Consolidated Annual Acount 2008

soli

n o c fina

d e t a d

ncial

1 1 0

s y e a r

o f

t r u e

w o r k

20

s t n e e m t a t s 08

e l b taf ontents o

c

n

operatio

t nagemen a ents m d e ifi e un ce statem h n t la n a o b t r d Repo lidate nd conso a l a u n n of the a

t on 5_Repor 6.

t 2008

65

e shee _Balanc

ent

statem ce sheet balance n l a la u a n b n d a ctifie for the 66. Re s report r o it d u a oard of rt 72. B ion Repo t a 000 c ifi t r e O 9001:2 IS N 74. C E I N nU ertificatio 75. C

lidated

so 77_Con

t 2008

shee balance

t t tatemen nce shee s la e a c b n d la e t a any b onsolida gpl comp d 78. C n a e n a ent as - meth ce statem n la a 84. G b y atement pan t s m e o c c n y g la r Ene any ba ent 85. ed comp ll o r t ce statem ents n n o m c la e r t a e a b t h l s t a nce annu 86. O pany bala solidated m n o o c c n e ig h t e r rt for 87. Fo ors repo it d u a f o oard 89. B port cation Re ifi t r e C 91.

soli

n o c fina work"

brated in

2009:

roject of

these

from the

cover.

raphic p e of the g

v

starting tements,

l Sta

Financia

tions

century:

f the last

story o rove the

sm at the

The futuri

e twen

try as a nd indus

speed a

place for

nity to im

y

It is a wa

l society. ionalism

e profess

ting th of celebra

y of each

e dignit worker, th

l,

individua

ted as an

interpre ork being

w

hich also

industria

to the ages tied

gave dig

creativity,

entury, w

gh the c ay throu

Art halfw

of each

namism,

rifying dy

tury, glo tieth cen

start of th

and Pop

ements

istic mov

rtant art two impo

ed and d

that mark

raphic

rough a g

All this th

1 1 0

e objecti

s y e a r

DIA cele CONCOR

that CPL

w o r k

rs of true

t r u e

stars

o f

, the real

10 yea of the “1

20

Appre

that men

ncial

s t n e state m 08

workers ciate the

this is th

d e t a d

t

importan

.

n by man

xpressio

form of e

t r o roeppera ion t on

_page 6

Report on the unified management of the annual and consolidated balance statements closed on 31 Dec 2008

Report prepared in accordance with article 2428 of the Italian Civil Code integrated by article 1 comma 2 of legislative decree 32/2007 and article 40 of legislative decree No, 127 dtd 9 April 1991

Dear Partners, The annual balance sheet closed at 31 Dec 2008 which is submitted for your approval presents a Profit net of the annual taxes and ordinary and extraordinary set aside funds equal to 6,838,059 Euro, a result which we can deem absolutely positive, above all in that it was obtained during a period in which the global and national economy is going through a serious financial crisis and recession. The production performed during the course of the year amounts to 225, 417, 564 Euro, showing an increase of 13.3% compared to the previous year. The total assets are equal to 316,564,843 Euro, the net equity amounts to 99,777,187, the Funds amount to 1,683,921 Euro, the Severance Indemnity amounts to 5,721,027 and the total debts and liability accruals and deferrals amounts to 209,427,708 Euro. As always, the administrators of the Co-operative performed, also in accordance with art. 2 of law 59/92, their duty with a willingness to help the Co-operative achieve the mutual association goals required by law and the Articles of Association consisting in the aim to obtain consistency in employment and the best possible economic, social and professional conditions.

For this reason the Co-operative has acted in the intent to maintain full employment of the partners and remunerating their work performances at the best possible work conditions, acknowledging that the progress of the market and the specific relevant sector in which it operates. The company has also operated, in order to improve the professional and cultural qualifications of the partners, investing to guarantee optimal conditions in the work place. For the purpose of the capitalisation process of the Cooperative, as well as to nurture and reward the contribution from the social base, the Board of ������������ Administration proposes, in virtue of the good results achieved during the financial year, to attribute to each share-

holder collaborator, in accordance with art. 3 comma 2 letter b) of law 142 dtd 3 April 2001 and subsequent modification, as a refund, an amount determined in relation to the quantity and quality of the work performed during the course of the 2008 financial year. The amount which the Board of Administration proposes to the Assembly to be distributed among the partners based on the aforementioned criteria, is 1,200,000 Euro which is already accounted for in item B9 of the Income Statement among the personnel costs such as integration of the retributions paid to shareholder collaborators over the course of 2008, 50% of which destined for gratuitous increase of the underwritten capital and the remaining 50% to be deposited as integration of the retributions due to the shareholder collaborators, the method of both set forth in article 62 of the Association Articles and pursuant to the effects in accordance with article 6 second comma of L.D. No. 63/02 converted in law No. 112/02. The Co-operative, as group leader of a series of companies operating in the same sector of activity or as integration and completion of the the line of the sector of construction and management of methane gas and GPL distribution networks, including the sale, construction and management of heating or air conditioning systems, remote heating networks and the construction and management of photovoltaic systems, public illumination and high output cogeneration, has prepared in accordance with legislative decree No. 127 dtd 9 Apr 1991, its Consolidated Balance Statement at 31 December 2008. The Consolidated Balance Statement closed at 31 December 2008 shows a consolidated production value of 261,608,155 with an increase compared to the previous financial year of 30,704 /000 Euro equal to 13.3%. The result of the Group which this production generated shows a pre-tax profit equal to 9,822,717 Euro which, net of current, deferred and

_page 7

advance taxes, determines a net profit of 5,463,119 Euro, to be considered at the same level as the result of the group leader, absolutely satisfactory. The total assets are equal to 360,658,503 Euro, the net equity of the Group amounts to 101,819,346, the Funds amount to 2,562,693 Euro, the Severance Indemnity amounts to 6,132,307 and the total debts and liability accruals and deferrals amounts to 250,144,157 Euro.

A] Company personnel, environment and and social relations A.1 ] Personnel We have just analysed the macro numbers which emerge from the balance statement of the Group leader and the Consolidated Balance Statement closed at 31 Dec. 2008, emphasising that these results were obtained thanks to the efforts and sacrifices of our people, partners and non, employees of the group leader and group companies which by now share our principles. In this regards, it seems appropriate to emphasise the strong employment increase during 2008, both at the group leader and the group level. The inherent prospectus are analysed as follows: Leader Company Average Organisation Number

2008

Executives

2007 16

Managers

32

30

388

335

Manual

538

465

TOTAL

974

847

The above prospectus shows the data inherent to the average organisation in 2008 compared to that of 2007 achieved by the Co-operative, from which an annual increase of 127 labour units is shown, almost all of the employees in the national territory. At the Group level the situation is summarised in the following prospectus: Group Average Organisation 2008

CCNL membership Manual Administration

and Gas Op. Building Metal Mech.

214

330

31

58

339

12

Cleaning Co-op Dir. TOTALS 10

Executives Managers Total

2007

Executives

18

19

Managers

56

30

Administration

455

391

Manual

574

501

TOTAL

1,103

941

585 409 17

12

20

284

689

17 32

43

10

It is also emphasised that with regard to the National Contract of the Builders, this is integrated with the provincial contracts, while for all contracts the integrative company contract is foreseen.

17

Administration

Number

From the above prospectus, an average employment increase took place of 162 units, for the main part occupied over the national territory while the remaining part operates in our Romanian controlled company. From both prospectus an occupational trend emerges which is in absolute contrast with a by now recognised market recession due, as we well know, to a serious financial crisis in the United States but which quickly involved the global system with negative effects on the national economy.

With regard to the labour contracts applied in the Group, today there are five national contracts: Building Co-operative Contract, Metal and Mechanical Co-operative, Gas Operator, Cleaning, besides the Co-operative Director contract.

Analysing only the Group leader data and taking into consideration the effective bodies at 31 December 2008, the subdivision is as follows:

A.2 ] Environment and Safety During 2008 the Safety and Environment Service completed many projects begun during 2007 to update the headquarters and the satellite branches in accordance with the laws in force, in order to guarantee an safe and dignified work environment for all.

The Safety and Environment office performs a series of duties with are transversal to all company activities and to those activities relevant to both the safety plan and the work site waste disposal management.

This activity is performed for all of the companies in the group present on the national territory. In performing this activity the structure interfaces with the contract office, with the technical office and with the persons in charge who manage the various work sites. In order to better perform this task, the office has produced a document which must always be filled out upon request for operative safety plans or risk evaluation. This document is present����������� ���������� on the intranet and is available to all operators who manage

17

1043

_page 8

the work sites and allows for the coordinated collection of data which the safety managers needs to fill out the risk evaluation documents. Furthermore, a part has been integrated which deals with the management and disposal of waste in order to support the decisions of the persons in charge when seeking the best way to dispose of waste produced by the work sites.

With regard to the interfacing with other offices, in particular with the contracting office, documents are being prepared which will be suitable during the prequalification or bidding phases. The main purpose of these documents is to allow the Group leader to gain the most points in the evaluation phase by the customer. In fact, they can not be used in any way in work sites if the group leader is awarded the job because they are incomplete documents which lack data inherent to the personnel which will work in that during the bidding phase it is not known which operators which physically operate on the work site.

In order to achieve the work site safety objectives and the updates on environmental practices, specific training courses will be held periodically.

The training hours for dedicated subjects during the 2008 financial year are listed below: - Basic courses held - 302 - First aid courses - 47 - Fire prevention personnel courses - 13 - Asbestos waste disposal operator courses - 6 - Electrical system labourer courses (pEs, pEI) - 5 - Waste form courses - 46 - III category DpI courses - 12 - Telescopic forklift use courses - 4 - Asbestos labourer update courses - 11 - Gpl network operator courses - 3 - 81/08 update courses for technicians - aspp - 16 - SGA company procedures and instruction course - 3 - ADR training course - 10 - Course of job superintendents and work site technicians on legislative decree 81/08 - 36 For the doctor visits and material acquisitions for first aid, the following was spent: 9,526 Euro (first aid material) + 73,584 Euro (safety surveillance) Tons of waste disposed of in the headquarters area in 2008 from the temporary depot: - Oils: 6,052 kg

- Aqueous washing solutions and mother waters (odorant recovery service): 19,410 kg - Paper-cartons: 11,150 kg - Electrical-electronics: 1,274 kg - Iron-steel: 57,717 kg - wood: 21,100 kg - Mixed packaging: 95240 kg In the work sites: - Earth and rocks from digging in the headquarters area: 2,421,063 kg - Mixed waste from construction and demolition activities in the headquarters area: 9,798,850 kg - cement poles from abandoned electrical lines: 39,720 kg With regard to the results obtained through the realisation of safety plans and the consequential monitoring of observance, it is useful to analyse the progress of injuries in the work place over time, evaluate the severity index and explore the causes and effects, In the following prospectus the data which has emerged over the last decade is provided: YEAR Â

WORKPLACE INJURIES CPL Group

1997

54

1998

50

1999

42

2000

30

2001

61

2002

49

2003

48

2004

71

2005

65

2006

41

2007

54

2008

61

general average

52,16

The 2008 data shows an increase of 7 workplace injuries compared to the previous financial year with an incidence above the company average. We should remember, with regard to this, that there was an average increase in employees over the course of the financial year of more than 160 units. The data relative to the severity of the injuries is shown below:

_page 9

YEAR

FREQUENCY INDEX

SEVERITY INDEX

Fa

Sa

1997

81.04

1.44

1998

66.47

1.36

1999

52.14

0.84

2000

32.99

0.36

2001

53.27

1.69

2002

44.58

0.87

2003

38.18

0.94

2004

52.78

0.66

2005

49.06

1.01

2006

31.84

0.51

2007

37.56

0.70

2008

37.95

0.69

Â

As can be seen by the above prospectus, for 2008 both the frequency index of 37.95 and the severity index are well below average. It is pointed out that the frequency and severity indexes are calculated with the following formulas: - Frequency index = No, of workplace injuries per 1,000,000 divided by the work hours in the year; - Severity index = No, of workplace accident days x 1,000 divided by the work hours in the year.

A.3 ] Company Social Relations There is no doubt that a large impulse for development comes from the Social Relations base, an absolute element of characterisation of the cooperative system which represents its vital lifeblood. The movement of the partners over the course of the 2008 financial year is summarised by the following prospectus: Labourers 01 Jan 2008 Admissions Withdrawals 31 Dec 2008 partners

Manual

198

29

11

216

Adminis.

245

30

7

268

Executives

17

0

1

16

Total

284

59

19

500

Over the course of 2008 there was an increase in the net withdrawals of 40 partners equal to 8.7%, values which testify to an index of trust toward the Co-operative and the entire group certainly consolidated.

Results, occupational increase and social trust building, in this very difficult time in history, should be evaluated in an absolutely positive manner, above all in the year 2009 in which the Co-operative celebrates 110 years of activity. One hundred ten years

for a company is an important milestone, especially for a co-operative which has crossed three centuries with many economic, social and political ups and downs. 100 years was already an exceptional goal, but in the last 10 years of the centennial we saw extraordinary growth with an occupational and equity development. In 1999 the Group leader had a capital of 23 billion Italin Lira between assets and share capital, equal to about 12 million Euro. At the end of 2009, on a consolidated level, an equity of 110 million Euro is anticipated. Almost 100 million Euro accumulated over 10 years. A hypothetical ten year balance shows personnel growth from 350 to 1250 people estimated at the end of 2009, above all young people. The Group has seen a strong generational turnover, a generation of cooperative workers is no longer with us because 900 people certainly came on board, and therefore we can say that there are currently more than 100 people who did not experience our first 100 year anniversary.

We are completely different in the structure and in the organisation which today is distributed evenly over the entire national territory with 9 territorial areas which operate in ample autonomy although they are connected with the main headquarters. The grand opening of the new branch in Bologna shows that we are strengthening in a territory which sees our company becoming more and more at the centre of the cooperative Emiliano Romagnolo Movement, and therefore national. Our consolidated turnover, anticipated to increase about 300 million Euro in 2009, will be quadrupled compared to the 150 billion lira in 1999. It is not easy to talk about development in an economic context like the one in which we live. A globalized economy has given rise to a globalized crisis which took all of the economic players by surprise - both economic and manufacturing players. This crisis is different because there are no happy islands. Today we have already made a marked presence abroad which 10 years ago was absent and which, in 10 more years, we hope will represent 25-30% of our turnover, exactly to guarantee that development that a solely national context cannot guarantee us, at least with the growth rate of the last decade. For the remaining 70% we look to the national market made up of services, renewable energy sources, new development strategies of our network construction activities, more and more accompanied by that estimated equity of 110 million Euro which aids the company’s economic activities.

If our Group, with its annual turnover, did not have this equity handed down from the previous generations - in other words, if the partners were to have simply distributed the wealth produced without set-

ting anything aside for us -. today we would have a company with less resources to face the market.

Those people would have been better off individually, but they would have left a weak Group, without strong opportunities to provide work for many.

When we speak of a co-operative, we speak of a company which tends to improve the conditions of the present and future men and women in the company. Of the present men and women, giving them a true job, remunerated, differentiated by qualities; also creating, however, the conditions so that those who come after us may find greater knowhow, greater capital, greater intangible value derived from positive knowledge, from the references, the reputations which the market and the people have from our company. This is the value that the Group leader in its 110 years has built. In the co-operative, we must work to be remunerated, but part of the profit produced is set aside in favour of future generations. In the words of Martino, the historic president of the Coop Construction of Bologna: “In a cooperative more than just what is divided up must be produced, and if there is no economic company validity then there is not even social relations”. If we in our economic income statement were to lose, we would effect part of that which we have set aside.

This means not only that we, selfishly, have wanted to live beyond our means in the market, but above all that we have not contributed to the improvement of future generations. “Generate true work” in the present and the future, beginning with the work performed in the past.

total amount of added value

70,000

55,685

(data in thousands of euros)

62,495

71,596

_page 10

60,000 50,000 40,000 30,000 20,000 10,000 0

2008

2007

2006

It is from here that the ability of CPL CONCORDIA to grow and develop together with the territory and the individuals with which it has relationships originates: the creation of wealth in the present is subjected to limits which bind the partners and the labourers of today to the partners and labourers of tomorrow.

“Generate true work” to return work and well being to all of those having an interest in a socially responsible manner, listening to the needs of the people of today and tomorrow.

CPL CONCORDIA economic progress Year 2008 Year 2007 250,000 200,000 150,000 100,000 50,000 0 Costs of Components Wealth Value of distributed production production and extraordinary accessory

The Co-operative has shown that after 110 years of history it still desires to “act social” always placing people at the centre of its interests, seeking always evolution and integration within and without the organisation. The aforementioned principles and standards tied to the co-operative model define and regulate even the distribution methods of the Value Added among the various interested parties. From the analysis of the 2008 results, some reflections arise regarding the following subjects: personnel, external financiers, public administrations, company system, collectivity, co-operative movement, partners and shareholders.

_page 11

Determination prospectus of Value Added (expressed in Euro) 2008 Proceeds from sales and performances

2007

2006

205,215,858

91.04%

179,562,310

90.23%

172,845,785

93.88%

Change invent. fin. prod. semifin. and works in progr.

7,101,390

3.15%

2,658,347

1.34%

(2,444,283)

-1.33%

Other income and earnings

2,557,229

1.13%

4,172,220

2.10%

3,771,923

2.05%

Proceeds from Typical Production

Proceeds from atypical productions (increase in assets for internal works)

214,874,477

A) VALUE OF PRODUCTION

Consumption of Raw materials and Consumables

95.32%

186,392,877

10,543,087

4.68%

93.67%

174,173,424

12,604,307

6.33%

94.60%

9,945,241

5.40%

225,417,564 100.00% 198,997,184 100.00% 184,118,665 100.00%

(67,855,618) -30.10% (63,848,770) -32.09% (53,925,418) -29.29%

Costs for services

(72,204,952)

-32.03%

(62,556,747)

-31.44%

(63,688,996)

-34.59%

Costs for use of third party property

(10,273,462)

-4.56%

(7,677,374)

-3.86%

(9,169,583)

-4.98%

(1,928,915)

-0.86%

(1,103,941)

-0.55%

(1,255,005)

-0.68%

Various management expenses B) COST OF PRODUCTION

GROSS VALUE ADDED

Proceeds from shares

(152,262,948) -67.55% (135,186,833) -67.93% (128,039,002) -69.54%

73,154,617 32.45% 63,810,351 32.07% 56,079,664 30.46%

1,100,344 0.49% 91,550 0.05% 550,195 0.30%

Financial activity rectifications

(2,658,698)

-1.18%

(1,406,642)

-0.71%

(2,347,069)

-1.27%

0

0.00%

0

0.00%

1,402,234

0.76%

Balance Extraordinary Management

C) ACCESSORY AND EXTRAORDINARY COMPONENTS (1,558,354) -0.69% (1,315,093) -0.66% (394,640) -0.21%

GROSS OVERALL VALUE ADDED 71,596,262 31.76% 62,495,259 31.41% 55,685,024 30.24%

Distribution prospectus of Gross Value Added (expressed in Euro) 2008

Gross Remuneration

Refund

2007

2006

309,236

263,489

224,445

1,200,000

1,100,000

750,000

Revaluation of social quota

164,926

74,655

74,815

Profits distributed to the Shareholders by the Coop.

608,862

612,787

625,883

Social Utility Expenses

188,001

239,372

190,457

2,471,025

2,290,304

1,865,601

TOTAL PARTNERS AND SHAREHOLDERS V.A. Incidence

Direct Remuneration

3.45%

Salaries and Wages

PERSONNEL TOTAL V.A. Incidence

3.66%

3.35%

36,464,499

30,800,065

26,775,219

30,729,255

25,900,306

22,444,016

SEVERANCE INDEMNITY

1,993,795

1,723,462

1,486,411

Expenses for personnel

3,741,450

3,176,297

2,844,793

9,925,126

8,373,756

7,096,185

9,925,126

8,373,756

7,096,185

46,389,626

39,173,821

33,871,404

64.79%

62.68%

60.83%

Indirect Remuneration

Social Costs

2008

Direct Taxes

Indirect Taxes and other Taxes or Costs

3,967,287

PUBLIC ADMINISTRATIONS TOTAL V.A. Incidence

Net Financial Burden

Bank Interests

Interests on Debenture loans

Interests on loans from Partners

Other

4,172,062

Mutualistic Funds

Associative Contributions to the Co-operative union

1,214,608

1,034,795

5,386,669

6,169,096

8.62%

2,432,387

2,763,220

3,357,191

3,278,902

3,453,363

0

0

0

215,508

150,029

108,723

64,520

40,109

122,323

1,016,049

1,036,653

921,189

744,832

711,738

640,541

3,366,002

3,144,125

3,403,761

4.70%

5.03%

176,391

106,582

196,975

183,817

184,635

402,117

360,208

291,216

TOTAL COLLECTIVITY V.A. Incidence

Ammortisations and Provision Funds

Profits destined for Reserve

0.58%

149,971

166,194

346,685

149,971

166,194

0.48%

V.A. Incidence

GROSS OVERALL VALUE ADDED

0.24%

0.30%

7,707,586

7,237,795

7,396,758

5,549,894

4,752,365

2,520,995

13,257,480

11,990,160

9,917,753

18.52%

19.19%

71,596,263

Its distribution can be summarised in the following graphic:

0.52%

346,685

TOTAL COMPANY SYSTEM

6.11%

205,142

0.56%

Liberal allocations

11.08%

2,621,170

TOTAL CO-OPERATIVE MOVEMENTS

5,134,301

1,396,041 7.49%

V.A. Incidence

2006

5,363,329

- Accruals Interests Expenses and Bank Commissions TOTAL EXTERNAL FINANCIERS

17.81%

62,495,259

55,685,024

allocation of value added 60 % 50 %

0%

Human Public Adm. External Fin Coop. Mov. Collectivity Impresa Resources

3.45 %

0.56 %

10 %

4.70 %

20 %

7.49 %

30 %

18.52 %

40 %

0.48 %

V.A. Incidence

2007

64.79 %

_page 12

Partners and Shareholders

_page 13

dependent personnel productivity indicator (amount in Euro)

250,000

241,309

300,000

234,944

230,724

350,000

200,000 150,000 100,000

140 120 100 80

31

60 40 20 0

2008

2007

A very important characteristic of Co-operative mutuality is that of also turning to “non partners”; Cpl reserves part of its produced income for initiatives of particularly social value in such a way so that the company manifests its “social citizenry”. The search for meaning and the motivation of acting “social” comes through a process in continuous evolution, synthesis and integration of various researchable elements both outside and inside the organisation.

In 2008 the Co-operative distributed 48% of the wealth generated to the Collectivity (equal to 346 thousand Euro), compared to the 24% in 2007 (149 thousand Euro) and 30% in 2006 (166 thousand Euro). These contributions went toward financing associative agencies, non profit cultural and sports associations, cultural, sporting and folkloristic initiatives and manifestations.

CPL CONCORDIA is very sensitive to the activities of the Municipal Administrations - for the organisation of events and manifestations - and Sports Associations, especially wit hregard to activities in the youth sectors.

CULTURAL ASSOCIATIONS

2008

2007

2006

2006

Collectivity

List by Category of Contributions to the Collectivity

25,000 0

jobs created excluding resignations 129

The dependent personnel is the interested party which obtains the most relevant quota from the Cooperative. The value destined for the workers is a tangible sign of how the co-operative remains faithful to its mission of “generating true work” in the reference territory.

The significant increase in personnel cost compared to previous years is, as in 2007, to be attributed to the new company organisation which, together with the acquisition of important contracts, even now generates human resource needs. The personnel cost is a fundamental and characterising element for a production and work co-operative. This cost should be compensated by the positive economic results deriving from the productive activity.

The analysis of the production Value of the Group leader compared to the number of employees shows a drop in productivity (going from 241,309 Euro in 2006 to 234,944 Euro in 2007 and finally to 230,724 Euro in 2008). This data is justified by the decision to increase the company body in the face of investments which will bear results in the future. The good trend of the Co-operative is in any case demonstrated by a production Value equal to 225 million Euro, increased by 13.28% compared to 2007, and by a profit of 6.8 million Euro (+16.30% compared to 2007).

130

Personnel

2008 63,501

LOCAL SPORTS ASSOCIATIONS

177,317

AGENCIES AND MUNICIPALITIES

16,432

SCHOOLS

21,652

AGENCIES AND ENTREPRENEURIAL ASSOCIATIONS

67,783

TOTAL

346,685

Co-operative movement

net investments for employees (amount in Euro)

14,000

13,717

12,000 10,000

7,163

CPL CONCORDIA supports, contributing to the distribution of the model which it promotes, the Cooperative Movement, both through deposits of a quota of the Operating Profits in Mutualistic Funds for the promotion and development of the Co-operation as well as through Associative Contributions.

In accordance with the normative which regulates the co-operation (law 59/92), the funds amount to 3% of the operating profit.

14,436

_page 14

8,000 6,000 4,000

Partners and Shareholders CPL CONCORDIA has the partners and shareholders and its main contact points and it is precisely from them that the most significant responses came.

Besides the gross remuneration of the partner capital (equal to 6.00% gross of the Share Capital), the partners can benefit from the distribution of a refund equal to 1.2 million Euro in accordance with the directives set forth in the normative and the Co-operative Association. CPL CONCORDIA has destined 188 thousand Euro over the course of 2008 for expenses in social burdens. The value is the fruit of the following factors: contribution in kind, trips, social banquets and parties for the partners and children, conventions for periodical subscriptions, theatres and more. The Co-operative’s capital is also made up of the capital underwritten by the shareholders of co-operative stock (Banks and private individuals) equal to 6.6 million Euro, which have also obtained in 2008 a yield of its own capital equal to 8% gross.

CPL CONCORDIA is made up of partners and their families. The Co-operative always operates with respect for these and in the effort to improve the quality of their lives in the present and the future.

Partners and Shareholders 3.45% Impresa 18.52% Collectivity 0.48% Coop. Mov. 0.56% External Fin 4.70% Public Adm. 7.49% Human Resources 64.79%

2000 0

2008

2007

2006

A.4 ] Operative Branches The Group leader and the entire group operates today, as previously mentioned, in 9 Areas, each at a group level with various branches, distributed over the national territory as well as other three foreign branches. The branches and their relative areas are listed below.

Bologna Area: Bologna Northwest Area: Melegnano Branch Northeast Area: Padua and Lavis (TN) Branch Fano Area (Marche, Umbria and Romagna): Fano Branch St. Homer Area (Abruzzo - Molise and Puglia): St. Homer Branch Tuscany Area: Arezzo Branch Central Area (Lazio and Sardinia): Rome Branch South Area: Naples Branch Romania: Cluj Napoca Branch Greece: Athens Branch Algeria: Algeria Branch

_page 15

B] The Group

Over the last ten years there has been a development in the Group Leader and it controlled and connected companies. Today the Group has a structured which is articulate and made up of different companies, all, with the exception of real estate, operating in the complex energy division.

B.1 ] Group Structure Updated on 31/12/2008

100%

Immobiliare della Concordia S.r.l. (IT)

Ischia Gas S.r.l. (IT)

100%

Pegognaga Servizi S.r.l. (IT)

50%

54%

AI Power S.p.A. (AL)

Erre Gas S.r.l. (IT)

100%

Fontenergia S.p.A. (IT)

49%

51% 90%

Concordia Service Maghreb S.a r.l. (TN)

CoopGas S.r.l. (IT)

100%

100% 100%

Marigliano Gas S.r.l. (IT)

Energia della Concordia S.p.A.

