Consolidated Annual Accunt 2009

CPL CONCORDIA |

consolidated financial statements 2009

CPL CONCORDIA |

consolidated financial statements 2009

table of contents

1 2 3

4

The corporate governance of cpl concordia 4.

Shareholders’ Assembly 4.

Board of Directors 4.

Audit Committee 6.

Executive Committee 7.

Supervision Board 7.

Administration, Finance, Control and Information Systems 8.

Areas, Sectors and Specializations 9.

Cpl Concordia Group in the world 10. Organization chart

Report on operation 14.

Unified management report for the consolidated financial statements for the financial

Balance sheet 2009 76. Rectified balance sheet 82. Board of auditors report for

the annual balance statement 84. Certification Report 85. Certification UNI EN ISO 9001:2000

Consolidated balance sheet 2009 88. Consolidated balance sheet 94. Gas - methane and gpl company balance statement 95. Gas - methane and gpl company balance statement 96.

Energy company balance statement 97. Foreign company balance statements 98. Other controlled company balance statement 99. Summary other connected companies essential data

for the annual balance statement 100. Board of auditors report for the consolidated

annual balance statement 102. Certification Report

1

page 3

| the corporate governance of cpl concordia |

the corporate governance of cpl concordia

1

shareholders’ board of directors assembly appointed on 19 June 2010

It is the highest policy-making body in the Company.

As envisaged by the Articles of Association, every year the Shareholders’ Assembly approves the Annual Accounts and appoints by election the members of the Cooperative’s Board of Directors.

All shareholders are entitled to attend all Assembly meetings, be they ordinary or extraordinary meetings.

If the relevant issuing resolution so provides, Contributing Shareholders are also entitled to attend.

The Assembly appoints corporate bodies, introduces regulations pertaining to the Articles of Association and internal regulations, with the aim of improving the functioning of the Company. It issues resolutions concerning the establishment of mutual funds for the development of mutualistic activities as well as any other subject submitted by the Board of Directors. Besides the official governing organs, the Special Assembly of cooperative participation shareholders is also active.

Their Common Representative, in order to protect the Special Assembly’s rights, is also entitled to attend the company’s Assembly with a view to check the implementation of development plans.

page 4

The company is managed by the Board of Directors, composed of 12 directors elected by the Shareholders’ Ordinary Assembly. The Board represents the Shareholders’ Assembly and each year it appoints, among its members, the President and the Vice President. It is also entitled to appoint one or more Managing Directors determining their relevant powers.

The Board of Directors is entitled to carry out any activity that is necessary to reach the company aim. It enforces the Assembly’s resolutions, draws up provisional and final accounts, lays out the company’s annual and multiannual plans, decides on the acceptance or lapse of Shareholders, appoints technical directors, managers in charge of areas, sectors, specializations and services, while also establishing their powers and roles.Moreover, Board meetings are also attended by two Legacoop (“National Association of Cooperatives”) territorial representatives, who are invited on a permanent basis.

members of the board of directors Roberto

Casari

president

Mario

Guarnieri

vice president

Daniele

Spaggiari

managing director

Enrico

Benetti

Claudio

Bonettini

Pierluigi

Capelli

Arturo

Caracciolo

Elena

Galeotti

Giulio

Lancia

Roberto

Loschi

Carlo

Porta

Nicola

Verrini

page 5

audit committee Roberto Casari

Daniele Spaggiari

Mario Guarnieri

Enrico Benetti

The Audit Committeee supervises abidance by laws and articles of association, conformity with the principles of correct administration and, in particular, the adequacy of the organizational, administrative and accounting structure adopted by the Company and its actual functioning.

The Committeee, through its President, reports to the Assembly convened to approve the accounts on the criteria followed in managing the company in order to achieve the aims set forth in the Articles of Association.

Claudio Bonettini

Pierluigi Capelli

The Committeee is composed of three standing members and two acting members appointed by the Assembly. The Assembly appoints the President of the Committee.

members of the audit committee Arturo Caracciolo

Elena Galeotti

Giulio Lancia

Roberto Loschi

Carlo Porta

Nicola Verrini

Carlo Alberto Pelliciardi president Fausto

Ascari

standing auditor

Mauro

Casari

standing auditor

Cristina

Clò

acting auditor

Giosuè

Pelliciari

acting auditor

the corporate governance of cpl concordia

1

executive committee

Roberto Casari

The heart of the Cooperative’s Management lies in its Executive Committee. It is composed of 5 members: President, Vice President, Operative General Director, Director of Administration, Finance, Control and Information Systems, Director of Human Resources, Director of Sales.

This is the so-called “technical structure”, that is required to possess high technical and specialistic skills and is responsible for forging the Cooperative’s strategic and operative activity in its entirety.

Jenny Padula

The members of the Executive Committee cannot be elected to the Board of Directors. Such choice becomes necessary for drawing a line between the management and the ownership of the Cooperative. The latter being made up of the entire shareholders base and represented by the Board of Directors, it has the task of checking the conduct of the Executive Committee itself.

members of the executive committee Roberto Casari

president of the board of directors

Jenny

Padula

director of human resources

Mario

Nevali

director of sales

Maurizio Rinaldi

director of administration, finance, control and information systems

Fabrizio Tondelli

operative general director

Mario Nevali

Maurizio Rinaldi

Fabrizio Tondelli

page 6

page 7

supervision board

administration, finance, control and information systems

It is the body in charge of supervising the effectiveness and evaluating the adequacy of the Model of organization, management and control pursuant to Legislative Decree 8/6/2001, n. 231, whose Ethical Code constitutes an integral part. The Supervision Board of CPL CONCORDIA carries out the following activities:

The four administrative areas (Administration, Finance, Control and Information Systems) report to the Director of Administration, Finance and Control and are led by the relevant managers.

supervising the application of the Organization Model, with respect to the different types of crimes described in the Decree; supervising the effectiveness of the Model and its capacity to prevent the crimes envisaged by the Decree; identifies and suggests to the relevant bodies (Board of Directors, Audit Committee) updates and amendments to the Model as a result of changes occurred in legislation or in the company situation.

members of the supervision board Igor

Skuk

Severo

Barotto

Luca

Costa

president

administration, finance, control and information systems managers Massimo Continati administration manager Mario

Guarnieri

controller

Pierluigi Capelli

finance manager

Iames Astolfi

information systems manager

the corporate governance of cpl concordia

1

areas, sectors and specializations

areas | A

CPL CONCORDIA is split in 10 geographical “Areas” that feature uniform work skills.

The “Sectors” operate transversally with respect to the national territory as a whole.

sectors | N

specializations | S

A1

N1

S1

Gas Networks,

S2

Construction of

S3

Networks

S4

Heat Management and

S5

Public Lighting

S6

Cogeneration

Concordia

Mantova - Modena - Piacenza Parma - Reggio Emilia

Plants Maintenance

and Odorization

Frosinone - Latina - Rieti - Roma Viterbo

Rome - Tyrrhenian Sea

N2

Construction of

A3

Milan - North-West Italy

N3

Gas Distribution

N4

Information &

A2

A4

A5

Alessandria - Aosta - Asti Bergamo - Biella - Brescia Cuneo - Como - Cremona Genova - Imperia - Lecco - Lodi Monza - Milano - Novara - Pavia Sondrio - La Spezia - Savona Torino - Varese - Verbania - Vercelli

Gas plants

Communications Technology

Sant’Omero - Adriatica

Ascoli Piceno - L'Aquila - Bari Brindisi - Campobasso - Chieti Foggia - Isernia - Lecce - Macerata Matera - Pescara - Potenza Taranto - Teramo

Fano - Umbria

Ancona - Forlì - Perugia Pesaro-Urbino - Ravenna - Rimini

Terni

A6

AS

A1

Padua - North-East Italy

Global Service

A9

A8 A5

Tuscany

A2

A4

A6

Bologna

Bologna - Ferrara

Sardinia

Cagliari - Nuoro - Oristano

Sassari - Carbonia-Iglesias

Medio Campidano - Ogliastra Olbia-Tempio

page 8

Maintenance

A3

Arezzo - Firenze - Grosseto Livorno - Lucca - Massa Carrara Pisa - Prato - Pistoia - Siena

A9

Energy Plants and District Heating Networks

A7

Belluno - Bolzano - Gorizia Padova - Pordenone - Rovigo

Trento - Trieste - Treviso - Udine

Venezia - Vicenza - Verona

A8

Water Networks, Power Networks

Campania - Calabria - Sicily

Agrigento - Avellino - Benevento

Caserta - Caltanisetta - Cosenza

Catania - Catanzaro - Enna

Crotone - Messina - Napoli Palermo - Reggio Calabria Ragusa - Salerno - Siracusa

Trapani - Vibo Valentia

A7

There are also some internal consultancy functions called “Specializations”.

AS

A6

A6

page 9

cpl concordia group in the world

The CPL CONCORDIA Group operates in Italy and in the world with established units, through associated and controlled companies, exporting know-how and expertise In the fields of gas, energy, renewable energy sources.

Argentina Algeria Tunisia Italia Romania India

the corporate governance of cpl concordia

1

organization chart Board of Directors Supervision Board

Shareholders and CSR

Operative General Director*

Legal Office

President’s Staff

Health and Safety

Communication and Press Office

Director of Sales*

Analysis and Calibration Laboratory

Director of Administration, Finance and Information Systems*

Payroll

Recruiting and Training

Sales Area Manager

Information Systems

Environment Protection Service

Sales Representatives

Management Controlling and Auditing

Aera Managers

Administration

Sector Managers

General Secretariat

Production Services

Technical Service

Director of Human Resources*

Finance

Quality System Management

Specialization Managers

page 10

President*

Vice President

* Executive Committee members

2 | report on operation |

report on operation

2

unified management report for the consolidated financial statements for the financial year closed at 31 December 2009

Report drafted in accordance with Article 2428 of the Civil Code supplemented by Article 1 paragraph 2 of Legislative Decree 32/2007 and by Article 40 of Legislative Decree 9 April 1991 No. 127 Dear Shareholders, the financial statements for the year closed at 31/12/2009 that are submitted for your approval show a Profit, net of taxes for the year and ordinary and extraordinary provisions, of EUR 8,597,472 a result that we believe is extremely positive especially in relation to the current macro-economic crisis that the entire national and international economy finds itself in.

Production performed during the financial year amounts to EUR 278,090,705, with an increase compared with the previous financial year of 23.4%.

Total assets were EUR 338,956,968, net assets totalled EUR 109,466,293, Funds totalled EUR 2,414,895, the Severance Pay Fund totalled EUR 5,336,207 and the total payables, prepayments and accrued income and liabilities were EUR 221,739,573.

As always the directors of the cooperative have performed, also in accordance with Art. 2 of Law 59/92, their mandate with the desire to achieve the mutual objectives provided by law and the statute for the cooperative, consisting of the purpose of obtaining continuity of work and the best financial, social and working conditions possible. For these reasons, the cooperative has acted in order to maintain

page 14

full employment of the members and to reward their performance at work with the best terms and conditions possible, taking account of the market trend and the specific reference sector in which it operates. The company has also operated in order to improve the professional and cultural qualification of shareholders, investing in ensuring the best conditions in the working environment.

To continue the process of membership base, in virtue of the good results for the year the Board of Directors proposes allocating as a return, an amount determined in relation to the quantity and quality of work in the course of exercise 2009 to each cooperative shareholder, according to Art. 3 comma 2 letter (b) of Law 142 of 3 April 2001 and subsequent amendments. The amount that the Board of Directors proposes to the shareholders to be split between shareholders on the basis of the criteria set out above shall amount to EUR 1,500,000 which has already entered under the heading B9 of the Profit and loss Account between staff costs as an integration of the salaries paid to shareholder workers in 2009, 50% to be spent to increase the capital subscribed and paid up and the remaining 50% by way of integration of remuneration

payable to cooperative shareholders, these methods are both provided for in Article 62 of the company statute and under, and are in accordance with Art. 6 second subparagraph of the Legislative Decree No. 63/02 converted into Law No. 112/02.

In its role as parent company of a range of companies operating in the same business sector or with integration and completion of the sector branch of construction and management of methane gas and LPG distribution networks, including the sale, construction and management of thermal plants for heating or packaging, remote heating and the construction and management of photovoltaic plants, public lighting and high-efficiency cogeneration, the cooperative has drafted their consolidated financial statements as at 31 December 2009 in accordance with Legislative Decree No. 127 of 09/04/1991.

The Consolidated Financial Statements closed at 31 December 2009 contain a consolidated production value of EUR 318,323,015, an increase compared with the previous financial year of EUR/000 56,714,860 which equates to 21.7% The Group’s result generated by this production shows a pre-tax profit for the period of

page 15 EUR 16,218,404 that is net of current, deferred and forecast tax of EUR 5,163,187 and the loss of third parties (or Group profit), of EUR 131,114, leads to a net profit of EUR 11,186,331 which equals the very parent company’s pleasing result, and is one of the best results obtained in the last 10 years.

Total assets were EUR 413,276,659, Group equity totalled EUR 112,365,806, Funds totalled EUR 4,188,524, the Severance Pay Fund totalled EUR 5,796,182 and the total payables, prepayments and accrued income and liabilities totalled EUR 289,320,250.

the cooperative today, after 110 years of history The summary data presented in the introduction to this report will be remembered as the numbers that celebrated the 110 years of history of our cooperative.

CPL CONCORDIA was actually founded in 1899 by an enterprise of 382 farm workers and unemployed people to carry out excavation and reclamation activities, in the 1960s the cooperative converted to the world of gas and thereafter energy. Today CPL CONCORDIA is one of the largest cooperative groups in Italy.

CPL stands for Cooperativa di Produzione Lavoro [Work Production Cooperative]. For 110 years our mission has been to generate real work that is regulated, secure and fulfilling for people in their roles. Work that offer dignity to those who perform out, which makes them grow professionally and personally. Work that becomes a legacy for the region.

Work undertaken to the best of our capabilities by demonstrating conscientiousness, consistency and professionalism.

Only 10 years ago, the cooperative celebrated 100 years of history, then, turnover was EUR 85.2 million and just over 450 people worked at CPL. Today those employed by the cooperative alone greatly exceed 1,100 units and turnover has reached EUR 278 million. In just 10 years the parent company has more than doubled employment and more than tripled its turnover.

If you look at the same numbers for the Consolidated Group, in 1999, the Group achieved a production value of EUR 126 million; today it has made EUR 318.

Employment, turnover and volumes achieved in general have little meaning if they are not accompanied by sustainable growth, constant marginalisation and

a controlled and monitored level of debt. The results obtained in the last five years by both the cooperative and the Group offer good grounds for satisfaction, also because they were obtained, at least in the last two years, in a particularly difficult national and international macro-economic situation.

The financial statements closed at 31 December 2009, also offer a key to reading that we can consider new for our business. In recent years, the results of the parent company were generally equal to or better than those of the consolidated results. This situation occurred in relation to the basic start-up condition of subsidiaries or associated companies, many of these involved considerable initial investment and a consequent heavy burden of financial charges. Some investments obviously offer little return. With the closures of the financial year 2009 we have witnessed a clear, and we hope lasting, trend reversal. The 2009 Consolidated Financial Statements closed with a better result and productivity indices than the parent company’s financial statements.

The reasons are attributable to the positive trend of gas purchase prices resulting from the strength of the euro against the dollar during the crucial months of 2009, the maturing of some gas distribution licenses operated by subsidiaries and from the low cost of money has undoubtedly positively influenced significantly indebted companies.

During the financial year 2009, the cooperative has almost totally transferred the gas distribution sector to the parent company CPL Distribuzione S.r.l.. With this operation a single container has been created inside the Group, except for the planning companies which run an important and strategic branch of the company. It is clear that this operation has moved marginalisation from the parent group by redefining the analysis parameters on economic indicators of the related financial statements.

A detailed analysis of the economic and financial data in the financial statements for the financial year and the consolidated financial statements will be made during the course of this report.

the services offered our business CPL CONCORDIA’s supply is now mainly directed at the gas and energy market (in both a public and private context) as a result of the consolidated expertise in maintenance services and global

report on operation

2

service of installations. CPL CONCORDIA responds to market needs by offering products and services based on technological development and continuous innovation and the desire to save energy.

The business conducted by the cooperative and its Group involves 4 operational macro areas: Energy Networks Gas Information & Communications Technology The “Energy” division’s area of activity includes a range of specialisations which involve traditional services such as Energy Services used for running schools, hospitals, sports centres, public and private buildings, Airconditioning services, Public Lighting and the Global Service, but also services with a strong presence of technological innovation such as the supply, management and maintenance of cogeneration and trigeneration plants, photovoltaic and solar heating plants, biogas and biomass systems and Geothermal activities.

The division called “Networks”, which represents the Cooperative’s historical business, is concerned with building and maintaining methane gas and LPG distribution, aqueducts and sewer networks, electricity systems, fire-fighting, data networks and remote heating networks.

The area of activity called “Gas” is regarded as the financial lung that led to the development which we have mentioned previously both for the cooperative and the whole Group. Over time the cooperative,

page 16

has covered the whole sector through the distribution and the constitution of the sales company, at the same time it has created a dense network of additional services for the same distribution/ sales division which includes the construction and assembly of the decompression tanks, reduction, measuring and correction units, odorising services, cathodic protection and leak detection.

It has carried out research and development installing systems such as the Total Data Service and a metrological laboratory. By making this range of products and integrated services, the cooperative in this sector can now be defined as the most complete competitor on the market.

The sector called “Information & Communications Technology” was created at the start of the decade on the back of experience gained in the traditional areas and with the aim of developing IT innovation features to offer to both internal group users and to put on the market. The sector offers ERP, Web service, software billing and CMS solutions.

The sector also offers call and contact centre services, home automation, video surveillance, access control, remote control facilities and telemetry counters.

The cooperative’s business and that of the group is mainly set in Italy with a clientele represented both by public and private bodies and for gas sales, also by the general public.

As we will see in the chapter devoted to strategies and the foreseeable development of future management, a process of globalisation is occurring which in the long-term objectives will see the cooperative and the Group make at least 30% of turnover abroad in the next decade.

For now, the group’s interests are focused on Romania, North Africa (Algeria and Tunisia) and Argentina.

As regards the national market the Group is safely rooted throughout the Italian peninsula working out of their head offices.

The Cooperative has divided its operating areas into 9 national branches, together with others, for the moment, three foreign locations, which are listed below:

Head office area: Concordia sulla Secchia Bologna area: Bologna

North-west area: Melegnano office North-east area: Padova and Lavis office (TN) Fano area (Marche, Umbria and Romagna): Fano area S. Omero area (Abruzzi Molise and Apulia): S. Omero office Tuscany area: Arezzo office Central area (Lazio and Sardinia): Rome office Southern area: Naples office Romania: Cluj Napoca office Algeria: Algiers office Tunisia: Tunis

staff, environment and company social aspects (1.)

staff

The cooperative generates real work in respect of the person and their growth, for 110 years it has been our cooperative’s mission.

Development, turnover and innovation have been possible

page 17 thanks to the irreplaceable work of our men and our women. Without the contribution of those who have worked within the cooperative and its group the results that we are going to comment on would not be possible. The human component inside a company is the real added value.

In the last two years, in a crisis-ridden macroeconomic situation, the CPL Group, also as an occupational company, has fought on.

In this respect, it seems appropriate to stress the strong employment growth that occurred in 2009, both for the parent company and the Group. The relevant statements are analysed below: Average make-up of the parent company Number

2009

2008 16

Executives

24

32

Employees

463

388

Operatives

613

538

1,124

974

The table above shows the average staff composition data from 2009 achieved by the cooperative compared to those of 2008, from which an annual increase of 150 working units is clear, to which are added the 127 working units from the previous year. In the last two difficult years of economic crisis the cooperative has increased its average staff by nearly 300 people, which is more than 30%.

On a Group level the situation does not differ much from the one of the cooperative, as stated in the table below: Average make-up of the Group 2009

2008

Managers

28

18

Executives

26

33

Employees

536

453

Operatives

691

599

1,281

1,103

TOTAL

Manual Administration

and Building Metal Mech. Gas Op. Cleaning Co-op Dir. Co.co.pro TOTALIS 204

368

31

59

377

14

10

Managers

613 450

Executives

Total

24

Number

CCNL membership

24 10

The table above shows that in 2009 there was an average employment rise of 178 units, for the most part in Italy, while the remainder work in our Romanian subsidiary. In the last two years, the average Group increase overall is 340 employees, also a percentage incidence of more than 30%. As regards the work contracts applied to the Group, today there are five

273

24

14

24

Collaborators

Managers

TOTAL

existing Italian contracts: Cooperative Buildings Contract, Cooperative Metal Workers, Gas fitters, Cleaners in addition to the contract of Cooperative Managers. By simply analysing the parent company’s data and taking account of the average composition at 31 December 2009 the breakdown is as follows:

759

45

10

24

13

13

13

1,124

It also emphasised that as regards the national building contract, this is integrated with the provincial contracts, while for all contracts a supplementary company contract is required.

(2.)

social aspects of the company CPL’s mission is to promote the spirit inherent to a cooperative, the spirit of mutuality, also underscored by the cooperative state with prevailing mutual associations; this is mainly expressed in the relationship with its partners and with the region in which it operates. As regards the first point, after having survived the difficult time faced in period 2003-2004 the Cooperative has seen the loyalty of its membership base constantly increase by encouraging loyalty underscored by a constant increase in the membership base and of the membership obligation.

In this regard the handling of the membership base over last two years and the membership obligation in last five years can be analysed in the two tables below.

Variations recorded in shareholders' base in the past two years Balance Cooperating 01/01/2008 Admitted Lapsed Balance as of Admitted Lapsed as of shareholders 31/12/2008 31/12/2009 Manual

198

29

-11

216

38

-3

251

Administration

245

30

-7

268

33

-9

292

17

0

-1

16

8

-1

23

460

59

-19

500

79

-13

566

Executives Total

The membership obligation amount over the five years as follows:

report on operation

2

page 18

Year 2009 EUR 5,654,737 Year 2008 EUR 4,258,627 Year 2007 EUR 3,224,800 Year 2006 EUR 2,545,157 Year 2005 EUR 2,331,665 As can be seen by analysing the two tables over two years the membership base enlarged to 567 cooperatives with a sharp increase of 107 units, with an increase of over 23%.

Due to the effects of the loyalty of the membership base, the cost ratio among members and that of non-members, necessary to be regarded as cooperative with prevailing mutuality, is 60.91% compared with 39.09% for nonmembers.

Whereas as regards the collection of the membership obligation, which has reached EUR 5.6 million, this has almost tripled compared to 2005 and has experienced an increase of EUR 1.4 million in the past year.

The balance at 3112/2009 of obligations from member donors is made up of the payments of 328 members for a maximum amount per capita of EUR 63,552. These loans, which are paid on the basis of normal market rates but never more than that set out by the Ministry of Finance increased by 2.5%; for 2009 they were repaid at a gross annual rate of 5.125% (4.10% net).

However, as regards, the membership ratio of the cooperative with its own region, we believe it is appropriate to dwell on three emblematic specific cases that represent an absolute index of sensitivity compared to the real problems of the economic fabric in which it operates.

The cases referred to are represented by two companies which are part of the Modena

cooperative movement and Modena Calcio F. C. S.p.A. As regards the fate of the two Modena cooperatives, by the way the Fiat dealership LaCarpi of Carpi and the Coopbilanciai of Campogalliano, CPL operated immediately through the underwriting shares from subsiding members, respectively, for EUR 100,000 EUR 500,000, joining as an industrial partner of both cooperatives. With the Coopbilanciai in particular, it is preparing an industrial project for the design and implementation of new electronic meters provided for in Resolution AEEG 155/08 to be put on the market in the next few years. With this initiative it is convinced that it can make a decisive contribution to overcoming the current financial economic crisis in the Campogalliano cooperative.

The third case is represented by the purchase of a minority share in Modena Calcio F.C. Obviously the cooperative’s commitment may not be considered strategic, but is supported by the strong interest expressed by the Municipality of Modena. Once again the cooperative responded positively to requests for help from the community in Modena, aware of the significant economic and financial commitments that needed to be faced.

This also means being attentive to membership, even this means being co-operators.

(3.)

environment and safety In total the safety and environment office has made use of a budget of about EUR 300,000.

359 risk assessment documents are prepared by office (among POS and Art. 26 in accordance with Legislative Decree 81/08).

This number only includes documents drafted for works contracts awarded and carried out, but they also have to be added to all documents drawn up for the tenders office.

To comply with Legislative Decree.123/07 developers and contractors are obliged to draft a DURVI (interfering risk assessment document) otherwise the contract will be invalid.

The objectives achieved in 2009 as regards safety were as follows: a new online training/ information system via a multimedia platform in the preparation process was completed and became operational at the start of 2010. The Platform consists of the Prevention and Protection Departmental Manager registering lessons on issues regarding safety at work and the environment. The course is 8 hours in total. It is accessible to each CPL staff member by means of a password. No employee will be able to move on to the next issue until they have finished the one they are viewing. A test is provided at the end; a qualified doctor coordinator who has the job of coordinating qualified doctors in the various offices has been appointed; implementation of the safety

page 19 management system has begun in accordance with the OHSAS standard, and is expected to obtain certification in 2010.

The objectives achieved in 2009 as regards the environment were as follows: the objective of environmental certification was extended to the following activities: “design, construction, installation, maintenance and restructuring of: measurement, reduction control and gas odorising systems; transport and methane gas distribution networks, drinking water, waste water and remote heating and cogeneration plants”; implementation of differentiated waste collection by putting special containers in communal places, in various buildings at the CPL CONCORDIA Soc. Coop. offices”.

The drive towards correct differentiated collection is already pursued in 4 areas, and for 2010 we are planning to expand it to all areas that have operating sites (with vehicles and deposits). For sites that only have offices, separate collection is carried out by separating the waste generated in the offices (paper, plastic) and then transferring it to the suitable ecological areas in the relevant municipalities.

The aim to be achieved in 2010 is the three-year renewal of standard EN ISO 14001:2004 certification.

The Area by Area inspection visits to assess the application of safety and environmental measures both at sites and in management and maintenance operations have continued and will continue in the course of 2010. This monitoring work will begin by starting from the assessment of compliance with current regulations for safety and the environment in each area office (assessment of risk assessment documents, fire safety equipment check; check maintenance of extinguishers, vehicles check) and moving on to the sites in the various areas. This will be used to be able to understand how far it has been implemented at the end of year and what remains to be implemented as regards safety and the environment. The data will primarily be used by the Area manager to understand what is happening in their area and then also by Company Management to understand how the Area manager manages the responsibilities relating to these issues.

The planned activity by the Office for 2010 will concentrate on the following issues:

complete the training of Prevention and Protection Departmental Officers from the safety office, making them aware of the issues relating to the other companies in the Group that are under the direct responsibility of CPL’s safety office (Cristoforetti s.e.r.; Pegognaga Servizi; Immobiliare della Concordia; Erre.Gas; Coopgas; Si.Gas;) implementation of the new directives in the field of safety based on regulation ADR2009 to make odorised deposits safer and the operations linked to them.

As regards environmental protection and waste management, new software stations are being installed to record waste forms, the compilation of the loading and unloading register, MUD. With the new Legislative Decree 152/06 II interpretation, the problem of managing earth and rocks from excavation has been added to the existing responsibilities regarding waste-treatment from sites, which concerns the separation and recovery of the earth and rocks from excavations from sites where pollutants are present (asphalt and bituminous conglomerates) in order to reuse the portion of earth and rock and transfer it to authorised landfill sites, the portion that comprises bituminous refuse and asphalt.

Lastly, the office will take care of monitoring CPL refuse areas at the Concordia office. This operation is necessary to prevent waste from external sites from being stored in areas used for temporary storage in the future.

report on operation

2

(expressed in Euro)

(A) parent company financial statements

Proceeds from sales and performances

CPL CONCORDIA’s financial statements for the financial year 2009 were characterised by a substantial hold of production margins, by a relative incidence of extraordinary expenses, both positive and negative, a significant reduction in financial charges and a balanced policy of provisions for future risks and costs or risks of receivable write downs.

