminated both the Agreement dated 28 April 2009 and the original Convention of 17 June 2003 that was signed together with Tifeo, Platani and PEA, for breach of the agreements by the contract companies. Subsequently on 5 October 2009 ARRA requested the insurance company Zurich to execute the performance guarantees relating to the Convention; - on 15 October 2009 Tifeo, Platani and PEA filed the summons served against Zurich and ARRA with the Civil Court in Milan in order to: (i) ascertain and declare ARRA s foreclosure of the performance guarantees issued by Zurich as illegal and unjustified; (ii) ascertain and declare that the project companies did not default on the obligations under the Agreement signed in April 2009 and the Convention stipulated in June 2003; (iii) ascertain and declare ARRA s breach of its obligations under the Agreement dated April 2009; (iv) sentence ARRA to fulfil the terms of the Agreement of April 2009 in relation to payment to the project companies of all costs incurred on the projects; (v) sentence ARRA to compensate for all damages suffered and being sustained by the project companies. Actelios S.p.A. and Elettroambiente S.p.A., as shareholders and signatories of the Agreement dated April 2009, formulated, as part of the same proceedings previously filed with the Civil Court in Milan, separate claims, requesting ARRA be sentenced to compensate for loss of chance damages; - on 10 November 2009 Tifeo, Platani and PEA contested the act cancelling the Agreement and the Convention before the Regional Administrative Court (TAR) in Palermo, requesting ARRA be sentenced to compensate for all damages suffered and being sustained; - on 11 November 2009 Tifeo, Platani and PEA filed an appeal under article 700 with the Civil Court in Milan, requesting that ARRA be prohibited from proceeding with foreclosure of the performance guarantee and on 18 January 2010, the investigating judge, under separate acts, admitted the project companies appeals. Under the same acts, the Court in Milan prevented ARRA from executing the performance guarantee and rejected the preliminary objections made by ARRA relating to incorrect jurisdiction and territorial incompetence by the assigned trial judge and, although only in the summary knowledge stages, with regard to the requirement to establish the existence of the alleged claim to support the requested precautionary measures, verified the soundness of the claims submitted by the project companies; - finally, ARRA did not present a claim against the precautionary measures issued by the Milan Court on 18 January 2010 within the time limit prescribed by article 669 point 13 of the civil procedures code and on 16 February 2010, the Department for Energy and Public Utilities of the Sicily Region which, as ARRA s successor substituted it as party to the claims filed by Tifeo, Platani and PEA, requested: (i) a preliminary assessment and declaration of incorrect jurisdiction and territorial competence by the Milan Court; (ii) declaration on merit of the rejection of the claims filed by the project companies and their shareholders. Under the same acts of the proceedings, the Department representing the Sicily Region submitted a counterclaim sentencing the project companies Tifeo, Platani and PEA to compensate for damages suffered by the Regional Authorities. Preliminary hearings took place on 9 March 2010 in the Milan Court and the judge, acknowledging the parties requests, set the deadlines for filing memorials under article 183 of the civil procedures code, adjourning the cases to the preliminary hearings set for 15 July 2010; 152

- given the status and complexity of this litigation as underlined above, the directors of the project companies requested the legal council involved in the claims to issue a formal opinion and detailed opinion regarding the possible outcome of the claims against ARRA (now the Department for Energy and Public Utilities of the Sicily Region). Based on this legal opinion issued on 25 February 2010, and given the fact that the renewal applications submitted to ARRA by the project companies in relation to the authorisations issued under article 28 of Legislative Decree 22/97 were admitted in part, and that the Sicily Region is studying a waste plan that it compatible with the businesses of Tifeo, Platani and PEA, the directors of the project companies and Actelios S.p.A. support the values of the assets (Property, plant and equipment, Financial assets and Goodwill) relating to the Sicily projects and no impairment loss was required to be recognised in the financial statements. The information obtained allowed us to confirm that the above-mentioned transactions comply with the law and the company s articles of association and we consider that they do not possess the characteristics that would result in the requirement on our part to provide specific comment on these transactions. 2. We have not been informed of uncharacteristic and/or unusual transactions carried out with related parties during the year. The ordinary financial and trading transactions carried out between group companies or with related parties are disclosed in the directors' report and in the notes to the company and the consolidated financial statements. In particular, these related to a number of specific transactions including treasury management, the provision of loans and guarantees, the provision of professional and other services, which are all made at arm s length and are regulated by contractual agreements. The information obtained allowed us to confirm that the above transactions took place in accordance with the law and the company s articles of association and that they were undertaken in the interests of the company and the group. 3. On the whole, the information provided by the directors in their report in accordance with article 2428 of the Italian Civil Code, in respect of uncharacteristic and/or unusual transactions and in respect of ordinary transactions, as detailed at point 2 above, may be considered sufficient to provide all of the information requested. 