50%

Cristoforetti Servizi Energia S.r.l. (IT)

Serio Energia S.r.l. (IT)

100% CPL Concordia Filiala Cluj

Sarda Finanziaria S.r.l. (IT) 73%

Sarda Reti Costruzioni S.r.l. (IT)

40%

Teclab S.r.l. (IT)

35%

44%

Coimmgest S.p.A. (IT)

45%

Romania S.r.l. (RO)

Nuoro Servizi S.r.l. (IT)

70%

Progas Metano S.r.l. (IT)

CPL Hellas A.B.E. & T.E. (GR)

100%

Compagri S.p.A. (IT)

20%

100%

Tradenergy S.r.l. (IT)

Si.Gas S.r.l. (IT)

100%

Agrienergia Soc. Cons. a r.l. (IT)

20%

CPL Distribuzione S.r.l. (IT)

100%

X Datanet S.r.l. (IT)

30%

Crist Gas S.r.l. (IT)

50%

60%

Enerfin S.r.l. in liquidation

Group Leader Directly controlled Company Indirectly controlled Company Directly connected Company Indirectly connected Company

_page 16

B.2 ] Description and progress

of the Group companies B.2.1 ] Controlled companies COOPGAS S.r.l.: this is the Group sales company in accordance with Legislative Decree 164/2000.

Over the course of the financial year the company has served more than thirty two thousand users, selling more than 25.5 million cubic metres of gas.

The economic result of this manage has determined and represented a net profit of 360,975 Euro, a result which should be considered absolutely satisfactory compared to the expectations. The net equity of the company reached 4.6 million Euro against a registered share value of 2.5 million Euro.

ENERGIA DELLA CONCORDIA S.p.A: this company whose entire share packet is held by Co-opgas S.r.l. has two construction, sales and management contracts for the use of biogas, the first with a small agricultural company in the country and the second of about 4 million Euro having to do with the Francavilla Fontana landfill in Puglia. Over the course of 2008 a contract for the realisation and management of a photovoltaic system in the Municipality of Torano (TE) was also acquired. The activity performed during the financial year served to complete the Francavilla Fontana system which began providing electrical energy at the end of the year even if the commissioning took place at the beginning of 2009. As an result of the proceeds gained from the Francavilla Fontana project the company was able to draw a positive balance in 2008 equal to 13,476 Euro.

IMMOBILIARE DELLA CONCORDIA S.r.l.: this company, over the course of the 2008 financial year, substantially managed two initiatives. The first has to do with the construction and sales of land and apartments in the lot called Borgoverde located in the Municipality of Carpi (MO). The second is the management of the hotel located in the Municipality of San Possidonio. As for the first initiative, this has continued according to plan, generating a substantial balance. The second has determined a loss over the financial year which amounts to 346,688 Euro.

With regard to the hotel management activity, it should be pointed out that, as foreseen in the com-

pany restructuring plan, over the course of 2008 all of the strategies which the administrators had put into place as financial year goals were implemented.

In particular the leasing contract was acquired for the property used as a hotel and immediately redeemed, with a contextual increase in share capital and levelling of the back losses. As a result of this operation the share capital was brought to 8 million Euro. Under the economic profile, this operation led to the replacement of the rent, with the amortisations, without the burden of financial expense, in the the financing dispensed from the controlling company is non-interest-bearing.

This new set up allowed for review of the three year development plan which foresees a 2009 still under stress, a balance in 2010 and the first profits in 2011. Finally, considering the implicit value of the property, together with the income considerations, the administrators of the group leader deemed the 2008 loss recoverable through the future profits, therefore not deeming it opportune to devalue the registered value of the shares in the Co-operative’s balance statement.

CRISTOFORETTI SERVIZI ENERGIA S.r.l.: this company, established in April 1996, operates in the heat management sector in the Trentino Alto Adige region, represents a notable strong point on the group’s strategic chess board. Over the years the company has expanded its range of actions, acquiring contracts in Veneto and in Friuli Venice Giulia.

The company is also operating in Gpl distribution in the Municipalities of Ferrara di Monte Baldo (VR) and Vigo di Ton (TN).

The company, whose profit during the financial year amounts to 223,965 Euro, has always produced good income results considers that the value paid fully represents it future potential. During the 2008 financial year the share capital was increase by another 500 thousand Euro divided up pro quota among the partners with the purpose of further increasing the equity of the company by injecting necessary liquidity in order to face the continuous typical investments, moreover, of the companies which are involved in heat management, which must face large initial investments in the face of long term jobs and always drawn out collection times. It is deemed that, in consideration of the company income and and the

_page 17

future prospectus, over a short period the existing difference can be recovered between the share cost and the reference net equity.

ERRE.GAS S.r.l.: this company, the purpose of which is the distribution of liquid propane Gas in the Municipalities of Sapri and Camerota (SA), closed its balance with an operational loss of 264,119 Euro.

The annual loss is generated, as in all of the previous financial years, by the start up period of the company, therefore an effective imbalance between the investments made and the users connected, which have been an average of around 1,560 units for the 2008 financial year, which is an increase from the previous year of about 250 connected users.

Thanks to the customer loyalty building campaign, the users are continuously increasing and this gives us hope for the future. With regard to this, the company prospectives are mainly tied to the process of reconverting systems from Gpl to methane through construction, managed by Snam Rete Gas, of hook up points to the national network in an area nearby Sapri. The systems realised by Erre.Gas S.r.l. were designed to be converted from Gpl distribution to methane gas distribution without significant transformation costs. The forecasts for the construction of the hook up point are continuously postponed and now it is hypothesised that the work will be completed at the end of 2010. This will allow the conversion of the systems to methane and contextually will allow the company to acces the financing in c/capital foreseen by law 784/80. With the long awaited arrival of the contributions together with the physiological increase of the connected users, the company will reach the goal of halving the amortisaion and financial burden costs which, with the increase in proceeds, are the funamental factors to lead the company to producing income. The conversion of the distribution network from Gpl to methane gas is foreseen for the 2011 financial year with an investment forecast of 600,000 Euro for upgrade work and construction of the decompression stations.

Based on these presuppositions, the company three year plan was dawn up which forecasts another loss in 2009, but profits beginning in 2010. With the awaited conversion of the system from Gpl to methane gas and the consequential dispensation of the contributions, the company, besides resetting its indebtedness and havling the value of the investments, will be able to produce significant profits.

At the end of 2008, the group leader destined a quote of the interest bearing loan of1 million Euro to future increase of share capital, with consequential increase in company equity and contextual de-

crease in the financial load.

For these reasons the administrators of the Cooperative considered the loss non-lasting and the difference between the registered share value and the corresponding fraction of net equity will be recovered through future profits.

MARIGLIANO GAS S.r.l.: this company, established in 2002, is the classic aimed company, created for the construction and subsequent management of the gas distribution in the Municipality of Marigliano.

The company was controlled at 99.5% by the Cooperative at 31 December 2008 and at 0.5% by E. on Rete Mediterranea S.r.l. With regard to this, it is pointed out that on 27 January, 2009, the group leader aquired the remaining 0.05% of the shares from E. on Rete Mediterranea S.r.l. at a nominal value of 6,000 Euro, thereby becoming sole shareholder.

During the financial year the company expanded the gas distribution network of the Municipality of Marigliano, providing for the delivery of methane gas to the sales company Coopgas S.r.l.

The economic result of the financial year, due to the constant increase of users, improved steadily. The year profits achieved in 2008 amount to 85,153, a result which is to be considered absolutely positive and in line with the expectations. We also remind you that during the 2006 financial year the company had stipulated a Financing contract with the Banca Popolare dell’Emilia Romagna for 5,000,000 Euro the clauses of which anticipated deposits by the partners of sums for “Reserve for future Increase in Share Capital”. At the closing date of this balance statement the group leader deposited 2.3 million Euro received by the company in an item of the net equity. With regard to the financing dispensed

by Banca Popolare dell’Emilia Romagna, a lien was established on the company shares in favour of the credit institution as a contract guarantee for a maximum amount of 5 million Euro. Due to the 2008 results and future forecasts, it was deemed opportune to revaluate the share value through the use of a fund prudently set aside in previous financial years, equal to 160,741 Euro, having considered it to be excessive compared to the effective difference between the net equity and the share value.

SI.GAS S.r.l.: this company, the shares of which were purchased in July 2006, takes care of managing the gas distribution network in the Calabria Basin 30, a basin which includes about ten Municipalities located in the province of Reggio Calabria where the most significant is Villa San Giovanni, as well as another five Municipalities located in the same

_page 18

provice, but outside of the Calabria Basin 30 which are Melicucco, San Giorgo a Morgeto, Rosarno and Cinquefrondi.

As a result of this latest acquisition, the company has reached almost 9,200 users, performing distribution service of 8.4 million cubic metres of gas.

The company produced an annual profit of 83,320 Euro, a result which should be considered perfectly in line with the forecasts and expectations.

NUORO SERVIZI in liquidation S.r.l.: At the end of the 2006 financial year this company had conceded its activity to the Consortium for the area of Industrial Development in Central Sardinia. In the first months of 2007, with planned lay-offs of the 10 remaining units, the company activity closed definitively and in the 2008 balance statement there is only credit with the Consortium and the debts toward the Social Security Institutions and a residue with the employees, besides the financing obtained to advance considerable sums to the employees which were not transferred with the Company Branch, but who adhered to the worker mobility procedures.

The closing of the liquidation is obviously tied to the collection of the price of concession to the Company Branch which for the moment has not yet been collected in that it is tied up by the dispensation of a contribution from the Ministry of Economic Development with the approval of the Sardinia Region for a total of 10,000,000 Euro. Part of this contribution would clearly serve Consorzio ASI to pay the price of concession to the company branch to Nuoro Servizi.

In the current state, it is pointed out that a Government initiative bill is currently in the Senate (No. 1441 - Dispositions for the development and internationalisation of companies as well as in the energy field), already approved by the Chamber of Deputies on 4 Nov 2008 where in art. 2 comma 10 the implemenation of the programme agreement “underwritten 26 July 2006 between the Ministry of Economic Development, the Region of Sardinia, the ASI consortium of Ottana and Nuoro Servizi S.r.l. for the reorder of the infrastructure and services in the crisis areas of Ottana in the amount of 7 million Euro...� is foreseen.

Based on the available news and information, we will not need to wait long for the definitive approval and consequential, long awaited dispensation of the

contribution to the ASI Consortium. Only payment by the Asi Consortium of the price of concession of the company branch to Nuoro Servizi will, in fact, provide the necessary resources to close the liquidation providing for the payment of all debts in the balance statement, firstly what is due the laid-off employees and the relative contributions.

In the meantime the company has drawn a loss of 224,409 Euro, essentially due to the general management expenses of the liquidation and the financial burdens connected with the financing obtained from the Banco di Sardegna to advance sums to the employees whilst awaiting the balance of the concession of the Company Branch from the Consortium for the area of Industrial Development of Central Sardinia. The Group leader has perceived this loss in its balance statement providing for an adjustment of the share value to the corresponding fraction of the company Net equity.

CPL HELLAS A.B.E. & T.E.: this Greek company brought all of its contracts to a close during the 2008 financial year. Considering the poor economic results obtained in the Greek territory, at the beginning of 2008 it was decided to end our experience on the Hellenic territory. In fact, the 2008 financial year was meager and unstable, particularly with regard to invoice collection for the works performed on which relevant litigation exists with the contracting stations.

The annual result of the company suffers mainly from the lack of recognition for the works performed or the consensual resolution of works which the company administrators decided not to perform in order to speed up the process of closing the company. The company has therefore closed the 2008 balance statement with an annual loss of 2,455,022 Euro. The administrators’ decision to pay every pretext or collectability risk known to date during the 2008 financial year contributes to this loss, as well as the willingness not to have any further losses in future financial years. For this reason, as in previous years, sums relative to price revisions and claims already documented to customers were not considered in the balance statement which amount to a total of 1,867,000 Euro.

In the meantime all of the employees were laid off and liquidated and relationships with technicians, subcontractors and consultants were terminated.

_page 19

Only the contracts with the attorneys which will follow up on the credit recovery and price revisions as well as the company which follows the accounting remain. Considering this situation, the Ordinary Shareholders Assembly on 12 December 2008 decided to destine a consistent part of the debts toward the Greek branch, specifically in the amount of 2,536,678 Euro, to cover the back losses. Due to this situation the group leader devalued the shares adjusting them to the corresponding fraction of net equity. The administrators, finally deeming to have paid every further risk of future burdens or losses in the 2008 financial year, did not recognise the necessity to perform any further setting aside for future losses, also with regard to the possibility of collecting all or part of the price revisions and claims which have not be recorded to date.

CPL CONCORDIA FILIALA CLUJ ROMANIA S.r.l.: this company which manages distribution and sales of methane gas in about thirty Municipalities located in the region of Transylvania in Romani, today has more than 11,500 users with more than 19,600 and six hundred cubic metres of gas sold.

The company drew a balance in Romania in accordance with the application of the Romanian Accounting principles, an annual profit of 43,381 Euro which, due to the application of the accounting principles prepared by the Italian Accounting Body (OIC) with regard to the use of the reserves of positive and negative components not transferred to the economic account for the latter, the result is rectified in negative to 110,429 Euro and to positive due to the reconstruction of the oscillation change reserve at the increase of share capital of 151,931 Euro, giving origin to a profit of 84,842 Euro, a result which, in any case, suffered greatly from the exchange rate trend consequential to the serious international crisis which struck the financial markets. In fact, the company, having relationships both with credit institutions and with the home office, in Euro, registered losses on the exchange rate in 2008 equal to 280,002. It is evident that, without this effect, the ordinary management would have produced a profit close to 365 thousand Euro.

In consideration of the persisting fluidity situation in the financial markets and with the intention of avoiding further counterblows deriving from losses in the exchange rate, the Group leader has decided to transform the existing interest bearing financing at the end of the 2008 financial year into an increase in share capital. On 17 December 2008 the Cluj Chamber of Commerce therefore recognised the increase in share capital for 2,540,000 Euro, bringing

it to 8,804,556 Euro with deed homologation of 22 December 2008.

CONCORDIA SERVICE MAGHREB S.a r.l.: this Tunisian company was established in Tunisia on 18 December 2007 with the purpose of becoming a point of observation for future activities to be developed in the Maghreb area, which includes Morocco, Tunisia and Algeria. The company was registered in 2008. During the 2008 financial year the company did not perform any significant activities. In fact, the annual movements are exclusively related to typical administrative activites of a company in the start up phase. The annual Balance statement shows a loss of 5,544 Euro which is deemed recoverable when activity begins. Finally, it is pointed out that the Cooperative holds 90% of the company shares and that the share capital amounts to 18,000 Tunisian Dinar.

SERIO ENERGIA S.r.l.: this company, established on 27 February 2003, came about for the management of the heating systems in the Bolognini di Seriate (BG) hospital. The Co-operative holds 40% of the company shares, but has actual control of the same as provided by the activities which it should perform relative to the project which determined its establishment. The period results show a profit of 340,341 Euro.

ISCHIA GAS S.r.l.: this company was formed on 01 April 2005 with an act by Notary Silvio Vezzi of Modena with item 111359 assembly 16678, for the construction and subsequent management of methane gas distribution services in the territory of the Municipality of Ischia (NA). During the year only the construction of the network and the first hook ups were performed. The result, which obviously suffers from this situation, shows a loss of 96,381 Euro. It is pointed out that a Financing contract exists with the Banca Popolare dell’Emilia Romagna for 6,000,000.00 the clauses of which provide for the deposit of certain sum by the Partners to be destined toward a Net equity reserve called “Reserve for future Share Capital Increase”, deposits which the Co-operative has made at the date of 31 December 2008 in the amount of 2,550,000.

With regard to the financing dispensed by Banca Popolare dell’Emilia Romagna, a lien was established on the company shares in favour of the credit institution as a contract guarantee for a maximum amount of 6 million Euro. Considering the vast investments made, even beyond anticipations, and the meager number of users, the three year plan shows an initial phase of economic financial difficulty.

_page 20

For this reason the administrators of the Co-operative decided to adjust the share value to the corresponding fraction of net equity, performing a devaluation of 152,600 Euro, also providing for further setting aside to cover future losses estimated by the administrators in the amount of 400,000 Euro.

PROGAS METANO S.r.l.: this company was established on 23 April 2007 before Notary Silvio Vezzi of Modena who registered the act with item No. 114585 assembly 17714. With an act registered with the Naples Internal Revenue Office on 23 September 2008 at No. 20263, the Co-operative conceded 30% of the company shares to Naturgas S.r.l. at a price of 66,000. The company was started in order to “methanise” the Isle of Procida, of which only the preliminary activities have been performed at the moment. The annual result, which was determined exclusively by the sustaining of general administrative expenses, drew a loss of 4,803 Euro.

The future developments of the company are not yet in evaluation phase.

AI POWER S.p.A.: this company was established in Algeria on 7 April 2008 and registered on 12 April 2008 for the purpose of managing typical activities of the Co-operative on Algerian territory. The Co-operative holds 54% of the share packet, 1.1% is held by another Italian partner and the remaining 45% is held by Algerian partners.

During the 2008 financial year the company began to acquire contracts, developing a production value of about 400 thousand Euro, aiming to define its operative structure. The result of this first year of activity shows a profit of 5,270 Euro. Considering the great opportunities present in the Algerian market, a very interesting future development is expected.

FONTENERGIA19 S.r.l.: this company was established on 23 December 2008 before Notary Antonio Garau who registered the act with item No. 17583 assembly 5157. The Co-operative holds 51% of the shares of Share Capital which amounts to 10,000 Euro. The company was established for the construction and subsequent management of the gas distribution and sales system in the Sardinia 19 basin which includes the Municipalities of Terralba, Marrubiu, Mogoro, Palmas Arborea, San Nicolò d’Arcidano,

Santa Giusta and Uras. The company was registered in January 2009, therefore the 1st balance was not closed, which will take place in 2009.

CPL DISTRIBUZIONE S.r.l.: this company was established on 28 November 2008 with an act stipulated before Notary Silvio Vezzi of Moden who registered it with Item 117045, assembly 18486. The shares of the company are held entirely by the Cooperative. The company was established with the purpose of acquiring the concessions present in Cpl and in Sigas during 2009 in order to become the sole container which takes care of the distribution activities as provided for by article 14 of legislative decree 164/2000.

The company was registered in January 2009, therefore the 1st balance was not closed, which will take place in 2009.

TRADENERGY S.r.l.: this company’s sole asset is the share of 60% of Enerfin S.r.l. in liquidation, the holding which holds 99% of the shares of HOlding Intergas S.A., an Argentinian company which possesses the shares of the gas distribution company in the Municipalities of San Francisco and paranà, Emprigas S.A. and Redengas S.A. The entire group, which is subject to profound corporate restructuring, was clissified in the current assets, while the value of the Tradenergy shares was completely devalued.

B.2.2 ] Connected companies FONTENERGIA S.p.A.: this company, which takes care of construction and management of gas distribution networks in basin 22 or the Ogliastra basin, was the object of some variations in the corporate structure during the 2008 financial year and the first months of 2009.

The first variation deals with the old majority partners who decided to leave the distribution market in Sardinia in order to diversify their business. Interested in investing in energy assets, they showed themselves to be financial partners, which are Cooperare & Sviluppo and Sofinco S.p.A., financing companies in the co-operative movement.

The acquisition operation was perfected in two moves. On 22 December 2008, the Sofinco controlled company, Coimmgest S.p.A. (of which the

_page 21

Co-operative holds the minority share packet) acquired 51% of Fontenergia S.p.A. shares at a price of 4,780,000 Euro. On 24 April 2009, the 51% was conceded, in 3% to Sofinco S.p.A. and 48% to Cooperare & Sviluppo S.p.A., at the same total value.

In the agreements and negotiations, the technical administrative management will be entrusted to Cpl, while Sofinco and Cooperare & Sviluppo will jointly control the governing of the company. Not having a dominating influence over the company, and considering that Coimmgest S.p.A. registered the shares of Fontenergia S.p.A. in its current assets in that it is destined for sale, the Co-operative continued to consider the company among those connected, actually maintaining 49% control without having actual control.

It is also pointed out that, also on 24 April 2009, there was an increase in company share capital which raised it to 7 million Euro.

As for the ordinary management of the company, it is pointed out that with regard to the amount of contributions in the systems account, allocated in the 2007 balance statement, the company invoiced the Municipality of Lanusei the sum of 9,577,997.43 Euro against a total allocation of 13,244,080.50 Euro from the region. The Municipality of Lanusei liquidated the sum of 9,262,397.94, therefore there is a residual credit in the company’s favour of 315,599.49 Euro on the invoice already issued and 3,666,083.07 Euro for allocated contributions yet to be invoiced to the Municipality of Lanusei. This amount was classified by the company among the short term credits in that the residual sums can be invoiced during the 2009 financial year. The annual result drawn by the company shows a profit of 285,389 Euro while from the valuation with the method of net equity, a share value of 274,008 Euro emerges.

PEGOGNAGA SERVIZI S.r.l.: this company was established on 15 April 2007 before Dr. Silvio Vezzi, Notary from Modena who registered the act with item No. 111410 assembly 16693. It was formed for the management of cemeterial services in the Municipality of Pegognaga (MN). The Co-operative holds 50% of the shares while the remaining 50% is held

by Mazzola & Bignardi Servizi S.r.l.

The annual result drawn by the company shows a profit of 48,313 Euro while from the valuation with the method of net equity, a share value of 89,512 Euro emerges.

TECLAB S.r.l.: this company, of which the Co-operative holds 35%, was acquired on 22 April 2004 with an act registered with the Registry of Businesses of La

Spezia at Prot. No. 4365. The company, which takes care of design and realisation of software for remote control operation, was acquired as an ideal partner for our ex Systems Division and for the ICT sector.

Following the restructuring which it underwent in the previous financial year, the company produced a result which can be considered satisfactory, above all in relation to the current stagnation of the reference market in which it shows a profit of 29,137 Euro while from the valuation with the method of net equity, a share value of 50,424 Euro emerges.

COIMMGEST S.p.A.: this company was established on 14 May 2007 before Notary Silvio Vezzi of Modena who registered the act with item No. 114655 assembly 17735. The majority packet of 55% is held

by Sofinco S.p.A. while the Co-operative holds the remaining 45%. The company was founded to manage real estate assets in the Co-operative world and at present has acquired leasing contracts inherent to the properties in the Concordia sulla Secchia headquarters, Melegnano, Milano, Bologna, Fano, Padua and the new property on Via Grandi, 43-45.

The company then stipulated for each of these properties rental contracts with the Co-operative.

In the preparation of its annual balance statement the company utilised international accounting principles, specifically in the valuation of the Io IAS 17 leasing contracts.

It is further pointed out that there is an option deal in the company shares which the Co-operative can take advantage of, for the acquisition of the remaining 55% held by the majority company, to be exercised no earlier than two years from the date of establishment and by 31 December 2017.

The annual result drawn by the company shows a profit of 40,133 Euro while from the valuation with the method of net equity, a share value of 78,193 Euro emerges.

AGRIENERGIA SOC. CONS.: On 9 April 2008 the Co-operative acquired 20% of the company paying the nominal value of 2,000 Euro. This is a consortium company which currently needs to level costs connected with management of the common costs sustained by consortiums for the realisation and management of technological and organisational systems and procedures aimed at taking advantage of vegetable biomasses for the production of electricity.

The annual result drawn by the company shows a loss of 4,710 Euro while from the valuation with the method of net equity, a share value of 642 Euro emerges.

_page 22

COMPAGRI S.p.A.: On 9 April the Co-operative acquired 20% of the company as is shown by the act stipulated with Dr.Umerto Tosi, Notary. The purpose of the company is the management of a compost waste system and the relative production and sale of electricity. With an act stipulated by Notary Umberto Tosi of Bologna registered with the Internal Revenue Bologna office 1 on 14 January 2009 and stipulated on 28 December 2008, the Co-operative acquired another 2.22%. The quota held today by the Co-operative is 22.22%. The Co-operative decided to invest in this company in order to enter into a sector which can offer interesting business opportunities. The annual result drawn by the company suffers from the reduced activity, showing, in fact, a loss of 236,928 Euro while from the valuation with the method of net equity, a share value of 331,065 Euro emerges.

X DATANET S.r.l.: On 13 May 2008 the Co-operative acquired 30% of the company shares as is shown by an act stipulated by Notary Silvio Vezzi of Modena which he registered with item No. 116205, assembly 18215. The value paid for the 30% of the X DATANET S.r.l. shares is equal to 195 thousand Euro. The company deals with the development and maintenance of software, integrating itself with the Co-operative’s sector called Information & Communications Technology. The company closed the 2008 financial year with a profit of 46,169 Euro, while from the valuation with the net equity method a share value of 191,159 emerges.

SARDA FINANZIARIA S.r.l.: at 31 December 2008 Sarda Finanziaria S.r.l. (SAFIN) was 51% controlled

by Fontenergia S.p.A. We remind you that the company is currently the sole shareholder in Sarda Reti Costruzioni S.r.l. The shares of Safin were classified by the connected Fontenergia among the shares which do not constitute fixed assets in that they are destined to be acquired directly by Cpl. In fact, 51% of the shares possessed by Fontenergia were conceded to the Co-operative on 16 March 2009 at the price of 604,000 Euro.

On 30 April 2009, CPL CONCORDIA subsequently conceded 21% of the share at nominal value to Sinergas S.r.l., bringing its percentage of ownership to 30%, while the remaining 70% of the shares are held

by Sinergas S.r.l. In this Consolidated Balance Statement, the company was consolidated for 24.99%, a percentage resulting from the 51% ratio of Fontenergia on 49% of the same possessed by the Group leader. As for the company results, Sarda Reti not having dispensed dividends, and the latter being the sole asset of the company, Safin drew a loss of 20,758 Euro.

SARDA RETI COSTRUZIONI S.r.l.: At the closing date of this Consolidated Balance Statement, the company was controlled by Sarda Finanziaria S.p.A. for a percentage of 73%, consequentially it was valued in the consolidated balance with a control percentage of 18.24%.

Subsequently, due to the acts stipulated on 30 April 2009, the company shares were entirely held by Sarda Finanziaria S.r.l. During the month of December 2008, following the commissioning of the Gpl depot. the direct sale of residential Gpl tanks finally went into operation. Up to that moment, the company was involved exclusively in the requalification and refilling of gas bottles. This activity alone did not guarantee coverage of the considerable investments made and the reimbursement of the financial burdens. In fact, the company drew a loss of 332,981 Euro. 2009 began on an extremely positive note and one for development of the sales activity which promises good results, even if it is in a phase of complete company re-organisation necessary to face the positive beginning of activity.

CRIST GAS S.r.l.: this company, established in 2002, and of which the Co-operative holds 50% of the shares, arose as a sales company of Cristoforetti Servizi Energia S.r.l. pursuant to legislative decree No. 164/2000. The company is still inactive to date.

Completion of the concession with partner Cristoforetti is underway at a nominal value of the residual 50% still held by CPL CONCORDIA.

_page 23

B.3 ] Relationships with the Group companies The business and financial relationships with the Group companies are analysed below: Credits/Debts toward Controlled Companies COMPANIES AI POWER S.p.A.

TRADING SECURITIES CREDITS

CURRENT ASSET CREDITS

SHORT TERM DEBTS 260,091

0

1,251,561

8,559

0

351,406

14,833

0

101,000

148,933

460,100

0

CONCORDIA SERVICE MAGHREB S. a r.l.

0

0

0

0

CRISTOFORETTI SERVIZI ENERGIA S.r.l.

0

211,054

67,738

0

ENERGIA DELLA CONCONCORDIA S.p.A.

2,110,000

1,174,952

476,609

0

ERRE.GAS S.r.l.

1,440,000

99,189

69,734

0

SI.GAS S.r.l.

4,145,000

266,227

41,950

0

40,000

893,712

0

0

COOPGAS S.r.l.

CPL CONCORDIA FILIALA CLUJ ROMANIA S.r.l.

CPL HELLAS A.B.E. & T.E.

TRADENERGY S.r.l.

0

202,187

2,500,000 0

FINANCIAL DEBTS

IMMOBILIARE DELLA CONCORDIA S.r.l.

1,040,000

6,700

195,077

0

ISCHIA GAS S.r.l.

1,230,000

13,005

906,542

0

350,000

633,034

0

0

NUORO SERVIZI in liquidation S.r.l.

0

203,352

0

0

PROGAS METANO S.r.l.

0

83,099

0

0

SERIO ENERGIA S.r.l.