In relation to achieving the margins, the sale of the branches of the company concerning Distribution to the subsidiary CPL Distribuzione S.r.l. has negatively affected the parent company. Clearly this effect is cancelled out in the consolidated financial statements.

243,437,301

Change invent. fin. prod. semifin.

0

Changes works in progress

7,472,352

Works in economy

20,127,269

Other proceeds

7,053,783

VALUE OF PRODUCTION

Costs for purchases

278,090,704

(94,469,596)

Variation in inventory of prime materials

(656,326)

Misc costs for services

(91,959,486)

Expenses for use of third party property

(13,949,275)

Various management expenses

(A.1.)

economic analysis

The profit and loss accounts reclassified with the added value method for the last five years are shown below: CPL CONCORDIA Cooperative Company: Earnings statements reclassified with the Value Added method

278,091

225,418

198,997

184,118

180,929

(data in thousands of euros)

280,000

(4,131,339)

VALUE ADDED

Cost of labour and relative expenses

72,924,684

(47,893,690)

MOL

Amortisations material fixed assets

25,030,994

(1,800,681)

Amortisations material intangible assets

(4,714,592)

Funds and devaluations

(2,579,683)

Amortisation, depreciation and allocations

production value trend

EBIT

Interests and the other financial burden Other financial proceeds TOTAL FINANCIAL MANAGEMENT

240,000

(9,094,957) 15,936,038

(1,968,634) 735,115 (1,233,520)

160,000

CURRENT RESULT

Proceeds from shares

120,000

Financial activity rectifications

(1,153,119)

Refunds to partners

(1,500,000)

200,000

80,000

Extraordinary management

40,000 0

page 20

31 Dec 2009

PRE-TAX RESULT

2005

2006

2007

2008

2009

14,702,518

178,829

680,550 12,908,777

Taxes on the financial year income

(4,311,305)

NET RESULT

8,597,472

page 21

Rectified Data

31 Dec 2008

%

31 Dec 2007

%

31 Dec 2006

%

31 Dec 2005

%

87.54%

205,215,858

91.04%

179,562,310

90.23%

172,845,785

93.88%

165,438,299

91.44%

0.00%

0

0.00%

0

0.00%

(1,552,050)

-0.84%

0

0.00%

2.69%

7,101,390

3.15%

2,658,347

1.34%

(892,233)

-0.48%

(3,494,561)

-1.93%

7.24%

10,543,087

4.68%

12,604,307

6.33%

9,945,241

5.40%

10,475,074

5.79%

2.54%

2,557,229

1.13%

4,172,220

2.10%

3,771,923

2.05%

8,510,074

4.70%

100.00%

-33.97%

225,417,564

(68,603,208)

100.00%

-30.43%

198,997,184

(63,885,797)

100.00%

-32.10%

184,118,665

-54,226,507

100.00%

-29.45%

180,928,886

(52,715,594)

100.00%

-29.14%

-0.24%

713,640

0.32%

9,455

0.00%

274,277

0.15%

(346,772)

-0.19%

-33.07%

(76,946,495)

-34.14%

(66,632,270)

-33.48%

(67,308,739)

-36.56%

(71,767,063)

-39.67%

-5.02%

(11,168,159)

-4.95%

(8,445,660)

-4.24%

(9,881,067)

-5.37%

(10,826,715)

-5.98%

-1.49%

(2,872,710)

-1.27%

(1,908,365)

-0.96%

(1,958,381)

-1.06%

(2,164,174)

-1.20%

26.22%

-17.22%

66,540,633

(42,648,176)

29.52%

-18.92%

58,134,548

(35,997,524)

29.21%

-18.09%

51,018,249

(31,026,611)

27.71%

-16.85%

43,108,568

(30,693,673)

23.83%

-16.96%

9.00%

-0.65%

23,892,457

(2,375,049)

10.60%

-1.05%

22,137,024

(1,967,731)

11.12%

-0.99%

19,991,638

(1,673,715)

10.86%

-0.91%

12,414,895

(1,863,046)

6.86%

-1.03%

-1.70%

(4,214,726)

-1.87%

(4,170,443)

-2.10%

(4,178,341)

-2.27%

(4,021,661)

-2.22%

-0.93%

(1,117,812)

-0.50%

(1,099,621)

-0.55%

(1,544,703)

-0.84%

(1,023,965)

-0.57%

-3.27%

(7,707,586)

-3.42%

(7,237,795)

-3.64%

(7,396,758)

-4.02%

(6,908,672)

-3.82%

6.84%

-1.99%

5,506,223 (4,066,967)

3.04%

-2.25%

5.73%

16,184,870

7.18%

-1.61%

14,899,229 (3,469,020)

7.49%

-1.74%

12,594,880

-0.71%

(3,637,127)

(3,668,045)

0.26%

1,015,957

0.45%

1,036,632

0.52%

904,825

0.49%

579,726

0.32%

-0.44%

(2,621,170)

-1.16%

(2,432,387)

-1.22%

(2,763,220)

-1.50%

(3,487,241)

-1.93%

5.29%

0.06%

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%

-0.41%

(2,658,698)

-1.18%

(1,406,642)

-0.71%

(2,347,069)

-1.27%

(2,162,320)

-1.20%

-0.54%

(1,200,000)

-0.53%

(1,100,000)

-0.55%

(750,000)

-0.41%

(500,000)

-0.28%

0.24%

11,902

0.01%

(34,308)

-0.02%

1,402,234

0.76%

1,889,160

1.04%

4.64%

10,817,248

4.80%

10,017,441

5.03%

8,687,021

4.72%

5,773,543

3.19%

-1.55%

(3,979,189)

-1.77%

(4,137,754)

-2.08%

(5,134,301)

-2.79%

(2,665,977)

-1.47%

3.09%

6,838,059

3.03%

5,879,687

2.95%

3,552,720

1.93%

3,107,566

1.72%

trend of operating result (in thousands of euro)

operating result / production value (percentage)

16,185 16,000

15,936

14,899

14,000 12,595

12,000 10,000

4,000 2,000 0

2005

2006

2007

2008

5.73%

5,506

7.18%

6,000

7.49%

8,000 6.84%

The table shows that if on the one hand, the net result, both in absolute and percentage terms is the best of the five years, on the other hand the gross operating profit (GOP) appears to be falling in respect of the trend of the last three financial years.

The fall in GOP was widely expected as regards the budget and it reflects the strong concentration of the markets in which the Cooperative operates.

The procurement of services in recent years has been assigned with increasingly lower implementation values, despite there being an increase in the cost of staff and raw materials.

In each sector of activity there is no longer the so-called ‘fat’ contracts, but contracts in which extensive experience and organisation is required in order to turn a profit.

The narrower profit margins, which in coming years, with the new contracts will produce even more visible effects, has been off-set by the low incidence of

3.04%

report on operation

2

2009

financial charges. Net financial management actually had an affect on the production value under 0.5%; it never fell like this in the past five years.

Without doubt the low level of the cost of money and the low average indebtedness have both had a positive influence on this index. More information on the financial structure of the Cooperative will be dealt with in the appropriate chapter. We shall now proceed to analyse the indicators and productivity of operations, stressing that the percentages represent marginality compared with the final operating result calculated for the company.

contribution from the areas/sectors to forming the production value 9.93% 15.07% 14.19% 10.54% 6.87% 4.74% 7.65% 3.25% 8.43% 0.01% 4.81% 5.59% 3.09% 1.88% 1.08% 0.97% 0.00% 0.07% 1.83%

page 22

AREA 1: Concordia head offices-Emilia AREA 2: Rome -Sardinia-Tyrrhenian AREA 3: Milan-North-West AREA 4: Sant’Omero-Adriatic AREA 5: Fano-Umbria AREA 6: Campania-Calabria-Sicily AREA 7: Padova –North-East AREA 8: Tuscany AREA 9: Bologna AREA E1: Greece SECTOR N1: Odourants & Services SECTOR N2: Technological Assets Construction SECTOR N3: Distribution SECTOR N4: Information & Tech. Comm.

SECTOR N5: Intra-group Services SECTOR N6: Investments in company head offices SECTOR N7: Construction Technical Department Services

page 23 cash flow

net profit trend

(shown in thousands of Euro)

(shown in thousands of Euro)

70,000 60,000

30,000

50,000

25,000

40,000

20,000

30,000 12,974

20,000

13,615

15,000

19,237

10,000

10,891

10,000 0

17,106

2005

2006

2007

2008

0

2009

3,553

3,108

5,000

2005

2006

8,597

6,838

5,880

2007

2008

2009

(A.1.1.)

networks As specified in the chapter dedicated to describing the Group’s activities in the sector called “Networks”, it concerns the building and maintaining of methane gas and LPG distribution networks, aqueducts and sewer networks, electricity systems, fire-fighting, data networks and remote heating. The production made in the financial year totalled EUR 52.5 million and accounted for an increase compared with the previous financial year of EUR 3.6 million.

ANNUAL BALANCE STATEMENT

YEAR 2009

SECTOR OF ACTIVITY

AMOUNT

YEAR 2008 %

AMOUNT

NETWORK CONSTRUCTION AND MAINTENANCE

%

CONSTR. GAS WATER ELECTRIC NETWORKS

13,481,114

0.28

14,771,065

0.75

NETWORK MAINTENANCE

39,001,238

0.70

34,093,747

0.82

52,482,352

0.98

48,864,813

1.58

TOTAL NETWORK CONSTRUCTION AND MAINTENANCE

year 2009 value of production by regione 74,308,098

80,000,000

(Euro)

Basilicata 13,858

Trentino A. A. 1,049,016

Molise 1,260,848

2,576,243 Friuli Venezia G.

5,941,269

1,744,293 Calabria

Liguria

1,315,852

3,546,102 Sardegna

Umbria

2,443,240 Sicilia

14,409,388 Puglia

10,368,251

8,270,865 Piemonte

Abruzzo

8,851,000

9,858,454

Estero

Lombardia

Lazio

0

Emilia R.

10,000,000

Toscana

20,578,035 Veneto

20,000,000

19,375,906

30,000,000

Marche

40,000,000

19,304,208

50,000,000

Campania

60,000,000

33,531,038

39,344,739

70,000,000

report on operation

2

Some of the bigger contracts are maintenance contracts with A2A of Milan, CAP gestioni of Milan, the aqueduct in Apuglia, Aset of Pesaro, Acegas of Padova, the maintenance and emergence service in the Municipality of Bologna through Hera S.p.A. and the construction of the gas distribution network in Ischia.

(A.1.2.)

energy

The area of activity from the “Energy” sector includes a series of specialisations that range from the Energy Service and Global Service, to Public Lighting, the supply, management and maintenance of Cogeneration plants and biogas plant, in addition to the construction and management of photovoltaic plants.

During 2009 this area has experienced a season of major development, predominantly due to the incentives being enjoyed from investing in renewable energies, especially in regard to photovoltaic plants.

ANNUAL BALANCE STATEMENT

YEAR 2009

SECTOR OF ACTIVITY

AMOUNT

ENERGY

%

CONSTR. ENERGY HEATING PLANTS HEAT MANAGEMENT AND GLOBAL SERVICE PUBLIC LIGHTING COGENERATION AND RENEWABLE ENERGY SOURCES TOTAL ENERGY

YEAR 2008 AMOUNT

%

23,890,433

0.66

12,882,034

0.52

111,295,727

9.14

96,395,586

11.14

4,954,945

0.23

4,457,866

0.25

31,494,087

0.35

9,285,766

0.79

171,635,192

10.38

123,021,252

12.70

The main contracts carried out in 2009 regard the construction of the remote heating plant of Enia in Parma, heat management in the Province of Modena, heat management of residential buildings Ater in Rome and the Municipality of Rome, the construction of the remote heating plant A2A in Milan, heat management of hospitals in the Liguria region and the trigeneration plant for Telecom.

(A.1.3.)

gas

For operations the sector is divided into two sub-sectors: Technological and odorising plants Distribution The “Technological and Odorising Plants” sector including all plants, services, including odorising, and additional technologies to the distribution and sale of gas.

The “Distribution” sector includes the sole activity of distribution as regulated by Legislative Decree164/2000 known as the “Letta Decree”.

ANNUAL BALANCE STATEMENT

YEAR 2009

SECTOR OF ACTIVITY TECHNOLOGICAL AND ODORANT PLANTS

AMOUNT

YEAR 2008 %

AMOUNT

%

ODORANT AND SERVICES

13,359,747

1.78

12,628,202

1.92

CONSTRUCTION TECHNOLOGICAL PLANTS

15,648,037

1.35

17,525,219

1.21

29,007,784

3.12

30,153,421

3.13

TOT. TECHNOLOGICAL AND ODOR. PLANTS

As regards the construction of technological plants it needs to be stressed that the process of globalisation has already begun here. More than 50% of production was carried out for abroad through the supply and assembly of Skid in Spain for Enel Espana, in Algeria for Cameg and Sonelgaz and in France for EDF.

page 24

page 25 As regards the odorising service, the cooperative is currently one of the main players on the Italian market.

The “Distribution” sector includes the sole activity of distribution as regulated by Legislative Decree164/2000 known as the “Letta Decree”.

ANNUAL BALANCE STATEMENT

YEAR 2009

SECTOR OF ACTIVITY DISTRIBUTION NETWORK MANAGEMENT

AMOUNT

YEAR 2008 %

AMOUNT

%

CONCESSIONS MANAGEMENT

6,652,803

0.98

8,063,459

1.62

CAPITALISATIONS

3,461,576

0.00

6,082,813

0.00

10,114,379

0.98

14,146,272

1.62

TOTAL DISTRIBUTION

The distribution sector operated in the cooperative up to the month of July 2009. With effect from August 2009 all the licenses managed by the cooperative, apart from that of San Giuseppe Vesuviano, were transferred to the subsidiary CPL Distribuzione. It concerns, in detail, the licenses relating Basins Campania 25, Campania 30, Calabria 20 Sicily 12, 17 and 35.

(A.1.4.)

information & communications technology The sector offers ERP, Web service, software billing and CMS solutions. The sector also offers call and contact centre services, home automation, video surveillance, access control, remote control facilities and telemetry counters.

In the financial year 2009, while increasing their level of turnover the sector’s marginality remained unaltered.

ANNUAL BALANCE STATEMENT SECTOR OF ACTIVITY

YEAR 2009 AMOUNT

YEAR 2008 %

AMOUNT

INFORMATION & COMMUNICATIONS TECHNOLOGY INFORMATION TECHNOLOGY TOTAL I.T.

%

5,229,410

0.24

4,464,697

0.24

5,229,410

0.24

4,464,697

0.24

The sector offers a series of advisory and billing services and call centres to many municipal utilities operating in Italy.

report on operation

2

(A.2.)

analysis of assets and liabilities After analysing the parent company’s profit and loss account we will move on to dealing with the Balance Sheet, in comparison with the four previous financial years, according to the logic of the liquidity of items.

CPL CONCORDIA Cooperative Company: Balance sheets reclassified with the entries liquidity method (expressed in Euro) Balance Data ASSETS

31 Dec 2009

Short-term assets

Liquid assets

31 Dec 2007

31 Dec 2006

31 Dec 2005

34,311,437

23,873,723

9,820,928

11,127,629

5,046,492

Trade investments other than fixed assets

20,000

0

115,797

0

0

Receivables from customers and others

154,648,544

124,864,129

113,401,341

114,793,337

109,284,631

Inventories

36,365,119

29,810,535

21,612,224

19,608,968

21,519,647

Due from shareholders for outstanding payments

1,396,075

1,244,475

1,258,137

1,210,554

1,246,406

Accrued income and prepaid expenses

5,004,585

6,059,085

4,951,759

4,968,267

4,909,661

Total short-term assets

Fixed assets

231,745,760

185,851,947

151,160,185

151,708,755

142,006,836

Intangible assets

19,569,363

13,493,300

13,498,336

11,408,796

12,243,148

Tangible assets

15,445,124

51,850,543

47,827,824

42,099,293

36,715,963

Financial assets

72,196,722

65,369,052

53,307,242

55,983,102

62,679,434

Total fixed assets

TOTAL ASSETS

MEMORANDUM ACCOUNTS

107,211,209

Short-term liabilities

Payables to banks

130,712,895

338,956,968

114,633,402

316,564,842

182,130,348

LIABILITIES

265,793,587

180,665,326

31 Dec 2009

261,199,946

253,645,380

177,431,671

31 Dec 2007

111,638,544

171,468,227

31 Dec 2008

109,491,190

184,742,912

31 Dec 2006

31 Dec 2005

662,990

2,120,239

1,880,749

49,577

2,180,734

Current quota Passive loans

6,668,843

12,415,721

8,925,450

10,652,228

7,464,650

Payables to other lenders

5,654,737

4,258,627

3,224,800

2,545,157

2,331,665

Financial payables to subsidiaries and associated companies

8,800,000

0

246,000

10,914,000

10,650,000

Advances

5,596,163

10,232,521

14,177,189

12,389,313

12,218,806

Payables to suppliers

133,231,097

111,333,871

84,072,192

63,749,194

55,066,894

Payables represented by securities

0

0

0

0

0

Payables to subsidiaries

14,467,384

2,501,232

2,568,636

4,306,318

4,927,300

Payables to associated companies

234,140

134,574

99,023

90,904

503,126

Tax payables

5,716,393

5,428,011

3,868,897

6,817,606

3,474,793

Payables to welfare and social security institutes

2,994,414

2,725,195

2,235,968

1,425,301

1,321,314

Other short-term payables

7,588,000

9,657,060

4,381,088

3,965,238

6,213,651

Accrued liabilities and deferred earnings

845,436

405,533

291,387

340,704

507,784

192,459,597

161,212,583

125,971,378

117,245,540

106,860,718

Total short-term liabilities

page 26

31 Dec 2008

page 27 Balance Data LIABILITIES Medium-long term liabilities

31 Dec 2009

Bonds

Payables to banks

Payables to other lenders

Payables to suppliers

Payables represented by securities

Employees’ severance indemnity fund

Fund for pensions and similar obligations

Other funds

Total medium-long term liabilities

Shareholders’ Equity

Share Capital

Revaluation reserve

Legal reserve

Exchange Rate Fluctuation Fund

Statutory reserves

Reserve for exchange rate fluctuations

Merger surplus

31 Dec 2008

31 Dec 2007

31 Dec 2006

31 Dec 2005

0

0

0

0

0

26,672,186

46,168,351

36,348,586

45,273,309

50,097,220

0

0

0

0

0

2,607,790

2,046,773

1,801,315

1,701,134

2,255,596

0

0

0

0

0

5,336,207

5,721,027

6,101,664

6,507,062

5,832,038

21,526

21,526

21,526

21,526

21,526

2,393,369

1,617,395

1,335,537

1,839,090

2,836,404

37,031,078

55,575,072

45,608,627

55,342,121

61,042,784

15,938,753

13,558,953

13,706,084

12,952,749

12,702,218

656,679

656,679

656,679

656,679

656,679

82,158,320

77,140,319

72,387,954

69,866,959

67,692,238

531,892

0

0

0

0

78,184

78,184

78,184

78,184

78,184

0

0

0

0

0

235,597

235,597

235,597

235,597

235,597

Capital contribution reserve lex 784/80

1,269,396

1,269,396

1,269,396

1,269,396

1,269,396

Profit /loss for year

8,597,472

6,838,059

5,879,687

3,552,720

3,107,566

Total Shareholder’s Equity

Total LIABILITIES

MEMORANDUM ACCOUNTS

109,466,293

99,777,187

338,956,968

316,564,842

182,130,348

94,213,582

265,793,587

180,665,326

88,612,285

261,199,946

171,468,227

85,741,878

253,645,380

177,431,671

184,742,912

The following considerations emerge from the statement above: Increase in current assets due to increased stocks and receivables from customers. The increase in receivables from customers is linked to the delayed payments of public administrations and foreign customers, in addition to the general increase in turnover. There are no risks of write-offs for these receivables, even if the maturity obviously has increased at the same time.

Fall in fixed assets, mainly due to the sale of company branches concerned with gas distribution networks to CPL Distribuzione.

Increase of trade payables due to the general increase in the purchasing costs for goods and services, resulting in increased turnover.

Fall in long-term financial payables due to the transfer of loans taken out to deal with UniCredit and Interbanca to CPL Distribuzione, within company branches.

Increase in equity due to capitalisation with a reserve of 2008 profit and 2009 profits.

report on operation

2

(A.3.)

financial statement indices Financial statement indices that arose for the parent company are summarised in the table below: CPL CONCORDIA Cooperative Company: Main financial statement ratios ECONOMIC ANALYSIS

Rectified Data

Â

31 Dec 2009

31 Dec 2008

31 Dec 2007

31 Dec 2006

31 Dec 2005

R.O.E. (Return on Equity)

8.52%

7.36%

6.66%

4.18%

3.76%

R.O.I. (Return on Investment)

4.70%

5.11%

5.61%

4.82%

2.17%

MOI Ratio/Value of production

9.00%

10.60%

11.12%

10.86%

6.86%

46.05%

57.75%

60.54%

71.79%

43.56%

Net Financial Burden Incidence on P.V.

0.44%

1.16%

1.22%

1.50%

1.93%

Net Financial Burden Incidence on R.O.

7.74%

16.20%

16.33%

21.94%

63.33%

Burdens incidence and extra management proceeds

CPL CONCORDIA Cooperative Company: Main financial statement ratios FINANCIAL AND NET WORTH ANALYSIS

Balance Data 31 Dec 2009

Â

31 Dec 2007

31 Dec 2006

31 Dec 2005

Liquidity ratio

1.20

1.15

1.20

1.29

1.33

leverage (leverage effect)

3.36

3.41

3.01

3.07

3.07

Interest-paying Debt Ratio

0.14

0.44

0.46

0.69

0.82

Elasticity ratio

2.16

1.42

1.32

1.39

1.27

EBITDA/DEBT

176.93

58.15

54.25

34.29

18.34

DEBT/EBITDA

0.57

1.72

1.84

2.92

5.45

DEBT

14,147,320

41,089,215

40,804,657

58,306,642

67,677,778

EBITDA

25,030,994

23,892,457

22,137,024

19,991,638

12,414,895

(Operating Income/Net Capital Employed) in percentage

(Operating Income/Equity capital) in percentage

2005

2006

7.36%

5.00 %

6.66%

2.00 %

7.50 %

4.18%

2.17%

3.00 %

3.76%

10.00 %

4.00 %

2007

2008

2.50 %

1.00 % 0.00 %

12.50%

8.52%

15.00% 4.70%

4.82%

5.00 %

5.11%

R.O.E.

5.61%

R.O.I.

6.00 %

page 28

31 Dec 2008

2005

2006

2007

2008

2009

0.00%

2009

page 29 leverage

financial debt/own capital

(Invested Capital/Equity Capital)

(financial debt / equity capital)

1.00

0.20 2007

2008

0.00

2009

2006

2007

2008

0.14

0.40

2006

0.44

2.00

2005

0.46

0.60

2005

0.80

3.00

0.00

0.69

3.36

4.00

3.41

1.00 3.01

5.00 3.07

1.20

3.07

6.00

0.82

7.00

2009

The afore-mentioned economic indices focus mainly on the DEBT/EBITDA report, which was extremely low at 31/12/2009.

It is clear that this index is particularly affected by the state of liquidity in which the cooperative was in at the end of the financial year. This state of good liquidity is attributed to the sale of CPL Distribuzione which occurred at the end of December. Liquidity which has been reinvested in 2010.

(A.4.)

reports with the companies in the Group

The asset and liability and financial reports are summarised in the tables below, as well as the parent company’s financial report including subsidiaries and associated companies.

Credits/Debts toward Controlled Companies COMPANIES AI POWER S.p.A.

TRADING SECURITIES CREDITS CURRENT ASSET CREDITS 0

SHORT TERM DEBTS FINANCIAL DEBTS

629,795

374,221

0

COOPGAS S.r.l.

1,315,000

461,447

6,336,377

0

CPL DISTRIBUZIONE S.r.l.

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 CONCORDIA S.p.A. ERRE.GAS S.r.l.

3,305,000

2,164,712

0

0

0

171,688

17,411

0

170,000

165,733

329,795

0

0

0

0

0

0

269,624

42,900

0

3,600,000

754,010

735,796

0

2,250,000

209,353

69,901

0

FONTENERGIA 4 S.r.l.

0

182,700

656,250

0

FONTENERGIA 6 S.r.l.

0

23,629

1,316,250

0

FONTENERGIA 7 S.r.l.

0

638,787

330,000

0

FONTENERGIA 11 S.r.l.

0

21,892

262,500

0

FONTENERGIA 15 S.r.l.

20,000

141,515

183,750

0

FONTENERGIA 19 S.r.l.

0

257,327

3,825

0

FONTENERGIA 26 S.r.l.

0

283,005

446,250

0

FONTENERGIA 27 S.r.l.

0

222,504

484,500

0

FONTENERGIA 28 S.r.l.

20,000

219,001

236,250

0

report on operation

2

COMPANIES

TRADING SECURITIES CREDITS CURRENT ASSET CREDITS

FONTENERGIA 37 S.r.l.

GHIRLANDINA SPORT S.r.l.

815,530

262,500

0

57,000

365

0

0

0

172,068

8,834,178

0

65,000

902,712

0

0

1,070,000

65,027

286,462

0

0

0

5,625

0

0

3,589,830

1,681,046

0

450,000

991,410

347

0

0

252,633

0

0

Si.Gas S.r.l.

TRADENERGY S.r.l.

IMMobiliare DELLA CONCORDIA S.r.l.

ICHNUSA GAS S.r.l.

ISCHIA GAS S.r.l.

MARIGLIANO GAS S.r.l.

NUORO SERVIZI S.r.l.

PROGAS METANO S.r.l.

SHORT TERM DEBTS FINANCIAL DEBTS

0

65,000

26,125

0

0

SERIO ENERGIA S.r.l.

0

173,098

0

0

VIGNOLA ENERGIA S.r.l.

0

0

371,250

0

12,387,000

13,805,519

23,267,384

0

TOTALS

CPL Receivables/Payables to Associated companies COMPANIES

TRADING SECURITIES CREDITS CURRENT ASSET CREDITS

FONTENERGIA S.p.A.

4,219,250

FONTENERGIA 38 S.r.l.

SHORT TERM DEBTS FINANCIAL DEBTS

129,146

103,700

0,00

0

0

25,500

0,00

598,750

21,000

0

0,00

0

73,500

3,549

0,00

COMPAGRI S.p.A.

95,000

1,000

0

0,00

AGRIENERGIA Soc. Cons. a r.l.

13,642

233,902

0

0,00

COIMMGEST S.p.A.

0

664,500

1,593

0,00

ENERFIN S.r.l.

0

112,320

0

0,00

TECLAB S.r.l.

17,500

0

62,673

0,00

X DATANET S.r.l.

0

2,448

0

0,00

INTERENERGIA S.p.A.

0

14,971

37,125

0,00

IES SOLARE S.r.l.

0

10,000

0

0,00

PEGOGNAGA SERVIZI S.r.l.

0

14,295

0

0,00

4,944,142

1,277,082

234,140

0,00

SARDA FINANZIARIA S.r.l.

SARDA RETI COSTRUZIONI S.r.l.

TOTALS

CPL CONCORDIA Proceeds COMPANY AI POWER S.p.A.

SUPPLIES

267.827

INTEREST

TOTAL

413.489

0

681.316

COOPGAS S.r.l.

3.890.068

32

21.347

3.911.447

CPL DISTRIBUZIONE S.r.l.

CPL CONCORDIA FILIALA CLUJ ROMANIA S.r.l.

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

1.869.670

19.395

61.259

1.950.325

192.550

124.593

6.355

323.498

0

0

0

0

0

0

0

0

188.381

694

34.017

223.092

3.550.147

5.117

90.400

3.645.663

ERRE.GAS S.r.l.

238.585

435

56.197

295.216

FONTENERGIA 4 S.r.l.

323.706

0

0

323.706

FONTENERGIA 6 S.r.l.

219.582

0

0

219.582

CONCORDIA SERVICE MAGHREB S. a r.l.

CRISTOFORETTI SERVIZI ENERGIA S.r.l.