4. The independent auditors PricewaterhouseCoopers SpA issued on today s date audit opinions, in accordance with article 156 of the Consolidated Finance Text (TUF), on the separate company financial statements and the consolidated financial statements for the year ended 31 December 2009, which contained separate mention of the wide disclosures made by the directors in both the directors reports and in the notes to the financial statements regarding the valuation of the investments in Tifeo, Platani and PEA (separate company financial statements) and capitalised costs and goodwill (consolidated financial statements), and the risk that the project companies be declared in breach of the agreements with ARRA, which is considered by an independent legal expert to be modest. In the above audit reports, the auditors confirm that the company and consolidated financial statements for the year ended 31 December 2009 comply with the provisions relating to the preparation of financial statements, that they have been properly presented and that they give a true and fair view of the state of affairs and the profit for the year of the parent company Actelios SpA and of the Actelios group and that the directors report reflects the information disclosed in the financial statements. 5. During the ordinary shareholders meeting held on 16 December 2009 the board of statutory auditors received notice from a shareholder, the direct owner of 9 shares, under article 2408 of the Italian Civil Code regarding the directors failure to prepare the report in accordance with article 3 of ministerial decree 437 of 5/11/1998 in relation to the first item on the agenda appointment of two directors by the board of directors by cooptation in compliance with article 2386 of the Italian Civil Code. Further to this notice an in-depth inquiry was carried and based on this the board of statutory auditors concluded that the directors did not have a binding obligation to prepare a report and that the shareholders and investors had been provided with all the necessary information regarding the matters on the agenda through previously published press releases. 6. No petitions have been filed to date. 7. We received information from the relevant company management that no additional engagements were assigned to the independent auditors PricewaterhouseCoopers SpA in 2009 in addition to those secured in compliance with article 155 of the Consolidated Finance Act. For the purpose of completeness we note that in relation to the audit of the entire Actelios group, comprising the statutory financial statements, consolidated financial statements, interim half-year report and accounting records control, total fees of Euro 349,000 were paid to PricewaterhouseCoopers SpA, including the ISTAT (index linked) increase and Euro 58,000 was paid to Deloitte & Touche, who were engaged to audit and carry out the control of the accounting records of Prima S.r.l. and Ecosesto S.p.A.. Total fees may be analysed as follows: 153

Company Fees (Euro) Engagement Actelios S.p.A. 140,000 Audit of financial statements, interim half-year report, control of accounting records Ambiente 2000 S.r.l. 17.000 Audit of financial statements, interim half-year report, control of accounting records Elettroambiente S.p.A. 14,000 Audit of financial statements, interim half-year report, control of accounting records Platani Energia Ambiente S.c.p.A. 22,000 Audit of financial statements, interim half-year report, control of accounting records Tifeo Energia Ambiente S.c.p.A. 22,000 Audit of financial statements, interim half-year report, control of accounting records Ecosesto S.p.A. 31,000 Audit of financial statements, interim half-year report, control of accounting records Prima S.r.l. 27,000 Audit of financial statements, interim half-year report, control of accounting records Actelios Solar S.p.A.. 20,000 Audit of financial statements, interim half-year report, control of accounting records FEA Frullo Energia Ambiente S.r.l. 14,000 Audit of financial statements, interim half-year report, control of accounting records PEA Palermo Energia Ambiente S.c.p.A. 22,000 Audit of financial statements, interim half-year report, control of accounting records Powercrop SpA 20,000 Audit of financial statements, interim half-year report, control of accounting records Total 349,000 No issues regarding the independence of the auditors arose during the year, taking into consideration the regulatory and professional requirements that govern audit activities. Moreover the independent auditors confirmed that based on all available evidence it maintained its independence and objectivity in respect of Actelios S.p.A. and that there were no changes regarding the existence of reasons for incompatibility defined under article 160 of the Consolidated Finance Act and chapter I-bis of section IV of the listing rules. 8. No engagements were assigned to third parties that have relations of a continuous nature with the independent auditors. 9. In the course of 2009, the board of statutory auditors did not issue any opinions prescribed by law. 10. The control activities described above were carried out in 2009 during 9 meetings of the board of statutory auditors, by attending 9 meetings of the board of directors and through attendance, either by the chairman of the board of statutory auditors and/or another auditor, at the 2 meetings of the Executive Committee, the 5 internal control meetings and 2 remuneration committee meetings. 11. We have no particular observations to make regarding compliance with principles of correct administrative practice, which appear to have been applied consistently. 12. The board of statutory auditors has constantly updated its knowledge and verified the effectiveness of the company s organisation structure, comparing it with the company organisation charts approved and published by CONSOB, through information gathered from each area and meetings with the internal control officer and the independent auditors. The current organisation structure would appear to be appropriate to the size of the group and also meets the operating requirements of the group. 