0

12,424

0

0

12,956,000

5,550,837

2,501,232

0

MARIGLIANO GAS S.r.l.

TOTALS

CPL Receivables/Payables to Associated companies COMPANIES FONTENERGIA S.p.A.

TRADING SECURITIES CREDITS

CURRENT ASSET CREDITS

SHORT TERM DEBTS

LONG TERM DEBTS

6,004,000

408,036

0

0.00

SAFIN S.r.l.

0

18,000

0

0.00

SARDA RETI COSTRUZIONI S.r.l.

0

52,236

3,549

0.00

40,000

180,260

0

0.00

COMPAGRI S.p.A. AGRIENERGIA SOC. CONS. a r.l.

15,000

0

0

0.00

4,780,000

0

0

0.00

ENERFIN S.r.l.

0

112,320

0

0.00

TECLAB S.r.l.

35,000

2,545

131,025

0.00

0

36,121

0

0.00

10,874,000

809,517

134,574

0.00

COIMMGEST S.p.A.

PEGOGNAGA SERVIZI S.r.l.

TOTALS

_page 24

It is pointed out that all of the business and financial relationships are marked according to the principles of transparency and normal market conditions are applied to all transactions. The comment of the main business transactions is present in the Explanatory Note for the Annual Balance Statement. In the following prospectus the economic relationships are summarised.

CPL Proceeds COMPANY

RATINGS

AI POWER S.p.A.

SUPPLY

INTERESTS

TOTAL

199,209

489

0

199,697

4,894,438

35

31,070

4,925,543

158,976

1,040

105,360

265,376

CPL HELLAS A.B.E. & T.E.

0

0

0

0

CONCORDIA SERVICE MAGHREB S. a r.l.

0

0

0

0

119,915

12,898

0

132,812

1,276,004

69,257

73,231

1,418,492

ERRE.GAS S.r.l.

212,708

154

134,844

347,706

SI.GAS S.r.l.

574,245

10,342

216,528

801,115

TRADENERGY S.r.l.

295,246

0

0

295,246

COOPGAS S.r.l.

CPL CONCORDIA FILIALA CLUJ ROMANIA S.r.l.

CRISTOFORETTI SERVIZI ENERGIA S.r.l.

ENERGIA DELLA CONCONCORDIA S.p.A.

IMMOBILIARE DELLA CONCORDIA S.r.l.

264,919

231,441

0

496,360

5,414,205

0

7,841

5,422,046

892,305

693

63,991

956,990

NUORO SERVIZI in liquidation S.r.l.

43,460

0

0

43,460

PROGAS METANO S.r.l.

17,099

0

0

17,099

ISCHIA GAS S.r.l.

MARIGLIANO GAS S.r.l.

SERIO ENERGIA S.r.l.

Total controlled Companies

47,931

0

0

47,931

14,410,661

326,347

632,865

15,369,874

272,871

5,286

10,450

288,607

5,000

0

0

5,000

15,000

0

0

15,000

180,260

0

0

180,260

AGRIENERGIA SOC. CONS. a r.l.

0

0

0

0

COIMMGEST S.p.A.

0

0

0

0

ENERFIN S.r.l.

0

0

0

0

TECLAB S.r.l.

1,791

330

0

2,121

FONTENERGIA S.p.A. SAFIN S.r.l.

SARDA RETI COSTRUZIONI S.r.l.

COMPAGRI S.p.A.

PEGOGNAGA SERVIZI S.r.l.

Total Connected Companies TOTALS

61,744

0

659

62,403

536,665

5,616

11,109

553,390

14,947,326

331,964

643,974

15,923,264

_page 25

CPL costs COMPANY

RATINGS

SUPPLY

INTERESTS

TOTAL

AI POWER S.p.A.

310,051

43,074

0

353,124

COOPGAS S.r.l.

18,035

66,205

10,034

94,274

4,777

0

0

4,777

(663,516)

0

0

(663,516)

0

0

0

0

53,300

0

0

53,300

3,032

0

3,886

6,919

ERRE.GAS S.r.l.

0

0

0

0

SI.GAS S.r.l.

0

0

0

0

TRADENERGY S.r.l.

0

0

0

0

462,824

0

0

462,824

CPL CONCORDIA FILIALA CLUJ ROMANIA S.r.l.

CPL HELLAS A.B.E. & T.E. CONCORDIA SERVICE MAGHREB S. a r.l.

CRISTOFORETTI SERVIZI ENERGIA S.r.l.

ENERGIA DELLA CONCONCORDIA S.p.A.

IMMOBILIARE DELLA CONCORDIA S.r.l.

ISCHIA GAS S.r.l.

39,551

0

0

39,551

MARIGLIANO GAS S.r.l.

0

0

0

0

NUORO SERVIZI in liquidation S.r.l.

0

0

0

0

PROGAS METANO S.r.l.

0

0

0

0

SERIO ENERGIA S.r.l.

Total controlled Companies

0

0

0

0

228,053

109,279

13,921

351,253

FONTENERGIA S.p.A.

0

0

0

0

SAFIN S.r.l.

0

0

0

0

SARDA RETI COSTRUZIONI S.r.l.

0

0

0

0

COMPAGRI S.p.A.

0

0

0

0

AGRIENERGIA SOC. CONS. a r.l.

0

0

0

0

2,173,669

0

0

2,173,669

ENERFIN S.r.l.

0

0

0

0

TECLAB S.r.l.

72,990

124,110

0

197,099

COIMMGEST S.p.A.

PEGOGNAGA SERVIZI S.r.l.

Total Connected Companies TOTALS

0

0

0

0

2,246,659

124,110

0

2,370,769

2,474,712

233,388

13,921

2,722,021

_page 26

C] Management progress

In this chapter the economic situation of the group leader and the entire group will be analysed through the exposition of the reclassified earnings reports with the criteria of value added compared with the 4 previous financial years. A management result analysis will also be performed by business area and finally the more relevant economic indexes will be provided.

C.1 ] Reclassified earnings statement CPL CONCORDIA Soc. Coop. a r.l.: Earnings statements reclassified with the Value Added method (expressed in Euro) Rectified Data

31 Dec 2008

Proceeds from sales and performances Change invent. fin. prod. semifin.

Changes works in progress Works in economy Other proceeds VALUE OF PRODUCTION

Costs for purchases Variation in inventory of prime materials

31 Dec 2007

31 Dec 2006

%

31 Dec 2005

%

31 Dec 2004

%

205,215,858

91.04%

179,562,310

90.23%

172,845,785

93.88%

165,438,299

91.44%

163,812,968

92.83%

0

0.00%

0

0.00%

(1,552,050)

-0.84%

0

0.00%

0

0.00%

7,101,390

3.15%

2,658,347

1.34%

(892,233)

-0.48%

(3,494,561)

-1.93%

(15,099,987)

-8.56%

10,543,087

4.68%

12,604,307

6.33%

9,945,241

5.40%

10,475,074

5.79%

14,111,186

8.00%

2,557,229

1.13%

4,172,220

2.10%

3,771,923

2.05%

8,510,074

4.70%

13,639,837

7.73%

225,417,564 100.00% 198,997,184 100.00% 184,118,665 100.00% 180,928,886 100.00% 176,464,004 100.00%

(68,603,208) -30.43% (63,885,797) -32.10% (54,226,507) -29.45% (52,715,594) -29.14% (49,754,348) -28.20% 713,640

0.32%

Misc costs for services

(76,946,495) -34.14%

Expenses for use of third party property

(11,168,159)

-4.95%

(2,872,710)

-1.27%

Various management expenses

%

9,455

0.00%

(66,632,270) -33.48% (8,445,660)

-4.24%

(1,908,365)

-0.96%

274,277

0.15%

(67,308,739) -36.56% (9,881,067)

-5.37%

(1,958,381)

-1.06%

(346,772)

-0.19%

(71,767,063) -39.67% (10,826,715)

-5.98%

(2,164,174)

-1.20%

(482,830)

-0.27%

(73,695,523) -41.76% (8,310,388)

-4.71%

(2,242,431)

-1.27%

VALUE ADDED

Cost of labour and relative expenses

66,540,633 29.52%

(42,648,176) -18.92%

58,134,548 29.21%

(35,997,524) -18.09%

51,018,249 27.71%

(31,026,611) -16.85%

43,108,568 23.83%

(30,693,673) -16.96%

41,978,484 23.79%

(30,686,348) -17.39%

MOL

23,892,457 10.60%

(2,375,049) -1.05%

22,137,024 11.12%

(1,967,731) -0.99%

19,991,638 10.86%

(1,673,715) -0.91%

12,414,895

(1,863,046)

6.86%

-1.03%

11,292,136

(2,581,728)

6.40%

-1.46%

Amortisations material fixed assets Amortisations material intangible assets

(4,214,726)

-1.87%

(4,170,443)

-2.10%

(4,178,341)

-2.27%

(4,021,661)

-2.22%

(2,884,484)

-1.63%

Funds and devaluations (1,117,812) -0.50% (1,099,621) Amortisation, depreciation (7,707,586) -3.42% (7,237,795) and allocations EBIT 16,184,870 7.18% 14,899,229

Interests and the other financial burden (3,637,127) -1.61% (3,469,020)

-0.55%

(1,544,703)

-0.84%

(1,023,965)

-0.57%

(643,054)

-0.36%

-3.64%

(7,396,758)

-4.02%

(6,908,672)

-3.82%

(6,109,266)

-3.46%

7.49% 12,594,880

-1.74% (3,668,045)

6.84%

-1.99%

5,506,223

3.04%

-2.25%

5,182,870

Other financial proceeds

(3,913,559)

2.94%

-2.22%

1,015,957

0.45%

1,036,632

0.52%

904,825

0.49%

579,726

0.32%

317,057

0.18%

(2,621,170)

-1.16%

(2,432,387)

-1.22%

(2,763,220)

-1.50%

(3,487,241)

-1.93%

(3,596,502)

-2.04%

13,563,700

1,100,344

6.02%

0.49%

12,466,841

91,550

6.26%

0.05%

9,831,661

550,195

5.34%

0.30%

2,018,981

4,527,721

1.12%

2.50%

1,586,367

2,336,675

0.90%

1.32%

Financial activity rectifications

(2,658,698)

-1.18%

(1,406,642)

-0.71%

(2,347,069)

-1.27%

(2,162,320)

-1.20%

(5,131,523)

-2.91%

Refunds to partners

(1,200,000)

-0.53%

(1,100,000)

-0.55%

(750,000)

-0.41%

(500,000)

-0.28%

0

0.00%

TOTAL FINANCIAL MANAGEMENT CURRENT RESULT

Proceeds from shares

Extraordinary management

(4,066,967)

11,902

0.01%

(34,308)

-0.02%

1,402,234

0.76%

1,889,160

1.04%

1,449,751

0.82%

10,817,248

4.80%

10,017,441

5.03%

8,687,021

4.72%

5,773,543

3.19%

241,271

0.14%

Taxes on the financial year income

(3,979,189)

-1.77%

(4,137,754)

-2.08%

(5,134,301)

-2.79%

(2,665,977)

-1.47%

(3,107,770)

-1.76%

NET RESULT

6,838,059

3.03%

5,879,687

2.95%

3,552,720

1.93%

3,107,566

1.72%

(2,866,499)

-1.62%

PRE-TAX RESULT

_page 27

The first consideration which comes to mind at the exposition of the earnings statements of the five year period has to do with the net profit of the commented financial year which is the best one in the period in question.

The gross operative margin is also positive, equal to 23.9 million Euro, even if it is bends slightly on a percentage base, as the incidence of the financial management improves, which will in any case be commented on in the chapter dedicated to it.

The reclassified earnings report of the Consolidated Balance Statement is analysed below.

“CPL CONCORDIA” Group: Earnings statements reclassified with the Value Added method (expressed in Euro) Rectified Data

31 Dec 2008

Proceeds from sales and performances Change invent. fin. prod. semifin.

Changes works in progress Works in economy Other proceeds VALUE OF PRODUCTION

Costs for purchases Variation in inventory of prime materials

%

31 Dec 2007

%

31 Dec 2006

%

31 Dec 2005

%

31 Dec 2004

%

233,464,825

89.24%

204,373,523

88.51%

201,310,854

92.50%

226,056,566

93.48%

227,537,890

88.52%

576,641

0.22%

1,078,802

0.47%

(2,569,631)

-1.18%

(10,187,122)

-4.21%

5,204,351

2.02%

2,641,285

1.01%

1,360,421

0.59%

(2,135,696)

-0.98%

847,557

0.35%

(14,750,459)

-5.74%

22,465,251

8.59%

19,862,333

8.60%

17,294,210

7.95%

15,934,003

6.59%

23,075,550

8.98%

2,460,153

0.94%

4,229,435

1.83%

3,728,427

1.71%

9,178,587

3.80%

15,986,119

6.22%

261,608,155 100.00% 230,904,515 100.00% 217,628,163 100.00% 241,829,591 100.00% 257,053,450 100.00%

(89,412,039) -34.18% (82,776,468) -35.85% (69,336,134) -31.86% (91,571,513) -37.87% (110,830,619) -43.12% (673,653)

-0.26%

(939,634)

-0.41%

-2.62%

(72,614,398) -33.37%

1,080,564

0.45%

(83,655,008) -34.59%

4,640,637

1.81%

Misc costs for services

(86,395,614) -33.02%

Expenses for use of third party property

(10,512,305)

-4.02%

(8,257,076)

-3.58%

(9,818,513)

-4.51%

(10,481,809)

-4.33%

(7,971,511)

-3.10%

(3,214,075)

-1.23%

(2,492,213)

-1.08%

(2,700,807)

-1.24%

(3,490,490)

-1.44%

(3,970,689)

-1.54%

Various management expenses

(72,815,190) -31.53%

(5,695,328)

(86,407,797) -33.61%

VALUE ADDED

Cost of labour and relative expenses

71,400,469 27.29%

(45,503,326) -17.39%

63,623,934 27.55%

(38,792,077) -16.80%

57,462,984 26.40%

(36,456,477) -16.75%

53,711,334 22.21%

(37,507,271) -15.51%

52,513,470 20.43%

-39,574,568) -15.40%

MOL

Amortisations material fixed assets

25,897,143

(4,538,904)

9.90%

-1.74%

24,831,857 10.75%

(4,338,661) -1.88%

21,006,507

(3,660,616)

9.65%

-1.68%

16,204,064

(4,456,592)

6.70%

-1.84%

12,938,903

(5,669,249)

5.03%

-2.21%

Amortisations material intangible assets

(4,798,687)

-1.83%

(4,583,865)

-2.11%

(4,322,471)

-1.79%

(3,566,695)

-1.39%

(4,665,535)

-2.02%

Funds and devaluations (1,604,081) -0.61% (1,206,669) -0.52% (1,907,161) -0.88% (1,858,729) -0.77% (3,571,721) -1.39% Amortisation, depreciation (10,941,672) -4.18% (10,210,865) -4.42% (10,151,642) -4.66% (10,637,792) -4.40% (12,807,665) -4.98% and allocations EBIT 14,955,472 5.72% 14,620,993 6.33% 10,854,865 4.99% 5,566,272 2.30% 131,238 0.05%

Interests and the other financial burden (5,359,997) -2.05% (4,844,780) -2.10% (4,198,165) -1.93% (5,543,328) -2.29% (5,983,193) -2.33% Other financial proceeds

555,815

0.21%

655,073

0.28%

503,898

0.23%

362,905

0.15%

312,889

0.12%

(4,804,182)

-1.84%

(4,189,707)

-1.81%

(3,694,267)

-1.70%

(5,180,424)

-2.14%

(5,670,305)

-2.21%

10,151,290

61,928

3.88%

0.02%

10,431,286

51,637

4.52%

0.02%

7,160,598

550,224

3.29%

0.25%

385,848

7,717,593

0.16%

3.19%

(5,539,067)

2,203,675

-2.15%

0.86%

583,754

0.22%

(431,123)

-0.19%

(664,559)

-0.31%

(1,410,864)

-0.58%

(528,335)

-0.21%

(1,200,000)

-0.46%

(1,100,000)

-0.48%

(750,000)

-0.34%

(500,000)

-0.21%

0

0.00%

225,746

0.09%

2,118,327

0.92%

2,507,949

1.15%

3,139,422

1.30%

791,174

0.31%

PRE-TAX RESULT

9,822,717

3.75%

11,070,127

4.79%

8,804,212

4.05%

9,331,999

3.86%

(3,072,553)

-1.20%

Taxes on the financial year income

(4,280,480)

-1.64%

(4,404,553)

-1.91%

(5,585,887)

-2.57%

(3,640,956)

-1.51%

(1,969,666)

-0.77%

NET RESULT

5,542,237

2.12%

6,665,574

2.89%

3,218,325

1.48%

5,691,042

2.35%

(5,042,219)

-1.96%

TOTAL FINANCIAL MANAGEMENT CURRENT RESULT

Proceeds from shares Financial activity rectifications Refunds to partners Extraordinary management

THIRD PARTY PROFIT (LOSS) GROUP PROFIT (LOSS)

(79,118)

136,800

5,463,119

6,802,374

19,810 3,238,135

(47,293) 5,643,749

691,168 (4,351,051)

The results of the Consolidated Balance Statement can also be considered positive. There is no evidence of a worsening at a final profit level compared to the Group leader balance statement, a difference to be attributed mainly to the elision of the intergroup margines arising in relation to construction contracts of gas distribution networks or technological plants.

In order to better understand the annual consolidated balance statement movements, a connecting prospectus is provided between the two balance statements: Reconciliation prospectus of the Civil Net Equity of the Group Leader to the Consolidate Net Equity Euro/000 Net Equity at 31 Dec 2008

Financial Year Result at 31 Dec 2008

Net equity and result of the Group leader

99,777

6,838

Net equity and result of the consolidated controlled companies

42,107

(2,312)

(501)

203

0

(1,040)

(5,316)

(1,534)

882

169

(1,857)

708

(32,632)

2,578

Financial leasing operations effect Elimination of dividends distributed by controlled companies Intragroup profit elisions on depreciable source concession Fiscal effect on margins realised in the concession of depreciable sources Valuation adjustment of the shares in connected companies with the net equity method Load value of the consolidated shares Other consolidation rectifications

Net equity and result of the consolidated balance statement

Net equity and result of third parties

Net equity and result of group financial year

(68)

101,819

5,542

(1,195)

(79)

100,625

5,463

production value trend

225,418

240,000

198,997

280,000

184,118

(data in thousands of euros)

180,929

From the above prospectus it can be noticed that the economic effect of the consolidated companies’ net Equity is counterbalanced by the positive effect of the charge value of the shares themselves. The elements which reduce the result of the group leader compared to the Consolidated end result are to be attributed, as previously mentioned, to the intragroup margin elisions (1,534/000 Euro) and to the elision of the collected dividends to the elision of the intra-group margins. These refer mainly to the construction of the Ischia gas distribution network, the expansions to the Marigliano gas distribution network and to the construction of the Francavilla Fontana plant for use of biogas managed by the controlled company Energia della Concordia S.p.A. The suppressed dividends refer to those distributed in 2008 by Coopgas and Serio Energia.

(642)

176,464

_page 28

2004

2005

2006

2007

2008

200,000 160,000 120,000 80,000 40,000 0

_page 29

contribution from the areas/sectors to forming the production value 11.40% AREA 1: Concordia head offices-Emilia 15.63% AREA 2: Rome -Sardinia-Tyrrhenian 11.21% AREA 3: Milan-North-West 7.28% AREA 4: Sant’Omero-Adriatic 8.42% AREA 5: Fano-Umbria 4.23% AREA 6: Campania-Calabria-Sicily 5.81% AREA 7: Padova –North-East 3.79% AREA 8: Tuscany 0.25% AREA E1: Greece 5.60% SECTOR N1: Odourants & Services 7.76% SECTOR N2: Technological Assets Construction 5.20% SECTOR N3: Distribution 1.98% SECTOR N4: Information & Tech. Comm.

1.40% SECTOR N5: Intra-group Services 0.84% SECTOR N6: Investments in company head offices 0.17% SECTOR N7: Construction 0.47% Technical Department 0.02% Closing divisions 0.72% Services

C.2 ] Make up of the Costs The make up of the main cost items in the annual balance statement and the Consolidated balance statement are provided below. As for the make up of the proceeds, please refer to the next chapter C.3) which is dedicated to the description of the activities and the make up of the production value.

C.2.1 ] Annual Balance personnel costs 42,648/000 Euro refund cost 1,200/000 Euro cost of raw materials, subsidies, etc.

67,890/000 Euro costs for services and use of third party property 88,115/000 Euro amortisations and devaluations 7,290/000 Euro various management expenses 2,873/000 Euro interests and financial burdens 3,637/000 Euro share devaluation 2,703/000 Euro

C.2.2 ] Consolidated Balance Statement personnel and refund costs 46,703/000 Euro cost of raw materials, subsidies, etc.

90,086/000 Euro costs for services and use of third party property 96,908/000 Euro amortisations and devaluations 10,121/000 Euro various management expenses 3,214/000 Euro interests and financial burdens 5,063/000 Euro

C.3 ] Sectors of Activity,

management results and

make up of the proceeds The main peculiarity of the CPL CONCORDIA Group is that is possesses both on a Group leader level and through the integration in a group environment, the entire line of the gas and renewable energy sources sector with the sole exception of extracting and storage activities.

It goes back, in fact, to the historic activity of construction and maintenance of the gas distribution networks, water and sewer, construction of technological plants such as reduction stations, to distribution, to sales and to gas odorisation, up to the construction and management of heat management systems, to the most complex Global Services, to public lighting systems, to cogeneration to remote or district heating and to photovoltaic systems.

From this point of view, we believe that we are a unique subject in the national panorama. It is for this reason that numerous private partners prefer us to other specialised competitors in some of these sectors of activity.

Before looking at the single business areas, in the following prospectus the make up of the production value by business area with reference to the Consolidated Balance Statement is shown below, which we remind you amounts to a total of 261,608/000 Euro: Network construction and maintenance area 47,980/000 Euro Technological and odorant plants area 29,997/000 Euro Gas Distribution and Sales Area 35,414/000 Euro Energy and Renewable Energy Sources Area 135,675/000 Euro Information & Communications Technology Area 4,465/000 Euro Misc minor 8,077/000 Euro

_page 30

Now we will analyse the management progress which is performed by business area, both at a Group leader and a group level with comparison to the previous financial year. The percentage values represent the productivity index intended as the ratio between the profit made by the business area and the operative result.

C.3.1 ] Construction and maintenance of gas distribution networks, water and sewer, construction of remote or district heating systems For many years this was the main source of income for the Co-operative. This can be called the historic activity, the activity which allowed the group to grow and face new and diverse markets, as was the case during the seventies and eighties for the methanisation of the mainland and the beginning of existing plant management.

Due to the ever growing presence of small entrepreneurs and the minor presence of localities which needed to be methanised, this sector steadily decreased in importance within the group, although it remained an inalienable strong point of group know-how. The progress of the last two years is analysed below: ANNUAL BALANCE STATEMENT

YEAR 2008

SECTOR OF ACTIVITY NETWORK CONSTRUCTION AND MAINTENANCE

AMOUNT

YEAR 2007 %

AMOUNT

%

CONSTR. GAS WATER ELECTRIC NETWORKS

14,771,065

0.75

14,871,817

0.67

NETWORK MAINTENANCE

34,093,747

0.82

28,806,687

1.54

48,864,813

1.58

43,678,504

2.22

TOTAL NETWORK CONSTRUCTION AND MAINTENANCE CONSOLIDATED BALANCE STATEMENT

YEAR 2008

SECTOR OF ACTIVITY NETWORK CONSTRUCTION AND MAINTENANCE CONSTR. GAS WATER ELECTRIC NETWORKS NETWORK MAINTENANCE TOTAL NETWORK CONSTRUCTION AND MAINTENANCE

The business area realised a 2008 production value at a consolidated level of 48 million Euro with a 13.1% increase compared to the previous financial year.

The decrease in marginality of the Consolidated Balance compared to the Group leader balance derives from the poor progress of the activity in Greece. In fact, during the course of 2008 it was decided, after years of negative results, to abandon the activities in that country. This caused an sharp resizing of the proceeds and inevitable tensions with the contracting stations. At today in the Hellenic territory there are no more productive activities, only legal activities aimed at payment for the works performed. As for the main works performed, among others is the methanisation of the isle of Ischia, the maintenance and emergency assistance in the Municipality of Bologna, the maintenance on the gas networks in the Bassano area, the maintenance and

AMOUNT

YEAR 2007 %

AMOUNT

13,886,000

-0.62

%

13,617,498

0.03

34,093,747

0.71

28,806,687

1.34

47,979,747

0.09

42,424,186

1.38

emergency assistance in the Municipality of Padua, the Municipality of Milan and management of the Apulian aqueduct.

C.3.2 ] Plant Construction

technologies

and odorization This is another of the Group leader’s and Group’s historical sector which in recent years has seen large growth, also due to the fact that on the national territory there are very few competitors. As for the supply of odorant, the group represents one of the absolute leaders in the national market. The large development in this business area was realised thanks to the synergy offered by the group’s other business areas which has been able to offer a complete range of supplies and services. The progress of

_page 31

the last two years is analysed below: ANNUAL BALANCE STATEMENT

YEAR 2008

SECTOR OF ACTIVITY TECHNOLOGICAL AND ODORANT PLANTS

AMOUNT

ODORANT AND SERVICES

%

TOT. TECHNOLOGICAL AND ODOR. PLANTS CONSOLIDATED BALANCE STATEMENT

AMOUNT

12,628,202

CONSTRUCTION TECHNOLOGICAL PLANTS

1.92

%

10,881,397

1.85

17,525,219

1.21

15,924,259

1.67

30,153,421

3.13

26,805,657

3.52

YEAR 2008

SECTOR OF ACTIVITY TECHNOLOGICAL AND ODORANT PLANTS

YEAR 2007

AMOUNT

YEAR 2007 %

AMOUNT

%

ODORANT AND SERVICES

12,628,202

1.66

10,881,397

1.61

CONSTRUCTION TECHNOLOGICAL PLANTS

17,368,566

1.05

15,471,216

1.44

29,996,768

2.71

26,352,613

3.06

TOT. TECHNOLOGICAL AND ODOR. PLANTS

Unlike other business areas, the one in question is made up of a multidude of customers who commission our products. The increase in 2008 compared to 2007, respectively at 16% for the odorant and 12.3% for the technological plants and tied to the efficient commerical policies performed on the odorant area and the opening toward new markets with regard to the technological plants area. In fact, in 2008, for this business area the group had begun to export and produce in Algeria, both through direct supply to local public customers such as Sonelgaz (the Algerian ENI) and through the establishment of a company which we hope will soon become a reference point to acuire new important jobs in an absolutely strategic country for our activity. Important jobs for supplying stations in Spain and France, jobs which will be completed during 2009, were also acquired during 2008. In a national market which tends toward saturation, the exportation of the technology inherent in these products, makes a fundamental contribution to development and wealth.

C.3.3 ] Distribution and sale of methane gas and GPL This business area holds the extensions of the concessions possessed, the distribution and sales of methane gas in accordance with the principles sanctioned by Legislative Decree 164/2000, also known as “letta Decree”. The Group also possesses concessions which are not methane gas powered, but Gpl powered, which at the moment are not subject to the principles of the letta Decree, but are regulated by their tariff system. In the group, this business area, even though it does not reach par-

ticularly relevant values, in any case represents a fundamental area under the strategic and financial profile. Even under the incidence profile on the national level, the concessions managed by the group are not very relevant as we will see in the analysis of the production value, consumption and the user basin. We remind you, in line with this premise, that we are talking about an activity which operates in regulated markets, therefore the regulatory framework must be summarised.

C.3.3.1 ] Reference regulatory framework The gas natural sector is the object of relevant regulation on a national and European community level.