ENERGIA DELLA CONCORDIA S.p.A.

page 30

PROVISIONS

page 31 COMPANY

PROVISIONS

SUPPLIES

INTEREST

TOTAL

FONTENERGIA 7 S.r.l.

648,036

0

0

648,036

FONTENERGIA 11 S.r.l.

110,718

0

0

110,718

FONTENERGIA 15 S.r.l.

199,493

0

117

199,611

FONTENERGIA 19 S.r.l.

236,396

0

0

236,396

FONTENERGIA 26 S.r.l.

322,851

0

0

322,851

FONTENERGIA 27 S.r.l.

408,908

0

0

408,908

FONTENERGIA 28 S.r.l.

176,030

0

29

176,059

FONTENERGIA 37 S.r.l.

810,897

0

0

810,897

0

0

49

49

433,500

19,276

83,230

536,006

7,500

0

0

7,500

13,789

0

0

13,789

0

0

0

0

3,901,103

11,143

12,696

3,924,942

303,678

3,249

12,508

319,436

40,756

0

0

40,756

4,318

0

530

4,848

SERIO ENERGIA S.r.l.

204,748

0

0

204,748

VIGNOLA ENERGIA S.r.l.

185,436

0

0

185,436

18,748,674

597,423

378,734

19,724,831

414,786

12,747

88,941

516,474

5,000

0

0

5,000

15,000

0

0

15,000

1,000

0

0

1,000

53,643

0

0

53,643

GHIRLANDINA SPORT S.r.l.

Si.Gas S.r.l.

TRADENERGY S.r.l.

IMMobiliare DELLA CONCORDIA S.r.l.

ICHNUSA GAS S.r.l.

ISCHIA GAS S.r.l.

MARIGLIANO GAS S.r.l.

NUORO SERVIZI S.r.l.

PROGAS METANO S.r.l.

Total controlled Companies FONTENERGIA S.p.A. SARDA FINANZIARIA S.r.l.

SARDA RETI COSTRUZIONI S.r.l.

COMPAGRI S.p.A. AGRIENERGIA Soc. Cons. a r.l.

COIMMGEST S.p.A.

154,500

0

0

154,500

ENERFIN S.r.l.

0

0

0

0

TECLAB S.r.l.

4,844

5,298

0

10,142

X DATANET S.r.l.

12,040

0

0

12,040

INTERENERGIA S.p.A.

14,971

0

0

14,971

IES SOLARE S.r.l.

10,000

0

0

10,000

PEGOGNAGA SERVIZI S.r.l.

37,697

0

0

37,697

723,481

18,045

88,941

830,466

19,472,155

615,468

467,675

20,555,297

Total Connected Companies TOTALS

CPL CONCORDIA costs COMPANY

PROVISIONS

SUPPLIES

INTEREST

TOTAL

AI POWER S.p.A.

152,347

17,814

0

170,161

COOPGAS S.r.l.

157,568

6,944,140

9,982

7,111,690

78,511

0

0

78,511

2,579

0

0

2,579

0

0

0

0

CPL DISTRIBUZIONE S.r.l.

CPL CONCORDIA FILIALA CLUJ ROMANIA S.r.l.

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

report on operation

2

COMPANY CONCORDIA SERVICE MAGHREB S. a r.l.

SUPPLIES

INTEREST

TOTAL

0

0

0

0

106,000

0

0

106,000

0

0

0

0

14

1,601

0

1,615

FONTENERGIA 4 S.r.l.

0

0

0

0

FONTENERGIA 6 S.r.l.

0

0

0

0

FONTENERGIA 7 S.r.l.

0

0

0

0

FONTENERGIA 11 S.r.l.

0

0

0

0

FONTENERGIA 15 S.r.l.

0

0

0

0

FONTENERGIA 19 S.r.l.

0

0

0

0

FONTENERGIA 26 S.r.l.

0

0

0

0

FONTENERGIA 27 S.r.l.

0

0

0

0

FONTENERGIA 28 S.r.l.

0

0

0

0

FONTENERGIA 37 S.r.l.

0

0

0

0

GHIRLANDINA SPORT S.r.l.

0

0

0

0

Si.Gas S.r.l.

0

0

0

0

TRADENERGY S.r.l.

0

0

0

0

615,147

0

0

615,147

CRISTOFORETTI SERVIZI ENERGIA S.r.l.

ENERGIA DELLA CONCORDIA S.p.A. ERRE.GAS S.r.l.

IMMobiliare DELLA CONCORDIA S.r.l.

ICHNUSA GAS S.r.l.

0

0

0

0

62,811

0

0

62,811

MARIGLIANO GAS S.r.l.

0

0

0

0

NUORO SERVIZI S.r.l.

0

0

0

0

PROGAS METANO S.r.l.

0

0

0

0

SERIO ENERGIA S.r.l.

0

0

0

0

VIGNOLA ENERGIA S.r.l.

0

0

0

0

1,174,976

6,963,556

9,982

8,148,513

183,000

0

0

183,000

SARDA FINANZIARIA 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

1,963,463

0

0

1,963,463

ENERFIN S.r.l.

0

0

0

0

TECLAB S.r.l.

124,506

127,691

0

252,197

X DATANET S.r.l.

0

0

0

0

INTERENERGIA S.p.A.

0

0

0

0

IES SOLARE S.r.l.

0

0

0

0

PEGOGNAGA SERVIZI S.r.l.

0

0

0

0

Total Connected Companies

2,270,969

127,691

0

2,398,660

TOTALS

3,445,945

7,091,246

9,982

10,547,173

ISCHIA GAS S.r.l.

Total controlled Companies FONTENERGIA S.p.A.

COIMMGEST S.p.A.

page 32

PROVISIONS

page 33

(B) the group

In the last ten years we have witnessed the growth of the parent company and its subsidiaries and associates.

The Group now has an articulated structure formed from different companies, all, except real estate, operating in the complex sector of energy.

Group structure

CPL CONCORDIA Group

100%

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

70%

Fontenergia 4 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)

90%

Fontenergia 6 S.r.l. (IT)

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

100%

Fontenergia S.p.A. (IT)

49%

90%

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

55%

Fontenergia 7 S.r.l. (IT)

CoopGas S.r.l. (IT)

100%

Sarda Finanziaria S.r.l. (IT)

30%

100% 100%

Marigliano Gas S.r.l. (IT)

70%

Fontenergia 10 S.r.l. (IT)

Energia della Concordia S.p.A.

50%

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

70%

Fontenergia 11 S.r.l. (IT)

Serio Energia S.r.l. (IT)

70%

Fontenergia 15 S.r.l. (IT)

Nuoro Servizi S.r.l. (IT)

100% CPL Concordia Filiala Cluj

Romania S.r.l. (RO)

100%

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

40%

44%

Teclab S.r.l. (IT)

35%

Coimmgest S.p.A. (IT)

45%

70%

Progas Metano S.r.l. (IT)

51%

Fontenergia 19 S.r.l. (IT)

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

100%

Compagri S.p.A. (IT)

100%

Tradenergy S.r.l. (IT)

70%

Fontenergia 26 S.r.l. (IT)

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

100%

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

20%

Enerfin S.r.l.

34%

Fontenergia 27 S.r.l. (IT)

CPL Distribuzione S.r.l. (IT)

100%

X Datanet S.r.l. (IT)

30%

Vignola Energia S.r.l. (IT)

70%

Fontenergia 28 S.r.l. (IT)

Ghirlandina Sport S.r.l. (IT)

75%

Interenergia S.p.A. (IT)

45%

Ies Solare S.r.l. (IT)

25%

22.22%

60%

99%

22.50% 100%

SBM Energia S.r.l. (IT)

70%

Fontenergia 37 S.r.l. (IT)

100%

Euwatt Puglia S.r.l. (IT)

75%

Ichnusa Gas S.r.l. (IT)

Modena Football Club S.p.A.

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

2

description and trend of companies in the Group (B.1.)

subsidiaries COOPGAS S.r.l.: this is the Group’s methane gas sales company according to the provisions of Legislative Decree164/2000.

During the financial year the company has served more than 37,000 users, selling almost 24,000,000 cubic metres of gas.

Due to a sound policy on purchases of raw materials, the company has produced an operating profit of EUR 1,648,006, which far exceeded expectations.

The company’s equity was EUR 6.3 million against a share subscription value of EUR 2.5 million.

IMMOBILIARE DELLA CONCORDIA S.r.l.: During the financial year 2009 the company, as well as for the previous one, mainly managed two initiatives.

The first concerns the construction and sale of land and apartments in a lot called Borgoverde, a site in the Municipality of Carpi (MO), the second is the management of the hotel site in the town of San Possidonio. In recent years the company’s operational trend has been characterised by profit made from the initiative called Borgoverde, and huge losses produced by managing the hotel in San Possidonio. In 2009, in line with the expectations outlined in the forecast financial economic plans, also the initiative linked to the hotel, although not making an operating profit, is closer to breaking even. For these reasons,

pagina 34

after years of clear difficulty, the company has achieved a slight pre-tax profit which then due to IRAP [Regional Income tax] was converted into a loss for the year of EUR 15,251. The focus shifts to costs and the search for new areas to develop trade for the hotel, given recent results, the future outlook can be viewed with growing optimism.

Lastly, considering the implicit value of property, together with considerations of income, the directors of the parent company considered the loss in 2009 to be recoverable by means of future profit, not therefore considering it appropriate to provide for the devaluation of the subscription value of the holding in the Cooperative’s financial statements.

CRISTOFORETTI SERVIZI ENERGIA S.r.l.: The company, formed in April 1996, operating in the heat management sector in the Trentino Alto Adige region of Italy, is a considerable strength in the group’s strategic sector.

Over the years the company has expanded its radius of action by purchasing contracts in Veneto and in Friuli Venezia Giulia and since 2009 in Lombardy too.

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

The company, whose profit for the financial year totalled EUR 487,045 has always produced good income results and the value paid is believed to fully represent its future potential.

In fact, through the profit made in recent years that was wisely used to increase the company’s equity, has by now cancelled out the difference between the value of the holding and the corresponding percentage of

equity. The residual differential will be widely recovered from the expected profits for 2010.

ERRE.GAS S.r.l.: the company whose objective is the distribution of liquid propane gas in the municipalities of Sapri and Camerota (SA) has closed its own financial statements, after the losses incurred in previous years, with a profit of EUR 54,802.

The good result calculated for the financial year is as a result of the increase in active users, but mainly due to the lowering of interest rates which obviously impacted on the contraction of the financial costs. Users went form about 1,500 to 1,612 and as a result of a successful loyalty campaign; a good flow of connections was recorded even in the first few months of 2010.

If the process of creating loyalty remains constant and there are not significant interventions form the ECB on interest rates a positive result is also expected for 2010. It is recalled, moreover, that as regards the company’s prospects they are also related to the process of converting LPG plants to methane through the construction, by Snam Rete Gas, of connection points to the national network in an area near Sapri. Systems made by Erre.Gas S.r.l. have been designed to be converted from LPG distribution to that of methane gas without significant conversion costs. The much-desired transformation of the network from LPG to methane will give the company the chance to access funding for the capital account provided by Law 784/80.

It is clear that the feared arrival of contributions will be an incentive to relaunch the company both in economic and financial terms pushing it to produce far better results than the already excellent

page 35 result produced in the financial year in question.

For these reasons, the cooperative’s directors considered the differential between the subscription value of the holding and the corresponding percentage of equity to be recoverable through future profits.

MARIGLIANO GAS S.r.l.: the company was formed in 2002 and is a traditional company created to construct and subsequent management the gas license to the Municipality of Marigliano. Over the year the cooperative purchased the remaining share of 0.05% from E.On Mediterranea S.r.l., becoming a single shareholder company.

During the year the company arranged the expansion of the gas distribution network in the Municipality of Marigliano, carrying out the vectoring of methane gas to the sales company Coopgas S.r.l. and other sales companies. There were 6,716 active users on 31 December 2009, while vectored gas was 3,122,556 cubic metres.

The economic result for the financial year, due to the constant rise in users constantly improved. Total profit for the year 2009 totalled EUR 442,863, a result to be considered absolutely positive and higher than expected.

The introduction of Resolution AEEG 159/08 which redesigned the whole pricing system for the gas sector decisively influenced the increase in the company’s income. By providing the Authority with details of investments made, the company was able to assign prices correctly which were capable of reimbursing the investments sustained.

Moreover it is worth recalling that in the financial year 2006 the company took out a financing contract with the Banca Popolare dell’Emilia Romagna for EUR 5,000,000.00 that included payment agreements by shareholders for sums classified as “Reserve for future capital increases.” On the closing date of these financial statements the parent company received EUR 2.3 million incorporated by the company under an Equity heading.

In relation to the finance granted by the Banca Popolare dell’Emilia Romagna a bond has been set up on the shares of the company to the same credit institution to guarantee the contract for a maximum of EUR 5 million.

The company’s equity was EUR 3.9 million against a share subscription value of EUR 3.5 million.

Si.Gas in liquidation S.r.l.: The company, whose shares were bought in July 2006, operates the gas distribution network for the Basin Calabria 30, a basin

that includes a dozen municipal sites in the Province of Reggio Calabria where the largest is that of Villa San Giovanni, and another five municipality sites in the same province, but external to Basin Calabria 30, such as Polistena, Melicucco, San Giorgio Morgeto, Rosarno and Cinquefrondi.

In July 2009 the company sold the branches containing the afore-mentioned sales and the payables and receivables related to them to CPL Distribuzione S.r.l..

Upon selling their assets the company was stripped of their assets and on 16 November, before the Notary Silvio Vezzi of Modena, it was placed in voluntary liquidation. The liquidation procedure will likely end during the financial year 2010.

In the seven months of trading, the company made an operating profit for the year of EUR 351,335, serving more than 10,500 users with more than 6 million cubic meters of vectored gas.

Like all distribution companies even Sigas was activated to comply with the obligations arising from the introduction of Resolution AEEG 159/09 and the corrections and additions introduced by the subsequent Resolution 197/09. The company has acknowledged the effects of both resolutions, without there being any future risks in terms of adjustment of the pricing values to the company recognised with the national equalisation system.

By cashing in on the sale of the branch of the company significant liquidity was created within the company, which in part was given in the form of an advance on liquidation, in accordance with Article 2491 of the Civil Code, then by the power of reinstatement, to the cooperative, which in turn has entered this sum among debts to subsidiaries.

NUORO SERVIZI in liquidation S.r.l.: At the end of the 2006 financial year the company actually sold its business to the Consortium for the area of Industrial Development of Central Sardinia. In the first few months of 2007, with the planned redundancy of the 10 remaining units the business was finally shut down which in the financial statements for the year 2009 there was only one payable in respect of the consortium and amounts owed to social security institutions and a residue in respect of employees, in addition to funding obtained to advance large sums to employees who have not been transferred to the branch of the company, but who have joined the mobility procedures.

The end of the liquidation is clearly linked to the collection of the sale price of the branch of the company, which for the moment has not yet happened, as bound by the provision of a contribution

report on operation

2

page 36

by the Ministry of Economic Development, with the approval of the Sardinia Region, for a total of EUR 10,000,000. Clearly a part of this contribution would be of use to the ASI consortium to pay the sales price for the branch to Nuoro Servizi.

On 4/11/2008 draft law No. 441 was approved by the Chamber of Deputies where in Article 2 paragraph 10 the implementation of the programme agreement “signed on 26 July 2006 between the Ministry of Economic Development, the Region of Sardinia, the ASI consortium of Ottana and the company Nuoro Servizi S.r.l. to reorganise infrastructure and services in the crisis area of Ottana to the extent of EUR 7 million…” was scheduled.

Unfortunately the government has not converted this draft into law and the remittances due to the ASI consortium have not yet been released.

In 2009 various initiatives by the Sardinia Region took place aimed at recovering contributions already allocated in the state budget and earmarked by the region for ASI, but there have not been any perceivable results. The lack of results is also attributable to the replacement of the regional authorised assessor with the consequent search for different approaches aimed at recovering these sums. Currently, a new road is being explored with the new Regional Assessor for Productive Activities which can hopefully achieve the hoped for results in the course of 2010. Beyond the obvious difficulties encountered to date in the collection of the contributions in question it is believed that the sums entered as receivables by the company are liquid and payable and that the

collection of the sales price for the branch of the company of Nuoro Servizi will definitely occur. At this point, the only question remaining is the time of collection.

In the meantime the company has drawn a loss of 263,053 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.: the Greek company which performed the last yielding assets in the first months of the previous financial year. During 2009 the company closed all of the offices and outsourced administrative management. The company’s activities in 2009 were, therefore, concentrated on invoicing the calculated and certified works and in closing the works accounting. We remind you that the company’s only client is the CPL Greek branch. The valuations on the risks of collectability of said receivables, which amount to approximately 865 thousand Euro, were done within the CPL Greek branch. The initiatives for recovery of said receivables were entrusted to the Gakidis Legal Studio of Salonica, which brought a series of legal action aimed at collecting said sums. Finally, we remind you that besides the calculated works, reserves for non calculated works

were requested in the amount of 1.8 million Euro.

The company drew a loss in the 2009 financial year equal to 134,740 Euro due to general expenses and the capital loss calculated for the yielding of the equipment which is no longer usable in the Greek territory.

The administrators of the Cooperative have consequently arranged for the devaluation of the shares, adjusting them to the corresponding fraction of the net equity.

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 Romania, today has more than eleven thousand five hundred users with more than 16 million cubic metres of gas sold and 4.7 millsion of gas transported.

The company has registered an operational profit equal to 539,938 Euro in spite of drawing losses on exchange rates equal to 162,901 Euro. The Gross Operational margin reached 19.35% in 2009 and the debit/ebit ratio is 2.33.

All of the analysis data for 2009 is extremely positive and are also the fruit of a strong capitalisation of the company notwithstanding the country situation which in 2009 strongly felt the global financial crisis which above all struck the more fragile economies.

The net equity of the company reached 9 million Euro against a registered share value of 8.8 million Euro.

CONCORDIA SERVICE MAGHREB S. a r.l.: this Tunisian company was established in Tunisia on 18 December 2007

page 37 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 2009 financial year the company did not perform any significant activities. In fact, the annual movements are exclusively related to typical administrative activities of a company in the start up phase. The annual Balance statement shows a loss of 2,359 Euro which is deemed recoverable when activity begins.

With regard to this, it is pointed out that preliminary activities are underway to transform the company from off-shore to in-shore so that it may participate in the numerous tenders which are flooding the North African energy market.

SERIO ENERGIA S.r.l.: this company, established on 27 February 2003, was started to manage the heating plants for the Bolognini di Seriate (BG) hospital.

Although the Co-operative holds 40% of the company shares, it in fact controls the company as provided by the activity which it performs relative to the project which determined its establishment.

The period results show a profit of 324,368 Euro.

The net equity of the company reached 1.5 million Euro against a registered share value of 0.4 million Euro.

ISCHIA GAS S.r.l.: this company was formed on 01 April 2005 with a deed 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 72,218 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 Cooperative has made at the date of 31 December 2009 in the amount of 2,900,000.

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 meagre number of users, the three year plan shows an initial phase of economic financial difficulty.

For this reason the Co-operative administrators had set aside a Future risks and burdens fund in the previous financial year in the amount of 400,000 Euro, utilised in this financial year for the calculated loss equal to 72,218 Euro.

PROGAS METANO S.r.l.: this company was established on 23 April 2007 before Notary Silvio Vezzi of Modena who registered the deed with item No. 114585 assembly 17714. In the previous financial year, the Group leader yielded 30% of the shares to Natural gas at the nominal value. The company was started for the methanisation of the Island of Procida and, for the moment, has performed exclusively preliminary activities. The annual result, which was determined exclusively by the sustaining of general administrative expenses, drew a loss of 11,122 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 Cooperative 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 2009 financial year, the company managed contracts acquired directly or through the Group leader. The value of the production developed is around 700 thousand Euro, while the profit produced from the business is equal to 26,818 Euro.

Considering the great opportunities present in the Algerian market, a very interesting future development is expected.

CPL DISTRIBUZIONE S.r.l.: this company was established on 28 November 2008 with a deed stipulated before Notary Silvio Vezzi of Modena which he registered with item No. 117045, assembly 18486. The company shares are held entirely by the Co-operative. The company was established for the purpose of becoming the sole container which manages the methane gas distribution activity, as provided for by Article 14 of Legislative Decree 164/2000, and so it was.

In fact, in July 2009 the Group leader and Sigas proceeded with yielding the company branches

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containing the gas concessions, relative receivables and payables managed by them managed by CPL Distribuzione, starting from August 2009.

The assets of the company branch are made up of the following gas distribution concessions: Calabria Basin 30 Municipality of Campo Calabro Municipality of Polistena

Municipality of San Giorgio Morgeto Municipality of Cinquefrondi Municipality of Rosarno Municipality of Melicucco Campania Basin 30 Municipality of Cittanova Calabria Basin 20 Campania Basin 25 Sicily Basin 35 Sicily Basin 12 Sicily Basin 17

In the liabilities of the company the Unicredit and Interbank Mortgages are re-included for a combined amount of 35.6 million Euro. The price paid by CPL Distribuzione for the purchase of the company branch amounts to 16.6 million Euro.

In December 2009 the company became a player in an absolutely innovative operation, yielding the value only of the distribution networks to some leasing companies at 31 December 2008.

In turn, the leasing companies stipulated leasing contracts with a real estate management company called LCFC s.r.l. which, in turn, stipulated rental contracts for the networks with CPL Distribution. The networks yielded are the Campania Basin 25, Calabria 20, Sicily 35, Sicily 12 and Sicily 17. In January 2010 a Leaseback operation was realised with Unicredit Leasing

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S.p.a. with the Campania Basin 30 networks as the object. Under the profile of ordinary management, reaffirming that the company has performed its activity from the first of August 2009, the company has received the effects of the AEEG 159/08 resolution and the rectifications made to the subsequent resolution 197 dtd December 2009. The production value and the valuations on risks connected to the 197/08 resolution are correctly received in the balance statement. In fact, the company has positions on which the Authorities have requested the integration of the documentation. Therefore, the company has arranged, within the anticipated deadline of 31 March, to deliver all of the requested material. For the basins where it was not possible to recover the documentation the company has requested the application of the office tariff in order to avoid the application of a penalised tariff to the whole company. Therefore, the company has calculated the rectified income invoiced from the sums collected from the standardization, setting aside a sum of 250 thousand Euro in a risks fund for rectifications to the tariff system. The company has also allocated 79 thousand Euro in a risks fund as first financial year rate for counter substitution burdens by resolution 155/08.

This sum will be set aside until 31 Dec 2016. Having made these opportune preliminary remarks, the company closed this first balance sheet with a period profit of 207,143 Euro.

VIGNOLA ENERGIA S.r.l.: This company, established during 2009, of which the Co-operative holds 99% of the shares while the remaining 1% is held by the Consorzio Co-operative

Costruzioni of Bologna, was established to manage a District heating plant to be realised in the Municipality of Vignola (MO). For problems of a political nature, the current Municipal Administration of Vignola, after having closed the tender, has still not authorised the start of the works. For these reasons, the company balance today is comprised of general administrative expenses. The loss for the financial year is equal to 4,725 Euro.

FONTENERGIA 4 S.r.l.: During the financial year the company has operated solely to reach the corporate objective and, more specifically, for the design and realisation of the gas distribution network for Basin 4 including the Municipalities of Osilo, Porto Torres, Sennori, Sorso and Stintino in Sardinia.

The company is established as a “design company” in accordance to and for all intents and purposes pursuant to Art. 156 of Legislative Decree No. 163 dtd 12 April 2006.

The company remains outside of the Project Financing of the Ichnusa Holding.

The investments anticipated in this basin are equal to 17.8 million Euro of which 9 million Euro shall be assigned. The final loss of the company amounts to 5,990 Euro.

FONTENERGIA 6 S.r.l.: During the financial year the company has operated solely to reach the corporate objective and, more specifically, for the design and realisation of the gas distribution network for Basin 6 including the Municipalities of Alghero and Olmedo in Sardinia.

The company is established as a “design company” in accordance to and for all intents and purposes pursuant to Art. 156 of Legislative

page 39 Decree No. 163 dtd 12 April 2006. The investments anticipated in this basin are equal to 12.8 million Euro of which 7.4 million Euro shall be assigned. The company remains outside of the Project Financing of the Ichnusa Holding. The first balance sheet shall close on 31 December 2010.

GHIRLANDINA SPORT S.r.l.: this company, established during 2009, was started to manage the holdings in the Modena Calcio FC S.p.A. company.

The company, which the Co-operative controls with 75% of the shares, acquired from Immerfin S.p.a. in July 2009 the share packet of the football company Modena Calcio F.C. S.p.A. In the letter of intent and the agreements signed by the parties, it was established that the losses, payables and receivables matured up to the date of 30 June 2009 shall remain at the head of Immerfin S.p.A. As a result of these agreements, the losses of the Modena Calcio FC S.p.A. company, matured at 31 December 2009 and equal to 7,921,422 Euro is to be considered the responsibility of Ghirlandina Sport for the amount of 737,936 Euro.

Therefore, the company has done a write-down of this amount on its balance sheet, at the same time registering a risks fund equal to the amount deposited to cover losses on the Modena F.C. balance sheet.

The loss which emerges on the Ghirlandina Sport balance sheet is equal to 740,535 Euro, while the Net Equity is negative by 82,506 Euro. The Co-operative has provided for zeroing out the share, registering a risks fund for 61,880 Euro which corresponds to the amounts which it must make up in 2010. The economic effect suffered by the co-operative in terms of write-downs amounts to 570,005 Euro.

BACINI SARDEGNA During 2009 various companies were established with the purpose of managing the construction and distribution of gas in various Sardinian basins, the tenders of which were conducted in observance of the regional resolutions with the goal of the methanisation of Sardinia.

The Co-operative won 11 basins while another 2 awards were blocked by the commissions. Most of the basins were awarded to Temporary Association of Companies which the co-operative is part of, and the obligation to establish design companies which fall under the ownership of the concessions is anticipated.

The estimated investments in the basins in question is around 155.5 million Euro of which contributions in accordance with Law 784/90 are anticipated, made available by the Government of Sardinia for about

64.3 million Euro. Considering the significant financial and economic commitment of this activity, the Cooperative Administrators decided to develop the business under the form of Project Financing. The Project shall be designed around a Holding which will hold control of the operational companies.

Fontenergia 4 S.r.l. and Fontenergia 6 S.r.l. companies are excluded from the Project Financing.

The holding in question is the ICHNUSA S.r.l. company.

Again with regard to the significant financial effort necessary for the realisation of the works, the administrators are involving financial partners in the operation who are able to manage the structuring of the Project Financing and to follow the Co-operative throughout the operation. The corporate structure of the Project should come into its definitive set up by the end of 2010. The Gpl Concordia group, in any case, will hold less than 50% of the shares in the Ichnusa S.r.l.

Hodling. The single companies, already established and operational and which have already closed their first financial statements, are analysed below.

ICHNUSA GAS S.r.l.: the company, whose shares at the moment are held in the amount of 75% by the Co-operative and 25% by Intermedia Holding S.p.A., was established to become the Holding for the design companies which are head of the various basins in Sardinia acquired during the last few years.

The design companies, which we will analyse below, were established during 2009 and their activity refers exclusively to design. It is obvious that the economic account for the company in question, at least for the first two financial years, shall contain exclusively costs of general expenses relative to administrative management. With the structuring of the group, which will take place through the acquisition of the design company shares, the company shall have the financial management of the operation and its economic account shall be formed essentially by costs and proceeds of a financial nature. The company’s final loss for 2009, which amounts to 3,859 Euro, is to be considered a result of the start-up status of the company itself. It is also pointed out that on 26 January 2010 the company met in Extraordinary Assembly, transforming itself into a Public Limited Company and resolving an increase in Share Capital from the initial 10 thousand Euro to 20 million Euro, of which one million was undersigned on the date of the assembly. This operation was necessary to adjust the corporate structure of the Holding to the combined needs of the entire Sardinia Basins Project Financing.

The design companies are analysed below.