13. The board of statutory auditors verified the internal control system adopted by the company and evaluated its effectiveness through meetings held with the internal control officer and management and by the chairman of the board of statutory auditors attending the meetings of the internal control committee and the supervisory board, established in accordance with Legislative Decree 231/01. In particular, it was noted that the internal control officer reports directly to the internal control committee, to the board of statutory auditors and the directors responsible for this area and carries out his work based on a six-monthly plan, prepared independently by the officer himself or taking into consideration areas identified by the control bodies and the independent auditors. In the course of 2009 the internal control committee focused on the review of the activities of the Sicily projects, given the importance to Actelios, and related party transactions and transactions between group companies. Mr Damiani was appointed head of internal audit and group compliance on 4 May 2009, taking over from Mr Gemma, and on 30 July 2009 he was appointed internal control officer by the board of directors. Actelios S.p.A. and all of the group companies have adopted the Organisation and Operations Manual (the Manual ) prepared in accordance with Legislative Decree 231/01, aimed at preventing the commission of illegal acts as defined in the decree, thus safeguarding the administrative responsibility of the company. The Manual was updated by the board of directors in the meeting of 7 May 2009 in order to incorporate new regulations and developments in legislation. The Manual is updated continuously and reflects the relevant guidelines and the obligations inherent with being listed on the stock exchange. 154

A Supervisory Board (SB) has been appointed in order to enforce implementation of the Manual. The SB carries out supervisory, control and other activities independently and from 22 December 2009 is composed of two independent directors and the internal control officer. 14. We have no particular observations to report with regard to the adequacy of the administrative-accounting system and of its ability to present fairly company transactions, also taking into consideration the centralisation of the administrative function of the subsidiaries by the parent company. It is noted that, in order to comply with Law 262/05 (law on savings), following the resignation of Mr Magnani, Mr Sciagata was appointed as Compliance Officer responsible for the preparation of the accounting records for the period 1 May to 3 August 2009 and was subsequently replaced by Mr Rundeddu. 15. An adequate flow of information between the parent company and subsidiaries (also in relation to the communications covered by article 114.2 of Legislative Decree no. 58/1998) is ensured through specific instructions sent to the subsidiaries by parent company management. The group coordination activities are also guaranteed by the presence on the corporate bodies of the main subsidiaries of directors and members of top management of the parent company. In accordance with article 2497 bis of the Italian Civil Code, it is noted that Actelios S.p.A. is subjected to direction and coordination activities by Falck S.p.A. in the form of strategic directives, while the company and its corporate bodies still maintain operating independence. 16. We met with the members of the boards of statutory auditors of the principal subsidiaries in order to exchange information regarding the group s activities and coordinate the controls and supervisory activities and we have no specific matters to report. 17. No significant matters emerged that require specific mention either during the periodic meetings between the statutory auditors and the independent auditors, held in accordance with article 150.2 of Legislative Decree no. 58/1998, or from our examination of auditors notes on the quarterly reviews performed by the external auditors. 18. We have verified that the directors report includes a separate section on corporate governance, prepared in accordance with the instructions provided by Emittenti Titoli and Assonime, the association of Italian joint stock companies. In particular we note that the Executive Committee was established in the board resolution passed on 29 October 2009, subsequent to the increase in the number of directors from 10 to 15, of which 5 are independent and 1 appointed by the minority shareholder. The composition of the internal control committee, the remuneration committee and the supervisory body required under Legislative Decree 231/01 was renewed in the board meeting of 22 December 2009. The board of statutory auditors notes that the board of directors successfully concluded the independence requirement test on its non-executive members in accordance with article 3.C.1 of the Code of Self Discipline and the assessment criteria therein; the board of statutory auditors verified the correct application of the independence assessment criteria and procedures adopted by the board of directors and has no exceptions to note. The board of statutory auditor also verified compliance with the independence requirements of paragraph 10.C.2 of the Code of Self Discipline of Borsa Italiana. Finally, it is noted that the company is listed on the STAR segment of the Italian Stock Exchange, which it was admitted to on 20 September 2004. 19. Our work was carried out during 2009 under normal circumstances and from our work no omissions, censurable actions or other irregularities emerged that require disclosure. The board of statutory auditors also notes that no matters emerged from the analysis of the information received in relation to the activities carried out by the boards of statutory auditors of the subsidiaries and from the representations made by the independent auditors in relation to the reports issued in respect of these subsidiaries. 20. In conclusion to the work performed during the financial year, we do not have any observations to report under article 153.2 of Legislative Decree no. 58/1998 in relation to the financial statements, their approval and on matters we are required to report. In addition, we have no observations to make regarding the proposal of the board of directors regarding the appropriation of the profit for the year and the amount of the dividend to be distributed. Milan, 8 April 2010 The board of statutory auditors Roberto Bracchetti Aldo Bisioli Nicola Notarnicola 155

12 Independent auditors reports