In particular, the regulation process was launched on a European level by the Gas Directive which defined the common norms for transport, distribution, supply and storage of natural gas. This Gas Directive was acknowledge in Italy in May 2000 with Legislative Decree No. 164 dtd 23 May 2000 (letta Decree), which imposed the separation (unbundling) of the “monopolistic” components of the pipeline and those subject to competition. In particular the letta Decree identifies and defines the segments which make up the gas market (importation, production, exportation, transport, dispatching, storage, LNG regasification, (distribution and sale) and establishes the regulation principles in terms of liberalisation, company separation, access to the network and transparency.

Distribution Distribution is the activity of natural gas transportation through the local gas pipeline network at medi-

_page 32

um and low pressure. The high costs of reproduction of the network on a local level give this part of the process conditions of natural monopoly. The distribution companies continue to operate under a 12 year concession system. The activity is remunerated through the distribution tariffs, as established by the AEEG in deliberation ARG/GAS 159/08 (and subsequent integrations), and is performed in respect of the “grid code”, the whole of the rules established by the Authority for the correct use of the infrastructure, approved with deliberation 108/06. Said document contains the standardised procedures for access to the network and for the registration of all information regarding the redelivery served. The quality and safety of the distribution servie, on the other hand, are regulated by the Consolidated Act approved with deliberation ARG/GAS 120/08.

Sale The last phase of the process is made up of the sale of natural gas to the final customers, an activity performed by companies which operated, based on ministerial authorisation, in a free competition system. Decree 164/2000 guarantees the use by all sales companies (under the same conditions) of the networks, including those which are property of the distributors which do not belong to the same group.

The consequence of this decree was that from 1 January 2003, all of the final customers - including residential - can choose their natural gas provider freely.

The sales company invoices the consumption to the final customer, then depositing the component regarding the gas distribution service on the local network with the distributor.

The normative further specifies that, by 2010, no operator may sell to the final customer more than 50% of the national consumption of natural gas on an annual basis.

C.3.3.2 ] Economic data of the gas and gpl distribution and sales area The Group, through its own acquisitions division, has procured about 25.8 million cubic metres of natural gas on the national market for a total cost of 8.6 million Euro. Compared to the previous financial year, the cost of raw material has increased on average.

In the foreign market, particularly in Romania, the company has purchased 3.6 million Euro of gas. At integration of the main supply of about 14.2 million cubic metres dispensed by Medoil Gas ex Inter-gas più S.r.l., the Group, in its national quota, has made other secondary supply contracts: with Bp Italia S.p.A. for about 6 million cubic metres, with Hera trading S.p.A. for about 2.5 million cubic metres and Spigas for about 100 cubic metres.

Contextually, through its own sales division, in the 11 national basins the Group resold about 25.5 million cubic metres of gas, generated proceeds of about 15.7 million Euro, according to the following details: M3 SOLD 2006

M3 SOLD 2007

CALABRIA 20

1,878,199

2,239,502

2,355,559

CALABRIA 30

24,884

365,267

634,355

CAMPANIA 25

6,039,207

6,726,192

6,503,464

CAMPANIA 30

5,266,912

4,994,609

5,406,613

4,568

14,554

13,437

2,155,177

2,585,948

2,841,969

MORFASSO

243,947

135,372

0

PALMA AND CAMASTRA

775,132

762,278

769,441

ST.GIUSEPPE VESUVIANO

9,931

395,848

1,138,205

SICILY 12

151,167

460,696

528,953

SICILY17

1,363,715

2,324,077

2,574,862

0

0

2,770,767

BASIN

CITTANOVA MARIGLIANO

Province of ALESSANDRIA Comprehensive Total

M3 SOLD 2008

17,912,839 21,004,343 25,537,625

As for the cubic metres of gas sold in Romania during the financial year, it was equal to 16,341,702 besides another 3,283,747 distributed but sold by other companies.

319,257 cubic metres of gpl were sold by the group in 2009.

_page 33

As for the users served by the Group during the financial year, see the following prospectus: BASIN

TOTAL 2008

CALABRIA 20

5,082

CALABRIA 30

1,437

PALMA E CAMASTRA

1,409

CAMPANIA 25

8,035

CAMPANIA 30

7,960

MARIGLIANO

6,265

CITTANOVA

1

ST. GIUSEPPE VESUVIANO

2,035

SICILY 12

1,100

SICILY17

3,943

SAPRI AND CAMEROTA

1,562

ROMANIA BASIN Comprehensive Total

11,544 50,373

The users included in the above prospectus refer to the basins present in the controlled companies. The users of the connected company Fontenergia S.p.A., which, at 31 Decembe 2008, were 7,572, are added to this number. The total number of users served by the group at 31 December 2008 was therefore 57,945. In the following prospectus, the data having to do with the economic effects of this business area in the civil area of the Co-operative and the Group are provided: ANNUAL BALANCE STATEMENT

YEAR 2008

SECTOR OF ACTIVITY DISTRIBUTION NETWORK MANAGEMENT

AMOUNT

YEAR 2007 %

AMOUNT

%

CONCESSIONS MANAGEMENT

8,063,459

1.62

6,484,151

1.42

CAPITALISATIONS

6,082,813

0.00

5,395,966

0.00

14,146,272

1.62

11,880,117

1.42

TOTAL DISTRIBUTION CONSOLIDATED BALANCE STATEMENT

YEAR 2008

SECTOR OF ACTIVITY GAS TRADING SALES DISTRIBUTION NETWORK MANAGEMENT CONCESSIONS MANAGEMENT

AMOUNT

YEAR 2007 %

AMOUNT

%

17,504,561

2.37

17,206,540

1.94

CAPITALISATIONS

9,713,581

0.00

7,279,141

0.00

TRADING

8,195,372

0.14

8,105,981

0.15

35,413,514

2.51

32,591,662

2.09

TOTAL DISTRIBUTION

The difference between the annual balance statement and the consolidated one is made by the sales margin (Coop-gas) and by the balances of CPL CONCORDIA Cluj Romania and Erre.Gas branches.

_page 34

C.3.4 ] Heating Plant Management, Global Service, Public Lighting,

Cogeneration and Renewable Energy Sources This business area has more than 15 years of activity in the area of heating plant management and global service. In full development phase, the activity having to do with renewable energy sources saw the group committed to an important initiative some years ago with the construction of one of the largest photovoltaic fields in the country, located in the Municipality of Carano in Trentino. Through the combination of the various specialisations, today the “energy” area has become the most relevant from an economic impact point of view as well as the most important from a strategic profile point of view. In the following prospectus, the effects on the civil and consolidated balance statements can be analysed: ANNUAL BALANCE STATEMENT

YEAR 2008

SECTOR OF ACTIVITY

AMOUNT ENERGY

YEAR 2007 %

AMOUNT

%

CONSTR. ENERGY HEATING PLANTS

12,882,034

0.52

16,516,265

0.70

HEAT MANAGEMENT AND GLOBAL SERVICE

96,395,586

11.14

76,712,122

8.88

PUBLIC LIGHTING

4,457,866

0.25

3,809,532

0.24

COGENERATION AND RENEWABLE ENERGY SOURCES

9,285,766

0.79

9,446,698

0.98

123,021,252

12.70

106,484,616

10.79

TOTAL ENERGY CONSOLIDATED BALANCE STATEMENT

YEAR 2008

SECTOR OF ACTIVITY

AMOUNT ENERGY

CONSTR. ENERGY HEATING PLANTS

YEAR 2007 %

AMOUNT

%

12,882,034

0.45

16,516,265

0.61

110,560,445

10.55

84,922,673

8.01

PUBLIC LIGHTING

4,457,866

0.22

3,809,532

0.21

COGENERATION AND RENEWABLE ENERGY SOURCES

7,774,466

0.58

9,645,802

0.85

135,674,811

11.80

114,894,272

9.67

HEAT MANAGEMENT AND GLOBAL SERVICE

TOTAL ENERGY

The homogenous specialisations which we commonly define as “Energy Area” represent 52% of the activity performed by the Group. The incidence on the operative result of this activity is 11.80%, almost entirely determined by the tried and true activities of heat management and global service, activities which require notable know-how and great managerial capabilities. The portfolio of orders includes several tens of jobs, some directly acquired and some acquired in Temporary Joint Ventures with other companies who operate in the sector. Among the more significant jobs, Global Service in the province of Vicenza is pointed out as well as the heat management in the province of Pesaro, heat management of the people’s buildings in the Rome Aer, heat management in the Municipality of Roma and Global Service in the Province of Rome.

C.3.5 ] Information

& Communications

Technology - ICT This is one of the Group’s newest business areas, established only a few years ago. which is now responsible for the computerisation needs of the Group in the area of direct billing invoice management and collection management both for the controlled and connected companies and for companies outside of the Group. The impact on the Consolidated Balance is as follows:

_page 35

CONSOLIDATED BALANCE STATEMENT

YEAR 2008

SECTOR OF ACTIVITY

YEAR 2007

AMOUNT

INFORMATION & COMUNICATION TECNOLOGY

INFORMATION TECNOLOGY TOTAL I.T.

%

AMOUNT

%

4,464,697

0.21

2,779,864

0.12

4,464,697

0.21

2,779,864

0.12

As can be deduced from the above prospectus, the total effects on the Consolidated Balance, both in absolute terms and in terms of percentages, are to say the least, of little significance, even if this business area has notable potential for external expansion and internally covers an important role to complete the process of the group’s service products.

C.3.6 ] Other minor activities When we talk about minor activities, we refer mainly to the building activities, both for third parties and relative to extraordinary maintenance of the group properties and the production of jobs in close out phase managed outside of the business areas.

C.4] Economic ratios The main economic ratios which emerge from the annual consolidated balance statement closed at 31 December 2008 are analysed below, compared with the previous four financial years.

C.4.1 ] Annual Balance CPL CONCORDIA Soc. Coop. Coop.: Main financial statement ratios ECONOMIC ANALYSIS

Rectified Data

at 31 Dec 2008 at 31 Dec 2007 at 31 Dec 2006 at 31 Dec 2005 at 31 Dec 2004 7.36%

6.66%

4.18%

3.76%

-3.33%

R.O.I. (Return on Investment)

5.11%

5.61%

4.82%

2.17%

2.00%

MOI Ratio/Value of production Burdens incidence and extra management proceeds Net Financial Burden Incidence on P.V.

10.60%

11.12%

10.86%

6.86%

6.40%

57.75%

60.54%

71.79%

43.56%

155.31%

1.16%

1.22%

1.50%

1.93%

2.04%

Net Financial Burden Incidence on R.O.

16.20%

16.33%

21.94%

63.33%

69.39%

(Operating Income/Equity capital) in percentage

7.50 %

2.00 %

2.17%

2.00%

3.00 %

2.50 % 0.00%

2005

2006

-2.50 %

1.00 % 0.00 %

-3.33%

5.00 %

4.00 %

4.18%

5.00 %

10.00 % 3.76%

4.82%

6.00 %

6.66%

(Operating Income/Net Capital Employed) in percentage

5.11%

R.O.E.

5.61%

R.O.I.

7.36%

R.O.E. (Return on Equity)

2004

2005

2006

2007

2008

-5.00 %

2004

2007

2008

_page 36

The return on equity indicates the capacity to remunerate the capital invested by the shareholders which in the Co-operative also includes the profits brought to indivisible reserve, which in 2008 is equal to 7.36%, improved performance in the last 5 years. The Return on investment is the capacity to remunerate the invested capital, represented by the ratio between the operative result and the total profits, therefore the fixed profits plus the current assets. The 5.11% annual index referred to 2008 is less only the previous financial year which, in reality, received a positive effect of income and temporary assets. Therefore, this result is in any case to be considered positive. The ratio between the gross Operative Margin and the value of production, equal to 10.60%, follows in those comments already made with regard to the dynamic of the Return on investment. The most recent indexes tend to analyse the impacts of the extraordinary management on the ordinary management and the incidence of the financial management through their economic manifestation of the balance between the burdens and the financial income.

Under this profile it is interesting to find that the percentage of financial burdens incidence on the value of production is the lowest in the five year period. Further comments on the dynamic of the financial burdens are contained in the chapter which deals with the financial situation and management.

C.4.2 ] Consolidated Balance Statement CPL CONCORDIA Group: Main financial statement ratios ECONOMIC ANALYSIS Â

Rectified Data at 31 Dec 2008 at 31 Dec 2007 at 31 Dec 2006 at 31 Dec 2005 at 31 Dec 2004

R.O.E. (Return on Equity)

5.74%

7.52%

3.68%

7.56%

-5.47%

R.O.I. (Return on Investment) MOI Ratio/Value of production

4.15%

4.78%

3.74%

2.01%

0.04%

9.90%

10.75%

9.65%

6.70%

5.03%

63.47%

53.48%

70.17%

-1.39%

3415.40%

Net Financial Burden Incidence on P.V.

1.84%

1.81%

1.70%

2.14%

2.21%

Net Financial Burden Incidence on R.O.

32.12%

28.66%

34.03%

93.07%

4320.63%

Burdens incidence and extra management proceeds

The index of capacity to remunerate the own capital, Return on equity equal to 5.74% at a consolidated level is worse compared to the previous financial years due to the elision of the product profits with controlled companies realised in the face of the construction of gas distribution networks (methanisation of the isle of Ischia), in the network expansion phase (Municipalities of Marigliano and Basin Calabria 30) and in the construction of the waste recylcing plant for the realisation of biogas located in the Municipality of Francavilla Fontana. As already mentioned in another part of this report, the impact of these elisions amounts to 1.5 million Euro.

The index which measures the remuneration of the invested capital (Return on investment which is equal to 4.15%) is shown at a decrease compared to the previous financial year, nevertheless remaining among the highest of the five year period. For the

characteristics of the group activity, the gross operative margin is considered one of the most important indexes. This index, which at a consolidated level in 2008 was 9.90%, indicates the return on the work performed in the various business areas which we have already analysed.

It has been the goal for some time to attest to a percentage value which oscillates between 9.5 and 10%. The index which measures the incidence of the extra management indicates the financial and extraordinary management, and the taxes which erode from the management characteristic of the Group. The index in question should be read in the sense that the 63.47% of the characteristic activity is eroded from the financial and extraordinary management and from the taxation. As for the incidence of the financial burdens, a dynamic which is in any

_page 37

case positive can be noted even at a consolidated level for 2008 compared to the previous financial years, extremely qualifying considering the particular historic moment. Any further in depth study on the subject will be analysed in the following chapters.

D] Financial Situation

As for the financial management of the Co-operative and the Group, first of all a brief analysis of the reference macro-economic context is provided and then the progress of the main elements characteristic of the management during 2008 will be analysed.

D.1 ] The economic

and co-operative context Over the course of 2008 the slow down of the economic trend which had already been profiled at the end of 2007 was accentuated in global macro-economics. The economic financial imbalances were manifest in their entirety and diffusion particularly over the course of the last quarter when the financial crisis was transmitted to the economic activity through numerous channels. The price of crude, just as many other raw materials including agricultural materials, after reaching record quotations at the beginning of the second semester of the year (147 USD/barrel) began a rapid descent in relation to the souring of the economic trend which brought the end of year quotation to 40 USD/barrel. In the United States in the last quarter of 2008 the GDP suffered an abrupt drop-off, -6.2% compared to the three previous months, to which the private consumption decline, dropping by 4.3%, contributed.

In spite of this, thanks to the positive trend of the last two quarters, an overall increase in the GDP in 2008 of 1.1% was registered. In any case, this data reflects the marked slow down of private consumption (+0.2% in 2008 compared to +2.8% in 2007), the exportation slow down (+6.2% in 2008 compared to +8.4% in 2007) and the strong reduction in residential building investments (-20.7% in 2008 which is added to -17.9% already encountered in 2007). The situation had important effects on the labour market in which, during the year, more than 2.5 million jobs were lost. The marked economic slow down and the drastic drop in prices of energy products is clear even from the inflation data: +0.1% compared to the previous financial year. The United States government approved various actions aimed at sustaining the economy. In particular, thanks to

the American Recovery and Reinvestment plan, it destined more than 700 billion USD to economic actions, most of these dispensed through tax breaks aimed at giving back support to the economy thanks to the increased consumption which should result.

Therefore, the United States decided to intervene in support of consumption, continuing to place itself as the main planetary market (consumer). Emerging countries, for the first time since the post-war period, suffered a crisis imported from advanced countries and economies which historically have always represented an external development motor, and they saw a reduction in the GDP growth (+6.3%). The Chinese GDP in 2008 grew 9.7% compared with the previous year. The Chinese government, in November 2008, launched an important plan to support the economy. Of the more than 700 billion USD, more than half were destined to infrastructures and public construction. Thanks to these actions, the 2009 GDP is expected to grow 6.4%, showing just how hard the crisis struck even this important player in the global economy. From the analysis of the composition of Chinese public action, it can be seen how China, thanks to the strengthening of their own infrastructures, will continue to be among the main global manufacturers of consumer goods.

The the Euro Area (euro 15) beginning from the second quarter of the year, the GDP, in real terms, registered negative trends, sanctioning (for the first time since the adoption of the single currency) the beginning of a recessive economic phase. In any case, the real GDP grew by 0.7% on an annual basis in the Euro 15 Area and 0.9% in the vast Euro 27 Area. The weak trend during the year spread to all of the main European economies and to all of their main sectors with a particularly pronounced drop in the value added in industry and construction. The factors which slowed growth were the stagnation of exportations and private consumptions, respectively increased by 2.0% and 1.3% compared to 2007 in Euro 27 Area (the previous year growth had been 5.0% and 2.1%). The consumer price index in the period increased by 3.3% (compared to +2.1% in 2007). The actions of the European Governments in response to the economic crisis were much more contained compared to those of the USA and China and favoured, depending on the country, construction of public infrastructures (mainly), automotive industries and, in some cases, subsidies for companies. In Italy, the GDP decreased by 1.0% on an annual basis while in 2007 it had grown by 1.5%. For three consecutive quarters the product trend decreased, setting up a scenario of technical recession.

Among the quarterly findings, the poor fourth quar-

_page 38

ter stands out: -1.9% compared to the previous one and -2.9% in terms of tendency (2008 fourth quarter compared to 2007 fourth quarter). The rapid deterioration reflected above all on the definite worsening of the international���������������������������� ��������������������������� macroeconomics and the consequential drop in foreign demand, in the face of the persistent weakness of the internal situation. Exportations decreased significantly (-10.7% was the last quarter tendency data) compared to an increase which was close to 5% in 2007. Gross fixed investments suffered from this, dropping by 9.3% in terms of tendencies in the fourth quarter and, in particular within the aggregates, company investments in machinery and equipment, decreased in the same period by 9.3% on a tendency base, household expenses continued to stagnate (-1.5% in the fourth quarter compared to the same period of the previous year). The unemployment rate rose from 6.2% in 2007 to 6.%% in 2008. The INPS further indicates an increase in the hours authorised for resorting to the ordinary earnings equalization fund. Inflation rose from 1.8% in 2007 to 3.3% in 2008. Over the course of the year, the rate showed growth until the summer, surpassing the 4% on a tendency base and then significantly dropping (2.2% in December) following the reduction in prices of raw materials due to the low demand consequential of the spread of economic crisis. Italy undoubtedly possesses some critical factors which give it an advantage over other countries in the Union. Among these, above all, is the lower flexibility in fiscal policy due to the high public debt. Nonetheless, it should be pointed out that the Italian economic scenario also presents some positive structural elements compared to the rest of Europe. In particular, the real estate market appears less exposed compared to a vertical drop in prices and household indebtedness remains at extremely contained levels.

D.11. ] The currency and financial

markets situation During the course of the year, as a reflection of the worsening of the financial crisis, the conditions of the interbank markets have remained tense, reflecting the persistence among the operators of liquid and counterparts risks. The real estate market, even if in a different measure among the various countries, has continued to show great weakness as

an effect of the “subprime” mortgage crisis begun in August 2007. The crisis worsened in September 2008 with the bankruptcy of the “Lehman Brothers” business bank, having repercussions on some important American and European financial institutions, generating an extreme crunch on the credit and interbank markets and the fall of stock quotations on a global level. The chain of events provoked the immediate and definite intervention of the currency authorities and American economic policy which, through significant actions (such as the Troubled Assets Relief program and the American Recovery and Reinvestment plan) avoided the expansion of the bankruptcy to other numerous financial institutions (AIG, Citigroup, Merrill Lynch, ...). The ample action to combat the financial crisis developed along the guidelines traced by the ministries of finance and the directors of the central banks in the G8 Group countries on 10 Oct 2008. With the re-entry of inflation tensions, mainly following the drop in raw material prices, and in context of deterioration of the real economy, the central banks also enacted a definite slow down of currency restrictions and considerable actions in support of liquidity in the currency markets. At the beginning of October the first trend currency policy intervention on an international level in history was implemented, being concluded on 8 Oct 2008 with the simultaneous rate drop by BCE, Fed, Bank of Canada, National Swiss Bank, Central Bank of Sweden and Bank of China. Distinguishing itself for its greater activism was Fed which, after having dropped the official rate seven times over the course of the year, bringing it to 4.25% at an interval between zero and 0.25%, began some manoeuvres among which the opportunity to purchase the commercial cards issued by the main North American companies should be pointed out. The BCE was the most cautious. In fact, in July, pressed by the growing tendential inflation due to the increase in price of the energy and food products, increased the official rate by 25 basis points. The sudden variation of currency policy occurred only in the last quarter of the year, with the change in official rate from 4.25% to 2.5%. The Italian government adopted some measures in the form of law decrees, aimed at sustaining the economy, in particular providing the banks with the necessary resources (through i.c.d. “Tremonti

_page 39

Bonds”) in order to return within the capitalisation parameters set up by the Bank of Italy (Core Tier One) and to allow them to resume credit dispensation. It should, nevertheless,������������������������������ be pointed out that the Italian credit system appeared more solid than that of other countries and that apparent “backwardness” that the domestic institutes disclosed in past years, compared with their international competitors in the use of sophisticated financial tools (securitizations, derivatives, etc.) were found to be a competitive advantage. To date no cases of bankrupty have been registered and the Government has not had to intervene in any credit Institution as the American government has had to do as well as the majority of the Euro Area countries. The Tremonti Bonds seem sufficient to guarantee the solidity even of the banks which show the worst asset situations. The positive element has nonetheless not avoided a strong concentration of dispensed credit on the domestic market both to businesses and households. The credit demand has, in fact, remained very sustained while the bank credit has reduced drastically in the last part of the year. The quality of bank credit has also worsened, as could have been expected, with an increase in outstanding credit of 1.5% in 2008, the immediate consequence of which was a significant reduction in the initial credit lines. Considering the higher risk of the economic activities in the current trend, the national bank system acted on the levers of the spreads, which beginning from the second half of 2008 were strongly increasing, above all on mid/long term operations. The financial crisis had significant repercussions on all of the global stock markets. At the end of the year, the American “Standard and Poor’s 500” index lost 38.5% of the twelve months, the European index “Eurosto-xx 50” lost 44.4%, the Japanese “Nikkei 225” lost 42.1% and the Chinese “Hang Seng” lost 48.3%.

D.1.2 ] Forecasts According to the forecasts prepared by IMF, World Economic Outlook (January 2009), over the course of the current 2009 year all of the global economies will show strong GDP reductions and only in 2010 will a growth scenario be seen. At a global leve, the GDP growth showed negative, at -1% in 2009, while a pick up of +1.5% is expected in 2010. The American GDP should drop by 1.6% in 2009 to then grow over the course of 2010 (+1.6%). In the Euro Area, the decrease in the current year should be more marked (-2.0%) and the pick up slower (+2.0%) in 2010. The emerging economies will see the growth contract to 3.3% in 2009 compared to a pick up on

2010 of the GDP to +5% (in any case less than the +6.3% in 2008). In any case, it is impossible not to point out that the revisions�������������������������� of these forecasts, traditionally formulated no more than a couple of times per year, have become quite frequent, as a demonstration of the severity of the unpredictability of the consequences due to the current economic crisis.

The trend data of the 2009 first quarter referring to the Italian GDP are quite alarming. The steady decrease between January and March of this year is equal to 2.4 percent, while that over the last twelve months (April 2008 - March 2009) was 5.9%.

The bearish currency policies of the main central banks continued over the course of the first months of 2009. To date the official rate of the Euro Area is equal to 1%. However, particular evidence regarding a pick up in credit dispensation has still not been found. The effects of the currency policies emerge, however, in the registration of the Euribor rate drop which, after reaching the maximum in the month of October 2008 (when both the 3 and 6 months quoted around 5.5%), beginning in December it began a rapid descent. At the end of April the 3 month quotations and 6 month quotations were respectively 1.4% and 1.6%.

The financial markets, after having reached a minimum at the beginning of March (registering decreases of about 30% compared to the end of 2008) seem to realign with the values of last December. Nevertheless, to date the high volatility of stock trends is maintained. After last April’s G20, it was thought that the acute phase and that the generalised risk of a crash of the global financial system had passed, which does not mean that the real economic crisis has passed, from which recovery would have required many more months. The summit was crucial because it reaffirmed the commitment of the larger countries to sustain employment and demand with strongly expansive currency and balance policies, to heavily strike the tax havens and to ensure the pick up of credit with issuance of further liquidity, recapitalisations of financial institutions and measures intended to resolve the problem of toxic assets, the volume of which remains uncertain but which is considered to surpass the incredible amount of 12 times the global GDP. Further interventions were adopted in order to carry out a radical reform of the International Monetary Fund and of the Word Bank; and financial assistance was triplicated to emerging countries whose population is living really devastating consequences due to the crisis.

Moreover the Financial Stability Forum was enforced and institutionalized in order to monitor the

_page 40

financial markets and identify new regulation policies, assist countries in implementing new and enforced regulating standards, assess the suitability of work carried out by subjects who must prearrange the new international standards of conduct, set guide lines for the subjects in charge of controlling the cross-border finance companies, and elaborate emergency plans for any possible crisis of international financial subjects with systemic risk . With reference to bankers fees it was also set that they must be consistent with long term objectives and cautious in assuming risks. Further to these determinations the European parliament has already adopted some measures concerning the regulation of audit company activities and of the hedge funds and new capitalization requirements of insurance companies. Also the revision of banks capitalisation requirements is forecasted as soon as the financial markets will allow it.

The financiarization of the system, unhooked from any reference of the real economy, has conducted on the verge of the global catastrophe and in 2009 presents a world where income inequalities among people are even greater than in 1929. The financial system that would have had to manage the risks, instead created them, instead of financing enterprises, it preferred using capitals for subprime mortgages or other predator loans in a view of maximizing the short term results and careless of the consequences medium long terms. To go out of the crisis it is necessary to go back considering finance as a mean to allow production investments, to sustain work and people’s ideas.

D.1.3 ]

Trend of the financial management of CPL CONCORDIA Group in year 2008

The macroeconomic scenario just described characterised the financial management results of many companies in a negative way. Instead it is a great satisfaction to state that the same negative effects are not found in the financial statement of the Group Leader, and substantially in the whole Group, that in the contrary presents, in a so difficult year, the best results of the last six financial management years.

It must be pointed out that the Cooperative within its function of Group Leader determines also the finan-

cial policy of the whole Group, except for the subsidiary Cristoforetti that in fact is established with the proportional method. Differently than other subjects treated in this report it is opportune, in this chapter, to dwell on the financial policies of the Group Leader related to the Group that in fact is subjected to its strategies.

From the reclassification of the profit and loss account of the Group Leader this statement seems evident: the incidence of the net financial management related to the production value was of 1,16% in 2008, of 1,22% in 2007, of 1,50% in 2006, of 1,93% in 2005, of 2,04% in 2004 and of 1,46% in 2003. The gradual increase of rates registered in year 2006 that continued throughout 2007 and finished in October 2008 had a limited impact on the overall financial charges of CPL CONCORDIA. The above data clearly point out how, to the progressive increase of rates registered in the markets in the last three years followed, from year to year, a constant reduction of the financial charges incidence of the Cooperative. Therefore it is a completely anti-cyclic trend, due both to the re-organization of medium long term payables already carried out in year 2005 and to the effective strategy of the Company in containing the current assets.