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FONTENERGIA 7 S.r.l.: During the financial year the company has operated solely to reach the corporate objective and, more specifically, for the design and realisation of the gas distribution network for Basin 7 including the Municipalities of Ittiri, Cargeghe, Muros, Ossi, Tissi, Usini, Uri and Putifigari. The municipal leader is the municipality of Ittiri.

The company is established as a “design company” in accordance to and for all intents and purposes pursuant to Art. 156 of Legislative Decree No. 163 dtd 12 April 2006.

The final loss of the company amounts to 6,382 Euro.

FONTENERGIA 11 S.r.l.: During the financial year the company has operated solely to reach the corporate objective and, more specifically, for the design and realisation of the gas distribution network for Basin 11 including the Municipalities of Posada, San Teodoro, Budoni, Lodè, Siniscola, Torpè.

The municipal leader is municipality of Posada. The company is established as a “design company” in accordance to and for all intents and purposes pursuant to Art. 156 of Legislative Decree No. 163 dtd 12 April 2006.

The final loss of the company amounts to 8,286 Euro.

FONTENERGIA 15 S.r.l.: During the financial year the company has operated solely to reach the corporate objective and, more specifically, for the design and realisation of the gas distribution network for Basin 15 including the Municipalities of Dorgali, Galtelli, Irgoli, Loculi, Onifai and Orosei. The municipal leader is municipality of Dorgali.

The company is established as a “design company” in accordance

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to and for all intents and purposes pursuant to Art. 156 of Legislative Decree No. 163 dtd 12 April 2006.

The final loss of the company amounts to 8,332 Euro.

FONTENERGIA 19 S.r.l.: During the financial year the company has operated solely to reach the corporate objective and, more specifically, for the design and realisation of the gas distribution network for Basin 19 including the Municipalities of Terralba, marrubiu, Mogoro, Palmas Arborea, san Nicolò d’Arcidano, Santa Giusta and Uras.

The final loss of the company amounts to 746 Euro.

FONTENERGIA 26 S.r.l.: During the financial year the company has operated solely to reach the corporate objective and, more specifically, for the design and realisation of the gas distribution network for Basin 26 including the Municipalities of Barrali, Gesico, Goni, Guamaggior, Pimentel, San Basilio, Selegas, Senorbi and Suelli. The company is established as a “design company” in accordance to and for all intents and purposes pursuant to Art. 156 of Legislative Decree No. 163 dtd 12 April 2006.

The final loss of the company amounts to 8,375 Euro.

FONTENERGIA 27 S.r.l.: During the financial year the company has operated solely to reach the corporate objective and, more specifically, for the design and realisation of the gas distribution network for Basin 27 including the Municipalities of Furtei, Guasila, Samassi, Samatzai, Sanluri, Segariu, Serramanna and Serrenti. The company is established as a “design company”

in accordance to and for all intents and purposes pursuant to Art. 156 of Legislative Decree No. 163 dtd 12 April 2006.

The final loss of the company amounts to 5,947 Euro.

FONTENERGIA 28 S.r.l.: During the financial year the company has operated solely to reach the corporate objective and, more specifically,for the design and realisation of the gas distribution network for Basin 28 including the Municipalities of Armungia, Ballao, Dolianova, Donori, San Nicolò Gerrei, Sant’Andrea Frius, Silius, Soleminis, Villasalto. The company is established as a “design company” in accordance to and for all intents and purposes pursuant to Art. 156 of Legislative Decree No. 163 dtd 12 April 2006.

The final loss of the company amounts to 8,401 Euro FONTENERGIA 37 S.r.l.: During the financial year the company has operated solely to reach the corporate objective and, more specifically, for the design and realisation of the gas distribution network for Basin 37 including the Municipalities of Monastir, Nuraminis, San Sperate, Ussana, e del Comune di Sestu.

The company is established as a “design company” in accordance to and for all intents and purposes pursuant to Art. 156 of Legislative Decree No. 163 dtd 12 April 2006.

The final loss of the company amounts to 8,200 Euro.

(B.2.)

connected companies FONTENERGIA S.p.A.: this company, which takes care of construction and management of gas distribution networks in

page 41 basin 22 or the Ogliastra basin, is controlled today by financial partners Cooperare S.p.A. for 48%, Sofinco S.p.A. for 3%, and the co-operative has 49% of the shares.

In the agreements and negotiations, the technical administrative management will be entrusted to Cpl, while Sofinco and Cooperare S.p.A. will jointly control the governing of the company.

On 24 April 2009, there was an increase in company share capital which raised it to 7 million Euro.

As for the characteristic management of the company, it is pointed out that the 2009 financial year was characterised by the yielding of the company branch which contained the supply contracts for tanks outside of the network to Sarda Reti Costruzioni S.r.l. This operation determined a devaluation at the head of the company of the value of the warehouse stock, consequential to the erroneous assessment performed in the previous financial years of the Gpl stock contained in its tanks. The economic effect of this devaluation is about 274 thousand Euro. The mild climate during the months of November and December, together with the negative effect produced by the devaluation of the gpl stock negatively influenced the result of the company’s final balance statement. It is reminded, finally, that residual sums of 3.7 million Euro in capital subsidies allocated by the Government of Sardinia against the investments made in the Ogliastra basin have still not been collected. By the end of the month of May 2010 the commissioning operations of the basin will be completed, delivering the commissioning report of the works to the Region, an act which is necessary to collect the part of the contribution which still needs to be liquidated.

In spite of the different negative conjectures which occurred during the financial year, the company has drawn a profit of 32,464 Euro.

PEGOGNAGA SERVIZI S.r.l.: the company was established in April 2005 to manage the cemeterial services of the Municipality of Pegognaga (MN). The Co-operative holds 50% of the shares, while the remaining 50% are held by Mazzola & Bignardi Servizi S.r.l. The result of the financial year shows a profit of 34,615 Euro, which should be considered absolutely satisfactory and in line with the expectations.

TECLAB S.r.l.: this company, of which the Cooperative 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. After the organisational restructuring which took place in 2007, the company began to produce the first good results, above all in relation to the current stagnation of the reference market. The period results show a profit of 20,426 Euro.

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% 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, Milan, Bologna, Fano, Padua and the new property on Via Grandi, 4345. 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.

Considering the current stall of the real estate market and the shrinking interest rates which effected leasing fees, stipulated at the time at a variable interest rate, the Co-operative has obtained the renegotiation for lowering the rental fees of the contracted property for 2010. For the same reasons the company has obtained a flat-rate reduction of rental fees for the properties in 2009 as well.

The combined reduction of the leasing frees and that conceded to the co-operative on the rental fees, the company showed a profit of 141,413.

COMPAGRI S.p.A.: On 9 April the Co-operative acquired 20% of the company as is shown by the deed stipulated with Dr. Umberto Tosi, Notary. The purpose of the company is the management of a compost waste system and the relative production and sale of electricity. With a deed 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-

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operative acquired another 2.22%.

The quota held today by the Cooperative is 22.22%. The company is managing a waste composting plant with aerobic technology.

Unfortunately, the results produced by the company in the last few financial years have been absolutely unsatisfactory. In order to allow the company to produce revenue, the administrators decided to bring a second plant with anaerobic technology along side the current aerobic plant. It is therefore necessary to make significant investments which the company is not able to sustain on its own. A project has been developed which calls for the conferment of the company assets at an assessed value to the controlled Compagri, Agrienergia soc. Consortile, transforming the latter into a Public Limited Company, bringing it on board as a financial partner able to sustain the scheduled investments. The project is in full execution phase.

In fact, on the second of March 2010 the Extraordinary Assembly of Agrienergia was held in which the increase of Share Capital was decided with conferment of the company branch represented by the aerobic composting plant for 2,400,000 Euro as well as the transformation of the consortium company into a Public Limited Company.

In Compagri, the conferment meant the registration of a capital loss which basically zeroed out the net equity of the company. For this reason the Co-operative entirely devalued the shareholding in Compagri. The economic effect of this devaluation is about 329,173 Euro.

In 2010 the company will yield the shares of Agrienergia to its shareholders and then it will be placed in voluntary liquidation.

AGRIENERGIA SOC. CONSORTILE a r.l.: On 9 April 2008 the Co-operative acquired 20% of the company paying the nominal value of 2,000 Euro.

Originally this was a consortium company which needed 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.

As was amply described in the previous point, during the 2010 financial year the company, by way of the Extraordinary Assembly on 2 March 2010 held before Umberto Tosi, Notary from Bologna who registered the deed with Item 27.804, assembly 11.748, brought its Share Capital from 10,000 Euro to 7,010,000 Euro with an increase of 7 million Euro. This increase was regularised with regard to 1,800,000 Euro through a monetary supply from the Agrienergia shareholders, with regard to 2,400,000 Euro through conferment in nature supplied by Compagri S.p.A. and with regard to 2,800,000 Euro through a monetary supply to be undersigned and deposited by the financing partner which is represented in this case by Cooperare S.p.A. From the 2010 financial year, the aerobic plant management activities and the construction activities and subsequent management of the new anaerobic plant will be performed at the head of Agrienergia S.p.A. The balance statement of the consortium company, truly insignificant, showed a loss of 3,262 Euro.

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 30% of the X DATANET S.r.l. shares is equal to 195 thousand Euro. The company develops and maintains software, integrating with the Co-operative’s sector called Information & Communication Technology.

The company closed the 2009 financial year with a net profit of 51,614 Euro, which should be considered perfectly in line with the expectations.

SARDA FINANZIARIA S.r.l.: this company, formed chiefly to manage the controlled Sarda Reti Costruzioni S.r.l., during 2009 was involved in various extraordinary corporate operations. First and foremost, it changed corporate structure in that, in March 2009 CPL acquired from Fontenergia, at a price of 604,000 Euro, 51% of the shares.

On 30 April 2009, the Co-operative 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 the same period, Sarda Finanziaria acquired the entirety of the shares of Sarda Reti Costruzioni.

On 17 December 2009, before Roberto Onano, Notary, of the notary District of Cagliari, the merger deed was prepared for incorporation between Safin S.r.l. and Sarda Reti Costruzioni S.r.l.

The merger became effective from the first of January 2010.

At 31 December 2009 the two companies drew up separate balance statements. As for the

page 43 company results, Sarda Reti not having dispensed dividends, and the latter being the sole asset of the company, Safin drew a loss of 25,591 Euro.

FONTENERGIA 38 S.r.l.: this company was established on 19 December 2009 before Gianmassimo Sechi, Notary, of the notary District of Cagliari who registered the deed with item No. 72191, assembly 25183. The company was established to manage, maintain and distribute gas in the Municipality of Cagliari. The company is established as a “design company� in accordance to and for all intents and purposes pursuant to Art. 156 of Legislative Decree No. 163 dtd 12 April 2006.

The company remains outside of the Project Financing of the Ichnusa Holding. The company was registered in 2010, therefore at 31 December 2009 no balance statement had been closed.

IES SOLARE S.r.l.: the co-operative acquired 25% of the company shares during the financial year at the price of 45,000 Euro. The company is concerned with design, installation and maintenance of photovoltaic plants, chiefly located in the Tuscan district. For the Co-operative this acquisition is explained by the need to break into the alternative energies market in the Tuscan district, a region which is generally reluctant to turn to non-local operators.

The company closed the 2009 financial year drawing a net profit of 128,370 Euro.

INTERENERGIA S.p.A.: this company, established in July 2009, comes from Intermedia Holding S.p.A. and CPL’s desire to develop together a series of opportunities connected to the alternative market energies, more specifically in the Photovoltaic sector. For months work has been done in various photovoltaic fields, both already realised and to be acquired. It is obvious that in this joint venture Intermedia plays its role as financing partner, while the Co-operative is the technical partner. During the 2009 financial year the sale of the Torano Nuovo (TE) plant was preliminarily solidified while other opportunities are being developed. The result of the closed balance statement at 31 December 2009 reflects the start-up phase of the company. In fact, the financial statements show a loss of 49,244 Euro.

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. SARDA RETI COSTRUZIONI S.r.l.: Due to the deeds stipulated on 30 April 2009, the company shares were entirely held by Sarda Finanziaria S.r.l. As previously written, effective from the first of January 2010 the company was merged with Sarda Finanziaria S.r.l. With regard to the management it is pointed out that for the first time in history, the company closed its balance statement in the black showing a profit of 2,171 Euro.

The company, based on the current contracts, aims at obtaining an excellent result in the next financial year. The company financial situation remains truly problematic, which would need further capitalization.

MODENA CALCIO F.C. S.p.A.: 22.5% of the company shares were acquired from Ghirlandina Sport S.r.l. to which reference is made for any further comment. The decision to enter into a minority share of the capital of Modena Calcio was assessed carefully by the Administrators of the Co-operative and with the awareness that this does not constitute a source of direct revenue, but a form of sponsorship and promotion of the image of CPL CONCORDIA both on a loca and national level.

With regard to the final result of the company, as cited in the chapter dedicated to Ghirlandina Sport, in the financial year a loss was drawn equal to 7,921,422 Euro due chiefly to the high cost of the engagement of a few players and the unequal redistribution of the television rights distributed by Lega Calcio which penalise the second division company in particular.

With the introduction of the Melandri law, already from the 2010 - 2011 season, there will be a more suitable redistribution of the contributions of the Lega in favour of the smaller structures. It is obvious that in order to pursue results in line with the expectations of the shareholders, a re-dimensioning of costs must take place.

ENERFIN in Liquidation S.r.l.: the shares of the company are held by Tradenergy S.r.l. for 60%, while the remaining 40% is held by Ghezzi Holding S.p.A. In spite of the corporate composition, Tradenergy does not have any dominating influence in that, since Enerfin is in a situation of extraordinary administration, the ordinary activity is limited to operations on shares, or operations of an extraordinary

report on operation

2

nature for which the majority of at least two thirds of capital is required. For this reason the company is commented among the connected companies.

(expressed in Euro)

31 Dec 2009

Proceeds from sales and performances

As noted in the introduction, over time the Consolidated Group balance statement has assumed a size of relevancy which is greater and greater. In the financial year in question, the Consolidated Balance Statement of the CPL Group significantly reflects the economic financial dynamics consequential to the development strategies planned in the last few year by the managing group of the Co-operative. In 2009 the first positive results of the fruits of the investments made in the past, aided also by the low interest rate and strength of the Euro over the Dollar in terms of purchase power of the gas, the price trend of which is connected to the cost of the crude.

In the statements which follow, the economic equity structure of the Consolidated balance statement and the relative indexes with a comparison of the trends of the four previous financial years.

85.90%

233,464,825

19,406

0.01%

576,641

4,218,113

1.33%

2,641,285

33,330,291

10.47%

22,465,251

7,320,507

2.30%

2,460,153

318,323,015

(113,228,853)

100.00%

-35.57%

261,608,155

(89,412,039)

(876,791)

-0.28%

(673,653)

(100,320,174)

-31.52%

(86,395,614)

(13,043,466)

-4.10%

(10,512,305)

(4,610,026)

-1.45%

(3,214,075)

VALUE ADDED

Cost of labour and relative expenses

86,243,706

(50,757,875)

27.09%

-15.95%

71,400,469

(45,503,326)

MOL

Amortisations material fixed assets

35,485,831

(5,372,843)

11.15%

-1.69%

25,897,143

(4,538,904)

Amortisations material intangible assets

(5,478,904)

-1.72%

(4,798,687)

Funds and devaluations

(3,231,300)

-1.02%

(1,604,081)

(14,083,047)

-4.42%

(10,941,672)

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

Costs for purchases Variation in inventory of prime materials Misc costs for services Expenses for use of third party property Various management expenses

Depreciation and devaluation EBIT

Interests and the other financial burden

21,402,784

(C.1.)

The Consolidated balance statement of the last five year period, reclassified according to the added value method is shown.

CPL CONCORDIA Cooperative Company: Earnings statements reclassified with the Value

page 44

6.72%

14,955,472

(3,544,259)

-1.11%

(5,359,997)

539,387

0.17%

555,815

(3,004,872)

-0.94%

(4,804,182)

18,397,913

59,546

5.78%

0.02%

10,151,290

61,928

Financial activity rectifications

(1,448,209)

-0.45%

583,754

Refunds to partners

(1,500,000)

-0.47%

(1,200,000)

709,155

0.22%

225,746

16,218,405

5.09%

9,822,717

(5,163,187)

-1.62%

(4,280,480)

11,055,217

3.47%

Other financial proceeds TOTAL FINANCIAL MANAGEMENT CURRENT RESULT

Proceeds from shares

Extraordinary management

economic analysis

31 Dec 2008

273,434,698

Change invent. fin. prod. semifin.

(c) consolidated balance statement

%

PRE-TAX RESULT Taxes on the financial year income NET RESULT

THIRD PARTY PROFIT (LOSS)

PROFIT (LOSS)

131,114

11,186,331

5,542,237

(79,118)

5,463,119

page 45

Balance Data %

31 Dec 2007

%

31 Dec 2005

%

204,373,523

88.51%

201,310,854

92.50%

226,056,566

93.48%

0.22%

1,078,802

0.47%

(2,569,631)

-1.18%

(10,187,122)

-4.21%

1.01%

1,360,421

0.59%

(2,135,696)

-0.98%

847,557

0.35%

8.59%

19,862,333

8.60%

17,294,210

7.95%

15,934,003

6.59%

0.94%

4,229,435

1.83%

3,728,427

1.71%

9,178,587

3.80%

100.00%

-34.18%

230,904,515

(82,776,468)

100.00%

-35.85%

217,628,163

(69,336,134)

100.00%

-31.86%

241,829,591

(91,571,513)

100.00%

-37.87%

-0.26%

(939,634)

-0.41%

(5,695,328)

-2.62%

1,080,564

0.45%

-33.02%

(72,815,190)

-31.53%

(72,614,398)

-33.37%

(83,655,008)

-34.59%

-4.02%

(8,257,076)

-3.58%

(9,818,513)

-4.51%

(10,481,809)

-4.33%

-1.23%

(2,492,213)

-1.08%

(2,700,807)

-1.24%

(3,490,490)

-1.44%

27.29%

-17.39%

63,623,934

(38,792,077)

27.55%

-16.80%

57,462,984

(36,456,477)

26.40%

-16.75%

53,711,334

(37,507,271)

22.21%

-15.51%

9.90%

-1.74%

24,831,857

(4,338,661)

10.75%

-1.88%

21,006,507

(3,660,616)

9.65%

-1.68%

16,204,064

(4,456,592)

6.70%

-1.84%

-1.83%

(4,665,535)

-2.02%

(4,583,865)

-2.11%

(4,322,471)

-1.79%

-0.61%

(1,206,669)

-0.52%

(1,907,161)

-0.88%

(1,858,729)

-0.77%

-4.18%

(10,210,865)

-4.42%

(10,151,642)

-4.66%

(10,637,792)

-4.40%

5.72%

14,620,993

6.33%

10,854,865

4.99%

5,566,272

2.30%

-2.05%

(4,844,780)

-2.10%

(4,198,1659

-1.93%

(5,543,328)

-2.29%

0.21%

655,073

0.28%

503,898

0.23%

362,905

0.15%

-1.84%

(4,189,707)

-1.81%

(3,694,267)

-1.70%

(5,180,424)

-2.14%

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%

0.22%

(431,123)

-0.19%

(664,559)

-0.31%

(1,410,864)

-0.58%

-0.46%

(1,100,000)

-0.48%

(750,000)

-0.34%

(500,000)

-0.21%

0.09%

2,118,327

0.92%

2,507,949

1.15%

3,139,422

1.30%

3.75%

11,070,127

4.79%

8,804,212

4.05%

9,331,999

3.86%

-1.64%

(4,404,553)

-1.91%

(5,585,887)

-2.57%

(3,640,956)

-1.51%

6,665,574

2.89%

3,218,325

1.48%

5,691,042

2.35%

2.12%

31 Dec 2006

89.24%

%

136,800

6,802,374

19,810

3,238,135

(47,293)

5,643,749

report on operation

2

From the aforementioned statement absolutely positive data comes out. For the first time in the long history of the Group the data of the Consolidated balance statement are better compared to those of the Group leader.

Beyond the final result, which shows a profit of 11.2 million Euro, it satisfies the Mol of 11.15% which represents the revenue index of the characteristic activity.

As in the case of the Group leader’s balance statement, in the Consolidated statement also the impact of the financial management is absolutely contained, which remains below 1.1%.

The areas of activity which are typical of the group leader contributed to the determination of these results, developed directly or through the group companies which, with Coopgas (group sales and trading company) complete the line of the “Gas” sector, besides the foreign companies, the group Real Estate and Ghirlandina Sport, for which a chapter was dedicated to the controlled companies.

The trends of the areas of activity are analysed as below.

(C.1.1.)

networks The activity was performed exclusively by the Group leader even for the group companies, therefore the values are those already commented.

CONSOLIDATED BALANCE STATEMENT

Year 2009

SECTOR OF ACTIVITY

AMOUNT

Year 2008 %

AMOUNT

NETWORK CONSTRUCTION AND MAINTENANCE

%

CONSTR. GAS WATER ELECTRIC NETWORKS

13,294,569

0.13

13,886,000

-0.62

NETWORK MAINTENANCE

39,001,238

0.62

34,093,747

0.71

52,295,807

0.74

47,979,747

0.09

TOTAL NETWORK CONSTRUCTION AND MAINTENANCE

(C.1.2.)

energy The contracts managed directly by controlled Serio Energia, Energia della Concordia and Cristoforetti are added to the main orders commented in the management of the group leader. Among these the management of the Francavilla Fondana waste disposal plant in Puglia is pointed out as well as the Bolognini hospital in Seriate (BG) and the Trentino Consip.

On the consolidated balance statement level the sector represents more than 55% of the value of the group production with an increase in turnover compared to the previous financial year of 46.1 million Euro.

CONSOLIDATED BALANCE STATEMENT

Year 2009

SECTOR OF ACTIVITY ENERGY CONSTR. ENERGY HEATING PLANTS HEAT MANAGEMENT AND GLOBAL SERVICE PUBLIC LIGHTING COGENERATION AND RENEWABLE ENERGY SOURCES TOTAL ENERGY

page 46

AMOUNT

Year 2008 %

AMOUNT

%

23,658,201

0.57

12,882,034

0.45

124,862,179

8.61

110,560,445

10.56

4,954,945

0.20

4,457,866

0.22

28,381,081

0.33

7,774,466

0.58

181,856,406

9.71

135,674,811

11.80

page 47 (C.1.3.)

gas

On a consolidated level, the sector of activity must be sub-divided into three sub-sectors: Technological and odorising plants Distribution Gas Trading and Sales

(C.1.3.1.)

technological and odorising plants This activity is performed exclusively by the structure of the group leader, therefore the values expressed in the consolidated balance statement are those of the group leader with the sole exception of intra-group orders, excluded here.

(C.1.3.2.)

distribution Distribution is the activity of natural gas transportation through the local gas pipeline network at medium 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. This 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 service, on the other hand, are regulated by the Consolidated Act approved with ARG/GAS 120/08 resolution.

The proceeds of the distribution companies are represented by the transport invoiced to the sales companies. Besides the Cluj Romania branch which operates on Romanian territory, with a normative standard different from the Italian one, almost all of the distribution companies in the group have the sales company Coopgas as their main customer.

(C.1.3.3.)

trading and sales The trading activity managed within the group allows the market to be approached with that know how necessary to acquire the prime material at the lowest possible price. The trading activity, according to the principles ratified by Legislative Decree 164/2000 can be done directly by the sales company but not by the distribution company. Within the group this activity is performed by Coopgas S.r.l.

The last phase of the pipeline is comprised of the sale of natural gas to the end customer, an activity performed by companies which operate, based on ministerial authorisation, in a structure of free competition.

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. With regard only to the consolidated companies, the users served in 2009 were 53,730 with an increase of 3,357 units subdivided as shown in the following statement: Users table to 31/12/2009 BASIN

2009

2008

CALABRIA 20

5,451

5,082

CALABRIA 30

1,809

1,437

PALMA E CAMASTRA

1,500

1,409

CAMPANIA 25

8,355

8,035

CAMPANIA 30

8,333

7,960

MARIGLIANO

6,225

6,265

2

1

ST. GIUSEPPE VESUVIANO

2,194

2,035

SICILY 12

1,186

1,100

SICILY 17

4,329

3,943

6

0

20

0

1,612

1,562

CLUJ BASIN

12,708

11,544

Total users

53,730

50,373

CITTANOVA

POLISTENA ISCHIA SAPRI AND CAMEROTA

report on operation

2

If the users of the connected Fontenergia S.p.A. are also considered, the Group, during 2009, served more than 60 thousand users.

With regard to the cubic metres of gas, both methane and gpl, sold by the group in the 2009 financial year, 57.7 million cm was reached, as shown in the following statement: Sold gas cubic metres BASIN

M3 SOLD 2009

M3 SOLD 2008

CALABRIA 20

2,566,196

2,355,559

CALABRIA 30

914,876

634,355

PALMA E CAMASTRA

861,037

769,441

CAMPANIA 25

6,203,947

6,503,464

CAMPANIA 30

5,322,754

5,406,613

MARIGLIANO

2,921,618

2,841,969

15,213

13,437

1,579,216

1,138,205

SICILY 12

636,547

528,953

SICILY 17

2,941,573

2,574,862

Province of ALESSANDRIA

3,222,058

2,770,767

5,692

0

12,600

0

821

0

359,043

319,257

16,974,065

16,341,702

44,537,256

42,198,584

ENERGY SUPPLY SERVICES

13,168,545

0

Comprehensive Total

57,705,801

42,198,584

CITTANOVA ST. GIUSEPPE VESUVIANO

CAPRINO VERONESE POLISTENA ISCHIA SAPRI AND CAMEROTA CLUJ BASIN Cubic meters sold in concessions

The item supply for energy services has to do with the supply of methane gas which the group sustained to power the heat management plants under contract. The internal acquisitions of gas in 2009 amount to 40.3 million cubic metres. in integration of the main supply of about 12.8 million cm dispensed by Spigas S.r.l., the company concluded other secondary supply contracts: with medoil Gas ex Intergas Pi첫 S.r.l. for about 8,5 million cm, BP Italia S.p.A. for about 4.8 million cm, Hera trading S.p.A. for about 7.4 million cm, Gas Release for about 3 million cm and Sonatrach Italia S.p.A. for about 8.4 million cm.

page 48

(C.1.4.)

Information & communications technology This sector is developed exclusively within the group leader, therefore the values, the orders and the contents are the same as were commented in the chapter dedicated to the financial statement.

page 49 (C.2.)

analysis of assets and liabilities The assets according to the entries liquidity method of the last five year period are provided.