Most of the loans that the Group Leader will make use of include payment of interests and capital with half-yearly instalments: Therefore the reference rate was updated twice, partially contributing in containing the negative effect created by the increasing rates (vice versa, in times of decreasing rates like at the present, the half-yearly updating is an unfavourable element). At the date of 31 Dec. 2008 the Group Leader did not make use of any short-term overdrafting. The containment of assets instead was achieved thanks to better appropriate actions, turned to achieve the greatest deferment of payment by suppliers and to set great attention on respecting the cash conditions of receivables from customers. In this respect it is pointed out that at 31 Dec. 2008 the Group Leader has noticed the lowest (absolute) value of overdue receivables of the last eight years (but in the same period the production value increased of fifty million Euro). Also this is a data absolutely in countertrend related to the reference context. In must also be specified that in 2008 the further improvement of the main bal-

_page 41

ance sheet indicators, that follows the interrupted improvements achieved from year 2005 and then on, allowed containing the spread paid by the Cooperative on the two main lines allocated by the banking system, thanks to covenants provided by the contracts. The pool headed by “Unicredit Banca d’Impresa” of 4 Aug. 2005 and that headed by “Banco Popolare di Verona e Novara” of 21 March 2003. Also the loan of 4,0 million Euro granted in date 24 Dec. 2008 by “Banca Popolare di San Felice” provides a variable spread to be updated yearly in relation with the same covenants.

During the financial year 2008 the Company raised four new medium long term credit accounts and saddled the payment of a fifth line granted in the course of year 2007 by “Banca Popolare di Verona – bsgsp” to the Subsidiary “Immobiliare della Concordia S.r.l.” (2,5 million Euro, expiry 31 Dec.2012).

The aforementioned loans were granted by: “Cariparma” (3,0 million Euro, duration 60 months), “Interbanca” (10,0 million Euro , duration 36 months), “Coopfond” (3,0 million Euro , expiry 31 Dec. 2015), “Banca popolare di San Felice” (4,0 million Euro , duration 11years).

The market value of the five operations was 22,5 million Euro. Three of the four new lines obtained by the Group Leader corresponding to 17,0 million Euro were agreed in the course of the last quarter of the year, therefore totally in the financial crisis and of the credit crunch, confirming that also in the most difficult moment of the market the Company was trusted by the credit system. These three new lines were raised for precaution reasons related to a credit contraction that seemed unrestrainable and not for real cash needs. This is demonstrated by the liquid assets at 31 Dec. 2008 of 23,8 million Euro, 14 million more than the previous financial year. The liquidity that the Group Leader benefitted of during the whole year was used in short term bank deposits or loaned to Subsidiaries is case of need (the infra-group loans balance increased of more than four million Euro during the financial year), in this way it avoided to run into debit with the credit system that had greater rates related to rates that Cpl would have received in case of use. In this way the Group financial management was optimised as also the financial management results and the consolidated balance statement. The bank deposits used for liquidity often referred to finance companies of the local cooperative system (Finpro and CCFS). In the first months of year 2009 the Group Leader continued its strategy of procuring medium long term sources by raising other two credit accounts. the first (of 3,0 million Euro, duration 36 months) granted

by “Deutsche Bank”, the second (of 4,0 million Euro, duration 60 months) by “Cassa di Risparmio di Ferrara”. In the same period the Group Leader exposure grew for the credit system of about eight million Euro, while for the Group it was of 9,5. The worsening of the net financial position was caused both by the worsening of the collection trend and by the turnover increase in course, that initially creates an increase of current assets. At the 20 April 2009 the amount of overdue receivables increased of about twelve million Euro related to the end of the year and only partially the Company was successful in moving the greater need of current assets to the suppliers. At the end of April the turnover increased of 3 million related to the same value of 2008. The worsening of the net financial position is absolutely in line with the cyclicity that the trend encounters, from year to year, during the first months of the year. Furthermore it is similar to what can occur to other competitors as a consequence of the very hard financial and economic crisis in course; in fact the financial supply that many companies are experiencing force them to postpone payments to their suppliers (contributing consequently to worsen the financial cycle of collections by companies that benefit of postponed payments).

The reclassification made on economic accounts of the consolidated balance statement shows a slight increase of the net financial management incidence on the production value in year 2008 (1,84%), absolutely less that the increase that rates had during the last twelve months. From 2006, year in which the interest rates started increasing, the net financial management incidence of the Group increased from 1,70% to 1,8%. Therefore the increase was minimum related to what was occurring in the market. Therefore it is believed that the result of the consolidated account confirms the positive trend of the financial statement and is absolutely satisfying.

Only one additional relationship was activated within the Group, related to those already mentioned and started by the Group Leader, it deals about a loan stipulated with Cassa di Risparmio of Trento 2 for an amount of 250 thousand Euro with 5 year duration and with Euribor at 3 months with a 1,25%Spread.

At the moment the Group is searching for financial sources in order to support the investments plan provided by the three-year plan 2009-2011: about half of these must derive from the transfer of assets while the remaining part was appointed to an advisor in order to check the missing sources in the market.

leverage

D.2] Balance Sheets

and indicators

(Invested Capital/Equity Capital)

7.00

Here following are supplied the balance sheets and indicators of the financial statements and Consolidated balance Statement compared with the four previous financial years.

6.00

3.07

3.07

3.01

3.41

5.00 3.00

_page 42

2004

2005

2006

2007

2008

4.00 3.00

D.2.1 ] Financial statement

2.00 1.00

CPL CONCORDIA Cooperative Company: Balance sheets reclassified with the entries liquidity method

0.00

(expressed in Euro) Balance Data ASSETS

at 31 Dec 2008 at 31 Dec 2007 at 31 Dec 2007 at 31 Dec 2005 at 31 Dec 2004

Short-term assets

9,820,928

Liquid assets

Trade investments other than fixed assets

0

115,797

0

0

0

Receivables from customers and others

124,864,129

113,401,341

114,793,337

109,284,631

100,511,093

Inventories

29,810,535

21,612,224

19,608,968

21,519,647

24,311,527

Due from shareholders for outstanding payments

1,244,475

1,258,137

1,210,554

1,246,406

1,265,512

Accrued income and prepaid expenses

6,059,085

4,951,759

4,968,267

4,909,661

4,930,132

185,851,947

11,127,629

Total short-term assets

Fixed assets

23,873,723

151,160,185

5,046,492

151,708,755

12,719,079

142,006,836

143,737,343

Intangible assets

13,493,300

13,498,336

11,408,796

12,243,148

11,929,375

Tangible assets

51,850,543

47,827,824

42,099,293

36,715,963

44,255,988

Financial assets

65,369,052

53,307,242

55,983,102

62,679,434

58,742,296

Total fixed assets

TOTAL ASSETS

MEMORANDUM ACCOUNTS

130,712,895

114,633,402

316,564,842

109,491,190

265,793,587

180,665,326

111,638,544

261,199,946

171,468,227

114,927,659

253,645,380

177,431,671

258,665,001

184,742,912

167,041,130

LIABILITIES

at 31 Dec 2008 at 31 Dec 2007 at 31 Dec 2007 at 31 Dec 2005 at 31 Dec 2004

Short-term liabilities

Payables to banks

Current quota Passive loans

Payables to other lenders Financial payables to subsidiaries and associated companies Advances

Payables to suppliers

2,120,239

1,880,749

49,577

2,180,734

35,096,630

12,415,721

8,925,450

10,652,228

7,464,650

5,201,729

4,258,627

3,224,800

2,545,157

2,331,665

2,427,745

0

246,000

10,914,000

10,650,000

1,700,000

10,232,521

14,177,189

12,389,313

12,218,806

9,540,411

111,333,871

84,072,192

63,749,194

55,066,894

52,715,486

_page 43

LIABILITIES

Payables represented by securities

Payables to subsidiaries

Payables to associated companies

at 31 Dec 2008 at 31 Dec 2007 at 31 Dec 2007 at 31 Dec 2005 at 31 Dec 2004 0

0

0

0

0

2,501,232

2,568,636

4,306,318

4,927,300

5,784,269

134,574

99,023

90,904

503,126

167,236

Tax payables

5,428,011

3,868,897

6,817,606

3,474,793

4,058,863

Payables to welfare and social security institutes

2,725,195

2,235,968

1,425,301

1,321,314

1,376,026

Other short-term payables

9,657,060

4,381,088

3,965,238

6,213,651

4,528,828

Accrued liabilities and deferred earnings

405,533

291,387

340,704

507,784

576,489

Total short-term liabilities

Medium-long term liabilities

161,212,583

Bonds

125,971,378

117,245,540

106,860,718

123,173,712

0

0

0

0

0

46,168,351

36,348,586

45,273,309

50,097,220

39,361,654

0

0

0

0

0

2,046,773

1,801,315

1,701,134

2,255,596

2,884,933

0

0

0

0

0

Payables to banks

Payables to other lenders

Payables to suppliers

Payables represented by securities

Employees’ severance indemnity fund

5,721,027

6,101,664

6,507,062

5,832,038

5,461,142

Fund for pensions and similar obligations

21,526

21,526

21,526

21,526

21,633

Other funds

1,617,395

1,335,537

1,839,090

2,836,404

4,494,620

Total medium-long term liabilities

Shareholders’ Equity

Share Capital

Revaluation reserve

Legal reserve

Statutory reserves

Exchange Rate Fluctuation Fund

Merger surplus

Capital contribution reserve lex 784/80

Profit /loss for year

Total Shareholder’s Equity

Total LIABILITIES

MEMORANDUM ACCOUNTS

55,575,072

45,608,627

55,342,121

61,042,784

52,223,982

13,558,953

13,706,084

12,952,749

12,702,218

13,335,213

656,679

656,679

656,679

656,679

656,679

77,140,319

72,387,954

69,866,959

67,692,238

67,692,238

78,184

78,184

78,184

78,184

78,184

0

0

0

0

0

235,597

235,597

235,597

235,597

3,102,096

1,269,396

1,269,396

1,269,396

1,269,396

1,269,396

6,838,059

5,879,687

3,552,720

3,107,566

(2,866,499)

99,777,187

94,213,582

88,612,285

85,741,878

83,267,307

316,564,842

265,793,587

180,665,326

261,199,946

171,468,227

253,645,380

177,431,671

258,665,001

184,742,912

167,041,130

The main elements that result from the balance sheet reclassification with the method of liquidity entries concern the great increase both of the entries included in the current assets, and of the fixed assets. Concerning the increase of fixed assets + accruals and deferrals of 34,6 million Euro, this is due to the increase of liquid assets for 14 million Euro resulting from the allocation of two loans (Interbanca for 10 ml. Euro and Banca S. Felice for 4 ml Euro), from the increase of receivables from customers and inventories of works in progress for 19,6 million Euro due to the general increase of value of production and to the increase of other receivables for 1 million Euro. fixed assets register a total increase of 16,1 million Euro due in part for investments of the gas distribution networks entered among the tangible assets and in part due to the increase of equity interest and loans towards associated and subsidiary companies. About liabilities, shareholders equity reaches 99,8 million Euro, the allocations and long-term payables will increase of 10 million Euro due to the re-organization of payables, as well-explained in the financial management report, while the increase of short-term payables of 35,2 million Euro is particularly considerable. This increase is due almost completely (27, 2 million Euro) to the increase of

_page 44

payables to suppliers caused in part by the general increase of value of production and in part by the delayed billing of methane gas by suppliers at the take-over of new contracts. about the Balance sheet indicators, a general continuity of positive values in time and financial indicators are pointed out that, notwithstanding the continuous investments and the increase of current assets they remain constantly in balance.

Under this profile it is pointed out that the liquidity ratio is always greater than 1 with a constant leverage effect with values always around 3. The interest-paying debt ratio is in constant improvement, it means that the ratio between the medium and long term financial payables, related to equity capital, that for effect of the constant capitalization of the Cooperative is constantly improving.

D.2.2 ] Consolidated balance Statements (expressed in Euro) Balance ASSETS

at 31 Dec 2008 at 31 Dec 2007 at 31 Dec 2007 at 31 Dec 2005 at 31 Dec 2004

Short-term assets

Liquid assets

25,450,671

11,766,914

13,617,415

7,534,571

14,670,321

Trade investments other than fixed assets

84

115,881

84

0

0

Receivables from customers and others

148,416,906

130,329,690

130,870,797

127,978,596

132,019,289

32,925,820

28,788,701

26,140,017

36,745,161

38,367,698

Due from shareholders for outstanding payments

1,307,851

1,261,737

1,250,904

1,250,006

1,269,712

Accrued income and prepaid expenses

6,328,906

6,475,179

6,635,666

8,517,982

5,235,733

Inventories

Total short-term assets

Fixed assets

214,430,237

178,738,102

178,514,883

182,026,316

191,562,752

Intangible assets

16,518,794

16,340,101

13,351,631

14,084,073

15,659,671

Tangible assets

110,904,449

93,061,164

80,844,348

62,550,349

117,368,410

Financial assets

18,805,022

17,881,743

17,174,232

18,339,281

14,050,038

Total fixed assets

TOTAL ASSETS

LIABILITIES

at 31 Dec 2008 at 31 Dec 2007 at 31 Dec 2007 at 31 Dec 2005 at 31 Dec 2004

Short-term liabilities

Payables to banks

146,228,266

127,283,008

360,658,502

111,370,210

306,021,110

94,973,703

289,885,093

147,078,119

277,000,018

338,640,871

23,111,934

17,492,340

15,092,838

19,708,552

69,040,457

8,626,554

6,154,891

4,950,419

4,264,103

8,516,870

10,542,116

14,881,644

12,878,459

15,426,293

11,742,131

122,129,652

92,894,949

74,125,417

71,148,370

72,422,732

Payables represented by securities

0

0

0

0

0

Payables to subsidiaries

0

0

0

0

2,205

134,574

332,760

303,761

885,376

167,236

Tax payables

7,273,227

4,579,699

7,935,892

4,244,144

5,622,354

Payables to welfare and social security institutes

4,166,163

3,653,343

3,033,287

1,707,985

1,801,444

Payables to shareholders and other lenders Advances Payables to suppliers

Payables to associated companies

_page 45

Balance LIABILITIES

at 31 Dec 2008 at 31 Dec 2007 at 31 Dec 2007 at 31 Dec 2005 at 31 Dec 2004

Other short-term payables Accrued liabilities and Deferred earnings Total short-term liabilities

Medium-long term liabilities

11,375,041

5,809,331

7,500,789

7,303,347

5,906,281

477,122

479,934

942,023

1,286,141

3,591,600

187,836,383

Bonds

146,278,891

126,762,884

125,974,310

178,813,309

0

0

0

0

0

60,046,242

49,990,419

58,489,020

55,564,136

66,714,262

Payables to shareholders and other lenders

0

0

0

0

0

Advances

0

0

0

0

0

2,053,233

1,801,315

1,701,134

2,255,596

2,884,933

Payables represented by securities

0

0

0

0

0

Tax payables

0

0

0

0

0

Other payables beyond the fiscal year

208,297

516,139

270,843

278,499

263,307

Employees’ severance indemnity fund

6,132,307

6,450,792

6,955,065

7,431,485

7,115,472

Fund for pensions and similar obligations

21,526

21,526

21,526

21,526

36,426

233,177

180,518

150,012

70,873

97,876

2,307,990

2,455,799

2,942,883

3,111,398

5,010,409

Payables to banks

Payables to suppliers

Tax fund Other funds Total medium-long term liabilities

Shareholders’ Equity

71,002,772

Share Capital

61,416,508

70,530,483

68,733,514

82,122,684

13,558,953

13,706,084

12,952,749

12,702,218

13,335,213

656,679

656,679

656,679

656,679

656,679

77,140,319

72,387,954

69,866,959

67,692,238

67,692,238

78,184

78,184

78,184

78,184

78,184

Capital contribution reserve lex 784/80

1,269,396

1,269,396

1,269,396

1,269,396

1,269,396

Consolidation reserves

3,096,761

2,256,942

2,565,595

(7,874,424)

(6,624,127)

235,597

235,597

235,597

235,597

3,102,096

(874,376)

(79,039)

483,057

(79,316)

(35,563)

0

0

0

0

0

5,463,119

6,802,374

3,238,135

5,643,749

(4,351,051)

Revaluation reserve Legal reserve Statutory reserves

Merger surplus Exchange rate fluctuation fund Profit / loss carried forward Profit /loss for year Total Shareholders’ Equity of the Group

Minority Interests Total LIABILITIES

100,624,633

97,314,172

91,346,351

80,324,322

75,123,065

1,194,714

1,011,540

1,245,375

1,967,873

2,581,813

360,658,502

306,021,110

289,885,093

277,000,018

338,640,871

_page 46

FINANCIAL AND NET WORTH ANALYSIS

Balance at 31 Dec 2008 at 31 Dec 2007 at 31 Dec 2007 at 31 Dec 2005 at 31 Dec 2004

Liquidity ratio

1,14

1,22

1,41

1,44

1,07

leverage (leverage effect)

3,79

3,38

3,29

3,71

4,26

Interest-paying Debt Ratio

0,70

0,68

0,74

0,96

1,63

Elasticity ratio

1,47

1,40

1,60

1,92

1,30

EBITDA/DEBT

39,04

40,14

32,36

22,50

9,98

DEBTI/EBITDA

2,56

2,49

3,09

4,44

10,02

DEBT

66,334,059

61,870,736

64,914,861

72,002,220

129,601,267

EBITDA

25,897,143

24,831,857

21,006,507

16,204,064

12,938,903

The dynamics of the group follows slavishly the Group Leader dynamics.

Assets increased in total of 54,6 million Euro. This increase is mainly due to current assets for 35,7 million Euro and to fixed assets for 18,9 million Euro, almost totally used for tangible assets, gas distribution networks and buildings, through the purchase of the hotel building. The current assets increase are generated by liquid assets for 13,6 million Euro, receivables and inventories for 22,2 million Euro. This latter increase is mainly attributed to the general increase of production, in addition to a slow down in payments, mainly from public institutions.

In the Liabilities it is signalled that the Group reaches a consolidated Shareholders’ equity of more than 100 million Euro. Funds totalled 8,7 million Euro, short-term payables 187,8 million Euro with an increase related to the previous financial year of 41,5 million Euro. This increase is due for 29.2 million euro to suppliers, instead the remaining part to other debits, therefore almost completely extinguished at the beginning of 2009. The increase of payables to banks in the short term equal to 5,6 million Euro is totally covered by liquid assets, Concerning the consolidated balance statement indexes it is necessary to point out that they essentially reflects the Group Leader’s one. The liquidity index (1,14%) is substantially similar and in continuity with the previous year, as for the leverage effect that signals a slight worsening related to 2007. Among all the indexes of financial type, the index which is mainly checked by the outside world and by the Group is the DEBT and EBITDA ratio, which is between non-interest liabilities and gross operating margin. This index represents the capacity supplied by the characteristic

management to repay the debit. Conventionally and in covenants of the bank system, this index is considered optimal when it is around a value of 3. The Group since 2006 up to today has constantly maintained this value around the recommended ratio.

This index measures the economical financial health status of the group and helps achieving very interesting conditions concerning the cost of money.

Concerning the Financial Reporting of the financial year refer to the appropriate prospect included in the Accompanying notes of the Consolidated balance statements and the financial statement of the Group Leader.

_page 47

E ] Report of the A.P.C. Common Representative Audit of the new long-term investment program results 01/01/2004 31/12/2008 Staring from financial year 2004 the analysis of the investments program implementation is carried out basing on the data of the new long-term plan approved by the Shareholders’ Meeting of 04/12/2004. The five-yearly plan of Cpl’s investment plan is included in a proper attachment, in the version approved by the Meeting of 04!12/2004 and the analysis of the deviations between the budgetary data and the final results with reference to the financial years 2004-2008.

Financial Year 2008 The expenditures for investments of the Cooperative company during financial year 2008 is about 22,7 million Euro (net of alienations). This data is different than the forecast expressed for the net investment of the financial year for an amount of about 11,9 million Euro. Below are the details of these movements: 1. Intangible Assets The net investments of intangible assets in financial year 2008 amount to 4,2 million Euro, therefore inferior to the expectations of the investment plan, that forecasted expenditures for 5,8 million Euro. The most consistent movement was registered for what concerns: the item “Fixed assets under construction”, that signalled investments for almost 1,6 million Euro for extraordinary maintenance costs related to the renewal of two buildings (not proprietary) that are the two branch offices of Bologna and Concordia; the item “Other fixed assets” which signalled net investments for about 2,4 million Euro related to: investments in software, maintenance of social buildings rented out, costs held for the acquisition of a multi-technological contract work for Lazio Region, investments in heat management systems and public lighting that at the end of the contract will remain be the purchaser’s property.

2.Tangible assets The net investments of tangible assets in financial year 2008 totals 6,4 million Euro, where the investment plan forecasted expenditures for 4,5 million Euro. the variation is mainly due to the greater investments in Equipment and Machinery, in particular for the realization of gas networks in the basins in which the company operates in concession (Campania basins 25 and 30, Calabria 20, Sicily 12 and 17 and those related to the municipalities of Cittanova in Calabria, Palma di Montechiaro and Camastra in Sicily

and San Giuseppe Vesuviano in Campania).

3. Financial Assets this items increases of about 12,1 million Euro against a 500.000 Euro forecasted increase. The considerable difference is due to a greater commitment of the Cooperative in the financial support activity of the companies of the Group, and in particular: the increase net of reclassifications, alienations and depreciations, participations to companies for 8,5 million Euro (the most important 3,8 million Euro of Immobiliare della Concordia S.r.l. for buyout of the building in leasing, 1 million Euro of Erregas S.r.l. for transformation of the interestbearing loan, 2,5 million Euro of Cpl Romania for transformation of the interest-bearing loan.

The net increase of financial receivables of 3,6 million Euro (in particular the most considerable were realized for the companies Coop Gas, Cpl Romania, Energia della Concordia, Erregas, Si.Gas, Ischia Gas, Immobiliare della Concordia and Marigliano Gas). The greatest difference is registered among the financial assets, where the investments realized exceed the amount forecasted in the 2004-08 plan of 34,5 million Euro.

cash flow (shown in thousands of Euro)

70,000 60,000 50,000 40,000 30,000 12,974

20,000

17,106

10,891

10,000 0

13,615

9,395

2004

2005

2006

2007 2008

_page 48

This was counterbalanced by minor investments carried out among the tangible and intangible assets; the explanation can be identified in the choice of the Cooperative to entrust the greater part of the operating investment to the subsidiary companies, which in any case are constantly financed by the Group Leader.

Amounts in thousands of euros Intangible Assets

Plan total Final total 2004/2008 2004/2008 Difference 28,429

23,740

(4,689)

Tangible Assets

27,021

14,046

(12,975)

Financial Assets

(27,500)

7,010

34,510

Total

27,950

44,796

16,846

Financial coverage for investments In consequence of what exposed above, during the year just ended the Cooperative expenditures for investments, net of incomes deriving from disinvestments, totalled about 22,7 million Euro. The financial coverage of these investments was fully ensured by the resources (cash flow) produced by the characteristic company management. The net variation of the share capital represented by A.p.C and resulted being negative for about 1,531 thousand Euro due to the reimbursement of subscribed shares.

With reference to the final balance of 2008, the net investments held by the Cooperative were self-financed without applying to third parties; in fact the net financial position at 31 Dec. 2008 was equal to 41 million Euro, with a slight increase of 200.000 Euro related to the previous financial year. In detail, it is pointed out how Cpl, also from a prudential point of view, wanted to safeguard itself by signing medium term financial contracts in order to have a company’s liquidity that turns to be an insufficient resource in consideration of the particular market situation (this without having impact on the net financial position).

F ] Research & development

In the year 2008 CPL CONCORDIA has continued its Research and Development activities, with the objective to: a) improve the automatic remote data recording and management systems; b) increase the Software and computer services at disposal of Cpl group and own customers.

In total the 9 projects indicate below were brought forward: a) for the operating range concerning the data survey and management systems with remotecontrol equipment of the production processes the main projects were: Project n. 01 STUDY AND DESIGN FOR THE OPTIMISATION AND EXTENSION OF THE ELECTRONIC REMOTEREADING SYSTEMS APPLICATION FIELD: EDOR, EMET, EFOR Implementing activities were carried out in order to improve the existing functionalities of Cpl equipment and in some cases by implementing new functionalities.

Project n. 02 STUDY AND EXPERIMENTATION OF ACCURATE ENERGY SAVING SYSTEMS TO BE APPLIED IN PUBLIC LIGHTING SYSTEMS the necessity to reduce energy consumption, in order to reduce public lighting systems management costs, lead CPL CONCORDIA coop. company to search new and innovative energy saving systems in the market, identifying the product with the best quality/price ratio to be used in the experimentation activity related to project 6.

Project n. 03 STUDY, DESIGN AND EXPERIMENTATION FOR THE DEVELOPMENT OF A NEW SOFTWARE SYSTEM TO EXCHANGE DATA BETWEEN THE DISTRIBUTION COMPANY AND SALE COMPANY OF METHANE GAS. CPL CONCORDIA coop. company adopted the Microsoft Dynamics NAV platform to realize two different vertical Softwares called “Energy & Environment Distribution” to manage the distribution activities “Energy & Environment Sales” to manage the activities of methane gas sale. The necessity to optimise the management activities for the two applications lead to realize an automatic software system for data

_page 49

exchange (new pDR, users handling, technical data, etc..) between the sales application and the distribution application and vice versa.

Project n. 04 STUDY, DESIGN AND EXPERIMENTATION FOR THE DEVELOPMENT OF A NEW SOFTWARE SYSTEM FOR ELECTRICAL ENERGY BILLING. Considering that many gas selling companies have also acquired customers supplying them with Electrical Power, a specific vertical Billing and Metering application was implemented for Electrical Power users management by using the Microsoft Dynamics NAV platform, in order to make other functionalities available, reducing the modifications related to the softwares already used. The vertical application that was realized allows managing Electric Power sale billing keeping in consideration new needs and trade offers required by the free market.

Project n. 05 STUDY, DESIGN AND EXPERIMENTATION FOR THE DEVELOPMENT OF A PROTOCOL AND A SYSTEM FOR THE NORMALIZATION OF DATA ACQUISITION OF ELECTRONIC VOLUME CONVERTERS. the national and European law evolution in the field of data transmission protocols for natural gas electronic volume converters required the necessity to start a study and renovation project for communication protocols. The choice initially for technical and trade reasons, to continue in this direction was additionally confirmed after the publication of the resolution 155/08 dated 22 Oct. 2008 “Instructions for the obligatory commissioning of gas metering units meeting minimum functional requirements and having remote reading and remote management functions, for all redelivery points on natural gas distribution networks”.

Project n. 06 STUDY AND EXPERIMENTATION OF ENERGY SAVING SYSTEMS TO BE APPLIED IN PUBLIC LIGHTING SYSTEMS This project completes the project of item 2 and concerns the experimentation in field of technologies aimed to energy saving for public lighting systems.

Project n. 07 ANALYSIS, DESIGN AND REALIZATION OF A NEW WEB-BASED GIS SOFTWARE FOR THE PUBLICATION OF GRAPHICAL ELEMENTS AND CONSTANT ALIGNING WITH THE MANAGING SYSTEM At the end of 2008 CPL CONCORDIA Coop. Company purchased the development and realization of the Information System for management of real property and equipment management of ASI Liguria. Starting from the implementation of programming parts directly on Autocad 2009, and aiming to arrive to the complete publication on web of the graphical printouts properly checked and validated by the system up to the complete and constant alignment between graphical and alphanumerical data. Engineering offices will have the possibility to download the drawing of a hospital, to carry out architectural and systems modifications and reload the file in the system that after the appropriate checks will align all the alphanumerical data keeping the Information System always updated.

Project n. 08 STUDY, DESIGN AND DEVELOPMENT OF A MONITORING SYSTEM FOR THE FUEL TANKS LEVEL MONITORING WITH POSSIBILITY TO BE USED IN SERVICE MODE THROUGH CPL CONCORDIA’S WEB PORTAL experience gained by CPL CONCORDIA Coop. Company in monitoring systems distributed in geographical areas and the will to approach markets that are not part of the company’s historical “core business” lead to the realization of a feasibility study for a monitoring system of tank levels installed at fuel distribution service stations. Technical economic offers resulting from this study generated the interest of potential customers.

Project n. 09 STUDY, DESIGN AND DEVELOPMENT OF A WEB SUPERVISION SYSTEM FOR ACQUISITION ANA MANAGEMENT OF PROCESS SYSTEMS, WITH POSSIBILITY TO BE USED IN SERVICE MODE THROUGH CPL CONCORDIA’S WEB PORTAL for the ODOGAS service of CPL CONCORDIA Coop. Company (complete management of the odorisation of methane gas distribution networks) was developed the ODOWEB service, by means of which it is possible to acquire the necessary data for the correct management of the systems and publish them on the WEB portal of CPL CONCORDIA coop. comp. This system allows improving the quality and management costs minimizing the visits of technicians on the field, and to offer a tool to customers in order to check daily the correct odorisation management of their own Gas Distribution networks.

_page 50

G ] Own actions

The Parent, on 31.st of December 2008, does notown any own actions.

H ] Information according to the Article 2428 paragraph 2, point 6 bis

The Group Cpl Concord has an organizational structure, business processes, human resources and skills are required to ensure identification, monitoring, control and management of various risks that characterizethe business. Theprocess of management, control and covering any risks is being developped across ddifferent levels ofinternal organisation.

The following are the types of risk, which the Group is ubmitted in the normal course ofbusiness.

Interest rate risk: it consists in the possibility that the cooperative and the group suffer highercosts due to changes in interest rates charged by the market.

All lines of credit, with very few unimportant exceptions, are, in fact, providing the recognition for financiers on variable tax. On 31.12.2008, the Group had outstanding ­contracts to cover this risk (actually on the date: 31.10.2008 was terminated the contract for coverageof known taxation of 20,0 millions that has begun on 29.10.2003 with “Unicredit Banca d’Impresa”). Risk management is done through the constant monitoring of the market developments and with the constant comparison with average rates estimated by the budget financiers: Thepotentialactivation of new coveragewould be executable only if the registered increases and expectations on the movements­ will encounter rate higher than the ones used in a drawing of three-year plan, causing significant risk of drawbakc to the achievementof objectives. For this taksto monitorthe movements of taxation, the Group also uses the expertise of qualified professionals from the outside.

Currency exchange risk: are very limited importsof raw materials and sales in currencies other than Euro and, given their low value, no coverage of currency risks is active. Only at some supplies comingfrom abroad, the Company has purchasedforeign exchange under circumstances, which coincide

with moments when they had to make payments. In the future, it is deemed to continue to operate in this way,­considering onlyif necessary, the coverage, unless the imports of raw materials will achieve a significant importance in their acquisition, compared to total purchases. a subsidiary in Rome “CPL CONCORDIA Filiala Cluj S.r.l.” has two financing contracts in euro, and should ­it come to the devaluation of the RON againsteuro, it would immediately result in the losses on foreign exchange. Theamount of the two lines of debt to total liabilities is in absolute possesion and the company is abudantly capitalized. However, you are analyzing­ some solutions to try to limit the risk or transfer it to third parties.

Credit risk: is the risk arising from­any defaults or delays by customers of the Group­infulfilling their obligations. Management­of creditsis done directly by the Group’s companies, with athe help of internal resources and expertise and with limited use of external professionals. Such managementis leading to a precise choice: since most of the clientelle is is between a public or publicly owned companies(both directly and through contracts acquired through consortia),the acceptance of claims requires, in addition to constant monitoringby financing structure authorities, the collaboration of all stakeholders inside and have relationships with customers: commercial structure that captures the order to the technique which runs it, and, in some cases,the legal office that evaluates possible recovery actions.

It considers outsourcing not suited to handle these types of receivables owed by customers.

The Company carrying out the evaluations of the monthly credit, divided by areas ofbusiness attributable to business executives who have, among others, the task of containing the impact of the decline within predetermined limits. The measurements are then made for covering the aging. The internal procedure provides some steps for the management of the end, going in thenotice / written warning untilany legal action against the debtor (sinceformal notice).

At year end of 2008, the Parent Company’sbalance sheet showed, the current assets against the customers for a total of 118 million euros compared to 105.2 millionsofthe previous year, although increased in absolute terms, their impact in relation to

_page 51

totalassets declined from 39.57% to 37.27%.

On the same datethe total amount of past­due loans was 26.1 million euros, up better than the last eight years. Among these, 21.9% had delays of less than 30 days,11, 01% delays of between 30 and 60 days, 9.53% delays between 60 and 90 days, 57.56% delay than 90 days. In general, the credits, admitted in principle­for public entities,are not guaranteed.

These however, are required by the Company in the drafting of major supply contracts with private customers, or whenever the deemappropriate. These totals amounted at year-end 2008, to 1.7 million. Alsoconfirms the consolidate data on the data of the Company: on 31/12/2008 customer receivables as current assetswere increased in absoluteterms (as a consequence ofincrease of the production value), but declined in relativevalue (from 39.13% in 2007 fell to 38.06 % in 2008).

The strong garrison on the loans made, the perfect­ knowledge of individual situations and DSO allow the Group to carry out accurately, when needed, ­the provisioning for future loan losses.

use ofautomation, the’“outsourcing” of corporate functions­, theuse of a limited number of suppliers, a change ofstrategy, fraud, errors, recruitment, training and retention of staff and finally, the social and environmental impacts. Itsis not possible to identify a stable source of risk prevalent, which are inevitably inherent in all businessprocess activities. This feature causes the Group to implement actions to mitigate the risk, either through the government’s close corporate functions (during the current financial year 2009 was carried out a complete remapping of the­ risks imposed onproduction)and the continuous improvement of processes through the transfer tothird parties by means of insurance.

Liquidity risk: is a possible condition­of instabilityarising from any thing of negative imbalancebetween incoming and outgoing cash, if not adequately covered by cash reserves. This risk is managed throughthe planning of cash advances, despite thesignificant presence of public customers hinderssignificant presence of public customers hinders To all customers of teh Parent company has been assigned a rating, based onD.S.O. internal, indicanting thepunctuality of the repayment of their debts. Much easier are instead the estimates of expenditure. Accordingly planning the cash advance canbe made for increasing levels of customer ratings and various steps of sensitivity. In this way, it is always possible to cross-check the availabilityof FDI to address any cash imbalance.

Strategic risk: is defined as the likelihood ofconfession of profits or capital arising from changesin the competitive environment or based on the wrong strategic business decisions, from inadequate implementation of strategic decisions, with low or no­responsivenessto changes in the competitive environment. Theconstant monitoringofthe movements of managementof the companies with highest importance and and all other relevant variables, be they internal orexternal to the Group, equips enterprise organizationswith strategic responsibility to minimize that risk, allowing timely adjustment and / or correction also to amend competitive elements of the market.

Market risk: is the possibility that that the Group is affected by lower revenues than expected according to the planning, impairment ofbalance sheet items or economic losses for work performed but not yet invoicedat the end ofyear. This risk is regularly­monitored through a precise system of Control Management.

Operational risk: is the possibility that acompany has to suffer losses resulting frominadequate or incorrect operation of company procedures, mistakes or failures of human­resources and internal systems or from external events. Among the main sources of operational riskthere can be: linstability od operational processes, the lack of IT security, the increased

Commercial risk: isthe risk of lower revenues and/ or lower margins following the renewal of the operational portfolio. Through constant monitoringof the acquired portfolio and business processes that determine the method of number of bid submissions to pre-determine the economic andfinancial reference, the Group seeks to limit that risk.

Reputational risk: is the risk of fession of earnings or capital arising from negative perceptionofthe image of the Companyby customers, counterparties,­ investors and, more generally, stakeholders, dueto the expression of critical events related,for example, to the certain areas of operations, products or processes.

The Group, always particularly sensitive to their image and to the consolidation of its reputation, implements a policy of one-time prevention: 1) the protection of stakeholders, providingthem with adequate information onbusiness­; 2) a careful and effective monitoringactivities, not only formal consistency of operating­ procedures and conduct business withexternal rules, regulations and principles adoptedinternally.

I ] Organization Model legislative number 231/01 Code of Ethics

Environmental risk: fromtheOffice for Safety and Environmenthave been issued in the year 2008 some 150documents for risk assessment (POS and art. 26 ofLegislative Decree no. 81/08). This number includes only thosedocuments prepared for the work awarded and executed,but should be added to all documents prepared for thecompetitions, in which the Office is participating. So the total number of documents comes to 250. The documents prepared for the won tenders that should be thereforesent on site are always edited in 4 copies in order to enable the Office to receiveacopy back signed by the CSE or by the developer and to be able to verifythe successful transmission of the documents themselves. Theoffice is responsible, therefore, to constantly monitorthe situation by acting as a liaison between thecompany and the customer.

_page 52

On 17 December 2007 the Parent Company approvedthe organizational model which is equipped to meet the principles set forth by Legislative Decree 231 of 2001.

I.1 ] Organization The choice of the Board of Directors of Cpl to have a model of organization and management­fitting into the widergroup’s political awareness to the transparent and fair disclosureof the Company,, in accordance with local regulationsand the fundamental principles of business ethics inpursuit object.

Board of Directors

Vice-President Shareholds and CSR

General Operations Manager*

President*

Legal

Staff Chairmanship

Security Service

Communication

Sales Management*

Financial Admin Accounts and SI Management*

Human Resourcs Management*

Analyses and Calibrations Lab

Tenders

Finance

Payroll

Quality

Sales Area Manager

IT Systems

Selection and Training

Environment Service

Domestic Sales

Management Control

Area Managers

Administration

Department Managers

General Secretariat

Specialisation Managers Production Department Technical Department

* Members of the Steering Committee

_page 53

I.2 ] Principles of organizational models andsupervisory body (ODV) Through theadoption of the Model, the Board ofDirectors of Parent intends to pursuethe followingaims: give the means of exercising the powers anarrangement formalized by expressing clearlythat the subjects have decision making powers as well as management powers,a right to authorize the expenditure, for such types ofactivities, with such limits; avoid excessive concentrations of power, particularly operations at risk of crime or tort, in the head offices of theindividual or individuals,implementing in practice the principle of segregation functional / conflict ofinterests; avoid the convergence of spending powers and the powers to monitor and distinguish between the same powers of authorization and powers of organization and management; provide for the formalizationalsooutside the powers of representation; guarantee that the allocation of duties are official, clear and organic, using them for formal procedures, avoiding both the powervacuums as the duplication of responsibilities; ensure the verifiability,, documentability, coherence­ and consistency of all business operations; guarantee the effective match between the models of representation of the organizational structure and practices implemented; give priority to, theimplementation of decisions which may exposetheinstitution to liability fo radministrative offenses by crime, transparencyin the creating the subsequent decisions and during the subsequent activities­ , with constant optionsfor checks­.

Withtheapproval and introduction into the parent company of the founding principles of the Legislative Decree 231/2001took officeì, andcalls the supervisory body (ODV), whichhas played steadily expanded its control activities and check the status of implementation of the model and its principles, Thesupervisory body has since last 5th ofMay 2008, continued in carrying out the functions assigned, according to mandate, in particular,it has gathered in collegial meetings, ­duly convened and minuted the following dates: 20th of May 2008; 24th of June 2008; 10th of November 2008; 28th of November 2008; 26th of January 2009;

2nd of March 2009; 4th of May 2009; Theactivities of theOrganisationhave been principally carried out­on one hand to find theeffective applicationof procedures of organization and management in place and,secondly, to identify areasof improvement of the model. Here we mention the checks: 1] were carried out checks on t­ he procedure COMPLIANCE with“IST 0000.02” concerningtheissuance of invitations to tender forcontract. TheOrganisation has found application’s defficiencies­ and considers the appropriate procedure in place; 2] investigations were carried out on the implementation of the communication plan, addressing both inside and ’outside thecompany, on the applicationof themanagerial model. In this sense therehas been an effectivedissemination of informationto recipients; 3] COMPLIANCE checks were made concerningtheexistence of an investment program fnalizzato to ensure the proper enforcement of health and safety at work. In this sense,theOrganisation foundthethe existence of a specifc cost center, in order coded by “WBS 06600015”, likely to plan for investments in individual protective devices in health surveillance activities andformation­.

The planned purchases were implemented and the allocation of assets and activities verifiedfor stakeholders; 4] training courses, relatingtoto Legislative Decree 231/2001, were carried out, aimed at contractmanagers and engineers; it is proposed to cover this at certain times of the recipients of these courses: Administrators, managers,Leaders Area / Field Service; 5] more recently, theSupervising organisation suggestedimplementing the following protocols corporate decision-making: Managing open / close order, subscription of stocks andvariations; contract management expenses; data processing system; Management intercompany contracts; Office Cash – reimbursement of costs; Sponsorshipand free gifts; Transport of toxic substances management practices required for preparing and pos art.26 d.lgs.81 Office; human resources – recruiting new staff; Office Human Resources – training, acknowledging that theimplementation has been properly prepared by the Board ofDirectors in the session of 9/4/2009; 6] following theentry into forceof Article. 7 of theLaw of 18 March 2008 No 48 “Ratification and implementationof the Council of Europe Conven-

_page 54

tionon Cybercrime, signed in Budapest on 23 November2001, and rules for the adaptation of theinternal order”, published in the Official Journal Officers 80, April 4, 2008 - supplementNo 79, theOdV, while considering the relativelybasso il rischio di commissione dei reati ivi pre­visti, tenuto conto della struttura e delle attività della Cooperativa, sta eseguendo un’analisi dei ow risk of committing the crimetherein, taking into account the structure and activities of the cooperative is performing a risk analysis aims at identifying potential weaknesses in the procedures and controls Cpl, reserving the right to propose as soon as possible Board à approved additions to the MOG. Up to date, theODV ndid not find reprehensible acts or breachesof the requirements of MOG and has not received reportsof a breach of the organizational model.

I.3 ] Code of Ethics Aspartof theintroduction of the organizational model was likewise approvedthe code of ethics. Starting from the basic principlesofInternational Cooperative Alliance (ICA) and the Charter of values legacoop, the Parent Company has developed its ethical principlesof interest: mutuality, relationship betweengenerations, democratic participation, open door, impartiality, , independence, honesty, simplicity, trasparency, confidentiality, prevention of corruption.

I.3.1 ] Mutuality Cpl Concordia search its own development in the market and considers its fne to improve, through work at, the material conditions, moral and civil rights. Cpl Concordia is basing the relationship with its members on the principle of reciprocityand equity, in the exchange of social and economic value product.The wealth created by the cooperative enablestheof benefits for members and contributes tothe growth of wealth between­generations of the cooperative.

I.3.2 ] Relations between

the generations The main asset of the cooperativeis rappresen­

represented by individuals who are part of and which passes through its history.

On the basis of a principle intergenerational Cpl Concordia implement its mission on behalf of the members present, having constantly in mind all members of future generations and in continuity with its partners in the past. It happens so that cooperation is consideredby the members of this heritage entrepreneurial­legacy receivedby members of the past, theseassets should be consolidated and made fruitful,and then be handed in turn to new legacyfuture generations of members, thus ensuringthecontinuity oftheenterprise through the generations. It is a heritage material (contained in Principle­of theindvisibilityof assets) and intangible (determined by the cooperative culture, education, thetransmissioncapacity of the business).

I.3.3 ] Democratic participation Cpl CONCORDIA promotes democratic participation of members onexercise of social àownership and control over social and economic activitiesofthecompany. The power of decisionis given free and equal vote (one person, one vote) to shareholders, either directly or by proxy, at meetings and in elected bodies, on the basis set out in the Statute.

I.3.4 ] Open door Cpl CONCORDIA poses no barriersto entryaccepting every applicant for ’ammission to to membership, while respecting the Constitution and without making any discrimination as to race, religion, nationality,, gender, sexual orientation, philosophical, political.

I.3.5 ] Impartiality In carrying out its activities Cpl Concor­dia refrain from creating arbitrary advantages or disadvantages with respect­ to shareholders, employees, partners, suppliers, institutions, customers. A parity of conditions Cpl Concordia favors cooperative relations withworld.

I.3.6 ] Autonomy Cpl Concordia protect its independence by taking decisions based on the overall interest of sharehold-

_page 55

ers and collectivity and expressing ideas and­proposals for an independent and consistent with its values and itsmission.

In relationships it has with other forces eco nomic, political and social, Cooperative rispects their nature, opinion, culture and acts according to own originality, autonomy, capacity of proposal. Cooperative , given the right and the risk of doing business as manifestations of freedom.

I.3.7 ] Honesty The shareholders, employees, employees of Cpl Concordia, whatever the role or position, operating on the basis ofthe sense of responsibility, honesty, fairness. Refrain from pursuingpersonal profit or corporate profit at the expense of compliance with applicable laws and as required by applicable statutes and this­Code of Ethics.

I.3.8 ] Sobriety Cpl Concordia siscommitted to a sober use of all natural resources, tangible and intangible. resource use choicesaremade based on the principles of sustainability,, to avoid waste and inefficiencies. In theinterest of theentire­community, of members present and future and those moregenerally cooperate in achieving the mission.

I.3.9 ] Trasparency In connection with the various stakeholders (stakeholders)and the reporting ofeconomicand social development of its business, Cpl Con­cordia provides information as transparent ­as possible, complete and understandable, and this also toallow everyone to take autonomous­and aware, and to enable to check the consistency between the stated objectives and achievements.

The Parent Cpl therefore agrees: to recognize the fundamental value of correct information to the members, organs and functions relevantwith regard to significant facts concerning the corporate governance ensures compliance with the principles of truthfulness and fairness in the drafting of any legal document, which are highlighted in relevant economic, capital and financial markets.

I.3.10 ] Privacy Cpl Concordia ensures the confidentiality of the information in its possession regarding partners, employees, partners, suppliers and customers.

Any information could be provided solely and strictly observe the law and / or basedon specifc agreements between the parties.

At same way the members / employees / staff shall respect the confidentiality of information that is part of the assets of the Cooperative.

I.3.11 ] Prevention of Corruption Cpl Concordia iscommitted to implementing the necessary measures to prevent and avoid corruption and other conduct likely to incorporate the risk of commission of the crimes referred to in legislative decree no. 231/2001.

In that regard Cpl Concordia does not allow to pay or accept money or gifts for and / or third party in order to provide direct or indirect benefit to the Company. Instead may accept or offer gifts that are within the usual use of hospitality and courtesy.

_page 56

L ] Administrative bodies of the parent

Thesovereign body of the Cooperative Assembly of members. TheAssembly COMPONENTS OF THE BOARD OF DIRECTORS Components

Qualified member

Position held

CASARI ROBERTO

Working member

Chairman of the Board of Directors

GUARNIERI MARIO

Working member

Vice-Chairman of the Board of Directors

SPAGGIARI DANIELE

Working member

Managing Director

BENETTI ENRICO

Working member

Director

BONETTINI CLAUDIO

Working member

Director

CAPELLI PIERLUIGI

Working member

Director

GALEOTTI ELENA

Working member

Director

LOSCHI ROBERTO

Working member

Director

MALAVASI EMANUELE

Working member

Director

MARCHINI EMANUELLA

Working member

Director

PORTA CARLO

Working member

Director

CDA members are not present in external cooperation.

The audit pursuant toArticle 2409 tere entrusted to the auditing firm PricewaterhouseCoopers S.p.A..

The checks made for the proper administration underArticle 2403 shall be made bythe Board of Auditors.

Thecurrent composition of the Board of Auditors of the Parentis the following: COMPONENTS OF THE BOARD OF AUDITORS Components

Qualification

PELLICIARDI CARLO ALBERTO

Auditor

President

ASCARI FAUSTO

Auditor

CASARI MAURO

Auditor

CLÒ CRISTINA

Additional auditor

PELLICIARI GIOSUE’

Additional auditor

M ] Evolution outlook base on the management M.1 ] Strategies In determining the 2009 Budget estimate, which analyzed here, and three-year plan, the cooperative and the group took account of themedium-term strategies, established for some time. The key elements can be summarized inthe following paragraphs: Core Business Focus in a Methanisation of the Alternative Energies in Sardinia and Glovbalization of the Group

_page 57

1) Focus on our core business From 2005 to date, the Group has progressively abandoned those activities on which they had invested at the beginning of this decade but whichled to significant losses. When closing theexperience in Greece, and when closing the business with New Services, today the groupis well focusedon its characteristic activities. To better addressthecurrent crisis in the­international economy and thus national level,the parent company andthe entire groupwas firstly organized territorially, by area, then has created new business organization. Despitethe commercial risk and market risk are­well monitored, there isno doubt that this crisis hasreduced investment by public authorities and Municipal causing a slowdownin acquisitions. Despite this,the backlogof the Group for 2009is is to ensure good expectations of profitability.

2) Methane on Sardinia Among the most significant acquisitions, reported over teh past year noteworthy are won bids for the gasification often basins of the Sardinia region. Apartfrom some in the award stage to the parent company, inlate 2008 and early 2009 have actually made some final assignmentsthat have already à led to the establishment of 6 special purpose vehicles designed to monitor the management of many basins­. These are the basins 11, 15, 19, 26, 28 and 37. The construction of distribution networks will be entrustedto the Parent.

Work will begin towards theautumn of 2009 and will have the contract term of 24 months, but that presumably will be realized in 3 - 4 years. Investments, important for gasification of Sardinia amounted to approximately 140 million euros, 50% of which are capital grants, pledging the Cooperative under the Financial Profile, in an important way.

3) Alternative energies II Group began to approach the co-generation systems,biogas and so long beforeone startedtalking about alternative energy sources soassiduous ly heard of. Today the Group, thanks to some major contracts, such as the construction of a photovoltaic field in Carano inTrentino isamong the leaders nationally.

In the field the Group is continuing to invest in an important way by acquiring significant works. Andthe case ofthephotovoltaic system of the municipality ofTorano (TE) and photovoltaic fields of three sites in the towns ofTuri and Putigliano in province of Bari. ����� Active for overa decadeof Cogeneration assets.

4) Globalisation As mentioned in a previous chapter one of the objectives of the Group in the near futureis to perform a production of at least 30% of total productionabroad.

In 2008, the Groupgrew mainly­in Algeria, while in Romania has beenactive since 2002. The marketarea north of Africa, especially in Algeria, is an outlet for our industry considering the massive presence of natural gas. The year 2008is considered a year of start-up but we think there is every chanceto develop our services and our know-how.

For years, the group is following with interest the developments of the South American market. The events that we have witnessedplayers in particular in Argentina that have helped to create a good working knowledge of a market that could soon open new horizons of development in a very needy area of technology andmanagerial skills.

M.2 ] Resources Considering the commitmentsalready made in terms of resources for investment in Sardinia and photovoltaic fields already purchased, the Group has designed a series of operations to the collection of funding sources, important for carrying out the works mentioned.

In addition to traditional operations of credit,isbeing developed, extraordinary transactionsthat will seethesale of natural gas distribution networks owned by the Group to thirdfinancing parties, asis envisaged in Article160 bis of Legislative Decree 163/2006. The third party lenders give­ profit to the Group in these networks up to the period preceding the natural expiration of the concession period. Thistransaction should close by the fne of 2009.

M.3 ] Consolidated Budget Estimate Based on the considerations made in the previous chapters, we have developed the budget estimates 2009. The followingchart shows the Consolidated Financial Forecasts 2009, compared with the previous fouryears.

_page 58

Balance Sheet Forecast (expressed in Euro) Quotes HERITAGE ASSETS Mid- term activities

31 Dec 2009

31 Dec 2008

31 Dec 2007

31 Dec 2006

31 Dec 2005

Available cash

3,735,779

25,450,671

11,766,914

13,617,415

7,534,571

0

84

115,881

84

0

162,265,005

148,416,906

130,329,690

130,870,797

127,978,596

34,507,722

32,925,820

28,788,701

26,140,017

36,745,161

153,600

1,307,851

1,261,737

1,250,904

1,250,006

9,674,885

6,328,906

6,475,179

6,635,666

8,517,982

Financial assets that are not immune Claims vs / clients and other Inventories Receivables from shareholders for capital contributions Prepaid expenses All short- term activities

Fixed assets

Sheet

210,336,991

214,430,237

178,738,102

178,514,883

182,026,316

Intangibles

26,124,759

16,518,794

16,340,101

13,351,631

14,084,073

Assets (tangible assets)

64,680,502

110,904,449

93,061,164

80,844,348

62,550,349

Financial assets

28,340,706

18,805,022

17,881,743

17,174,232

18,339,281

Overall fixed assets

Total ASSETS LIABLE ASSETS Short- term liabilities

119,145,967

146,228,266

329,482,958

127,283,008

360,658,502

111,370,210

306,021,110

94,973,703

289,885,093

277,000,018

31 Dec 2009

31 Dec 2008

31 Dec 2007

31 Dec 2006

31 Dec 2005

Deposits from banks

13,317,949

23,111,934

17,492,340

15,092,838

19,708,552

5,468,246

8,626,554

6,154,891

4,950,419

4,264,103

10,295,309

10,542,116

14,881,644

12,878,459

15,426,293

103,747,030

122,129,652

92,894,949

74,125,417

71,148,370

Debts evidenced by certificates of credit

0

0

0

0

0

Due to subsidiary companies

0

0

0

0

0

Due to associated companies

8,483,956

134,574

332,760

303,761

885,376

Taxes payable

5,095,742

7,273,227

4,579,699

7,935,892

4,244,144

Other short-term debts

2,548,694

4,166,163

3,653,343

3,033,287

1,707,985

Prepaid expenses

4,074,810

11,375,041

5,809,331

7,500,789

7,303,347

407,612

477,122

479,934

942,023

1,286,141

Debts from shareholders and other lenders Advances Trade payables

Deposits from outlook institutes and social security All short- term liabilities

Mid- or long- term liabilities Bonds

153,439,347

187,836,383

146,278,891

126,762,884

125,974,310

0

0

0

0

0

53,665,351

60,046,242

49,990,419

58,489,020

55,564,136

Debts from shareholders and other lenders

0

0

0

0

0

Advances

0

0

0

0

0

1,501,337

2,053,233

1,801,315

1,701,134

2,255,596

0

0

0

0

0

Deposits from banks

Trade payables Debts evidenced by certificates of credit

_page 59

Quotes LIABLE ASSETS

31 Dec 2009

Taxes payable Other debts after oneyear T.F.R. Fund Fund for treatment of quiesce and similar Fund tax Other funds Overall mid- or long- term liabilities

Assets Netto

31 Dec 2008

Legal reserve Statury reserve Reserve contributions c / capital lex 784/80 Consolidation reserve Surplus fusion Reserve for exchange rate fluctuations Profits / losses brought forward Profits / losses ofthe year

31 Dec 2006

31 Dec 2005

0

0

0

0

538,064

208,297

516,139

270,843

278,499

6,547,335

6,132,307

6,450,792

6,955,065

7,431,485

21,526

21,526

21,526

21,526

21,526

191,890

233,177

180,518

150,012

70,873

3,974,911

2,307,990

2,455,799

2,942,883

3,111,398

66,440,414

Revaluation reserve

31 Dec 2007

0

Capital

All assets net of teh Group

Net capital of thrid parties

Total ASSET LIABILITIES

Sheet

71,002,772

61,416,508

70,530,483

68,733,514

17,604,070

13,558,953

13,706,084

12,952,749

12,702,218

656,679

656,679

656,679

656,679

656,679

82,232,813

77,140,319

72,387,954

69,866,959

67,692,238

78,184

78,184

78,184

78,184

78,184

1,269,396

1,269,396

1,269,396

1,269,396

1,269,396

(5,717,465)

3,096,761

2,256,942

2,565,595

(7,874,424)

235,597

235,597

235,597

235,597

235,597

(151,605)

(874,376)

(79,039)

483,057

(79,316)

0

0

0

0

0

12,097,015

5,463,119

6,802,374

3,238,135

5,643,749

108,304,686

100,624,633

1,298,512

1,194,714

329,482,958

97,314,172

1,011,540

360,658,502

91,346,351

1,245,375

306,021,110

80,324,322

1,967,873

289,885,093

277,000,018

The characteristic features that emerge fromtheanalysis of the balance sheet estimate of 2009 in its handling compared to 2008, primarily relate to the operation of supply networks. This action results in a decrease in tangible assets and a simultaneous reduction ofdebt. Also decrease in current assets as cashaused for financing new investments and to service providers.