CPL CONCORDIA Cooperative Company: Balance sheets reclassified with the entries liquidity method (expressed in Euro) BALANCE DATA ASSETS Short-term assets

31 Dec 2009

31 Dec 2008

Liquid assets

31 Dec 2007

31 Dec 2006

31 Dec 2005

44,382,965

25,450,671

11,766,914

13,617,415

7,534,571

Trade investments other than fixed assets

20,084

84

115,881

84

0

Receivables from customers and others

176,503,149

148,416,906

130,329,690

130,870,797

127,978,596

36,997,411

32,925,820

28,788,701

26,140,017

36,745,161

Due from shareholders for outstanding payments

1,865,121

1,307,851

1,261,737

1,250,904

1,250,006

Accrued income and prepaid expenses

5,781,392

6,328,906

6,475,179

6,635,666

8,517,982

Inventories

Total short-term assets

Fixed assets

265,550,122

214,430,237

178,738,102

178,514,883

182,026,316

Intangible assets

23,383,972

16,518,794

16,340,101

13,351,631

14,084,073

Tangible assets

100,354,860

110,904,449

93,061,164

80,844,348

62,550,349

Financial assets

23,987,705

18,805,022

17,881,743

17,174,232

18,339,281

Total fixed assets

147,726,538

146,228,266

127,283,008

111,370,210

94,973,703

TOTAL ASSETS

413,276,660

360,658,502

306,021,110

289,885,093

277,000,018

LIABILITIES Short-term liabilities

31 Dec 2009

31 Dec 2008

Payables to banks

31 Dec 2007

31 Dec 2006

31 Dec 2005

24,222,993

23,111,934

17,492,340

15,092,838

19,708,552

Payables to shareholders and other lenders

9,972,513

8,626,554

6,154,891

4,950,419

4,264,103

Advances

5,978,711

10,542,116

14,881,644

12,878,459

15,426,293

145,301,471

122,129,652

92,894,949

74,125,417

71,148,370

0

0

0

0

0

2,215,200

0

0

0

0

419,162

134,574

332,760

303,761

885,376

11,417,379

7,273,227

4,579,699

7,935,892

4,244,144

4,450,611

4,166,163

3,653,343

3,033,287

1,707,985

12,665,648

11,375,041

5,809,331

7,500,789

7,303,347

955,321

477,122

479,934

942,023

1,286,141

217,599,010

187,836,383

146,278,891

126,762,884

125,974,310

Payables to suppliers Payables represented by securities Payables to subsidiaries Payables to associated companies Tax payables Payables to welfare and social security institutes Other short-term payables Accrued liabilities and Deferred earnings Total short-term liabilities

Medium-long term liabilities Bonds

0

0

0

0

0

68,520,018

60,046,242

49,990,419

58,489,020

55,564,136

Payables to shareholders and other lenders

0

0

0

0

0

Advances

0

0

0

0

0

Payables to banks

report on operation

2

BALANCE DATA LIABILITIES

31 Dec 2009

Payables to suppliers

31 Dec 2008

31 Dec 2007

31 Dec 2006

31 Dec 2005

2,607,790

2,053,233

1,801,315

1,701,134

2,255,596

Payables represented by securities

0

0

0

0

0

Tax payables

0

0

0

0

0

Other payables beyond the fiscal year

593,432

208,297

516,139

270,843

278,499

Employees’ severance indemnity fund

5,796,182

6,132,307

6,450,792

6,955,065

7,431,485

21,526

21,526

21,526

21,526

21,526

234,609

233,177

180,518

150,012

70,873

3,932,389

2,307,990

2,455,799

2,942,883

3,111,398

81,705,947

71,002,772

61,416,508

70,530,483

68,733,514

Fund for pensions and similar obligations Tax fund Other funds Total medium-long term liabilities

Shareholders’ Equity Share Capital

15,938,753

13,558,953

13,706,084

12,952,749

12,702,218

656,679

656,679

656,679

656,679

656,679

82,158,320

77,140,319

72,387,954

69,866,959

67,692,238

78,184

78,184

78,184

78,184

78,184

531,892

0

0

0

0

Capital contribution reserve lex 784/80

1,269,396

1,269,396

1,269,396

1,269,396

1,269,396

Consolidation reserves

1,726,778

3,096,761

2,256,942

2,565,595

(7,874,424)

235,597

235,597

235,597

235,597

235,597

(1,416,124)

(874,376)

(79,039)

483,057

(79,316)

0

0

0

0

0

11,186,331

5,463,119

6,802,374

3,238,135

5,643,749

112,365,807

100,624,633

97,314,172

91,346,351

80,324,322

1,605,897

1,194,714

1,011,540

1,245,375

1,967,873

413,276,660

360,658,502

306,021,110

289,885,093

277,000,018

Revaluation reserve Legal reserve Statutory reserves Reserve for own shares

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

Minority Interests Total LIABILITIES

The elements which characterise the structure of the Assets of the group can be analysed as follows: increase in short term activities due to the increase in liquidity and commercial receivables. The increase in commercial receivables is chiefly due to the lengthening of the collection times from the Public Administrations, which generated a contextual increase of the expiry. In spite of this factor, at the moment significant irrecoverableness is not expected other than those received in the receivable devaluation funds set aside as necessary.

The assets remain substantially unvaried due to the combined effect of the investments, which altogether amount to 40.2 million Euro, amortisations for 10.9 million Euro and cancellations, among which the sale of the gas distribution networks to leasing companies for 26.2 million Euro is pointed out.

Increase in mid to long term liabilities due to undersigning of new mortgages.

Increase of the Net Equity due to the Consolidate profit.

page 50

page 51 (C.3.)

indexes of the consolidated balance statement

The five year statement of the consolidated balance statements is produced below: CPL CONCORDIA Group: Main financial statement ratios ECONOMIC ANALYSIS

BALANCE DATA

31 Dec 2009

R.O.E. (Return on Equity) R.O.I. (Return on Investment)

31 Dec 2008

11.06%

5.74%

31 Dec 2007

31 Dec 2006

31 Dec 2005

7.52%

3.68%

7.56%

5.18%

4.15%

4.78%

3.74%

2.01%

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

11.15%

9.90%

10.75%

9.65%

6.70%

47.73%

63.47%

53.48%

70.17%

-1.39%

0.94%

1.84%

1.81%

1.70%

2.14%

Net Financial Burden Incidence on R.O.

14.04%

32.12%

28.66%

34.03%

93.07%

CPL CONCORDIA Group: Main financial statement ratios FINANCIAL AND NET WORTH ANALYSIS

BALANCE DATA

31 Dec 2009

31 Dec 2008

31 Dec 2007

31 Dec 2006

31 Dec 2005

Liquidity ratio

1.22

1.14

1.22

1.41

1.44

leverage (leverage effect)

4.08

3.79

3.38

3.29

3.71

Interest-paying Debt Ratio

0.58

0.70

0.68

0.74

0.96

Elasticity ratio

1.80

1.47

1.40

1.60

1.92

EBITDA/DEBT

60.83

39.04

40.14

32.36

22.50

DEBTI/EBITDA

1.64

2.56

2.49

3.09

4.44

DEBT

58,332,560

66,334,059

61,870,736

64,914,861

72,002,220

EBITDA

35,485,831

25,897,143

24,831,857

21,006,507

16,204,064

As already noted, the indexes of the 2009 Consolidated balance sheets are the best in the history of the Group and in general all are extremely positive.

The R.O.E., which measures the remunerativeness of the company’s own capital increased to 11.06% thanks to the excellent final result obtained, in spite of a significant estate.

The R.O.I., the index which measures the remuneration of the invested capital, reached 5.18%, a value which is deemed absolutely attractive.

The gross operative margins or EBITDA, has already been mentioned in the economic account comment.

Finally, the DEBT/EBITDA ratio is analysed, that is the ratio between the return of the characteristic activity compared to the total indebtedness toward the banking world and the partners.

The ratio reached in this financial year is 1.64, certainly a positive index, above all in relation to the investments which must be faces in the near future.

All further considerations on the financial dynamics are analysed in the next chapter.

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(D) financial situation As far the as the financial management of the Cooperative is concerned, we provide at first a brief analysis of the macroeconomic context of reference and will subsequently analyse the trend of the principal elements characteristic of the management during the financial year 2009.

(D.1.)

the economic context The economic and financial crisis which began during 2008 reached its peak during the year which just passed. In fact, 2009 goes down in history as the year in which there was a shrinkage of the global economy, for the first time since the second world war: the reduction expected for the gross national product is equal to 0.8%, after the same had already shown a growth of 3.0% the previous year.

The crisis produced its effects both in the advanced economies and in developing economies, obviously causing different impacts: while the first suffered negative variations of their gross national product, the latter showed only a slowing, although significant in growth. The governments of the more economically advanced Nations launched important fiscal stimulation programs and supported the financial system through the issue of special guarantees and injections of capital, destined to have relevant impacts on the increase of the public debt. The central banks adopted a particularly expansive monetary policy, applying ample cuts to interest rates and preparing

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non conventional measures of injection of liquidity and credit increases.

These operations began to produce results in the last part of 2009, helping the larger economies to pull out of the serious global recession and preparing the ground for a gradual return to a more contained global growth compared to what has characterised the previous economic cycle.

On a geographical area level, the United States registered a negative variation in the gross national product for 2009 of 2.4%, compared to a growth the previous year equal to 0.4%.

The negative impact, although important, was limited thanks to a concerted operation of balance policy and monetary policy which were extraordinarily expansive, as well as in the sense of extending the weakening of the dollar on the exchanges, even though it is recovering well today. The reduction of the economic activity was inevitably reflected on the work market, with an unemployment rate which rose to an average of 9.5% in 2009, up from 5.8% in 2008.

The low employment rate and the consequent drop in consumption generated an average inflation rate in 2009 of less than 0.3% with a minimum of less than 2.1% registered in the summer.

Japan, whose economy is chiefly sustained by exports, felt deeply the shrinkage of 11.9% of international business which took place in 2009. The serious international crisis brought the gross national product of the country to a decrease of 5.3% compared to a negative variation of 1.2% registered in 2008. The weak Japanese circumstance caused an average drop in inflation of 0.8% in the year which just passed. The

unemployment rate rose to an average of 5.1% in 2009, up from 4.4% in 2008, causing a gradual and slow improvement of the work market only in the last few months. China responded to the economical crisis with important plans of public intervention and in 2009 saw an important increase in its economy: the increase was 8.7% compared to 9.6% from the previous year. Among the other chief Asian economies, the Indian economy, although slowing, showed good integrity, thanks to expansive monetary and fiscal policies and to a growth model more oriented toward internal demand: 2009 should close with a gross national product of 5.6% compared to the 7.3% from the previous year, but the growth should go back above 7% as early as 2010.

In Europe 2009 was also characterised by a strong deterioration in economic activity, which brought the gross national product to a decrease of 3.9% after a modest growth of 0.6% in 2008.

The inflation rate in 2009 held at an average of about 0.3%, mainly due to the low level of internal consumption,after having touched even a negative peak of 0.7% over the year. In this scenario of crisis, the work market also suffered a worsening: the unemployment rate rose to an average of 9.4% in 2009, up from 7.5% in 2008. The economic shrinkage and the fiscal interventions brought the national public accounts to a consistent deterioration, determining a critical situation destined to stretch out even during 2010.

In the wake of the global situation of improvement encountered in the second half of 2009, the region gradually came out of the recession thanks to the positive contribution of exports and public spending, even though in the

page 53 presence of an almost stagnant private demand.

(Values in percentage) Â

Gross product 2008

2009e

Inflation (annual average) 2010f

2008

2009e

Unemployment (annual average)

2010 f

2008

2009e

2010 f

United States

0.4

-2.5

2.7

3.8

-0.3

3.0

5.8

9.5

10.2

Japan

-1.2

-5.3

1.7

1.4

-0.8

-0.3

4.4

5.2

5.3

Monetary European Union

0.6

-3.9

1.0

3.3

0.3

1.4

7.5

9.4

10.5

Italy

-1.0

-4.8

1.0

3.5

0.6

1.4

6.7

7.7

9.0

Germany

1.2

-4.8

1.5

2.8

0.2

1.4

7.3

7.5

8.3

France

0.3

-2.3

1.4

3.2

0.1

1.4

7.8

9.5

10.3

Spain

0.9

-3.6

-0.6

4.1

-0.3

0.9

11.4

18.2

20.0

Great Britain

0.5

-4.8

1.3

3.6

2.0

1.6

5.7

7.6

8.3

China

9.6

8.7

10.0

5.0

-2.7

2.7

n.d

n.d

n.d

India

7.3

5.6

7.7

6.8

3.6

5.9

n.d

n.d

n.d

Source: FMI for gross national product, Promethium for estimates and forecasts on inflation and unemployment e=estimate / f=forecast

The international trend and financial crisis did not spare Italy, whose gross national product is estimate to have shrunk by 5% in 2009 against a negative variation of 1.3% in 2008. In this scenario the work market suffered a decisive variation, with the unemployment rate rising to a 7.7% average in 2009, up from 6.7% in 2008.

Inflation rose again in the second half of 2009 with an annual average of around 0.6% and which causes an average variation of 3.5% compared to the previous year. In the second half of the year gone by, in tune with the other global economies, the national trend has slowly begun to expand thanks to an increase in the final internal demand, sustained by the economic policy measures and by the gradual normalisation of the financial markets.

(D.2.)

the currency and financial markets situation (D.2.1.)

public finance The information available on the Italian public accounts in 2009 show a worsening of the balances compared to the previous year, after in 2008 a significant deterioration was already registered.

As can be read in the “2010-2010 update note� of the Government stability Programme, the net indebtedness is expected to increase by 5.3% of the gross national product in 2009, after 2.7% in 2008. The

worsening of the public accounts is largely due to the shrinkage of revenue following the strong deterioration of the overall circumstances. In structural terms, that is, net of the one-time measures and correct for the cycle, the incidence of net indebtedness on the gross national product rose slightly to 3.6% in 2009 after 3.4% in 2008. It should nonetheless be pointed out that the increase in net indebtedness in Italy was less accented compared to the Euro area average. The stock of the public debt should be around 115% of the gross national product in 2009, up almost ten points compared to the data in 2008, equal to 105.8%.

For the current year, the public finance results should show slight improvement thanks to the anticipated moderate economic recovery: the indebtedness should to to 5.0% of the gross national product for 2010, to then show more consistent improvement in the years beginning from 2011.

(D.2.2.)

the financial and interest rate market The financial system crisis which already characterised 2008 and the real economic recession which followed caused their effects to be felt also during the first half of the year just passed. In fact, the market was characterised by a marked aversion to risk, fed by strong signals of difficulty coming from the real economy and amplified by the diffusion of company balance data relative to the last quarter of the previous year, decisively negative results

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everywhere. Beginning in the second quarter the extraordinary support interventions for the circumstances, both on the monetary front and on the fiscal front, put into place by the governments and the central banks, began to strongly unfold their positive effects. The good news which gradually began to follow on the macro-economic front, especially those coming from up-and-coming countries, contributed to spreading less aversion to risk among market operators, which produced positive effects on all of the chief stock markets.

During the last year, the global central banks maintained that extremely accommodating attitude already adopted during 2008 with the goal of aiding the stabilisation of the financial system and, at the same time, the recovery of the real economy.

The American Federal Reserve and the Bank of Japan confirmed the official rates on extremely contained levels. The Central European Bank and the Bank of England, initially more cautious in tweaking the rates, instead proceeded with the cuts even in the first months of 2009. The quantitative easing operations added to the interest rate manoeuvres: already introduced at the end of 2008, they went full force during the year just passed, allowing an enormous mass of new liquidity to be issued, which contributed to sustaining the financial markets. The stabilisation of the markets and the first signs of economic recovery convinced the authorities of monetary policies to tackle the problem of how to gradually reduce the extraordinary interventions and give way to an “exit strategy”: both the Federal Reserve and the Central European Bank announced manoeuvres

in this direction. Other countries in which the economic recovery appears already to have been strengthened, have already done manoeuvres on this front: Australia, for example, proceeded with raising the official interest rates while China put measures in place intended to keep the growth of the economy under control, limiting issue of new credit by the main local banks.

(D.2.3.)

the banking system and internal rates The deep crisis the world banking sector finds itself in, including the Italian banking system, dominated the last few months of 2008 and continued throughout 2009. The monetary authorities of the most important industrialised countries continued to practise a policy of low rates and guaranteed the liquidity introduced into the system in a considerable way in order to reduce the tensions on the interbank rates market.

Over the course of the year, and particularly during the summer and the first few months of autumn, the financial market stabilised and the heavy instability that had characterised the preceding months gradually waned. The success of the extraordinary measures implemented led the central banks to progressively slow any unconventional loan measures over the following months, implementing a proper “exit strategy”. The European Central Bank, in fact, announced the end of the extraordinary financial auctions and reduced the range of financial instruments accepted as loan collateral. It is also foreseeable that presumably towards the end of the current year we will observe a return to

the slow and gradual increase of official rates set by the monetary authorities, particularly if the recent comforting signs regarding the stabilisation of financial markets and economic growth are confirmed.

The deterioration of credit quality, particularly for companies, did continue, however, while signs of a decline in the loans to families portfolio intensified. The Italian banking system, in fact, appears to be heavily concentrated on commercial activity for retail clients and small and medium size businesses (SMBs). The real state of the economic crisis has been well portrayed by the most recent data released from the Bank of Italy which shows how the flow of new doubtful receivables (which take into account the debtor’s position with regards to the entire banking system and not just with regards to an individual intermediary) in relation to total loans, annualised and net of seasonal factors, has reached 2.2%, the highest value since 1998.

In 2009, debt collection from banks was sustained by the direct collection of deposits in current accounts and with predetermined duration, while the net flow of bonds grew by a rate which was less than the rate registered in the first few months of the year.

2009’s economic results from the larger institutions, taken from the data relating to the first nine months of the year and taking into account the first estimates for the final, still unpublished, annual data confirmed the forecast of a significant reduction in the interest margin, the consequence of a low level of rates, a reduced supply of credit and a reduction in credit intermediation spread. An improvement in financial market conditions sustained the margin of intermediation through higher

page 55 profits from trading and an increase in trading portfolios security values. The yearly average net commissions resulted as slightly reduced due to the decline relating to asset management (common funds and financial management). Against a substantial stabilisation in the management result, the decrease in profits registered by the banking system is predominantly due to the need to make large depreciations in the credit portfolio.

The financial and economic crisis has brought the monetary authorities to address the theme of how suitable the level of capitalisation is within the banking system. The theme of financial reinforcement has become one of the main objectives of many world bank industrial plans. During 2009 in Italy, the supply of capital increased following the minor distributions of dividends, the disposal of non-strategic assets and resorting to the collection of capital on the market and/or using financial instruments indicated under Law Decree N°185 (“Tremonti Bond”). Over the next few years, continuation is foreseen for preparatory activities aimed at reinforcing the financial status and searching for a better balance in asset and liability due dates. The review of the rules on regulatory capital is, in fact, the central theme of the documents published in December by the Basel Committee which, once adopted after the initial consultation phase, will introduce the newly announced regulations on the subject of prudential requirements (“Basel 3”). This important document stipulates that the new rules will apply from 2012, but banks will most likely tend towards making choices that adopt the new regulations straight away which, amongst other things, will require an increase of basic capital quality.

Particularly in the second half of the year, the enormous amount of liquidity present in the monetary market led to rates reaching historical lows, with a three-month EURIBOR which stood at around 0.70%, markedly lower than the reference rate from the European Central Bank which was set at 1% in May 2009. The bear market tendency spread throughout the entire bank rates structure, only reaching a certain stability during the last part of the year. With regards to the credit rates granted, in the last few months of 2009, the parameter of short-term loans to families and non-financial companies stood at approximately 4.30%. Regarding the rates applied to newly granted loans, on the other hand, the data on loans for the purchase of houses continued to remain under the average of the Euro area, at 2.90%, while consumer credit remained stable at a higher level than the average of the Euro area. On a short-term basis, the drop in loan rates resulted as being mostly in line with

the dip in current account deposits. However, towards the end of 2008, the average rate on the value of deposits from families and non-financial companies registered a reduction of approximately 1.3%, decisively less than the corresponding drop in the short-term loans rate, which stood at approximately 2.4%. Again, with regards to deposits, the rate applied to deposits in current accounts of families and nonfinancial companies stood at approximately 0.30% at the end of the year.

(D.2 (D.3.)

financial management progress of CPL CONCORDIA in financial year 2009

The macroeconomic context described above negatively characterised the result of the financial management of many companies. It is of great satisfaction that we can confirm that these negative reflections are not found in CPL CONCORDIA’s balance sheet, which, on the contrary, presents the best result over the last few years in terms of financial management, despite taking place in such a difficult year.

From the reclassification of the Parent Company Profit and Loss Statements, the following statement appears evident: the incidence of net financial management compared to the production value was of 0.44% in 2009, 1.16% in 2008, 1.22% in 2007, 1.50% in 2006, and 1.93% in 2005.

Both the reduction of debt and a drop in rates registered on the market at the end of 2008 and remaining so for the entire Financial Year 2009 are both factors which have contributed to the heavy reduction in this ratio compared to the Financial Year Profit and Loss Statement for 2008. This statement applies to both the Cooperative balance sheet and the Consolidated balance sheet.

In any case, it is appropriate to remember our statement in the 2008 management report; i.e. that over the past few years, characterised by a significant increase in rates, CPL CONCORDIA has managed to contain the negative economic effects suffered from the increase in rates registered in Financial Year 2006 and concluded in October 2008.

The data reported above shows how the progressive increase of rates registered on the markets in the period 2006-2008 was followed year after year by a constant reduction in the incidence of financial charges for the Cooperative, a reduction which reached its minimum during 2009.

It is, in fact, a completely anti-cycle trend, due to

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medium to long-term debt restructuring which took place in 2005 and the effective strategy practised by the Company with regards to containing current capital.

A similar trend to the Cooperative trend can be seen on the CPL CONCORDIA Group consolidated balance sheet: over the last five financial years, the incidence of financial charges in relation to the production value was of 0.95% in 2009, 1.84% in 2008, 1.81% in 2007, 1.7% in 2006 and 2.14% in 2005.

The majority of loans granted to the Company and its Subsidiaries require interest and capital liquidation in two-yearly instalments: the reference rate is, therefore, adjusted twice per year. This partly contributed to containing the negative effect caused by the increase in rates registered in 2006-2008; on the other hand, in periods of decreasing rates such as between 2008 and 2009, the biyearly adjustment was instead an unfavourable factor. As of 31/12/2009, the Cooperative had not made any use of short-term loans.

The containment of current assets was managed thanks to multiple joint shares, aimed at obtaining both a longer payment deferment by suppliers and respecting the conditions of processing trade receivables.

2009, however, saw an increase in resources aimed at sustaining the current capital investments after a good four financial years of constant increase: this increase, although contained, can be seen both on the statutory financial statement and on the consolidated financial statement. The main reason for this higher absorption of resources can be found in the increase in turnover which must

be financed in the first place, as is nearly always the case. There are, however, also other reasons.

The financial and economic crisis has forced the Cooperative, in some cases, to renegotiate (in a negative sense) the payment conditions with some suppliers, especially those deemed strategic against those who have lesser contractual power.

Furthermore, the sum of overdue loans worsened compared to the financial statement entry at the end of 2008 which confirms the difficulties brought on clients by this crisis. In this case, we must specify that the overdue loans amount entered at the end of 2008 by the Parent Company resulted as being lower than previous years: it was an extremely positive figure, in absolute value, but anticyclical compared to the general market trend. It can be seen that, despite the increase calculated in 2009 compared to 2008, the ratio between the overdue loans and production value (net of capitalisations) remained within percentages that were consistent with previous year ratios. In fact, this ratio stood at 16.05% at the end of 2009, 12.18% at the end of 2008, 16.63% at the end of 2007, 25.89% at the end of 2006 and 25.89% at the end of 2005.

During Financial Year 2009, the Company accessed four new medium to long-term credit lines, issued by: “Cassa di Risparmio di Ferrara” (EUR 4.0 million, 60 month duration), “Deutsche Bank S.p.A.” (EUR 3.0 million, 36 month duration), “BNL” (EUR 7.0 million, 60 month duration), and “Mediocredito Italiano S.p.A. (EUR 6.0 million, 60 month duration).

Other important long-term credit lines were then subscribed by two Subsidiaries. In particular, “Intesa Sanpaolo Bank Romania S.A.” granted “CPL CONCORDIA Filiala

Cluj S.r.l.” with two loans, one of LEI 6.45 million, 10 year duration, and another of LEI 4.3 million, 12 month duration (both guaranteed by a specific surety issued by the Parent Company). “Mediocredito Trentino Alto Adige S.p.A.” granted “Cristoforetti Servizi Energia S.r.l.” with a loan of EUR 4.0 million, 60 month duration (guaranteed by letters of comfort issued pro-rata by shareholders).

On 10/12/2009, the transfer of two financial lines included in the liabilities of the company branch involved in the distribution of methane gas was finalised with the credit institutions, transferred from the Parent Company to the Subsidiary on 20/07/2009.

These two financial lines were the pool of originally EUR 33.0 million, provided by “Unicredit Banca Mediocredito” (now called “Unicredit Corporate Banking”), signed on 04/08/2005 which, at the date of the transfer held a residual debt of EUR 22.62 million, and the loan issued on 29/07/2004 by the “Banco di Sicilia” (now Unicredit Corporate Banking) of originally EUR 5.0 million which, as of 10/12/2009, presented a residual debt of EUR 3.68 million. In conjunction with the formalisation of the waiver, the lending banks renounced the guarantee represented by the special privilege on gas distribution plants that CPL CONCORDIA had granted when signing the loan agreements. This guarantee was replaced with a surety from the Parent Company guaranteeing the timely repayment of the two lines undertaken by CPL Distribuzione.

This replacement allowed CPL Distribuzione to demobilise, on 17/12/2009, a part of the sources committed to supporting their tangible fixed assets (the methane gas distribution networks) by transferring their property to

page 57 leasing companies and subsequently drawing up rental agreements of these networks with their respective user companies. Transfer of these networks allowed the Subsidiary to obtain over EUR 22.0 million in cash, entered at the end of the financial year under current account deposits in the consolidated financial statement.

At the end of 2009, both the Parent Company and the Subsidiaries had liquidity and had access to the loans required to face the significant cash outgoings planned for the first quarter of 2010 (as of 30/04/2010 the net financial position of the Cooperative had increased compared to 31/12/2009 by approximately EUR 32.0 million). These financial resources were made available both by the Group (who paid back loans granted by the Cooperative for a total of approximately EUR 15.0 million) and by the liquidity present in the account (reduced by over EUR 16.0 million).

During the first months of this current Financial Year 2010, two loan contracts relating to two unsecured loans were signed by the Parent Company and CPL Distribuzione, granted by Banca MPS, of EUR 5.0 million each with 60 month durations (of which EUR 1.0 million of each loan has been supplied to date). In February 2010, CPL Distribuzione also continued the strategy of asset disposal which began in 2009, aimed at obtaining a part of the liquidity required to sustain company development projects and transferred the Campania 30 distribution networks to UniCredit Leasing S.p.A, maintaining the liquid assets (required to be able to perform its distribution activities).

The Group has already for some time chosen to find all the sources necessary to sustain its medium/ long-term needs (except for some destined to cover temporary cash deficits). Despite the fact that not all the sums available from the credit lines granted by Banca MPS have been utilized, further medium to long-term loans are currently being drawn-up with other Credit Institutions aimed at sustaining the investments outlined for the three-yearly plan 20092011.

The first months of Financial Year 2010 were characterised by a fall in the net financial position for the Cooperative and for the Group. Further PFN pressures are expected during the summer months, a time when a large portion of supplies destined for constructing photovoltaic fields will be paid for, with construction due to take place in this financial year.

Furthermore, similarly to this particular period in every financial year, the amount of overdue loans increased: as of 30/04/2010 the sum for overdue loans was EUR 5.0 million over the value established at the end of

2009 (but in the same period there was also an increase in turnover (of EUR 14.0 million) compared to the amount entered for the end of April 2009.

For the end of the current Financial Year 2010, a decline in the net financial position compared to the end of Financial Year 2009 is expected. However, this decline will not have a strong impact on the main financial statement indicators which would remain within absolute balance values (DEBT/EBITDA ratio expected for 31/12/2010 should be of 1.9 for the Parent Company balance sheet and approximately 3.0 for the Consolidated balance sheet). The most important debt structuring measures will be undertaken by a company established for this particular purpose which, with the help of advisors, is searching for the sources (without relying on shareholders) required for their business. The CPL CONCORDIA Group will not detain the majority of share capital in any of these companies. The most important projects regard the supply of methane gas from various newly constructed Sardinian catchment areas and the subsequent management (“Ichnusa Gas” project) and construction of photovoltaic fields used to produce electrical energy (“Interenergia” project).

The liquidity borrowed by the Cooperative over the entire Financial Year 2009 was loaned in short-term bank deposits or loaned to the Subsidiaries if required by them (the balance of internal group loans was reduced by over four million euro over the financial year) which the subsidiaries could use to subsequently avoid owing debt (at least temporarily) to external credit institutions with higher interest rates than they would be expected to pay back for the CPL loans if used. In this way, financial management on a Group scale and the result of financial management of the consolidated financial statement were effectively streamlined.

In 2009, the bank deposits used for cash flow nearly always referred to loans from the local cooperative system (Finpro and CCFS).

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(E) information in accordance with article 2428, paragraph 2.6.2 The CPL CONCORDIA Group has an organisational structure, company processes, human resources and roles which are suitable for ensuring the identification, monitoring, control and management of the various risks that characterise its exercise.

The management, control and eventual risk coverage process develops over various levels of the internal organisation structure.