The increase in other assetsis related toincreasing production value, we explore in thefollowing table:

_page 60

Income

(expressed in Euro) Quotes

31 Dec 2009

%

31 Dec 2008

%

31 Dec 2007

%

31 Dec 2006

%

31 Dec 2005

%

279,152,613

92.69%

233,464,825

89.24%

204,373,523

88.51%

201,310,854

92.50%

226,056,566

93.48%

Proceeds from sales and performances Change invent. fin. prod. semifin.

Changes works in progress works in economy other proceeds VALUE OF PRODUCTION

Costs for purchases

Sheet

480,920

0.16%

576,641

0.22%

1,078,802

0.47%

(2,569,631)

-1.18%

(10,187,122)

-4.21%

3,494,161

1.16%

2,641,285

1.01%

1,360,421

0.59%

(2,135,696)

-0.98%

847,557

0.35%

17,451,802

5.79%

22,465,251

8.59%

19,862,333

8.60%

17,294,210

7.95%

15,934,003

6.59%

592,977

0.20%

2,460,153

0.94%

4,229,435

1.83%

3,728,427

1.71%

9,178,587

3.80%

301,172,473 100.00% 261,608,155 100.00% 230,904,515 100.00% 217,628,163 100.00% 241,829,591 100.00%

(128,410,204) -42.64% (89,412,039) -34.18% (82,776,468) -35.85% (69,336,134) -31.86% (91,571,513) -37.87%

Variation in inventory of prime materials

(329,043)

-0.11%

(673,653)

-0.26%

(939,634)

-0.41%

(5,695,328)

1,080,564

(72,614,398) -33.37%

0.45%

Misc costs for services

(86,441,681) -28.70%

(86,395,614) -33.02%

Expenses for use of third party property

(14,189,600)

-4.71%

(10,512,305)

-4.02%

(8,257,076)

-3.58%

(9,818,513)

-4.51%

(10,481,809)

-4.33%

(2,111,512)

-0.70%

(3,214,075)

-1.23%

(2,492,213)

-1.08%

(2,700,807)

-1.24%

(3,490,490)

-1.44%

Various management expenses

(72,815,190) -31.53%

-2.62%

(83,655,008) -34.59%

VALUE ADDED

Cost of labour and relative expenses

69,690,432 23.14%

(47,513,937) -15.78%

71,400,469 27.29%

(45,503,326) -17.39%

63,623,934 27.55%

(38,792,077) -16.80%

57,462,984 26.40%

(36,456,477) -16.75%

53,711,334 22.21%

(37,507,271) -15.51%

MOL

Amortisations material fixed assets

22,176,495

(3,520,533)

7.36%

-1.17%

25,897,143

(4,538,904)

9.90%

-1.74%

24,831,857 10.75%

(4,338,661) -1.88%

21,006,507

(3,660,616)

9.65%

-1.68%

16,204,064

(4,456,592)

6.70%

-1.84%

Amortisations material intangible assets

(6,101,528)

-2.03%

(4,798,687)

-1.83%

(4,665,535)

-2.02%

(4,583,865)

-2.11%

(4,322,471)

-1.79%

Funds and devaluations

(2,135,000)

-0.71%

(1,604,081)

-0.61%

(1,206,669)

-0.52%

(1,907,161)

-0.88%

(1,858,729)

-0.77%

(11,757,061)

-3.90%

(10,941,672)

-4.18%

(10,210,865)

-4.42%

(10,151,642)

-4.66%

(10,637,792)

-4.40%

Depreciation and devaluation EBIT

Interests and the other financial burden

10,419,433

3.46%

14,955,472

5.72%

14,620,993

6.33%

10,854,865

4.99%

5,566,272

2.30%

(3,365,697)

-1.12%

(5,359,997)

-2.05%

(4,844,780)

-2.10%

(4,198,165)

-1.93%

(5,543,328)

-2.29%

52,500

0.02%

555,815

0.21%

655,073

0.28%

503,898

0.23%

362,905

0.15%

TOTAL FINANCIAL MANAGEMENT

(3,313,197)

-1.10%

(4,804,182)

-1.84%

(4,189,707)

-1.81%

(3,694,267)

-1.70%

(5,180,424)

-2.14%

CURRENT RESULT

Proceeds from shares

7,106,236

7,600,000

2.36%

2.52%

10,151,290

61,928

3.88%

0.02%

10,431,286

51,637

4.52%

0.02%

7,160,598

550,224

3.29%

0.25%

385,848

7,717,593

0.16%

3.19%

820,566

0.27%

583,754

0.22%

(431,123)

-0.19%

(664,559)

-0.31%

(1,410,864)

-0.58%

0

0.00%

(1,200,000)

-0.46%

(1,100,000)

-0.48%

(750,000)

-0.34%

(500,000)

-0.21%

(414,999)

-0.14%

225,746

0.09%

2,118,327

0.92%

2,507,949

1.15%

3,139,422

1.30%

15,111,803

5.02%

9,822,717

3.75%

11,070,127

4.79%

8,804,212

4.05%

9,331,999

3.86%

(2,691,507)

-0.89%

(4,280,480)

-1.64%

(4,404,553)

-1.91%

(5,585,887)

-2.57%

(3,640,956)

-1.51%

12,420,296

4.12%

5,542,237

2.12%

6,665,574

2.89%

3,218,325

1.48%

5,691,042

2.35%

Other financial proceeds

Financial activity rectifications Refunds to partners Extraordinary management PRE-TAX RESULT Taxes on the financial year income NET RESULT

THIRD PARTY PROFIT (LOSS)

PROFIT (LOSS)

(323,281)

12,097,015

(79,118)

5,463,119

136,800

6,802,374

19,810

3,238,135

(47,293)

5,643,749

_page 61

Consolidated income statement shows a profit of 12 million euros compared with a production value of over 300 million. This resultis significantly influenced by theoperation of supply networks that determine the liquidation of Si.Gas. Income from investments, in fact, welcome the economic impact of lifting theconsolidation turned against Si.Gas thatwith the liquidation of the company passing preciselyto the income statement.

The deterioration in of the operational gross margine is due to the replacement of the depreciation of the networks with the same fees afftto including of course the financial component.

Similarly, there is a reduction infinancial charges due to the decrease in thesale listing the collectionof networks that compensates the effects of new investments in addition to the expected reduction in interest rates.

Indications ECONOMICAL ANALYSIS

Quotes

Â

Rectified Data

31 Dec 2009

R.O.E. (Return on Equity) R.O.I. (Return on Investment) Mol Value / Value of production Impact Fees and extra income management Impact on net financial expense Vp Impact of net financial expense on R.O.

31 Dec 2008

31 Dec 2007

31 Dec 2006

31 Dec 2005

12.57%

5.74%

7.52%

3.68%

7.56%

3.16%

4.15%

4.78%

3.74%

2.01%

7.36%

9.90%

10.75%

9.65%

6.70%

-16.10%

63.47%

53.48%

70.17%

-1.39%

1.10%

1.84%

1.81%

1.70%

2.14%

31.80%

32.12%

28.66%

34.03%

93.07%

The indices of economic interest are undoubtedly the most Roi, a decrease due to the reduction of operating and what concerns the the impact of financial charges. In both cases, see as described in section on the income statement.

FINANCIAL AND BALANCE SHEET ANALYSIS Â

Quotes

Rectified Data

31 Dec 2009

31 Dec 2008

31 Dec 2007

31 Dec 2006

31 Dec 2005

Liquidity index

1.37

1.14

1.22

1.41

1.44

Leverage

3.42

3.79

3.38

3.29

3.71

Report unduly onerous

0.71

0.70

0.68

0.74

0.96

Elasticity index

1.77

1.47

1.40

1.60

1.92

EBITDA/DEBT

32.27

39.04

40.14

32.36

22.50

DEBTI/EBITDA

3.10

2.56

2.49

3.09

4.44

DEBT

68.715.767

66.334.059

61.870.736

64.914.861

72.002.220

EBITDA

22.176.495

25.897.143

24.831.857

21.006.507

16.204.064

The type of equity indexes all show a slight worsening of the financial situation, especially if compared with the fixed assets and profitability. As always, the attention is focused on therelationship between DEBT and EBITA or operational gross margine, which for 2009 is expected around 3.10%, thusworsening compared to 2008. It is observed, however that this index is extremely positive showing asubstantial equilibrium between ECONOMICS from operations and borrowing.

N ] Significant events occurring after the close

On 27th of January 2009 was set up the company Vignola Energy Ltd., which is owned 99% by the Parent Company and1% from the Consorzio Cooperative Costruzioni in Bologna. Company is costituted as a project company underArticle 156 of Legislative Decree 12/04/2006 No. 163, has a share capital ofEuro 500.000 and was incurred for the construction and subsequent management of a district heating plant of Municipality of Vignola MO); On March 16, 2009, the Parent Company Fontenergia SpA acquired a 51% stake in Financial Sarda Srl (SAFIN) at a price of Euro 604,000;

_page 62

On 16 March 2009 wasset up the company Fontenergia 11 Srl, which is owned by the parent company to 70% and 30% by the company PEA Energy and Environment Project Srl . The companyis constitutedas a project company underlArticle 156 of Legislative Decree 12/04/2006 No. 163, has a share capital ofEuro 500.000 and was incurred for the construction and subsequent management of gas distribution networks in the municipalities of Posada, San Teodoro, Budoni, thanksto, Siniscola, Torpè, belonging to the basin 11 Sardinia; On 16 March 2009 wasset up the company Fontenergia 15 Srl, which is owned by the parent company to 70% and 30% by the company PEA Energy and Environment Project Srl . The companyis constitutedas a project company underlArticle 156 of Legislative Decree 12/04/2006 No. 163, has a share capital ofEuro 350.000 and was incurred for the construction and subsequent management of gas distribution networks in the municipalities of Dorgali, Galtelli, Irgoli, loculi, Onifai e Orosei, belonging to the basin 15 Sardinia; On 16 March 2009 wasset up the company Fontenergia 26 Srl, which is owned by the parent company to 70% and 30% by the company PEA Energy and Environment Project Srl . The companyis constitutedas a project company underlArticle 156 of Legislative Decree 12/04/2006 No. 163, has a share capital ofEuro 850.000 and was incurred for the construction and subsequent management of gas distribution networks in the municipalities of Barrali, Gesico, Goni, Guamaggiore, pimentel, San Basilio, Selegas, Senorbi e Suelli, belonging to the basin 26 Sardinia; On 16 March 2009 wasset up the company Fontenergia 28 Srl, which is owned by the parent company to 70% and 30% by the company PEA Energy and Environment Project Srl . The companyis constitutedas a project company underlArticle 156 of Legislative Decree 12/04/2006 No. 163, has a share capital ofEuro 450.000 and was incurred for the construction and subsequent management of gas distribution networks in the municipalities 80 of Armungia, Ballao, Dolianova, San Nicolò Ger-rei, Sant’Andrea Frius, Silius, Soleminis e Villasal-to, belonging to the basin 28 Sardinia; On March 16, 2009was found the company­Fontenergia 37 S.r.l., whose shares are held by the

parent company to 70% and 30% by the company PEA Energy and Environment Project Srl company, constituted as a project companyunder theArticle 156 of Legislative Decree 12/04/2006 No.163, has a share capital of Euro 500.000 and wasincurred for the construction and subsequent management of gas distribution networks in the municipalities Monastir, Nuraminis, San Sperate, Ussana and Sestu, belonging to the basin 37 Sardinia; On 24 April 2009, the share of 51% of Fontenergia SpA Held Coimmgest SpA were sold for 48% to the company Coope­ration & Development S.p.A. in Bologna and the remaining3% to the company Sofinco S.p.A. in Modena; On 30 April 2009, the Parent Company sold 21% of the shares held by Sarda Srl Sinergas Finanziaria S.r.l. to Sinergas S.r.l. at the price of Euro 248.700; On April 30, 2009 2009 Sarda Finanziaria S.r.l. has acquired the remaining shares Networks Sarda CostruzioniS.r.l. respectively 26% from partner Carlo Andrea for the price of Euro 249.000 and 1% by partnerAndrea Pisano for the price of Euro 1.000.

O ] Other information

Please be informed also that the cooperative has done so within the time allowed by special decree,updating the security policy document, in accordance withAnnex B of the Legislative Decree no.

196/03, cd. “Consolidation Act on privacy”, containing provisions on technical procedures to be taken in case of processing of sensitive data by electronic means. It states that underArticle 2497 of the Decree, the Cooperativeisnot subject to directional activities and coordination. Moreover, the cooperative exercises­the activity of direction and coordination activities in the followingsubsidiaries: Coopgas S.r.l.

Energia della Concordia S.p.A. Immobiliare della Concordia S.r.l.

Progas Metano S.r.l.

Erre.Gas S.r.l.

Marigliano Gas S.r.l.

Ischia Gas S.r.l.

_page 63

Si.Gas S.r.l.

Nuoro Servizi S.r.l.

Serio Energia S.r.l.

Cpl Concordia Filiala Cluj Romania S.r.l.

Cpl Hellas A.B.E. & T.E. AI Power S.p.A. Concordia Service Maghreb S.a r.l.

net profit trend (shown in thousands of Euro)

30,000 25,000 20,000 15,000 10,000 3,108

5,000

3,553

5,880

6,838

0 -5,000

-2,866 2004

2005

Targetprofit

2006

2007 2008

The Board of Directors on the basis of the results, having received a reasoned opinion of the Special Shareholders holding cooperative, proposesto teh Assembly of to the shareholderslapproval of teh state of implementation of the multiannual investment for financialyear 2008 and thatnetincomefor theyear of Euro 6.838.059= is allocated as follows: Euro 357.427,29= to Shareholders holding Cooperative (underwriters) as a dividend (theperiod 01/01/2008 – 31/12/2008) extent of 8.00% gross per share par value of Euro 51.64 to 31/12/2008, payable from 1st of July 2009; Euro 11.435,29= to Shareholders holding Cooperative (Stock Option) as a dividend (theperiod 01/01/2008 – 31/12/2008) extent of 8.00% gross per share par value of Euro 51.64 to 31/12/2008, payable from 1st of July 2009; Euro 240.000,29= to Shareholders holding Cooperative (underwriters) as a dividend (theperiod 01/01/2008 – 31/12/2008) extent of 8.00% gross per share par value of Euro 500.00 to 31/12/2008, payable from 1st of July 2009;

Euro 309.235,62= a dividend to shareholders and member co-investors in the amount, to be equal to 6,00% gross, be equal to the share capital effectively paid, payable from 1st of July 2009; Euro 164.925,65= equal to 3.20% with increased free (under Law 59/92) of the capital actually paid, capitalized; Euro 205.141,77= equal to 3.00% (three percent) to mutual funds for the promotion and development of cooperation underArticle 11 of Law 59 of 31/01/1992; Euro 531.892,00= Fund Reserve for own shares for theacquisitionof number 10.300 actions requested a refund within the time allowed by special regulation for the price of Euro 51.64 each, as required by the statute and in accordance withArticle 2529 of the Civil Code; Euro 2.051.417,70= 30% to the reserve fund legal indivisible, as required by the Constitutionand same way underArticle. 12 of l. 16/12/77 No 904.

Euro 2.966.583,81= Ordinary Reserve Fund undivided between the partners both during the life of the Cooperative­that this upon its dissolution, as required by the Constitution and in accordance withArticle 12 of the Law 16/12/77 No. 904.

Thank you for your confidence and we urge you to approve the financial statements as it was presentedon 31st of December, 2008.

Concordia s/S lì 04/05/2009 for the Board of Directors The president (Casari Roberto)

general annual traget for 2008 PCA Dividends (underwritten) 8.74% PCA Dividends (Stock Option) 0.17% Shareholders divivdends 4.52% Revaluation of Shareholders share capital 2.41% Ordinary Reserve 81.16%

National insurance Funds 3.00%

e

08

20

l a bshe

e c t

_page 66

rectified balance sheet closed on 31 Dec 2008

Balance sheet_Assets 31 December 2008 Amount in Euro

ASSETS CREDITS TOWARD SHAREHOLDERS FOR DEPOSITS STILL DUE

A)

of which already mentioned B)

31 December 2007 Amount in Euro

1,244,475 1,244,475

1,258,137 1,258,137

FIXED ASSETS I

INTANGIBLE FIXED ASSETS: 1)

5)

Systems and expansions costs Research, development and advertising costs Industrial patent rights and use of original works Concessions, licences, brands and similar rights Start up

6)

Assets in course and accounts

7)

Others

11,666,023

12,904,470

Total

13,493,300

13,498,336

2,874,798

3,080,083

45,953,633

41,819,395

326,913

319,005

1,929,593

1,786,316

765,606

823,025

51,850,543

47,827,824

a) controlled companies

32,106,534

24,453,945

b) connected companies

2,877,034

2,349,412

c) controlling companies

0

0

3,797,050

3,457,447

2) 3) 4)

II

4,093

0

8,895

81,186

0

0

172,536

41,279

0

0

1,641,753

471,401

MATERIAL FIXED ASSETS: 1)

Land and buildings

2)

Systems and machinery

3)

Industrial and commercial apparatus

4)

Other goods

5)

Assets in course and accounts Total

III

FINANCIAL FIXED ASSETS: 1)

partnerships in:

d) other companies 2)

Credits:

(beyond 12 months)

(beyond 12 months)

a) towards controlled companies:

12,956,000

12,956,000

9,180,000

9,180,000

b) towards connected companies:

0

10,874,000

10,779,000

10,779,000

c) towards controlling companies: d) toward others:

0 581,282

1,267,470

0 1,025,130

1,530,536

_page 67

31 December 2008 Amount in Euro

ASSETS 3)

Other stock

0

0

4)

Own shares

0

0

63,878,088

51,750,340

129,221,931

113,076,500

Total TOTAL FIXED ASSETS C)

CURRENT ASSETS I

STOCKS: 1)

Raw materials, subsidies, and consumables

3,405,740

2,806,748

2)

works and semi-works in progress

4,957,187

5,366,048

3)

works in progress by order

19,935,307

11,928,182

4)

finished products and goods

235,984

121,336

5)

Advances

1,276,317

1,389,909

29,810,535

21,612,223

Total II

CREDITS: 1)

Towards customers:

2)

Towards controlled companies:

3)

Towards connected companies:

4)

Towards controlling companies:

(beyond 12 months)

1,490,965

(beyond 12 months)

117,997,971

1,556,902

5,550,837 0

809,517

105,177,878 6,594,872

0

652,125

0

0

4 bis) Excise Credits

836,218

1,450,347

4 ter) Advance taxes

644,992

656,478

5)

515,559

426,543

126,355,094

114,958,243

Towards others: Total FINANCIAL ACTIVITIES WHICH DO NOT CONSTITUTE ASSETS:

III 1)

shares in controlled companies

0

115,797

2)

shares in connected companies

0

0

3)

Other partnerships

0

0

4)

Own shares

0

0

5)

Other stock

0

0

Total

0

115,797

23,774,582

9,795,803

IV

LIQUID ASSETS 1)

Bank and post deposits

2)

Cheques

70,217

1,207

3)

Monies and values in cash

28,924

23,918

23,873,723

9,820,928

180,039,352

146,507,191

6,059,085

4,951,759

316,564,843

265,793,587

Total TOTAL CURRENT ASSETS D)

31 December 2007 Amount in Euro

ACCRUALS AND DEFFERALS: TOTAL ASSETS

_page 68

rectified balance sheet closed on 31 Dec 2008

Balance sheet_Liabilities 31 December 2008 Amount in Euro

LIABILITIES A)

31 December 2007 Amount in Euro

NET EQUITY I

CAPITAL

II

RESERVE FROM SHARE PREMIUM

III

RESERVE FROM REVALUATION

IV

LEGAL RESERVE

V

STATUTORY RESERVE

VI

RESERVE FOR OWN SHARES IN PORTFOLIO

VII

OTHER RESERVES: FUSION ADVANCE EXCHANGE RATE OSCILLATION RESERVE CONTRIB. C/CAPITAL 1. 784/80

VIII

PROFIT (LOSSES) BROUGHT FORWARD

IX

ANNUAL PROFIT (LOSS) TOTAL

B)

13,558,953

13,706,084

0

0

656,679

656,679

77,140,319

72,387,954

78,184

78,184

0

0

235,597

235,597

0

0

1,269,396

1,269,396

0

0

6,838,059

5,879,687

99,777,187

94,213,581

21,526

21,526

0

0

1,617,395

1,335,537

RISKS AND EXPENSES FUNDS: 1)

for pensions and similar obligations

2)

for taxes

3)

Others

TOTAL

1,638,921

1,357,063

C)

RESERVE FOR SEVERANCE INDEMNITIES

D)

DEBTS:

5,721,027

(beyond 12 months)

6,101,664 (beyond 12 months)

1)

Obligations:

0

0

0

0

2)

Convertible obligations:

0

0

0

0

3)

Debts toward partners for financing

0

4,258,627

0

3,224,800

4)

Bank debts:

46,168,351

60,704,311

36,348,586

47,154,785

5)

Debts with other backers:

0

0

0

0

6)

Advances:

0

10,232,521

0

14,177,189

7)

Debts towards suppliers:

2,046,773

113,380,644

1,801,315

85,873,507

8)

Debts represented by credit notes:

0

0

0

0

9)

Debts towards controlled companies:

0

2,501,232

0

2,814,636

_page 69

31 December 2008 Amount in Euro

LIABILITIES

31 December 2007 Amount in Euro

10)

Debts towards connected companies:

0

134,574

0

99,023

11)

Debts towards controlling companies:

0

0

0

0

12)

Tax debts:

0

5,428,011

0

3,868,897

13)

Debts towards social security and welfare institutions:

0

2,725,195

0

2,235,968

14)

Other debts:

0

9,657,060

0

4,381,087

TOTAL

209,022,175

163,829,892

E)

ACCRUALS AND DEFERRALS: TOTAL LIABILITIES

405,533

291,387

316,564,843

265,793,587

ORDER STATEMENTS: I)

Guarantees given - Fidejussions - Real Guarantees

111,208,856

106,099,073

60,794,000

60,794,000

Total II)

172,002,856

166,893,073

Other order statements - Effects subject to collection - Others

Total TOTAL ORDER COUNTS

25,650

7,000

8,636,820

4,568,154 8,662,470

4,575,154

180,665,326

171,468,227

_page 70

Income statement INCOME STATEMENT A)

31 December 2008 Amount in Euro

31 December 2007 Amount in Euro

VALUE OF PRODUCTION: 1)

Proceeds from sales and performances

2)

Change in inventories of working progress semifinished

205,215,858

and finished products 3)

Change in work in progress under order

4)

Increase of fixed assets for internal works

5)

Other incomes and earnings: - misc - contributions for operating expenses

179,562,310

0

0

7,101,390

2,658,347

10,543,087

12,604,307

2,533,471

4,167,018

23,758

2,557,229

Total

5,203

225,417,564

198,997,185

B)

4,172,221

COST OF PRODUCTION: 6)

For raw materials, subsidies, and goods consumed

68,603,208

63,885,797

7)

For services

76,946,495

66,632,270

8)

For use of third party property

11,168,159

8,445,660

9)

Personnel costs: a) Salaries and wages

10)

31,929,255

27,000,306

b) Social costs

9,925,126

8,373,756

C) Severance indemnity

1,993,795

1,723,462

d) Pensions and similar

0

0

e) other costs

0

43,848,176

0

a) amortizations of material intangible assets

4,214,726

4,170,443

b) amortizations of material fixed assets

2,375,049

1,967,731

0

0

c) other devaluations of fixed assets d) devaluations of credits included in current assets and liquid assets 11)

Variations in inventory of prime materials subsidies

12)

Provision for risks

13)

Other provisions

14)

Various management

700,000

7,289,775

Total

370,000

6,508,174

(713,640)

(9,455)

0

0

417,812

729,621

2,872,710

1,908,365

210,432,695

185,197,956

DIFFERENCE BETWEEN VALUE AND COSTS OF PRODUCTION (A-B) C)

37,097,524

Allowances and devaluations

14,984,869

13,799,229

FINANCIAL PROCEEDS AND BURDEN: 15)

proceeds from shares: - from controlled companies - from connected companies - from other companies

16)

1,040,000

40,000

0 60,344

0 1,100,344

51,550

Other financial proceeds: a) from credits registered in the financial assets: - from controlled companies

0

0

91,550

_page 71

31 December 2008 Amount in Euro

INCOME STATEMENT - from connected companies

0

- from controlling companies

0

- from other companies

0

31 December 2007 Amount in Euro 0 0 0

0

0

b) from stock registered in the assets which do not constitute shares c) from stock registered in the current assets which do not constitute shares d) proceeds different from the above: - from controlled companies

632,865

548,187

- from connected companies

11,109

2,072

- from controlling companies

0

0

- from other companies 17)

371,984

1,015,958

486,373

1,036,632

Interest and the other financial burden; - from controlled companies

13,921

13,557

- from connected companies

0

0

- from controlling companies

0

0

- from other companies

3,605,477

3,619,398

3,450,427

17,729

5,036

3,463,984

17 bis) PROFIT AND LOSSES ON FOREIGN EXCHANGE RATES - Profit and losses on foreign exchange rates

17,729

Total ( 15 + 16 - 17 - 17 bis ) D)

5,036

(1,520,825)

(2,340,838)

FINANCIAL ACTIVITY VALUE RECTIFICATIONS: 18)

Revaluations: a) of share bonds

160,741

0

b) of financial assets which do not constitute shares c) of stock registered in the current assets which do not constitute share bonds 19)

160,741

Depreciations: a) of share bonds b) of financial assets which do not constitute shares c) of stock registered in the current assets which do not constitute share bonds

2,703,101

1,406,642

0

0

116,338

2,819,439

Total rectifications ( 18 - 19 ) E)

0

1,406,642

(2,658,698)

(1,406,642)

EXTRAORDINARY INCOME AND BURDEN 20)

income: a) capital gains from sales whose proceeds cannot be registered at No. 5)

0

0

b) Contrib. in c/capital

0

0

c) Others 21)

39,288

39,288

0

0

Burdens: a) capital loss from sales whose accounting effects cannot be registered at No. 14) b) taxes relative to previous financial years c) others

0

0

0

34,308

27,386

27,386

Total extraordinary items ( 20 - 21 )

34,308

11,902

PRE-TAX RESULT ( A - B ± C ± D ± E )

0

(34,308)

10,817,248

10,017,441

22)

Taxes on the financial year income

(3,979,189)

(4,137,754)

22 a)

of which for taxes on the financial year

(3,967,703)

(3,606,635)

22 b)

of which for advance/(deferred) taxes

(11,486)

(531,119)

26)

ANNUAL PROFIT (LOSS)

6,838,059

5,879,687

_page 72

Board of auditors report for the annual balance statement at 31 Dec 2008

Dear Shareholders, During the course of the financial year ending on 31 Dec 2008 we conducted monitoring activities assigned to us by the shareholders’ meeting, performing the audits required by the behaviour standards of the board of auditors recommended by the Association of Chartered Accountants. By obtaining information from the various functional managers, by examining the requested documentation and examining the auditing statement we acquired monitoring awareness and, within the scope of our competency, on the suitability of the company organisational structure, the internal auditing system, the administrative-accounting system and its reliability to correctly convey the management facts represented by the balance sheet items which has been submitted for approval.

For the performance of our activities during the course of the 2008 financial year, we attended the Assemblies and the meetings of the Board of Administrators and, in observance of the statutory norms, we were periodically informed on the progress of the social management and its foreseeable evolution as well as on the more important operations, by size and characteristics, performed by the Cooperative.