The types of risks the Group is subjected to during its normal exercise are outlined below.

Interest Rate Risk: This risk arises if the Cooperative and Group sustain higher costs following a variation in interest rates practised by the market. In fact, all credit lines, with very few insignificant exceptions, require the acceptance of a variable rate when being granted a loan. As of 31/12/2009, the Group did not have any coverage agreements for this risk. This risk is managed by the constant monitoring of market trends and continuous comparison with the average rates estimated by the financial budget: eventual implementation of new coverage may take place only if the increases registered and the trends expected indicate higher rates than those used to draft the three-yearly business plan, posing significant detrimental risks in reaching objectives. In monitoring the trend of rates, the Group will also consult with qualified external professionals.

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Risk due to Foreign Currency Exchange: Importations of raw materials and sales effectuated in currencies other than the Euro result as being few and far between for the Parent Company so, given this low incidence, no coverage of foreign currency exchange risks have been set in place.

The Company has only needed to purchase foreign currency to acquire some important supplies abroad, corresponding to those times in which a payment in foreign currency was required. In the future, the Company sees fit to continue in this way, evaluating eventual coverage only if required, except if the importation of raw materials becomes more significant in terms of total purchases.

The Subsidiary Coopgas S.r.l. provides natural gas (which is then resold to the Parent Company and to external clients) and the purchase price of this natural gas depends on the Euro/USD exchange rate and the price of crude oil. To date, there has been no risk coverage adopted for this purpose, also due to the low values to date of supply contracts which have carried this risk. A study concerning risk coverage is, however, underway with the help of a specialist advisor, which is required to predetermine the value of financial flows on the various dates that the supply payments will be made. The instrument identified is an IRS contract and the cost is currently under assessment by Subsidiary directors.The Romanian Subsidiary “CPL CONCORDIA Filiala Cluj S.r.l.� has two loans contracted in Euro and, due to the devaluation of the local currency against the Euro, the company has made a loss on the exchange rate. The amount of

the two debt lines with regards to the total liability is absolutely contained and the Company is well capitalised.

Credit Risk: This risk is posed by eventual insolvencies or delays by clients of the Group in fulfilling their obligations. Credit management is carried out directly by the Group Companies, with the help of resources and internal offices and with a limited use of external professionals.

This form of management is the consequence of a precise operational choice: in fact, because the majority of clients are public authorities or of public property (both direct clients and from purchase contracts through consortiums),processing the credit requires constant monitoring by the appropriate financial structure and the collaboration of all internal subjects who have relationships with the client: from the commercial structure that purchases the orders to the technical structure that manages said orders and, in some cases, the Legal Office which evaluates all eventual recovery actions.

Outsourcing is not considered suitable to manage credits granted to this type of clientele. The Company compiles monthly credit surveys, divided per business area ascribable to business managers who have, amongst others, the duty of containing the incidence of the due payment within the predetermined deadlines. The surveys are then carried out per aging bracket. The internal procedure sets out some overdue loan management steps which range from a written warning to eventual legal action against the debtor (who would have, in the meantime, been placed in default).

page 59 At the end of Financial Year 2009, the balance entered for the Parent Company under Current Assets, showed trade receivables at a total of EUR 139 million compared to EUR 118 million in the previous financial year; their incidence with regards to the total assets increased to 41.68% compared to 37.27% registered in 2008 (at the end of 2007 it was 39.57%).

In the consolidated financial statement, this ratio was approximately 38% at the end of 2009 and also at the end of 2008.

Usually, the credits, being principally granted to public authorities, are not accompanied by guarantees.

These guarantees, however, are requested by the Company when drawing up the main supply contracts to private clientele, or whenever deemed necessary.

These formed a total of EUR 1.64 million at the end of Financial Year 2009. The heavy protection on credits, the perfect awareness of individual situations and the D.S.O. allows the Group to make credit risk provisions when necessary and in a precise way.

Liquidity Risk: This risk is a possible state of instability originating from an eventual negative deficit between income and outgoing cash flows, if it is not adequately covered by cash reserves. This risk is managed by forward planning by the treasury, despite the fact that the high number of public clients makes the precision of this forward planning difficult.

All Parent Company clients were attributed with a rating, deriving from an internal D.S.O. indicating the punctuality of their debt payment. Forecasting the outgoing cash flow is, however, much easier. As a consequence, forward planning by the treasury can be carried out for increasing client ratings and with various sensitivity steps. In this way, credit availability to face eventual cash deficits is always possible.

Market Risk: This refers to the risk of the Group earning a lower revenue than originally forecast in planning, making a loss in value of assets or an economic loss of capital relating to works performed but still not invoiced by the end of the financial year.

This risk is periodically monitored using a careful Management Control system.

Operational Risk: This risk occurs if a company makes losses deriving from the inadequacy or incorrect functioning of company procedures, errors or deficiencies in human resources or other internal systems, or external events. Major sources of operational risk, include: the instability of operational processes, a lacking computer security, the growing

use of automation, the outsourcing of company functions, the use of a reduced number of suppliers, strategy changes, fraud, errors, recruitment, training and staff retention and social and environmental impact. It is not possible to identify a sufficiently stable main source of this risk as it is a risk that is inherent to all company processes. This feature will lead the Group to implement risk mitigation, both through the strict governing of company functions (during Financial Year 2009, a complete map of the risks pertaining to production activities was drafted) and the continual improvement of processes, and also the transfer to third parties through insurance instruments.

Commercial Risk: This is the risk of the Company earning a lower revenue and/or lower margins following the renewal of the works portfolio.

The Group can try to limit this risk by constantly monitoring the purchase portfolio and company processes which establish the methods of drafting the offers aimed at predetermining the economic and financial parameters of reference.

Strategic Risk: This is defined as the risk of a decline in profit or capital deriving from changes in the competitive context or by wrong strategic company decisions, by the inadequate implementation of strategic decisions, and by a scarce or completely lacking reaction to variations in the competitive context. Constant monitoring of management trends, of the most significant company aspects and all the other relevant variables, both internal and external to the Group, allows company bodies with strategic responsibilities to reduce this risk to a minimum, allowing for timely adjustment activities and/or corrections, also with regards to modifying the Company’s stance in the competitive and market context.

Risk to Reputation: This is the risk of a decline in profits or capital deriving from a negative perception of the Company’s image by clients, counterparts, investors and, more generally, stakeholders, due to the demonstration of critical events concerning, for example, certain operational areas, products or processes. The Group, which has always been particularly attentive to its image and consolidating its reputation, implements a preventative policy which aims to: 1) protect its stakeholders, ensuring they will be provided with adequate information regarding the company’s progress; 2) implement an attentive and

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incisive controls process, not just of a formal nature, verifying the consistency of operational procedures and company demeanour in accordance with external norms, regulations and internally adopted principles.

(F) research & development During 2009, the Parent Group continued its Research and Development activities, with the aim of: a) improving remote automatic survey systems and data management b) increasing Software and information technology services that are available to the CPL group and its clients.

A total of 12 projects were conducted, indicated below: Project N° 01 STUDY, DESIGN AND EXPERIMENTATION FOR THE DEVELOPMENT OF A NEW SOFTWARE SYSTEM FOR DATA EXCHANGE BETWEEN METHANE GAS DISTRIBUTION COMPANIES AND SALES COMPANIES. CPL CONCORDIA Soc. Coop.

(Cooperative) adopted the Microsoft Dynamics NAV platform to create two distinct vertical softwares called “Energy & Environment Distribution – DiGas” to manage distribution activities and “Energy & Environment Sales” to manage methane gas sales. The need to streamline common data management activities for the two applications and the subsequent resolution made by the Electrical Energy and Gas Authorities (Resolutions 294/06, 134/08, 185/08) has led to the creation of

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an automatic software system for data exchange (new PDR, services movement, technical data, etc...) between the sales application and the distribution application and vice versa based on a standard of open communication (data and traces in XML format) and communication methods between the two defined systems (Certified Email, WEB based procedures and web service for direct exchange between the distribution and sales systems).

This system was created to comply with specifications of the Sales companies which generally make operational requests and specifications of the Distribution companies which must respond to and operate in accordance with the requests made by the Sales companies.

Project N° 02 DEVELOPMENT OF A NEW SYSTEM FOR THE CONTROL AND MANAGEMENT OF BILL PRINTING FLOWS With the increase of clients and operators dedicated billing activities, it became necessary to identify a work method which would channel and adequately manage the flows of bill printing required.

This system, still in its production phase, collects information from internal operators and any external clients regarding the number of bills to be printed, the printing characteristics, eventual attachments, enveloping and delivery and then follows and coordinates the operational process independently from the technical resources used (internal printing centre and external Typography), monitoring: arrival times of the bill information, the generation of trial pdfs for validation, physical printing, enveloping and delivery to destination companies (mail,

manual delivery, courier delivery, other), generation of copies of the bills in PDF format, uploading these copies onto the client WEB portal and sending these pdfs to clients who have requested them.

This system also manages the administrative aspects of this activity, helping our operators in managing the paper storeroom, in qualitative controls of bill printing processes and in managing the service re-invoicing.

Project N° 03 EVOLUTION AND DEVELOPMENT OF A SOFTWARE SYSTEM FOR ELECTRICAL ENERGY BILLING. Many gas sales companies have also purchased a licence for the sale of electrical energy and are evaluating the possibility of selling Electrical Energy on the free market as a “Dual Fuel” method (one bill for both gas and electrical energy consumption), as a further business proposal.

Using the Microsoft Dynamics NAV platform, a specific vertical for Billing and Metering was implemented called “Energy & Environment” which allows users to manage the Electrical Energy sales billing, taking into account the new commercial requirements and offers which the free market requests and allowing the management of an electricity consumption metering data interchange with energy wholesalers in order to bill this consumption promptly. Direct debit procedures for electricity consumption were also devised if the metering data should not be available. Amongst other things, a new function has been developed for registering the energy produced, extracted and introduced for services that have a photovoltaic plant with on-site exchange.

page 61 Project N° 04 ANALYSIS, DESIGN AND CREATION OF A NEW SOFTWARE MODEL WEB GIS TO PUBLISH GRAPHICAL ELEMENTS AND CONSTANT ALIGNMENT WITH THE MANAGEMENT SYSTEM At the end of 2008, CPL CONCORDIA Soc. Coop. acquired the development and creation of an Information System which manages property and plant assets of ASL Liguria. Starting from the implementation of programming parts directly on Autocad 2009, this will eventually arrive at the complete publication of drawings and designs on the web, appropriately controlled and validated by the system right up to the total and constant alignment of graphs and alphanumeric data.

Technical offices will have the opportunity of downloading the design of a hospital, apply architectural and plant design modifications and upload the new file in the system which, after the appropriate controls, will align all the alphanumeric data and maintain the Information System updated at all time.

Project N° 05 ANALYSIS, DESIGN AND CREATION OF A NEW SOFTWARE MODEL TO MANAGE AND MONITOR ELECTRICAL ENERGY CONSUMPTION In order to monitor the growing costs of electrical energy for CPL CONCORDIA (in 2009 it was over EUR 3,000,000.00) a new series of software procedures were engineered and developed to manage all personal details of the meters and to register, with a reporting function, all the readings for electrical energy absorbed, produced and supplied to the national grid.

Furthermore, by simulating the consumption bills for every POD, it is possible to calculate the allocation for each electrical user. This project uses the Archistat systems (to measure and control consumption), Microsoft Dynamics NAV “Energy & Environment” (to calculate the standard cost) and SAP R/3 (account management).

Project N° 06 DEVELOPMENT OF A SYSTEM FOR THE CONTROL OF GAS CONSUMPTION AND IMPORTATION FOR HEATING MANAGEMENT SERVICES. A new series of software procedures for the control of gas consumption and importation for CPL’s heating management services were engineered and developed. These functions allow us to calculate the allocations to be made for every service in the account management section to correctly monitor the costs of each order. The allocation calculation is done by attributing the “standard cost” for every cubic metre of gas which is then multiplied by the consumption

for that period, thus enabling automatic calculation of that allocation. The standard cost is calculated by simulating the consumption billing for every PDR. This project uses the Archistat systems (to measure and control consumption), Microsoft Dynamics NAV “Energy & Environment” (to calculate the standard cost) and SAP R/3 (account management).

Project N° 07 STUDY, EXPERIMENTATION AND CREATION OF A REMOTE CONTROL AND AUTOMATION SYSTEM FOR H.V.A.C. SYSTEMS WHICH USE DDC WEB-SERVER REGULATORS WHICH ARE REMOTE CONTROLLED THROUGH AN APN WIRELESS NETWORK At the end of 2008, CPL CONCORDIA Soc. Coop. acquired the heating management services of the Municipality of Maranello plants. The Tecnet service dealt with the design, installation and start-up of remote distance controlled systems of these heating systems. DDC controls equipped with Web-Server technology were used for the first time, installing a router edge in every plant which was continuously connected to CPL servers through an APN wireless network. External access to the various plants is granted by entering a customised CPL login on the DDS (using the already existing E-center portal) within which every user (within CPL or external client) will have an interface enabling them to consult charts and images of their plants. The critical alarms are sent from the various sites using an email running through an SMTP server.

Project N° 08 STUDY AND DESIGN OF A MONITORING SYSTEM FOR TECHNOLOGICAL STSTEMS FOR THE UNIVERISTY OF ROME 3 IN ROME, AIMED AT CALCULATING AND STREAMLINING BENCHMARKS FOR EVALUATING THE QUALITY OF MANAGEMENT AND MAINTENANCE OF THE UNIVERSITY TEMPERATURE CONDITIONING SYSTEMS In April 2009 CPL CONCORDIA Soc. Coop. acquired the design of a temperature monitoring system for sites belonging to the University of Rome 3.

This system must fulfil the following functions: management and regulation of the heating and air conditioning systems remote control of the system in graph format, with the possibility to intervene in the settings and receive the diagnostic notifications remotely which is particularly useful for rapidly communicating any eventual anomalies that may arise

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installation of measurement systems to measure the electrical systems of power lines and heating and cooling generators (with the integration of various communication buses originating from the various measurement tools) guarantee the mapping of all the supervision system variables on an open BacNet protocol measure and file data which can be used to calculate the efficiency of the systems and the quality of the system management service, based on defined criteria which allow users to monitor whether benchmarks have been met.

Project N° 09 STUDY AND DESIGN TO STREAMLINE AND EXTEND THE APPLICATION FIELD OF TELEREAD ELECTRONIC SYSTEMS: EDOR, EMET, EFOR Set-up and implementation activities aimed at improving the existing functions of CPL equipment were continued and, in some cases, new functions were implemented.

Project N° 10 STUDY, DESIGN AND EXPERIMENTATION TO DEVELOP A PROTOCOL AND SYSTEM TO NORMALISE THE ACQUISITION OF ELECTRONIC VOLUME CONVERTER DATA. Set-up and implementation activities of new protocols for the acquisition of fiscal volume correctors were continued. It concentrated on the study and implementation of protocols in the Control Centre and Secondary Centres. In particular, the DLMS (European Standard) and CTR

page 62

(Italian Standard) protocols were taken into consideration which comply with the regulations and respect stipulations indicated in the resolution 155/08 of 22/10/2008.

Project N° 11 CONTINUATION OF THE STUDY, DESIGN AND DEVELOPMENT OF A WEB SUPERVISION SYSTEM FOR ODORISATION SYSTEMS The development of the ODOWEB software was continued using the ODOGAS service of CPL CONCORDIA Soc. Coop. (complete management of the odorisation of methane gas distribution networks). By using the ODOWEB software, the data required for the correct management of the systems were obtained and published on the CPL CONCORDIA Soc. Coop. WEB portal.

This system enables is to improve management quality and costs, minimising visits from technicians and also enables us to give an instrument to clients that can monitor the correct running of the odorisation system of their Gas Distribution networks on a daily basis. In 2009, in particular, some functional aspects were improved and new functions were introduced, especially with regards to alarm management.

Project N° 12 STUDY, DESIGN AND DEVELOPMENT OF A NEW WEB SYSTEM (E-CENTRAL) TO REMOTELY MONITOR PROCESS PLANTS The WEB system we intend to implement is a unique and flexible platform (called E-Central) which, on the one hand, can be quickly adapted to various types of equipment used to manage process plant data and, on the other hand, to operational needs, data viewing and various report

generation depending on the application domain. For example, with the same platform, remote control plants for photovoltaic systems, methane gas consumption,networkodorisation, etc. can be managed. Following a functional and architectural analysis of the E-Central platform, in 2009 the development of what could be defined as “the heart” of the application began: basically, the Database and the software that will enable correct data management and archiving will be designed and created, organising all data for the future creation of graph supervision pages and modules for communication with field devices.

The system will allow CPL CONCORDIA to propose WEB supervision services in line with the latest technological developments in the field of plant management in the geographic field.

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(G) report from common representative from the a.p.c. controls effectuated on the balance sheet for the new multi-year investment programme 01 Dec 2009 - 31 Dec 2010 financial year 2009 During Financial Year 2009, the Cooperative registered a total income, taken from the sum of the investments and disinvestments (including asset disposal), of approximately EUR 17.3 million. This figure differs from the investment forecast compiled for Financial Year 2009 by approximately EUR 8.0 million of minor investments. These movements are detailed below: 1. Intangible Fixed Assets.

The net investments in intangible fixed assets were a total of EUR 10.8 million in FY 2009 and, therefore, less than forecast by the investment plan, which forecasted outgoings of EUR 12.6 million. In detail, we can identify:

­

the “Current Fixed Assets” item which records investments of EUR 1.8 million, relating to: costs sustained for feasibility studies for the creation of odorisation systems, telereading equipment and volume correctors; extraordinary maintenance costs for plant renovation (not owned), located in Padova, for investments relating to the construction of three cogeneration plants (belonging to clients).

­

the “Other Fixed Assets” item which records investments of EUR 8.9 million, relating to: investments in software, extraordinary maintenance on rented company property, investments in heating management and public lighting systems which, at the end of the contract, will remain property of the purchasers in order to increase their efficiency.

2. Tangible Fixed Assets.

With reference to tangible fixed assets, in FY 2009, there were net disinvestments of approximately EUR 34.6 million, whereas the investment plan had forecast disinvestments for EUR 42 million. The near totality of the divestitures refer to all the leased gas distribution networks, except for San Giuseppe Vesuviano, which were inserted in the Company Branch which was being transferred to the CPL DISTRIBUZIONE S.r.l. group company. With regards to the initial forecasts for 2009, we should mention that the “current fixed assets” item includes the construction of two photovoltaic electrical energy production plants located in Turi, Apulia, for a total investment of approximately EUR 6.3 million.

3. Financial Fixed Assets.

This entry has increased by approximately EUR 6.5 million against an initial forecast of EUR 20.15 million.

This quite significant difference is due to the delays in the construction of networks in catchment areas in Sardinia which are managed internally within purpose-formed companies, of which only some were established in 2009, and the lack of acquiring market shares in the alternative energy sector (Photovoltaic and Biogas) postponed until 2010. We can summarise this item in detail in the following way: the increase, net of reclassifications, disposals and devaluations, of Company shares by EUR 12.4 million (among the most significant, an increase of EUR 3.9 million for CPL DISTRIBUZIONE S.r.l. for an increase in capital subsequent to recent transfer operations of the company branch of CPL CONCORDIA SOC. COOP. and SI.GAS, an increase of EUR 1.75 million for the establishment of FONTENERGIA 6 S.r.l. Company and a total of EUR 2.00 million divided between the remaining FONTENERGIA 7, 11, 26, 27 companies established for the design and creation of gas distribution networks of the respective catchment areas 6, 7, 11, 26 and 27 in Sardinia; on the devaluation side, the main item is given by GHIRLANDA SPORT S.r.l. for EUR 0.508 million) the decrease of financial loans given to group companies (net of other financial loans) is of EUR 5.8 million (the most significant variations compared to last year occurred for COOP GAS, ENERGY DELLA CONCORDIA, ERREGAS, SI.GAS, FONTENERGIA S.p.A., Coimmgest, ISCHIA GAS and CPL DISTRIBUZIONE).

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2

financial coverage of investments Following the above, during the last financial year, the Cooperative registered an income arising from the transfer of the company branch, net of investments sustained, of a total of approximately EUR 17.3 million, which, together with the characteristic management flows and the drafting of new financial contracts, has allowed the Cooperative to establish an initial substantial cash reserve at the end of 2009 of EUR 34.3 million.

Cash availability was in part set aside in bank deposits and in third party entities (FINPRO) to cover the investment plan forecast for 2010 as reported in the 2009-2013 plan. The net variation of share capital represented by A.P.C. is positive at EUR 1,180,000 given by the subscribed and relative deposit of Voting Capital Shares in the Cooperative newly released for the five year plan 01/01/200931/12/2013, resolved upon by the Shareholders Assembly on 10 October 2008.

(H) own shares The Parent Company holds 10,300 voting capital shares in the Cooperative of a nominal value of EUR 51.64 each, equivalent to EUR 531,892 which were cancelled by 31 December 2008 by the relative holders (Bipop Carire and Mr Vaccari) and which the Cooperative Shareholders Assembly of 20 June 2009 resolved upon to establish the own share purchase provision as stipulated by the Italian Civil Code and by Article 58, Sub-paragraph d) of the Article of Association. This value represents the entire amount subscribed by the Cooperative of said shares.

(I) organisational model legislative decree 231/01 code of ethics On 17 December 2007, the Parent Company approved the Organisation Model which it adopted to respect the principles set out in Legislative Decree 231 of 2001.

The Supervisory Board, which ensures a correct fulfilment of the stipulations in the aforementioned Decree, continued in its assigned role in accordance with the mandate received. In particular, this Board met in corporate meetings which were duly called and minuted, on the following dates: 29 June 2009 21 July 2009 14 October 2009

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9 December 2009 11 January 2010 15 April 2010 The Board’s activity was predominantly aimed on the one hand at ensuring the correct application of procedures stipulated in the management and organisation model in force and, on the other, to identify points for improvement in the model.

With regards to the above, the minutes compiled by the Board give a complete summary of the activities carried out and the considerations made.

Please see these minutes for more information. In this document, the Board mentions the following significant points. In particular, that: 1) the implementation of the communication plan, for internal and external communications regarding the application of the management model was monitored With regards to this point, effective circulation of information to recipients was found.

2) the Board monitored the effectiveness of procedures regarding occupational health and safety implemented by the Cooperative, by monitoring the operational activities on site; on 21/07/2009, the Board carried out an inspection on some sites, finding all sites to comply fully with the regulations pertaining to occupational health and safety. Further support of the full compliance of these regulations was also given by the reduction of the total number of injuries sustained at work, across the whole company.

page 65 3) the Board established a collaborative and synergic activity with the audit company PriceWaterHouseCoopers, appointed by the Cooperative for auditing the accounts of the financial balance sheets.

4) the Board ensured that the Cooperative Board of Directors, with the resolution made on 9/07/2009, had received the points for improvement included in the document “Improvement Interventions Identified” drafted by “Global Auditing S.r.l.” and approved the decisional protocol document regarding: Management of Order Opening/Closure; Registration of Reserves and Variants; Management of Purchase Contracts; Forecast Data Processing; Infragroup Contract Management; Cashier – Expense Reimbursement Office; Sponsorship and Free Donations; Transportation of Toxic Substances; Management of PO Drafting Requests and Article 26, Legislative Decree 81; Human Resources – Staff Recruitment Office; Human Resources – Training Office 5) the Supervisory Board ensured that the Board of Directors, in their meeting of 7/09/2009, had correctly integrated the Organisation and Management Model in relation to the introduction of offences in the subject of Information Technology.

6) in relation to the new regulations adopted during 2009 which implemented the group of offences included under Legislative Decree 231/2001 (Article 24.3, Article 25.2, Article 25.2.1, Article 24.9) the Supervisory Board, although deeming the risk of commission of the offences described above as minimal, given the structure and activities of the Cooperative, is carrying out an analysis of risks aimed at identifying the potential criticalities in procedures and controls of CPL, giving them the opportunity to propose eventual integrations in the already approved Organisation and Management Model to the Board of Directors.

To date, the Supervisory Board has not detected censurable facts or violations of the stipulations included within the Management and Organisation Model and has not received notifications regarding any violations of said Model.

(L) parent company management bodies The ruling body of the Cooperative is the Shareholders Assembly. The assembly appoints the Board of Directors. The current Board of Directors is formed in the following way: Components of the Board of Directors Components

Qualified member

Position held

CASARI ROBERTO

of the Working member Chairman Board of Directors

GUARNIERI MARIO

of the Working member Vice-Chairman Board of Directors

SPAGGIARI DANIELE

Working member Managing Director

PORTA CARLO

Working member Director

BENETTI ENRICO

Working member Director

MARCHINI EMANUELLA Working member Director GALEOTTI ELENA

Working member Director

CAPELLI PIERLUIGI

Working member Director

BONETTINI CLAUDIO

Working member Director

LOSCHI ROBERTO

Working member Director

MALAVASI EMANUELE

Working member Director

There are no external Cooperative Board of Directors members. Accounting Control in accordance with Article 2409.3 is entrusted to the Audit Company PriceWaterhouse Coopers S.pA.. The controls carried out to ensure correct management in accordance with Article 2403 are performed by the Statutory Board of Auditors.

The current composition of the Parent Company Statutory Board of Auditors is the following: Components of the Board of Auditors Components

Qualification

PELLICIARDI CARLO ALBERTO

Auditor President

CASARI MAURO

Auditor

ASCARI FAUSTO

Auditor

PELLICIARI GIOSUE’

Additional auditor

CLò CRISTINA

Additional auditor

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(M) foreseeable management development In 2010, the Parent Company and the group are moving in accordance with continuity principles compared to the recent past. The production sectors remain the same. The major push that the Ministry for Economic Development has given, under the form of incentivising rates for the energy produced by photovoltaic plants, has determined a fall back in terms of sector purchases which is extremely positive for the Parent Company. 2010, even more so than 2009, will be the year in which the creation of photovoltaic plants will reach its peak on a national level and the qualified operators, such as the CPL Group, will benefit. Within the sphere of traditional activities, such as plant design in the gas sector, the whole “Network” division and heating management or global service of the energy sector will instead experience a decline in domestic demand, obviously linked to the general crisis situation and, where public or private bids for tender are called, the award criteria will be quite markedly lowered, leaving the operators with even narrower margins.

In drawing up the forecast budget, the portfolio acquired was a little less than 70%, whereas today it is over 80%. The sector of activities regarding Distribution and Sale obviously has no problems regarding acquisitions, if not in new services, which are also moving according to programmes.

The group is basically moving according to dictates outlined by the financial and economical

strategies designed some years ago. Activities abroad deserve a chapter of their own. Apart from the countries where the group has been based for some time now, such as Algeria, Romania and Croatia, the various hurdles which have slowed down the group’s presence in South America should soon be overcome, particularly in Argentina in the gas sector and, more precisely, in managing distribution activities for some cities such as San Francisco and Paraná.

Using the operational base and the structure of Algeria, we have been working for some months on the commercial and production development in the Maghreb area which, aside from Algeria, include Tunisia and Libya.

Finally, we are evaluating some interesting initiatives which could help us enter the Indian market, especially in the sector of supplying technological and informatics systems which access the gas production lines.

The project aims, as a group, to execute at least 30% of our production abroad. It will be a difficult challenge, but one that is absolutely necessary at this point in time.

Based on these points, we drafted a preliminary 2010 budget which, in view of the following, expresses our economic and financial content, compared with the four previous financial years.

(expressed in Euro)

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 Misc costs for services Expenses for use of third party property Various management expenses VALUE ADDED

Cost of labour and relative expenses MOL

Amortisations material fixed assets Amortisations material intangible assets Funds and devaluations Depreciation and devaluation EBIT

Interests and the other financial burden Other financial proceeds TOTAL FINANCIAL MANAGEMENT CURRENT RESULT

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

(M.1.)

forecast financial year balance sheet: financial statement CPL CONCORDIA Cooperative Company: Balance Sheet Forecast

NET RESULT

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Quotes 31 Dec 2010

BALANCE DATA %

31 Dec 2009

%

31 Dec 2008

%

31 Dec 2007

%

31 Dec 2006

%

303,966,455

93.45%

243,437,301

87.54%

205,215,858

91.04%

179,562,310

90.23%

172,845,785

93.88%

0

0.00%

0

0.00%

0

0.00%

0

0.00%

(1,552,050)

-0.84%

1,357,599

0.42%

7,472,352

2.69%

7,101,390

3.15%

2,658,347

1.34%

(892,233)

-0.48%

19,281,923

5.93%

20,127,269

7.24%

10,543,087

4.68%

12,604,307

6.33%

9,945,241

5.40%

680,000

0.21%

7,053,783

2.54%

2,557,229

1.13%

4,172,220

2.10%

3,771,923

2.05%

100.00% 184,118,665

-32.10% (54,226,507)

100.00%

-29.45%

325,285,977

(134,304,470)

100.00% 278,090,704

-41.29% (94,469,596)

100.00% 225,417,564

-33.97% (68,603,208)

100.00% 198,997,184

-30.43% (63,885,797)

94,526

0.03%

(656,326)

-0.24%

713,640

0.32%

9,455

0.00%

274,277

0.15%

(107,000,000)

-32.89%

(91,959,486)

-33.07%

(76,946,495)

-34.14%

(66,632,270)

-33.48%

(67,308,739)

-36.56%

(13,800,000)

-4.24%

(13,949,275)

-5.02%

(11,168,159)

-4.95%

(8,445,660)

-4.24%

(9,881,067)

-5.37%

(200,000)

-0.06%

(4,131,339)

-1.49%

(2,872,710)

-1.27%

(1,908,365)

-0.96%

(1,958,381)

-1.06%

70,076,033

(52,127,520)

21.54%

-16.03%

72,924,684

(47,893,690)

26.22%

-17.22%

66,540,633

(42,648,176)

29.52%

-18.92%

58,134,548

(35,997,524)

29.21%

-18.09%

51,018,249

(31,026,611)

27.71%

-16.85%

17,948,513

(1,038,300)

5.52%

-0.32%

25,030,994

(1,800,681)

9.00%

-0.65%

23,892,457

(2,375,049)

10.60%

-1.05%

22,137,024

(1,967,731)

11.12%

-0.99%

19,991,638

(1,673,715)

10.86%

-0.91%

(6,695,500)

-2.06%

(4,714,592)

-1.70%

(4,214,726)

-1.87%

(4,170,443)

-2.10%

(4,178,341)

-2.27%

(1,918,062)

-0.59%

(2,579,683)

-0.93%

(1,117,812)

-0.50%

(1,099,621)

-0.55%

(1,544,703)

-0.84%

(9,651,862)

-2.97%

(9,094,957)

-3.27%

(7,707,586)

-3.42%

(7,237,795)

-3.64%

(7,396,758)

-4.02%

8,296,651

2.55%

15,936,038

5.73% 16,184,870

-0.71% (3,637,127)

7.18% 14,899,229

-1.61% (3,469,020)

7.49% 12,594,880

-1.74% (3,668,045)

6.84%

-1.99%

(1,273,530)

-0.39%

(1,968,634)

323,530

0.10%

735,115

0.26%

1,015,957

0.45%

1,036,632

0.52%

904,825

0.49%

(950,000)

-0.29%

(1,233,520)

-0.44%

(2,621,170)

-1.16%

(2,432,387)

-1.22%

(2,763,220)

-1.50%

7,346,651

8,680,000

2.26%

2.67%

14,702,518

178,829

5.29%

0.06%

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%

(581,938)

-0.18%

(1,153,119)

-0.41%

(2,658,698)

-1.18%

(1,406,642)

-0.71%

(2,347,069)

-1.27%

0

0.00%

(1,500,000)

-0.54%

(1,200,000)

-0.53%

(1,100,000)

-0.55%

(750,000)

-0.41%

0

0.00%

680,550

0.24%

11,902

0.01%

(34,308)

-0.02%

1,402,234

0.76%

15,444,713

4.75%

12,908,777

4.64%

10,817,248

4.80%

10,017,441

5.03%

8,687,021

4.72%

(2,024,426)

-0.62%

(4,311,305)

-1.55%

(3,979,189)

-1.77%

(4,137,754)

-2.08%

(5,134,301)

-2.79%

13,420,287

4.13%

8,597,472

3.09%

6,838,059

3.03%

5,879,687

2.95%

3,552,720

1.93%

report on operation

2

From the forecast financial statement, some characterising elements emerge. First of all, the Gross Operating Margin is reduced, as already mentioned, due to purchases with a lower margin than in the past, even if it is believed this entry can improve without doubt. The incidence of financial charges has also reduced due to an average debt situation of a period which is not particularly exposed. The item “income from shares” refers to dividends deliberated in the 2009 balance sheet and by the capital gains generated by the closure of the Si.Gas S.r.l. liquidation procedure.

(M.2.)

forecast financial year balance sheet: indicators

CPL CONCORDIA Cooperative Company: Indications ECONOMICAL ANALYSIS

Quotes

BALANCE DATA

31 Dec 2010

R.O.E. (Return on Equity)

31 Dec 2009

31 Dec 2008

31 Dec 2007

31 Dec 2006

12.25%

8.52%

7.36%

6.66%

4.18%

R.O.I. (Return on Investment)

2.70%

4.70%

5.11%

5.61%

4.82%

Mol Value / Value of production

5.52%

9.00%

10.60%

11.12%

10.86%

Impact Fees and extra income management

-61.76%

46.05%

57.75%

60.54%

71.79%

0.29%

0.44%

1.16%

1.22%

1.50%

11.45%

7.74%

16.20%

16.33%

21.94%

Impact on net financial expense Vp Impact of net financial expense on R.O.

CPL CONCORDIA Cooperative Company: Indications FINANCIAL AND BALANCE SHEET ANALYSIS

Quotes

BALANCE DATA

31 Dec 2010

31 Dec 2009

31 Dec 2008

31 Dec 2007

31 Dec 2006

Liquidity index

1.29

1.20

1.15

1.20

1.29

Leverage

2.80

3.36

3.41

3.01

3.07

Report unduly onerous

0.32

0.14

0.44

0.46

0.69

Elasticity index

1.64

2.16

1.42

1.32

1.39

EBITDA/DEBT

51.72

176.93

58.15

54.25

34.29

DEBTI/EBITDA

1.93

0.57

1.72

1.84

2.92

DEBT

34,705,080

14,147,320

41,089,215

40,804,657

58,306,642

EBITDA

17,948,513

25,030,994

23,892,457

22,137,024

19,991,638

The forecast indicators generally show a decline in the economic progress of the Parent Company compared to the recent past, remembering that the distribution, a very generous activity with regards to the incidence on the EBIT, was transferred in mid 2009 to the Subsidiary CPL Distribuzione S.r.l., while the financial indicators show a still very positive performance. Please see the report DEBT/EBITDA of 1.93 which is considered extremely interesting.

page 68

page 69 (M.3.)

consolidated financial statement: financial statement

CPL CONCORDIA Group: Income (expressed in Euro) Quotes 31 Dec 2010 Proceeds from sales and performances

BALANCE DATA %

31 Dec 2009

%

31 Dec 2008

%

31 Dec 2007

%

31 Dec 2006

%

336,203,197

91.56%

273,434,698

85.90%

233,464,825

89.24%

204,373,523

88.51%

201,310,854

92.50%

Change invent. fin. prod. semifin.

2,665,994

0.73%

19,406

0.01%

576,641

0.22%

1,078,802

0.47%

(2,569,631)

-1.18%

Changes works in progress

(604,678)

-0.16%

4,218,113

1.33%

2,641,285

1.01%

1,360,421

0.59%

(2,135,696)

-0.98%

27,987,123

7.62%

33,330,291

10.47%

22,465,251

8.59%

19,862,333

8.60%

17,294,210

7.95%

925,429

0.25%

7,320,507

2.30%

2,460,153

0.94%

4,229,435

1.83%

3,728,427

1.71%

works in economy other proceeds VALUE OF PRODUCTION

Costs for purchases Variation in inventory of prime materials Misc costs for services Expenses for use of third party property

367,177,064 100.00% 318,323,015 100.00% 261,608,155 100.00% 230,904,515 100.00% 217,628,163 100.00% (162,045,770) 72,496 (104,644,334)

-44.13% (113,228,853)

-35.57%

(89,412,039)

-34.18%

(82,776,468)

-35.85%

(69,336,134)

-31.86%

(876,7919)

-0.28%

(673,653)

-0.26%

(939,634)

-0.41%

(5,695,328)

-2.62%

-28.50% (100,320,1749

-31.52%

(86,395,614)

-33.02%

(72,815,190)

-31.53%

(72,614,398)

-33.37%

0.02%

(15,526,869)

-4.23%

(13,043,466)

-4.10%

(10,512,305)

-4.02%

(8,257,076)

-3.58%

(9,818,513)

-4.51%

(538,073)

-0.15%

(4,610,026)

-1.45%

(3,214,075)

-1.23%

(2,492,213)

-1.08%

(2,700,807)

-1.24%

VALUE ADDED

Cost of labour and relative expenses

84,494,515

23.01%

86,243,706

27.09%

71,400,469

27.29%

63,623,934

27.55%

57,462,984

26.40%

(55,492,799)

-15.11%

(50,757,875)

-15.95%

(45,503,326)

-17.39%

(38,792,077)

-16.80%

(36,456,477)

-16.75%

MOL

29,001,716

7.90%

35,485,831

11.15%

25,897,143

9.90%

24,831,857

10.75%

21,006,507

9.65%

Amortisations material fixed assets

(5,194,644)

-1.41%

(5,372,843)

-1.69%

(4,538,904)

-1.74%

(4,338,661)

-1.88%

(3,660,616)

-1.68%

Amortisations material intangible assets

(7,654,723)

-2.08%

(5,478,904)

-1.72%

(4,798,687)

-1.83%

(4,665,535)

-2.02%

(4,583,865)

-2.11%

Funds and devaluations

(2,048,062)

-0.56%

(3,231,300)

-1.02%

(1,604,081)

-0.61%

(1,206,669)

-0.52%

(1,907,161)

-0.88%

Depreciation and devaluation

(14,897,429)

-4.06%

(14,083,047)

-4.42%

(10,941,672)

-4.18%

(10,210,865)

-4.42%

(10,151,642)

-4.66%

EBIT

Interests and the other financial burden

14,104,287

3.84%

21,402,784

6.72%

14,955,472

5.72%

14,620,993

6.33%

10,854,865

4.99%

(3,836,803)

-1.04%

(3,544,259)

-1.11%

(5,359,997)

-2.05%

(4,844,780)

-2.10%

(4,198,165)

-1.93%

70,026

0.02%

539,387

0.17%

555,815

0.21%

655,073

0.28%

503,898

0.23%

(3,766,777)

-1.03%

(3,004,872)

-0.94%

(4,804,182)

-1.84%

(4,189,707)

-1.81%

(3,694,267)

-1.70%

10,337,510

2.82%

18,397,913

5.78%

10,151,290

3.88%

10,431,286

4.52%

7,160,598

3.29%

7,600,000

2.07%

59,546

0.02%

61,928

0.02%

51,637

0.02%

550,224

0.25%

(1,273,576)

-0.35%

(1,448,209)

-0.45%

583,754

0.22%

(431,123)

-0.19%

(664,559)

-0.31%

0

0.00%

(1,500,000)

-0.47%

(1,200,000)

-0.46%

(1,100,000)

-0.48%

(750,000)

-0.34%

141,402

0.04%

709,155

0.22%

225,746

0.09%

2,118,327

0.92%

2,507,949

1.15%

16,805,336

4.58%

16,218,405

5.09%

9,822,717

3.75%

11,070,127

4.79%

8,804,212

4.05%

(2,894,565)

-0.79%

(5,163,187)

-1.62%

(4,280,480)

-1.64%

(4,404,553)

-1.91%

(5,585,887)

-2.57%

13,910,771

3.79%

11,055,217

3.47%

5,542,237

2.12%

6,665,574

2.89%

3,218,325

1.48%

Various management expenses

Other financial proceeds TOTAL FINANCIAL MANAGEMENT CURRENT RESULT

Proceeds from shares 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)

(279,762)

131,114

(79,118)

136,800

19,810

13,631,009

11,186,331

5,463,119

6,802,374

3,238,135

report on operation

2

The Forecast Consolidated Financial Statement confirms the tendency expressed in the financial statement of 2009, as the performance indicators regarding the main activity are better than Parent Company performance.

Both for the Parent Company financial statement and the Consolidated Financial Statement, an increase in the production value can be seen by approximately EUR 50 million, with a Gross Operating Margin of a little under 8%. The incidence of the financial charges returns to over 1%, while under extraordinary management only the effect of Si.Gas liquidation remains.

The estimates regarding the evaluation of interest rates was made considering that there would be a slight increase of Euribor after the summer.

(M.4.)

consolidated financial statement: indicators

CPL CONCORDIA Group: Indications ECONOMICAL ANALYSIS

Quotes

Â

BALANCE DATA

31 Dec 2010

R.O.E. (Return on Equity)

31 Dec 2009

31 Dec 2008

31 Dec 2007

31 Dec 2006

13.39%

11.06%

5.74%

7.52%

3.68%

R.O.I. (Return on Investment)

3.66%

5.18%

4.15%

4.78%

3.74%

Mol Value / Value of production

7.90%

11.15%

9.90%

10.75%

9.65%

Impact Fees and extra income management

3.36%

47.73%

63.47%

53.48%

70.17%

Impact on net financial expense Vp

1.03%

0.94%

1.84%

1.81%

1.70%

26.71%

14.04%

32.12%

28.66%

34.03%

Impact of net financial expense on R.O.

CPL CONCORDIA Group: Indications FINANCIAL AND BALANCE SHEET ANALYSIS Â

Quotes

BALANCE DATA

31 Dec 2010

31 Dec 2009

31 Dec 2008

31 Dec 2007

31 Dec 2006

Liquidity index

1.18

1.22

1.14

1.22

1.41

Leverage

3.79

4.08

3.79

3.38

3.29

Report unduly onerous

0.98

0.58

0.70

0.68

0.74

Elasticity index

1.44

1.80

1.47

1.40

1.60

EBITDA/DEBT

28.99

60.83

39.04

40.14

32.36

DEBTI/EBITDA

3.45

1.64

2.56

2.49

3.09

DEBT

100,025,625

58,332,560

66,334,059

61,870,736

64,914,861

EBITDA

29,001,716

35,485,831

25,897,143

24,831,857

21,006,507

The indicators of the whole forecast can be briefly summarised in a reduction of marginality and in a contextual increase of debt.

If we were to limit ourselves to analysing this scenario in a free way, wrong conclusions could be made. The CPL Group, in typical moments, has always alternated periods with large investments and contextual increase of financial exposure with preparation periods with debt reduction. In the 2010 forecast, we have considered investments in the photovoltaic plants, but we have especially forecast the start of gas distribution plant construction in the various catchment areas in Sardinia, in addition to the Calabria 12 catchment area, with the Grecanica company. Also forecast is the acquisition of market shares of companies working in the biogas sector which, to date, have still not taken place. In total, the 2010 budget forecast indicates approximately EUR 57 million in investments. This justifies the slight increase in debt against margins which will form part of the next financial years.

page 70

page 71

(N) relevant facts occurring after the end of the financial year The main significant facts occurring after the end of the financial year are the following: on 17 January 2010, CPL Distribuzione signed a Leaseback agreement with Unicredit Leasing for the Campania 30 catchment area gas distribution network for a sum of EUR 13.5 million on 2 March 2010, the Associated company Agrienergia Consortium became a joint-stock company (società per azioni S.p.A) and increased its share capital from EUR 10,000 to EUR 7,010,000 with an increase of EUR 1,800,000 in cash to be contributed by shareholders enrolled in the shareholders register on the date of assembly, a sum of EUR 2,400,000 received from the transfer of the company operated by Compagri S.p.A., and finally a sum of EUR 2,800,000 which will be subscribed and deposited by 31 May 2010 by Cooperare S.p.A. on 6 April 2010, the company Grecanica gas S.r.l. was established, whose company object is the construction and management of the Calabria 12 catchment area distribution network, with 95% of shares held by CPL CONCORDIA Soc. Coop. and the remaining 5% held by CPL Distribuzione S.r.l. on 10 May 2010, the company Valle Versa Green Power Società Agricola S.r.l. was established, a company entirely controlled by CPL CONCORDIA Cooperative; the main company object being agricultural activity aimed at supplying a biogas plant ; on 10 May 2010, the company Fano Solar 1 S.r.l. was established with a company object of managing a photovoltaic plant located in the Municipality of Fano (PU) on 10 May 2010, the company Fano Solar 2 S.r.l. was established with a company object of managing a photovoltaic plant located in the Municipality of Fano (PU) on 10 May 2010, the company Sant’Omero Solar S.r.l. was established with a company object of managing a photovoltaic plant located in the Municipality of Sant’Omero (TE) on 10 May 2010, the company Notaresco Solar S.r.l. was established with a company object of managing a photovoltaic plant located in the Municipality of Notaresco (TE)

(O) other information The Cooperative has also updated the safety implementation plan within the deadline stipulated by the relative Decree, in accordance with stipulations in Attachment B of Legislative Decree 196/03, the socalled “Consolidated Law on Privacy”, indicating the regulations on the technical methods to adopt when handling sensitive data with electronic instruments.

We stipulate here in accordance with Article 2497 of the Italian Civil Code that the Cooperative is not subject to management and coordination. The Cooperative, does, however, exercise management and coordination over the following subsidiary companies: 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.

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.

Fontenergia 4 S.r.l.

Fontenergia 6 S.r.l.

Ghirlandina Sport S.r.l.

Vignola Energia S.r.l.

report on operation

2

intended use of profit based on the results of the financial year, the Board of Directors, after acknowledging the stated opinion of the Special Capital Vote Shareholders Assembly, proposes to the Shareholders Assembly the approval for implementation of the multi-year investment plan for Financial Year 2009 and that the Net Profit of the financial year of EUR 8,597,472.00 is used in the following way: EUR 357,427.30 = distributed to the Capital Vote Shareholders (subscribers) in dividends (period from 01/01/2009 – 31/12/2009) of 8.00% gross per share with a nominal value of EUR 51.64 (Code IT00011295960) as of 31/12/2009, payable by 5 July 2010 EUR 11,435.17 = distributed to the Capital Vote Shareholders (Stock Option) in dividends (period from 01/01/2009 – 31/12/2009) of 8.00% gross per share with a nominal value of EUR 51.64 (Code IT00011295960) as of 31/12/2009, payable by 5 July 2010 EUR 160,000.00 = distributed to the Capital Vote Shareholders (subscribers) in dividends (period from 01/01/2009 – 31/12/2009) of 8.00% gross per share with a nominal value of EUR 500.00 (Code IT0003794788) as of 31/12/2009, payable by 5 July 2010 EUR 94,400.00 = distributed to the Capital Vote Shareholders

page 72

(subscribers) in dividends (period from 01/01/2009 – 31/12/2009) of 8.00% gross per share with a nominal value of EUR 500.00 (Code IT0004431083) as of 31/12/2009, payable by 5 July 2010 EUR 369,032.01 = as dividends to cooperative members and financing members of 6.00% gross compared to the Share Capital effectively contributed, payable by 5 July 2010 EUR 43,053.63 = 0.70% with free increase (in accordance with Law 59/92) of the share capital effectively contributed, capitalisable EUR 257,924.16 = 3.00% (three percent) to the Company Insurance Provisions for the Promotion of the Cooperative in accordance with Article 11 of Law 59 of 31/01/1992

EUR 2,579,241.60 = 30% to the Legal Reserve Provision, undividable, as stipulated by the Article of Association and in compliance with Article 12 of Law N°904 of 16/12/77 EUR 4,724,958.13 = to the Ordinary Reserve Provision undividable between shareholders during the life of the Cooperative and at its dissolution, as stipulated by the Article of Association and in compliance with Article 12 of Law N°904 of 16/12/77 We would like to thank you for your demonstration of trust and we would invite you to approve the Balance Sheet as of 31/12/2009 as it is presented.

Concordia s/S, on 17/05/2010

For the Board of Directors The Chairman

Roberto CASARI

general annual traget for 2009 PCA Dividends (underwritten) 7,12% PCA Dividends (Stock Option) 0.13% Shareholders divivdends 4.29% evaluation of Shareholders share capital 0.50% Ordinary Reserve 84.96%

National insurance Funds 3.00%

page 73

3

| balance sheet 2009 |

balance sheet 2009

3

rectified balnce sheet closed on 31 Dec 2009

balance sheet | assets

31 December 2009 Amount in Euro

ASSETS A)

SUBSCRIBED CAPITAL UNPAID requested

B)

1,396,075 1,396,075

1,244,475 1,244,475

FIXED ASSETS I

INTANGIBLE FIXED ASSETS: 1)

Set-up and expansion costs

2,431

4,093

2)

Costs for research, development and advertising

0

8,895

3)

Industrial patent rights and intellectual property rights Concessions, licenses, trademarks and other similar rights Set-up

0

0

162,248

172,536

0

0

4) 5) 6)

Current fixed assets and payments on accounts

1,819,814

1,641,753

7)

Others

17,584,869

11,666,023

Total

19,569,362

13,493,300 Â

II

TANGIBLE FIXED ASSETS: 1)

Land and buildings

2,846,587

2,874,798

2)

Systems and machinery

3,630,806

45,953,633

3)

Industrial and commercial apparatus

456,639

326,913

4)

Other goods

1,716,002

1,929,593

5)

Current fixed assets and payments on accounts

6,795,091

765,606

15,445,125

51,850,543 Â

a) subsidiary companies

42,111,233

32,106,534

b) associated companies

4,017,144

2,877,034

Total III

FINANCIAL FIXED ASSETS: 1)

Shares in:

c) parents companies d) other companies 2)

Accounts receivable:

0

0

5,008,769

3,797,050

(due within 12 months)

(due within 12 months)

a) from subsidiary companies:

12,387,000

12,387,000

12,956,000

12,956,000

b) from associated companies:

4,944,142

4,944,142

0

10,874,000

c) from parent companies: d) from other companies:

page 76

31 December 2008 Amount in Euro

0 644,468

1,404,828

0 581,282

1,267,470

page 77

31 December 2009 Amount in Euro

ASSETS 3)

Other accounts receivable

4)

Own shares

Importi in Euro

Total TOTAL FIXED ASSETS C)

0

0

531,892

0

70,405,008

63,878,088

105,419,495

129,221,931

CURRENT ASSETS I

RESIDUE: 1)

Raw and subsidiary materials and consumables

2,753,199

3,405,740

2)

Works in progress and semi-finished works

7,084,984

4,957,187

3)

Works in progress on order

25,387,731

19,935,307

4)

Finished products and merchandise

232,199

235,984

5)

Payments to accounts

907,006

1,276,317

36,365,119

29,810,535

Total II

ACCOUNTS RECEIVABLE: 1)

From trade:

2)

From subsidiary companies:

3)

From associated companies:

4)

From parent companies:

4.2)

Tax Assets

4.3) 5)

III

(due after 12 months)

1,791,713

(due after 12 months)

137,756,192

1,490,965

13,805,519 0

1,277,082

117,997,971 5,550,837

0

809,517

0

0

1,824,258

836,218

Advanced paid tax

918,686

644,992

Other accounts receivable:

858,520

515,559

156,440,257

126,355,094

Total FINANCIAL ASSETS: NON-FIXED: 1)

Shares in subsidiary companies

20,000

0

2)

Shares in associated companies

0

0

3)

Other shares

0

0

4)

Own shares

0

0

5)

Other securities

0

0

20,000

0

34,305,140

23,774,582

500

70,217

5,797

28,924

34,311,437

23,873,723

227,136,813

180,039,352

5,004,585

6,059,085

338,956,968

316,564,843

Total IV

LIQUID ASSETS 1)

Bank and post office deposits

2)

Cheques

3)

Monies and cash values Total

TOTAL CURRENT ASSETS D)

31 December 2008 Amount in Euro

ACCRUALS AND DEFFERALS: TOTAL ASSETS

3 balance sheet 2009

rectified balnce sheet closed on 31 Dec 2009

balance sheet | liabilities

31 December 2009 Amount in Euro

Liabilities A)

31 December 2008 Amount in Euro

NET EQUITY I

CAPITAL

II

SHARE PREMIUM RESERVE

III

REVALUATION RESERVE

IV

LEGAL RESERVE

V

STATUTORY RESERVE

VI

OWN SHARES RESERVE (HELD IN PORTFOLIO)

VII

OTHER RESERVES: MERGER PROVISION EXCHANGE ADJUSTMENT RESERVE CAPITAL ACCOUNT CONTRIBUTIONS 784/80

15,938,753

13,558,953

0

0

656,679

656,679

82,158,320

77,140,319

78,184

78,184

531,892

0

235,597

235,597

0

0

1,269,396

1,269,396

VIII

PROFITS (LOSS) CARRIED FORWARD

0

0

IX

PROFITS (LOSS) OF FINANCIAL YEAR

8,597,472

6,838,059

109,466,293

99,777,187

21,526

21,526

0

0

2,393,369

1,617,395

TOTAL B)

RISK AND CHARGE PROVISIONS: 1)

Lay-off funds and similar

2)

tax

3)

Others

TOTAL

2,414,895

1,638,921

page 78

C)

EMPLOYMENT SEVERANCE INDEMNITY

D)

ACCOUNTS PAYABLE

5,336,207 (due after 12 months)

5,721,027 (due after 12 months)

1)

Bonds:

0

0

0

0

2)

Convertible obligations:

0

0

0

0

3)

Accounts payable to shareholders for loans

0

5,654,737

0

4,258,627

4)

Accounts payable to banks:

26,672,186

34,004,019

46,168,351

60,704,311

5)

Accounts payable to other creditors:

0

0

0

0

6)

Payments to accounts:

0

5,596,163

0

10,232,521

7)

Accounts payable to suppliers:

2,607,790

135,838,887

2,046,773

113,380,644

8)

Accounts payable to credit securities:

0

0

0

0

9)

Accounts payable to subsidiary companies:

0

23,267,384

0

2,501,232

page 79

31 December 2009 Amount in Euro

31 December 2008 Amount in Euro

0

234,140

0

134,574

11)

Accounts payable to associated companies: Accounts payable to parent companies:

0

0

0

0

12)

Tax liabilities:

0

5,716,393

0

5,428,011

13)

Accounts payable to pension companies and NI:

0

2,994,141

0

2,725,195

14)

Other accounts payable:

0

7,588,000

0

9,657,060

Liabilities 10)

TOTAL

220,894,137

209,022,175 Â

E)

ACCRUALS AND DEFERRALS: TOTAL LIABILITIES

845,436

405,533

338,956,968

316,564,843

MEMORANDUM ACCOUNTS: I)

Guarantees provided - Sureties - Real Guarantees

143,759,718

111,208,856

1,294,000

60,794,000

Total II)

145,053,718

172,002,856

Other memorandum accounts - Subject to collection of bills - Others

Total TOTAL MEMORANDUM ACCOUNTS

70,097

25,650

37,006,534

8,636,820 37,076,631

8,662,470

182,130,349

180,665,326

balance sheet 2009

3

income statement

INCOME STATEMENT A)

31 December 2009 Amount in Euro

31 December 2008 Amount in Euro

PRODUCTION VALUE: 1)

Sales and services revenue

2)

Variations in residue of works in progress, semi-finished works and finished works

243,437,301

205,215,858

0

0

3)

Variations in works in progress on order

7,472,352

7,101,390

4)

Increased fixed assets for internal works

20,127,269

10,543,087

5)

Other income and revenue: - various - contributions for operating expenses

7,028,195 25,588

Total

2,533,471 7,053,783

23,758

2,557,229

278,090,705

225,417,564 Â

B)

PRODUCTION COSTS: 6)

For raw and subsidiary materials, consumables and merchandise

94,469,596

68,603,208

7)

For services

91,959,486

76,946,495

8)

For asset leasing

13,949,275

11,168,159

9)

For staff: a) Salaries and wages

36,188,939

31,929,255

b) national insurance charges

11,125,731

9,925,126

2,079,021

1,993,795

c) employment severance indemnity

10)

d) lay-off funds and similar

0

e) other costs

0

0 49,393,691

0

43,848,176

Amortisations and depreciations: a) intangible fixed asset amortisation

4,714,592

4,214,726

b) tangible fixed asset amortisation

1,800,681

2,375,049

0

0

c) other fixed asset depreciations d) depreciation on current securities and cash assets 11)

Variations in residue of raw and subsidiary materials, consumables and merchandise

12)

Risk provision

1,100,000

7,615,273

700,000

7,289,775

656,326

(713,640)

0

0

13)

Other provisions

1,479,683

417,812

14)

Various management charges

4,131,339

2,872,710

Total

263,654,669

210,432,695 Â

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

14,436,036

14,984,869

FINANCIAL INCOME AND CHARGES: 15)

Income from shares: - in subsidiary companies - in associated companies - in other companies

16)

120,000

1,040,000

0 58,829

0 178,829

60,344

Other financial income: a) from fixed asset securities: - in subsidiary companies

page 80

0

0

1,100,344

page 81

INCOME STATEMENT - in associated companies

31 December 2009 Amount in Euro 0

- in parent companies

0

- in other companies

0

31 December 2008 Amount in Euro 0 0 0

0

0

b) from non-share fixed assets securities c) from non-share current assets securities d) income differing from previous income: - from subsidiary companies

378,734

632,865

- from associated companies

88,941

11,109

0

0

- from parent companies - from other companies 17)

371,984

408

13,921

- from associated companies

0

0

- from parent companies

0

0

1,015,958

1,926,604

1,927,012

3,605,477

3,619,398

41,622

41,622

17,729

17,729

PROFITS AND LOSS DUE TO FOREIGN CURRENCY EXCHANGE - Profits and loss due to foreign currency exchange Total ( 15 + 16 - 17 - 17.2)

D)

735,115

- from subsidiary companies

- from other companies 17.2)

267,440

interest and other financial charges:

(1,054,690)

(1,520,825)

ADJUSTMENT TO VALUE OF FINANCIAL ASSETS: 18)

Revaluations: a) of shares

0

160,741

b) of non-share financial fixed assets c) of non-share current asset securities 19)

0

Depreciations: a) of share

1,153,119

2,703,101

b) of non-share financial fixed assets

0

0

c) of non-share current asset securities

0

Total Adjustments ( 18 - 19 ) E)

160,741

1,153,119

116,338

2,819,439

(1,153,119)

(2,658,698)

EXTRAORDINARY INCOME AND CHARGES: 20)

income: a) capital gains on sale which cannot be entered at N° 5) b) Capital account contributions c) Others

21)

150,000

0

0 530,550

0 680,550

39,288

39,288

Charges: a) capital losses from sale which cannot be entered at N° 14)

0

0

b) tax for previous financial years

0

0

c) others

0

Total extraordinary income and charges ( 20 - 21 )

0

27,386

27,386

680,550

11,902

RESULT BEFORE TAX ( A - B ± C ± D ± E )

12,908,777

10,817,248

22)

Financial Year Income Tax

(4,311,305)

(3,979,189)

22 a)

financial year tax owed

(4,584,999)

(3,967,703)

22 b)

of which is advanced paid/(deferred)

273,694

(11,486)

26)

PROFIT (LOSS) FOR FINANCIAL YEAR

8,597,472

6,838,059

balance sheet 2009

3

board of auditors report for the annual balance statement at 31 December 2009

Dear Shareholders,

during the financial year that ended on 31/12/2009, we undertook supervisory activities as requested of us by the Shareholders Assembly, undertaking the controls stipulated

by Article 2429, Paragraph 2 of the Italian Civil Code, in accordance with the conduct regulations of the Statutory Board of Auditors, recommended by the National Council of Accountants and Expert Auditors. From information obtained from the managers of the respective roles, the examination of required documentation and the examination of the auditing book, we researched and monitored, to the best of our ability, the adequacy of the Company’s organisational structure, the internal control system, the administrative/accounting system and its ability to correctly represent management related issues represented by the items in the balance sheet which will be put before you for your approval.