As in past years, also in 2008, in its own auditing activities the Board paid maximum attention to the typical company risk areas. In particular the Board supervised whether the actions taken were in accordance with the law and the Articles of Association, that they were not manifestly imprudent, high-risk, in potential conflict of interest or contrary to deliberations made, that is, such as to compromise the integrity of the company assets.

The Board, in performing its monitoring activities, kept in close contact with the auditing company Price Waterhouse Coopers S.p.A., charged with the accounts auditing; the Board also actively participated in the Board of Administration meetings as well as meetings with the administrative and financial managers of the Cooperative, when the Board was asked to express its opinion on problems of a legal nature and consequential behaviour.

Meetings with various sector managers were held also last year in order to better monitor the efficiency status, from an administrative point of view, of the various operative units which make up the Cooperative company.

In these meetings the Board was able to note the continuous updating of the sector managers to the needs, always new and in evolution, which the Cooperative is required to face in order to maintain high levels of quality and consequent appreciation in the markets in which it operates.

We noted, through the results obtained in these meetings, that the company is capable, with appropriate flexibility, of facing the serious economic crisis and the consequent recession in which our country’s economy has fallen. Proof of this, even in a year characterised by the problems of which we are all aware, can be found in the financial, asset and economic indexes relative to the balance statement which has been submitted for approval.

The Board wishes to thank the administrative body and the General Management for the ample cooperation provided to the Board of Auditors during the 2008 financial year in the performance of its institutional

_page 73

monitoring and auditing activities. As in the past, the Board expresses heartfelt thanks to the Administrative Director of the Cooperative, Accountant Massimo Continati, for his active cooperation and the greatest willingness toward the Board, which enabled them to perform their duties, obtaining all of the necessary information on the more significant management actions which characterised the activities of the Cooperative month by month. In our monitoring activities we were able to not that the administrative and accounting system of the company is trustworthy and capable of fully performing its activities in harmony with the dynamic development of the management of the Cooperative. During the course of our monitoring activities, as described above, no further significant facts arose such as to require express mention in this report. with regard to our tasks, we examined the annual balance statement closed at 31 Dec 2008; the analytical audit of the content of the balance sheet not having been assigned to us, we monitored the general make up of the same, the general conformance with the law with regard to its make up and structure and, in this regard, we have no particular observations to report. To the best of our knowledge, the Administrators, in preparing the balance statement, did not derogate to the legal norms pursuant to art.

2423, comma four, C.C. We verified the correspondence of the annual balance sheet with the facts and the information of which we are aware following the fulfilment of our duties and we have no observations in this regard.

W note that the Management Report was amply exposed and acknowledges all of the information required by the revised article 2428 of the Italian civil code. The content of the report is clear, easily understandable not only for the shareholders but also for interested third parties. The Report was prepared jointly with regard to the management of the Group leader and with regard to the consolidated Group balance statement in that the consolidated balance statement is more in keeping with the progress of the Cpl Group in the various sectors in which the Cooperative operates through its controlled and connected companies.

We express the same observations with regard to the content of the Explanatory Note. In accordance with Article 2426 C.C. we expressed our consent to the registration of the earnings in the equity status of the residual amount of the costs of research, development and advertising. In accordance with Arti-

cle 2 of law 59/92, the Board of Auditors notes that the administrators, during the course of the financial year, in performing their duties, acted and managed the company in accordance with the social objectives according to the mutual principles of the cooperative.

Dear Shareholders, The Board of Auditors expresses its favourable opinion for the approval of the annual balance statement closed at 31 Dec 2008, and the proposals of the Board of Administration relative tot he destination of the company profits.

Concordia sulla Secchia, 29 May 2009 Board of Auditors President Dr. Pelliciardi Carlo Alberto Effective auditor Dr. Casari Mauro Effective auditor Dr. Ascari Fausto

_page 74

Certification report

_page 75

Certification UNI EN ISO 9001:2000

d e t a d i l s o n o c e

08

20

l a bshe

e c t

_page 78

consolidated balance sheet closed on 31 Dec 2008

Balance sheet_Assets 31 December 2008 Amount in Euro

ASSETS CREDITS TOWARD SHAREHOLDERS FOR DEPOSITS STILL DUE

A)

of which already mentioned B)

31 December 2007 Amount in Euro

1,307,851 1,307,851

1,261,737 1,261,737

FIXED ASSETS I

INTANGIBLE FIXED ASSETS: 1)

Systems and expansions costs

2)

Research, development and advertising costs

3)

Rights for industrial patents and

4) 5)

use of original works Concessions, licences, brands and similar rights Start up

5b)

Consolidation difference

6)

Assets in course and accounts

7)

II

237,197

314,329

8,895

81,188

0

0

313,871

41,279

6,009

7,652

0

0

2,334,536

1,020,410

Others

13,618,286

14,875,243

Total

16,518,794

16,340,101

MATERIAL FIXED ASSETS: 1)

Land and buildings

10,226,966

4,231,488

2)

Systems and machinery

84,139,976

78,756,106

3)

Industrial and commercial apparatus

458,590

480,626

4)

Other goods

5,366,293

3,492,606

5)

Assets in course and accounts

10,712,624

6,100,337

110,904,449

93,061,163

a) controlled companies

0

0

b) connected companies

1,020,002

179,685

c) controlling companies

0

0

3,868,345

3,500,653

Total III

FINANCIAL FIXED ASSETS: 1)

partnerships in:

d) other companies 2)

Credits:

(beyond 12 months)

(beyond 12 months)

a) towards controlled companies:

0

40,000

b) towards connected companies:

0

10,874,000

c) verso controllanti:

0

0

10,779,000

10,779,000

_page 79

31 December 2008 Amount in Euro

ASSETS d) toward others:

824,490

1,510,678

1,234,065

1,864,471

3)

Other stock

0

1,033

0

1,033

4)

Own shares

0

0

0

0

Total

17,314,058

16,324,842

TOTAL FIXED ASSETS

144,737,301

125,726,106

C)

CURRENT ASSETS I

STOCKS: 1)

Raw materials, subsidies, and consumables

3,888,795

3,177,592

2)

works and semi-works in progress

4,957,187

5,366,048

3)

works in progress by order

16,505,746

12,066,586

4)

finished products and goods

5,855,338

6,613,629

5)

Advances

1,718,754

1,564,846

32,925,820

28,788,701

Total II

CREDITS:

(beyond 12 months)

(beyond 12 months)

1)

Towards customers:

1,490,965

137,325,409

1,556,902

119,739,229

2)

Towards controlled companies:

0

893,712

0

664,502

3)

Towards connected companies:

0

809,517

0

652,125

4)

Towards controlling companies:

0

0

0

0

4 bis)

Excise Credits

4 ter)

Advance Taxes

5)

Towards others: Total FINANCIAL ACTIVITIES WHICH DO NOT CONSTITUTE ASSETS:

III

3,511,385

3,878,380

30,480

1,825,632

1,724,397

0

5,542,215

0

5,227,959

149,907,870

131,886,592

1)

shares in controlled companies

0

115,797

2)

shares in connected companies

0

0

3)

Other partnerships

0

0

4)

Own shares

0

0

5)

Other stock

84

84

Total

84

115,881

25,337,124

11,688,157

IV

LIQUID ASSETS 1)

Bank and post deposits

2)

Cheques

70,217

1,207

3)

Monies and values in cash

43,330

77,550

25,450,671

208,284,445

11,766,914

172,558,088

6,328,906

6,475,179

360,658,503

306,021,110

Total TOTAL LIQUID ASSETS D)

31 December 2007 Amount in Euro

ACCRUALS AND DEFERRALS: TOTAL ASSETS

_page 80

consolidated balance sheet closed on 31 Dec 2008

Balance sheet_Liabilities 31 December 2008 Amount in Euro

LIABILITIES: A)

31 December 2007 Amount in Euro

NET EQUITY I

CAPITAL

II

RESERVE FROM SHARE PREMIUM

III

RESERVE FROM REVALUATION

IV

LEGAL RESERVE

V

STATUTORY RESERVE

VI

RESERVE FOR OWN SHARES IN PORTFOLIO

VII

OTHER RESERVES:

13,558,953

13,706,084

0

0

656,679

656,679

77,140,319

72,387,954

78,184

78,184

0

0

a)

CONTRIB. C/CAPITAL 1. 784/80

1,269,396

1,269,396

b)

CONSOLIDATION RESERVE

3,096,761

2,256,942

c)

FUSION ADVANCE

235,597

235,597

d)

RESERVE FROM TRANSLATION DIFFERENCE

(874,376)

(79,039)

0

0

5,463,119

6,802,374

VIII

PROFIT (LOSSES) BROUGHT FORWARD

IX

ANNUAL PROFIT (LOSS) TOTAL GROUP NET EQUITY

100,624,632

97,314,171

THIRD PARTY CAPITAL AND RESERVES THIRD PARTY PROFIT (LOSS) THIRD PARTY NET CAPITAL TOTAL B)

1,115,596

1,148,340

79,118

(136,800)

1,194,714

1,011,540

101,819,346

98,325,711

21,526

21,526

233,177

180,518

RISKS AND EXPENSES FUNDS: 1)

for pensions and similar obligations

2)

for taxes

3)

Others

TOTAL C)

RESERVE FOR SEVERANCE INDEMNITIES

D)

DEBTS:

2,307,990

2,455,799

2,562,693

2,657,843

6,132,307

(beyond 12 months)

6,450,792 (beyond 12 months)

1)

Obligations:

0

0

0

0

2)

Convertible obligations:

0

0

0

0

3)

Debts toward partners for financing

0

4,258,627

0

3,224,800

4)

Bank debts:

60,046,242

83,158,176

49,990,419

67,482,759

_page 81

31 December 2008 Amount in Euro

LIABILITIES:

31 December 2007 Amount in Euro

5)

Debts with other backers:

0

4,367,927

0

2,930,091

6)

Advances:

0

10,542,116

0

14,881,644

7)

Debts towards suppliers:

2,053,233

124,182,885

1,801,315

94,696,264

8)

Debts represented by credit notes:

0

0

0

0

9)

Debts towards controlled companies:

0

0

0

0

10)

Debts towards connected companies:

0

134,574

0

332,760

11)

Debts towards controlling companies:

0

0

0

0

12)

Tax debts:

0

7,273,227

0

4,579,699

13)

Debts towards social security and welfare institutions:

0

4,166,163

0

3,653,343

14)

Other debts:

208,297

11,583,340

516,139

6,325,470

E)

ACCRUALS AND DEFERRALS: TOTAL LIABILITIES

477,122

479,934

360,658,503

306,021,110

ORDER STATEMENTS: I)

Guarantees given - Fidejussions - Real Guarantees

130,417,683

125,316,000

60,794,000

60,794,000

Total II)

191,211,683

186,110,000

Other order statements - Effects subject to collection - Others

Total ORDER STATEMENTS

25,650

7,000

8,746,820

4,021,830 8,772,470

4,028,830

199,984,153

190,138,830

_page 82

Income statement 31 December 2008 Amount in Euro

INCOME STATEMENT: A)

31 December 2007 Amount in Euro

VALUE OF PRODUCTION: 1)

Proceeds from sales and performances

2)

Change in inventories of work in progress, semifinished and finished products

233,464,825

204,373,523

576,641

1,078,802

3)

Change in works in progress under order

2,641,285

1,360,421

4)

Increase of fixed assets for internal works

22,465,251

19,862,333

5)

Other income and earnings: - misc

2,436,395

- contributions for operating expenses

4,224,233

23,758

2,460,153

Total

5,203

261,608,155

230,904,515

B)

4,229,436

COST OF PRODUCTION: 6)

for raw materials, subsidies, and goods consumed

89,412,039

82,776,468

7)

for services

86,395,614

72,815,190

8)

for use of third party property

10,512,305

8,257,076

9)

for personnel: a) payments and salaries

34,047,694

29,061,736

b) social costs

10,561,451

9,005,220

2,094,181

1,825,121

c) severance indemnity d) pensions and similar

0

0

10)

46,703,326

Allowances and devaluations: a) amortisation of material intangible assets

4,798,687

4,665,535

b) amortisation of material fixed assets

4,538,904

4,338,661

0

0

c) other devaluations of fixed assets

11)

d) devaluations of credits included in current assets and liquid assets Variation in inventory of prime materials, subsidies, consumables, goods

12)

Provisions for risks

13)

Other provisions

14)

Various management expenses

783,269

10,120,860

453,531

9,457,727

673,653

Total

939,634

0

0

820,812

753,138

3,214,075

2,492,212

247,852,684

217,383,522

DIFFERENCE BETWEEN VALUE AND COSTS OF PRODUCTION (A - B) C)

39,892,077

13,755,471

13,520,993

FINANCIAL PROCEEDS AND BURDEN: 15)

Proceeds from shares: - from controlled companies - from connected companies - from other companies

16)

0

0

0 61,928

0 61,928

51,637

Other financial proceeds: a) from credits registered in the financial assets: - from controlled companies

0

0

- from connected companies

0

0

51,637

_page 83

INCOME STATEMENT:

31 December 2008 Amount in Euro

- from controlling companies

0

- from other companies

0

31 December 2007 Amount in Euro 0 0

0

0

b) from stock registered in the assets which do not constitute shares c) from stock registered in the current assets which do not constitute shares d) proceeds different from the above: - from controlled companies

0

0

- from connected companies

11,109

2,072

- from controlling companies - from other companies 17)

0

0

544,706

555,815

653,001

655,073

5,062,822

5,062,822

4,627,182

4,627,182

Interest and the other financial burden; - from controlled companies - from connected companies - from controlling companies - from other companies

17 bis) PROFIT AND LOSSES ON FOREIGN EXCHANGE RATES Profit on foreign exchange rates

297,175

217,598

Total ( 15 + 16 - 17 - 17 bis) D)

297,175

217,598

(4,742,254)

(4,138,070)

FINANCIAL ACTIVITY VALUE RECTIFICATIONS: 18)

Revaluations: a) of share bonds b) of financial assets which do not constitute shares c) of stock registered in the current assets which do not constitute share bonds

19)

714,740

350,665

0

0

0

714,740

350,665

Depreciations: a) of share bonds b) of financial assets which do not constitute shares c) of stock registered in the current assets which do not constitute share bonds

14,647

781,788

541

0

115,797

130,985

Total rectifications ( 18 - 19 ) E)

0

0

781,788

583,755

(431,123)

EXTRAORDINARY INCOME AND BURDEN 20)

Income: a) capital gains from sales whose proceeds cannot be registered at No. 5)

0

1,465,542

b) Contrib. in c/capital

0

0

c) Others 21)

474,498

474,498

b) taxes relative to previous financial years c) others

0

16,346

169,765

60,308

78,988

248,753

Total extraordinary items (20 - 21)

Taxes on the financial year income, current, deferred and advance ANNUAL PROFIT (LOSS) THIRD PARTY PROFIT (LOSS) GROUP PROFIT (LOSS)

8,475

85,129

225,745

PRE-TAX RESULT ( A - B ± C ± D ± E )

26)

2,203,456

Burdens: a) capital loss from sales whose accounting effects cannot be registered at No. 14)

22)

737,914

2,118,327

9,822,717

11,070,127

(4,280,480)

(4,404,553)

5,542,237

6,665,574

(79,118)

136,800

5,463,119

6,802,374

_page 84

gas - methane and gpl company balance statement at 31 December 2008

BALANCE SHEET PERCENTAGE OF POSSESSION

MARIGLIANO GAS S.r.l.

COOP GAS S.r.l.

ISCHIA GAS S.r.l.

PROGAS METANO S.r.l.

SI.GAS S.r.l.

ERREGAS S.r.l.

99.5%

100%

100%

70%

100%

100%

ACTIVITY Total credits towards Shareholders for deposits due Total intangible fixed assets Total tangible fixed assets Total Financial fixed assets

3,600

-

-

-

-

-

1,920

2 4,387

1 27,703

1,728

147,246

152,025

8,823,758

4 68

7 ,332,780

160,155

13,944,848

6,156,467

16,164

6 64,343

2 2,186

-

4,163

8,321

8,841,843

6 89,198

7 ,482,669

161,883

14,123,437

6,316,813

Total stocks

-

3 ,839,224

-

-

-

77,844

Total credits

674,451

7 ,276,891

3 ,666,891

13,572

805,879

695,767

Total fixed assets

Total non fixed assets

-

-

-

-

-

-

Total liquid assets

211,568

8 1,852

3 55

123,655

39,102

35,066

Total current assets

886,019

1 1,197,967

3 ,667,246

137,226

844,982

808,677

Total Accruals and deferrals TOTAL ASSETS

38,941

1 1,343

8 9,299

563

80,385

20,958

9,770,402

11,898,507

11,239,214

299,672

15,048,804

7,146,448

3,437,541

4 ,599,608

2 ,403,424

214,389

9,114,760

1,334,817

-

1 81,720

-

-

509,839

-

LIABILITIES Total net equity Total Risks and expenses funds Severance indemnity

-

5 8,045

-

-

111,000

4,902

Financial Debts

5,350,094

2 ,575,786

2 ,211,020

-

4,145,000

5,440,000

Business Debts

966,117

4 ,469,083

6 ,621,773

85,283

1,165,262

364,306

Total liability accruals and deferrals

16,650

1 4,266

2 ,997

-

2,943

2,424

9,770,402

11,898,507

11,239,214

299,672

15,048,804

7,146,448

Total production value

792,093

1 6,556,749

4 0,376

-

2,987,638

1,433,104

Total production costs

(390,830)

(1 6,178,107)

(1 72,503)

(9,514)

(2,660,178)

(1,318,222)

Total income and financial burden

(297,561)

6 1,953

(1 70)

4,711

(216,044)

(370,890)

-

-

-

-

,

-

TOTAL LIABILITIES INCOME STATEMENT

Total financial proceeds value rectifications Extraordinary income and burdens

-

-

-

-

,

-

Pre-tax result

103,701

4 40,595

(1 32,297)

(4,803)

111,416

(256,009)

Taxes on the financial year income

(18,548)

(7 9,620)

3 5,916

-

(28,096)

(8,110)

Financial year result

85,153

360,975

(96,381)

(4,803)

83,320

(264,119)

_page 85

energy company balance statement at 31 December 2008

BALANCE SHEET PERCENTAGE OF POSSESSION

CRISTOFORETTI S.E.R. S.r.l.

ENERGIA DELLA CONCORDIA S.r.l.

SERIO ENERGIA S.r.l.

50%

100%

40%

ACTIVITY Total credits towards Shareholders for deposits due

-

-

-

Total intangible fixed assets

3,884,908

0

11,014

Total tangible fixed assets

1,449,435

3,559,332

2,600,384

Total Financial fixed assets Total fixed assets

97,226

596

4,008

5,481,568

3,559,928

2,615,405

Total stocks

6,495,282

-

-

Total credits

14,639,848

566,741

494,170

Total non fixed assets Total liquid assets Total current assets Total Accruals and deferrals TOTAL ASSETS

168

-

-

1,083,591

10,746

201,957

22,218,889

577,486

696,127

5,612

3,501

-

27,706,068

4,140,915

3,311,532

2,409,621

533,998

1,437,089

-

33,000

-

400,230

-

-

LIABILITIES Total net equity Total Risks and expenses funds Severance indemnity Financial Debts

11,530,782

2,110,000

1,458,443

Business Debts

13,323,205

1,463,917

415,598

42,229

-

402

27,706,068

4,140,915

3,311,532

Total liability accruals and deferrals TOTAL LIABILITIES INCOME STATEMENT Total production value

23,425,193

105,808

2,217,438

Total production costs

(22,330,404)

(99,282)

(1,620,323)

(634,760)

7,342

(97,153)

Total financial proceeds value rectifications

-

-

-

Extraordinary income and burdens

-

-

-

Total income and financial burden

Pre-tax result

460,030

13,868

499,959

Taxes on the financial year income

(236,065)

(392)

(159,618)

Financial year result

223,965

13,476

340,341

_page 86

other controlled company balance statement at 31 December 2008

BALANCE SHEET PERCENTAGE OF POSSESSION

IMMOBILIARE DELLA CONCORDIA S.r.l.

NUORO SERVIZI S.r.l.

100%

44%

ACTIVITY Total credits towards Shareholders for deposits due Total intangible fixed assets Total tangible fixed assets Total Financial fixed assets Total fixed assets

-

-

33,873

-

7,221,942

-

24,958

-

7,208,773

13,176

Total stocks

2,293,345

-

Total credits

495,063

5,409,303

-

-

35,511

39

2,823,920

5,409,342

6,857

-

10,111,550

5,422,518

7,767,794

287,107

Total Risks and expenses funds

16,219

19,037

Severance indemnity

37,219

-

Financial Debts

1,226,135

2,674,244

Business Debts

1,053,391

2,442,130

Total non fixed assets Total liquid assets Total current assets Total Accruals and deferrals TOTAL ASSETS LIABILITIES Total net equity

Total liability accruals and deferrals TOTAL LIABILITIES

10,792

-

10,111,550

5,422,518

INCOME STATEMENT Total production value

3,216,160

-

Total production costs

(3,532,082)

(62,203)

(16,983)

(154,177)

-

(8,000)

Total income and financial burden Total financial proceeds value rectifications Extraordinary income and burdens

-

-

Pre-tax result

(332,906)

224,380

Taxes on the financial year income

(13,783)

(29)

(346,688)

(244,409)

Financial year result

_page 87

foreign company balance statements at 31 December 2008

BALANCE SHEET PERCENTAGE OF POSSESSION

CPL HELLAS A.B.E. & T.E.

CPL MAGHREB SERVICE S.r.l.

CPL CONCORDIA FILIALA CLUJ S.r.l.

AI POWER S.r.l.

100%

90%

100%

54%

ACTIVITY Total credits towards Shareholders for deposits due

-

-

Total intangible fixed assets

18,887

Total tangible fixed assets

20,892

Total Financial fixed assets

18,178

Total fixed assets

-

121,958

-

526,699

10,379

-

10,372,028

11,646

-

6,428

2,581

57,958

-

10,905,156

24,606

Total stocks

1,100

-

360,161

267,652

Total credits

908,881

-

1,392,799

66,018

-

-

-

-

Total non fixed assets Total liquid assets Total current assets Total Accruals and deferrals TOTAL ASSETS

11,997

4,372

141,306

9,090

921,979

4,372

1,894,266

342,760

6,357

-

-

8,812

986,293

4,372

12,799,422

498,136

434,978

4,372

9,014,519

208,347

-

-

163,958

-

LIABILITIES Total net equity Total Risks and expenses funds Severance indemnity

-

-

-

-

Financial Debts

101,000

-

2,312,752

-

Business Debts

450,315

-

1,308,192

289,789

Total liability accruals and deferrals

-

-

-

-

986,293

4,372

12,799,422

498,136

Total production value

(630,012)

-

7,324,167

398,659

Total production costs

(1,754,767)

(6,746)

(6,541,025)

(391,759)

1,455

1,202

(521,736)

(54)

-

-

-

-

(71,698)

-

(110,429)

-

(2,455,022)

(5,544)

150,976

6,846

-

-

(66,134)

(1,576)

(2,455,022)

(5,544)

84,842

5,270

TOTAL LIABILITIES INCOME STATEMENT

Total income and financial burden Total financial proceeds value rectifications Extraordinary income and burdens Pre-tax result Taxes on the financial year income Financial year result

_page 88

SUMMARY OTHER CONNECTED COMPANIES ESSENTIAL DATA FOR THE ANNUAL BALANCE STATEMENT AT 31 December 2008 COMPANY FONTENERGIA S.p.A.

NET EQUITY

PERIOD RESULT

5,234,662

CPL QUOTA

285,389

49%

SAFIN S.r.l.

413,552

-20,758

51%

SARDA RETI COSTRUZIONI S.r.l.

524,612

-332,981

37%

TECLAB S.r.l.

144,068

29,137

35%

COMPAGRI

831,968

-236,928

22%

AGRIENERGIA SOC. CONS.

3,209

-4,710

20%

X DATANET S.r.l.

106,478

46,169

30%

PEGOGNAGA SERVIZI S.r.l.

179,024

48,313

50%

COIMMGEST S.p.A.

173,762

40,450

45%

_page 89

Board of auditors report for the consolidated annual balance statement at 31 Dec 2008

Dear Shareholders, Following the tasks assigned us pursuant to art. 41 of legislative decree No. 127 dated 9 April 1991, we have checked the consolidated balance statement of the CPL Group, together with the management report relative to the 2008 financial year. The CPL Group Balance Statement at 31 Dec 2008, in summary, presents the following data in Euro:

Activity Credits toward shareholders for deposits still due.

1,307,851

Fixed assets

144,737,301

Current assets

208,284,445

Income accruals and deferrals Total assets

6,328,906 360,658,503

Liabilities Group net equity Third party capital and reserves Total equity

100,624,632 1,194,714 101,819,346

Risks and expenses fund

2,562,693

Severance indemnity

6,132,307

Debts Liability accruals and deferrals Total liabilities

249,667,035 477,122 360,658,503

The order statements equal 199,984,153 Euro.

Consolidated income statement for the 2008 financial year Value of production

261,608,155

Cost of production

(247,852,684)

Difference between value and cost of production

13,755,471

Proceeds and financial burden

(4,742,254)

Financial activity value rectifications

583,755

Extraordinary proceeds and burden

225,745

Pre-tax result

9,822,717

Taxes on the financial year income (current - deferred - advance taxes)

(4,280,480)

Annual profit

5,542,237

Third party equity profit Group profit

(79,118) 5,463,119

_page 90

The Balance Statement was prepared in accordance with the provisions of legislative decree No. 127 dtd 9 April 1991, integrated by the accounting principles prepared by the National Association of Chartered Accountants and, where unavailable, those of the International Accounting Standards Board (I.A.S. principles, now I.F.R.S.) The balance statements of the companies inserted into the consolidated balance statement were checked by the respective Board of Auditors and/or, in the absence of the same in that it was not compulsory by law, by the auditing company Price Waterhouse Coopers SpA. Based on their checks, the Board of Auditors ascertained the following: the companies included in the field of consolidation are correctly identified and respond to the requirements of controlled company as set forth by the aforementioned normative; the information transmitted by the companies included in the field of consolidation to the consolidating company is in conformance with the evaluation criteria, the structure and the content defined by the consolidating company itself, as confirmed by the administrative bodies of each consolidated company; the information received was correctly utilised by the consolidating company for the formation of the consolidated Balance Statement together with those resulting from their own accounting registers;

all significant operations within the group, both due to value and consequence occurring between the companies included in the area of consolidation - in particular credits/ debts, costs/proceeds and capital gains were deleted; therefore, the Board adopted the integral consolidation method in cases of real control and in share management. for the other companies, the Board proceeded with the method of net equity; we gave our consent to the registration in the balance statement of costs of systems and expansion as well as costs of research, development and advertising, respectively for 237,197 Euro and 8,895 Euro; the explanatory note contains the information required by the reference normative; the data and information contained in the Management report respect the content required by art. 40 of legislative decree 127/91 and contextually acknowledge thos of the civil consolidated balance statement.

In our opinion this consolidated balance statement correctly expresses the financial equity situation and the economic result of the group which is head of the cooperative company CPL CONCORDIA for the financial year ending at 31 Dec 2008 in accordance with the norms which govern preparation of the consolidated balance.

Concordia sulla Secchia, 29 May 2009

the evaluation criteria and the principles of consolidation adopted are in accordance with the reference normatives, as are the method and criteria of consolidation: from the balance statements of the companies included in the area of consolidation, opportunely reclassified, the elements of profit and liability are integrally reported as well as costs and proceeds, according to the criteria of the integral consolidation method;

Board of Auditors President Dr. Pelliciardi Carlo Alberto Effective auditor Dr. Casari Mauro Effective auditor Dr. Ascari Fausto

_page 91

Certification report

CPL CONCORDIA Soc. Coop.

Via A. Grandi 39 - 41033 Concordia s/S. (MO) Italy tel. +39.535.616.111 - fax +39.535.616.300 info@cpl.it - www.cpl.it