To undertake our duties, we took part in Assemblies and Board of Directors meetings during 2009 and, in accordance with statutory norms, we were regularly informed on company management progress and its foreseeable development as well as any highly relevant operations, both in size and type, performed by the Cooperative with the prior appropriate resolutions made by

page 82

the management body.

In 2009, in keeping with the standard procedures adopted in past years, the Board paid particular attention to the analysis of areas at risk relating to various company sectors during its control activities. The Board particularly monitored that the shares in existence conformed with the Law and the Company’s Articles of Association, that they were not demonstrably imprudent, risky, in a potential conflict of interests or going against resolutions made, or of any nature which would compromise the integrity of Company Assets.

The Board, in its monitoring activities,maintained close contact with the Auditing Company Price WaterhouseCoopers S.p.A., appointed as accounting auditors, and participated actively in Board of Directors meetings and in meetings with the Cooperative’s administrative and financial managers at any moment the Board was required to express its opinion on the problems emerging from the analysis of specific situations and decisions which required legitimate closer examination.

In 2009, the meetings of the Statutory Board of Auditors continued with the various service and production managers, as well as the Quality Control service, in order to take note of the efficiency of the link between the various

sectors in which the Company works, to identify the areas of risk in these areas and identify which measures had been put in place to face the specific risks identified in the best possible way.

This allowed the Board to understand the specificity of the Cooperative and the growing importance taken on by the various control areas to streamline internal procedures in the growing need to maintain the degree of efficiency and elasticity in management.

The Cooperative was also able to face without great damage the economic crisis and the recession which have characterised, and will continue to characterise, Italy’s economy.

The Board would like to thank the administrative body and General Management for their collaboration with the Statutory Board of Auditors in 2009 while undertaking the institutional activity of controls and monitoring. As in the past, the Board would like particularly like to thank the Managing Director of the Cooperative, Mr Massimo Continati, for his collaboration and willingness to help the Board, thus allowing us to undertake our duty, obtain all the necessary information on the most significant management related issues which have characterised the Cooperative month after month. The Board would also

page 83 like to give their thanks to Dr Pierluigi Capelli for his controls effectuated on the Cooperative’s financial system and on the information regularly provided to the Board.

In our monitoring activities, we have, once again, taken note that the Company’s administrative and accountancy system is trustworthy and forms a very valid form of support, not only for the management of various company sectors and areas, but also to assist in monitoring these systems.

Over the course of the control period, as described above, there have been no other significant facts brought to light that would warrant a mention in this report.

We have examined the balance sheet closed on 31/12/2009 to the best of our ability. Given that we were not asked to perform an analytical control of the balance sheet content, we have monitored its general layout, its compliance with laws regarding layout, content and structure and as a result of our controls, we have nothing particular to mention.

To the best of our knowledge, the Directors, in drafting the balance sheet, have not departed from the legal stipulations in accordance with Article 2423, Paragraph 4 of the Italian Civil Code.

We have verified the balance sheet’s correspondence to the events and information we have acquired and following our controls, we have no observations to make on this point.

We acknowledge that the Management Report is set out in a consistent and detailed way and fulfils all informative obligations required by the laws in force.

The body of the report is clear and comprehensible for shareholders and for any interested third parties.

The Management Report was also conjointly set out with regards to Parent Company exercise and the Consolidated Group financial statement for financial year 2009, as it is more suitable to represent the overall trend of the CPL Group.

This statement also applies to the Explanatory Note.

In accordance with Article 2426 of the Italian Civil Code, we have granted our consent to registering the residual sum of research, development and advertising costs in the assets section of the statement of assets and liabilities.

In summary, the Board acknowledges that: the directors have acted in compliance with the Law and Articles of Association and principles of correct management; the organisational, administrative and accounting

structure adopted by the Cooperative has resulted as adequate for the size and operational structure reached in this company; in drafting this Balance Sheet, all the principles stipulated in Article 2423.2 of the Italian Civil Code have been observed, as well as the accounting principles referred to by the Explanatory Note in accordance with Article 2427 of the Italian Civil Code; the layout of the Statement of Assets and Liabilities, together with the Profit and Loss Statement, complies with Articles 2424 and 2425 of the Italian Civil Code and all the legal regulations regarding the individual entries in the Statement of Assets and Liabilities stipulated in Article 2424.2 of the Italian Civil Code have similarly been respected; from the controls undertaken, it has also emerged that the revenue, income, charges and costs were attributed in accordance with the accrual and cash bases principles and in accordance with the legal regulations in this subject; the Explanatory Note contains further necessary indications to complete the information required, including financial information; to the best of the Board of Auditors’ knowledge, the Board of Directors has not departed from legal regulations in accordance with Article 2423 Paragraph 4 of the Italian Civil Code in its drafting of this Balance Sheet; during the financial year, there have been no complaints received by shareholders in accordance with Article 2408 of the Italian Civil Code.

In accordance with Article 2 of Law 59/92, the Statutory Board of Auditors acknowledges that the directors, in the last financial year, acted and managed the company in line with the company aims and in accordance with the Cooperative’s mutual principles.

Shareholders, the Statutory Board of Auditors hereby expresses its favourable opinion in approving the balance sheet closed on 31.12.2009 and for the proposals of the Board of Directors regarding the intended use of the financial year’s profits.

Concordia sulla Secchia, 27 May 2010 Statutory Board of Auditors The Chairman Dr Carlo Alberto Pelliciardi Regular Auditor Dr Mauro Casari Regular Auditor Dr Fausto Ascari

balance sheet 2009

3

page 84

certification report

page 85

certification UNI EN ISO 9001:2000

4

| consolidated balance sheet 2009 |

consolidated balance sheet 2009

4

consolidated balance sheet closed on 31 Dec 2009

balance sheet assets

31 December 2009 Amount in Euro

ASSETS A)

SUBSCRIBED CAPITAL UNPAID requested

B)

Importi in Euro

1,865,121

1,865,121

1,307,851 1,307,851

FIXED ASSETS I

INTANGIBLE FIXED ASSETS: 1)

Set-up and expansion costs

2)

4)

Costs for research, development and advertising Industrial patent rights and intellectual property rights Concessions, licenses, trademarks and other similar rights

5)

Start up

5.2)

Difference of condolidation

6)

Current fixed assets and payments on accounts

7)

3)

II

552,977

237,197

9,937

8,895

0

0

504,566

313,871

4,366

6,009

0

0

2,723,140

2,334,536

Others

19,588,986

13,618,286

Total

23,383,972

16,518,794 Â

TANGIBLE FIXED ASSETS: 1)

Land and buildings

10,539,794

10,226,966

2)

Systems and machinery

66,335,587

84,139,976

3)

Industrial and commercial equipment

557,479

458,590

4)

Other goods

4,831,671

5,366,293

5)

Current fixed assets and payments on accounts

18,090,329

10,712,624

100,354,860

110,904,449

a) subsidiary companies

2,914,716

0

b) associated companies

2,372,777

1,020,002

0

0

Total III

FINANCIAL FIXED ASSETS: 1)

Shares in:

c) parents companies d) other companies 2)

Accounts receivable:

5,065,469 (due within 12 months)

3,868,345 (due within 12 months)

a) from subsidiary companies:

0

105,000

0

40,000

b) from associated companies:

0

4,944,142

0

10,874,000

c) from parent companies:

0

0

0

0

884,507

6,246,012

824,490

1,510,678

d) from other companies:

page 88

31 December 2008 Amount in Euro

page 89

31 December 2009 Amount in Euro

ASSETS 3)

Other accounts receivable

0

15,983

0

1,033

4)

Own shares

0

531,892

0

0

Total

22,195,991

17,314,058

TOTAL FIXED ASSETS

145,934,823

144,737,301

C)

CURRENT ASSETS I

RESIDUE: 1)

Raw and subsidiary materials and consumables

3,459,669

3,888,795

2)

Works in progress and semi-finished works

7,084,984

4,957,187

3)

Works in progress on order

19,250,559

16,505,746

4)

Finished products and merchandise

5,675,216

5,855,338

5)

Payments to accounts

1,526,984

1,718,754

36,997,412

32,925,820

Total II

ACCOUNTS RECEIVABLE:

(due after 12 months)

(due after 12 months)

1)

From trade:

1,791,713

159,026,025

1,490,965

137,325,409

2)

From subsidiary companies:

0

3,502,273

0

893,712

3)

From associated companies:

0

1,277,082

0

809,517

4)

From parent companies:

0

0

0

0

4.2)

Tax Assets

4.3)

Advanced paid tax

0

2,352,543

30,480

1,825,632

5)

Other accounts receivable:

0

8,165,974

0

5,542,215

Total III

3,970,965

3,511,385

178,294,862

149,907,870

FINANCIAL ASSETS NON-FIXED: 1)

Shares in subsidiary companies

20,000

0

2)

Shares in associated companies

0

0

3)

Other shares

0

0

4)

Own shares

0

0

5)

Other securities

84

84

20,084

84

44,363,874

25,337,124

500

70,217

18,591

43,330

44,382,965 259,695,323

25,450,671

208,284,445

5,781,392

6,328,906

413,276,659

360,658,503

Total IV

LIQUID ASSETS 1)

Bank and post office deposits

2)

Cheques

3)

Monies and cash values Total

TOTAL CURRENT ASSETS D)

31 December 2008 Amount in Euro

ACCRUALS AND DEFERRALS: TOTAL assets

consolidated balance sheet 2009

4

consolidated balance sheet closed on 31 Dec 2009

balance sheet liabilities

LIABILITIES: NET EQUITY

A) I

CAPITAL

II

SHARE PREMIUM RESERVE

III

REVALUATION RESERVE

IV

LEGAL RESERVE

V

STATUTORY RESERVES

VI

OWN SHARES RESERVE (HELD IN PORTFOLIO)

VII

OTHER RESERVES:

31 December 2009 Amount in Euro

31 December 2008 Amount in Euro

Importi in Euro 15,938,753

13,558,953

0

0

656,679

656,679

82,158,320

77,140,319

78,184

78,184

531,892

0

a)

CAPITAL ACCOUNT CONTRIBUTIONS 784/80

1,269,396

1,269,396

b)

CONSOLIDATION RESERVE

1,726,778

3,096,761

c)

MERGER PROVISION

235,597

235,597

d)

TRANSLATION RESERVE

(1,416,124)

(874,376)

VIII

PROFITS (LOSS) CARRIED FORWARD

0

0

IX

PROFITS (LOSS) OF FINANCIAL YEAR

11,186,331

5,463,119

TOTAL GROUP NET EQUITY

112,365,806

100,624,632

MINORITY INTEREST CAPITAL AND RESERVES

1,737,011

1,115,596

PROFIT (LOSS) OF MINORITIES

(131,114)

79,118

NET CAPITAL OF MINORITIES

1,605,897

1,194,714

113,971,703

101,819,346

21,526

21,526

234,609

233,177

TOTAL B)

RISK AND CHARGE PROVISIONS: 1)

Lay-off funds and similar

2)

Tax

3)

Others

TOTAL

3,932,389

2,307,990

4,188,524

2,562,693

page 90

C)

EMPLOYMENT SEVERANCE INDEMNITY

D)

ACCOUNTS PAYABLE:

5,796,182 (due after 12 months)

6,132,307 (due after 12 months)

1)

Bonds:

0

0

0

0

2)

Convertible bonds:

0

0

0

0

3)

Accounts payable to shareholders for loans

0

5,660,737

0

4,258,627

4)

Accounts payable to banks:

68,520,018

92,743,011

60,046,242

83,158,176

page 91

31 December 2009 Amount in Euro

LIABILITIES:

31 December 2008 Amount in Euro

5)

Accounts payable to other creditors:

0

4,311,776

0

4,367,927

6)

Payments to accounts::

0

5,978,711

0

10,542,116

7)

Accounts payable to suppliers:

2,607,790

147,909,261

2,053,233

124,182,885

8)

Accounts payable to credit securities:

0

0

0

0

9)

Accounts payable to subsidiary companies:

0

2,215,200

0

0

10)

Accounts payable to associated companies:

0

419,162

0

134,574

11)

Accounts payable to parent companies:

0

0

0

0

12)

Tax liabilities:

0

11,417,379

0

7,273,227

13)

Accounts payable to pension companies and NI:

0

4,450,611

0

4,166,163

14)

Other accounts payable:

593,432

13,259,081

208,297

11,583,340

Total E)

ACCRUALS AND DEFERRALS: TOTAL LIABILTIES

288,364,929

249,667,035

955,321

477,122

413,276,659

360,658,503

MEMORANDUM ACCOUNTS: I)

Guarantees provided - Sureties - Real guarantees

143,709,645

130,417,683

1,294,000

60,794,000

Total II)

145,003,645

191,211,683

Other memorandum accounts - Subject to collection of bills - Others

Total TOTAL MEMORANDUM ACCOUNTS

70,097

25,650

49,237,217

8,746,820 49,307,314

8,772,470

194,310,958

199,984,153

consolidated balance sheet 2009

4

income statement PROFIT AND LOSS STATEMENT: A)

31 December 2009 Amount in Euro

31 December 2008 Amount in Euro

PRODUCTION VALUE: 1)

Sales and services revenue

273,434,698

233,464,825

2)

Variations in residue of works in progress, semi-finished works and finished works

19,406

576,641

3)

Variations in works in progress on order

4,218,113

2,641,285

4)

Increased fixed assets for internal works

33,330,291

22,465,251

5)

Other income and revenue: - various - contributions for operating expenses

7,294,919 25,588

Total

2,436,395 7,320,507

23,758

2,460,153

318,323,015

261,608,155 Â

B) 6) 7)

PRODUCTION COSTS: For raw and subsidiary materials, consumables and merchandise For services

8)

For asset leasing

9)

For staff:

89,412,039

100,320,174

86,395,614

13,043,466

10,512,305

a) salaries and wages

38,268,106

34,047,694

b) national insurance charges

11,789,523

10,561,451

c) employment severance indemnity d) lay-off funds and similar 10)

113,228,853

2,200,246 0

2,094,181 52,257,875

0

46,703,326

Amortisations and depreciations: a) intangible fixed asset amortisation

5,478,904

4,798,687

b) tangible fixed asset amortisation

5,372,843

4,538,904

0

0

c) other fixed asset depreciations d) depreciation on current securities and cash assets

1,395,636

12,247,383

783,269

10,120,860

11)

Variations in residue of raw and subsidiary materials, consumables and merchandise

12)

Risk provision

13)

Other provisions

1,835,663

820,812

14)

Various management charges

4,610,026

3,214,075

Total

876,791

673,653

0

0

298,420,231

247,852,684 Â

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

19,902,784

13,755,471

FINANCIAL INCOME AND CHARGES: 15)

Income from shares: - in subsidiary companies - in associated companies - in other companies

16)

0

0

0 59,546

0 59,546

61,928

Other financial income: a) from fixed asset securities:

page 92

- in subsidiary companies

0

0

- in associated companies

0

0

- from parent companies

0

0

61,928

page 93

PROFIT AND LOSS STATEMENT: - from other companies

31 December 2009 Amount in Euro 0

0

31 December 2008 Amount in Euro 0

0

b) from non-share fixed assets securities c) from non-share current assets securities d) income differing from previous income: - in subsidiary companies

146

0

- in associated companies

88,941

11,109

0

0

- from parent companies - from other companies 17)

450,300

539,387

544,706

555,815

3,340,263

3,340,263

5,062,822

5,062,822

203,263

203,996

297,175

297,175

interest and other financial charges: - in subsidiary companies - in associated companies - from parent companies - from other companies

17.2)

PROFITS AND LOSS DUE TO FOREIGN CURRENCY EXCHANGE - Profits and loss due to foreign currency exchange Total ( 15 + 16 - 17 - 17.2 )

D)

(2,945,326)

(4,742,254)

ADJUSTMENT TO VALUE OF FINANCIAL ASSETS: 18)

Revaluations: a) of shares

19)

503,753

b) of non-share financial fixed assets

0

c) of non-share current asset securities

0

0 503,753

0

714,740

Depreciations: a) of shares

1,951,962

14,647

b) of non-share financial fixed assets

0

541

c) of non-share current asset securities

0

Total Adjustments ( 18 - 19 ) E)

714,740

1,951,962

115,797

130,985

(1,448,209)

583,755

EXTRAORDINARY INCOME AND CHARGES: 20)

Income: a) capital gains on sale which cannot be entered at N° 5) b) Capital account contributions c) Other

21)

150,000

0

0 603,079

0 753,079

474,498

474,498

Charges: a) capital losses from sale which cannot be entered at N° 14) b) tax for previous financial years c) other Total extraordinary income and charges ( 20 - 21 )

0

0

2,100

169,765

41,824

43,924

78,988

248,753

709,155

225,745

RESULT BEFORE TAX ( A - B ± C ± D ± E ) 22) 26)

Financial Year income tax owed, deferred and advanced paid PROFIT (LOSS) FOR FINANCIAL YEAR (PROFIT) LOSS ATTRIBUTABLE TO MINORITY INTERESTS PROFIT (LOSS) ATTRIBUTABLE TO SHAREHOLDERS OF PARENT COMPANY

16,218,404

9,822,717

(5,163,187)

(4,280,480)

11,055,217

5,542,237

131,114

(79,118)

11,186,331

5,463,119

consolidated balance sheet 2009

4

gas - methane and gpl company balance statement at 31 December 2009

BALANCE SHEET PERCENTAGE OF POSSESSION ACTIVITY Total credits towards Shareholders for deposits due Total intangible fixed assets Total tangible fixed assets Total Financial fixed assets Total fixed assets

MARIGLIANO GAS S.r.l.

CPL DISTRIBUZIONE S.r.l.

COOPGAS S.r.l.

100,0%

100,0%

100%

ISCHIA GAS PROGAS S.r.l.

METANO S.r.l. SI.GAS S.r.l.

100%

70%

100%

-

-

-

-

-

-

1,440

663,894

15,097

189,992

1,152

-

9,459,302

33,737,321

1,458

8,964,458

298,450

-

16,164

4,601,145

664,343

22,210

-

8,800,000

9,476,906

39,002,359

680,897

9,176,660

299,602

8,800,000

Total stocks

-

-

4,105,128

-

-

-

Total credits

1,051,877

3,987,391

8,637,423

4,524,741

26,931

801,274

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

-

-

-

-

-

-

3,682

7,184,730

716,252

50,180

8,521

490,181

1,055,559

11,172,121

13,458,803

4,574,921

35,452

1,291,455

30,856

360,089

73,295

68,168

563

-

10,563,321

50,534,569

14,212,995

13,819,749

335,617

10,091,455

3,880,404

4,207,143

6,247,614

2,681,206

203,266

9,466,095

25,295

828,279

161,720

-

-

-

-

123,115

62,969

-

-

-

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

5,070,048

35,078,804

1,495,153

3,474,344

65,000

406

Business Debts Total liability accruals and deferrals TOTAL LIABILITIES

1,571,499

10,257,147

6,236,959

7,659,721

67,351

624,516

16,075

40,081

8,581

4,478

-

438

10,563,321

50,534,569

14,212,995

13,819,749

335,617

10,091,455

1,254,020

4,924,657

22,000,226

73,370

-

2,547,033

Total production costs

(501,633)

(4,180,314)

(20,364,278)

(174,169)

(11,445)

(1,918,552)

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

(152,988 )

(403,822)

74,931

1,402

322

(82,561)

-

-

-

-

-

-

-

-

-

-

-

-

599,399

340,522

1,710,879

(99,397)

(11,122)

545,920

Taxes on the financial year income

(156,536)

(133,379)

(62,873)

27,179

-

(194,585)

Financial year result

442,863

207,143

1,648,006

(72,218)

(11,122)

351,335

INCOME STATEMENT Total production value

Pre-tax result

page 94

page 95

gas - methane and gpl company balance statement at 31 December 2009

BALANCE SHEET PERCENTAGE OF POSSESSION

ERREGAS S.r.l.

FONTENERGIA 4 S.r.l.

FONTENERGIA 6 S.r.l.

100%

70%

90%

ACTIVITY Total credits towards Shareholders for deposits due

-

937,500

1,462,500

180,164

4,088

6,425

6,359,007

358,006

218,582

8,521

-

-

6,547,692

362,094

225,007

Total stocks

68,781

-

-

Total credits

1,015,338

28,425

40,403

-

-

-

69,228

99,969

244,815

1,153,347

128,395

285,218

15,129

-

-

7,716,167

1,427,988

1,972,725

1,389,619

1,244,010

1,947,889

1,492

-

-

Total intangible fixed assets Total tangible fixed assets Total Financial fixed assets Total fixed assets

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

8,674

-

-

Financial Debts

Severance indemnity

5,750,000

-

-

Business Debts

555,459

183,978

24,836

Total liability accruals and deferrals

10,922

-

-

7,716,167

1,427,988

1,972,725

Total production value

1,634,757

-

-

Total production costs

(1,388,413)

(6,066)

(2,128)

(192,610 )

77

17

Total financial proceeds value rectifications

-

-

-

Extraordinary income and burdens

-

-

-

53,734

(5,990)

(2,111 )

1,068

-

-

54,802

(5,990)

(2,111)

TOTAL LIABILITIES INCOME STATEMENT

Total income and financial burden

Pre-tax result Taxes on the financial year income Financial year result

consolidated balance sheet 2009

4

energy company balance statement at 31 December 2009

BALANCE SHEET PERCENTUALI DI POSSESSO

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

ENERGIA DELLA CONCORDIA S.r.l.

VIGNOLA ENERGIA S.r.l.

SERIO ENERGIA S.r.l.

50%

100%

99%

40%

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

-

-

375,000

-

4,524,933

-

3,210

9,038

Total tangible fixed assets

1,550,504

6,815,033

220,490

2,639,801

Total Financial fixed assets

76,426

14,596

556

4,008

6,151,863

6,829,629

224,257

2,652,847

Total stocks

1,688,045

-

-

-

Total credits

21,689,480

1,184,004

8,197

490,310

Total fixed assets

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

168

-

-

-

772,413

101,194

83,029

42,528

24,150,106

1,285,199

91,226

532,838

17,445

22,984

624

5,500

30,319,414

8,137,812

691,106

3,191,185

2,896,666

595,553

495,275

1,461,457

-

-

-

-

431,091

-

-

-

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

15,548,118

3,600,000

-

1,219,414

Business Debts

11,406,363

3,937,259

195,832

510,085

37,176

5,000

-

229

30,319,414

8,137,812

691,106

3,191,185

Total production value

25,387,952

720,524

-

2,055,745

Total production costs

(24,235,128)

(547,491)

(5,362)

(1,561,732)

(285,770)

(90,135 )

637

(48,556)

-

-

-

-

-

-

-

-

867,054

82,899

(4,725)

445,457

Taxes on the financial year income

(380,009)

(21,343)

0

(121,089)

Financial year result

487,045

61,556

(4,725)

324,368

Total liability accruals and deferrals TOTAL LIABILITIES INCOME STATEMENT

Total income and financial burden Total financial proceeds value rectifications Extraordinary income and burdens Pre-tax result

page 96

page 97

foreign company balance statements at 31 December 2009

BALANCE SHEET PERCENTAGE OF POSSESSION ACTIVITY Total credits towards Shareholders for deposits due Total intangible fixed assets Total tangible fixed assets Total Financial fixed assets

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

CPL MAGHREB SERVICE S.r.l.

CPL CONCORDIA FILIALA CLUJ S.r.l.

AI POWER S.p.A.

100,0%

90,0%

100%

54%

-

-

-

67,450

12,604

-

428,065

12,787

0

-

10,690,104

35,756

16,612

-

6,071

2,630

29,216

-

11,124,240

51,173

Total stocks

-

-

538,654

111,327

Total credits

800,341

-

1,221,402

500,650

Total fixed assets

Total non fixed assets

-

-

-

-

8,844

2,331

286,824

125,878

809,185

2,331

2,046,879

737,856

-

-

-

179,778

838,401

2,331

13,171,119

1,036,256

298,138

1,857

9,020,017

221,890

Total Risks and expenses funds

-

-

218,844

-

Severance indemnity

-

-

-

-

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

Financial Debts

170,000

-

3,199,166

-

Business Debts

370,263

474

733,092

814,367

-

-

-

-

838,401

2,331

13,171,119

1,036,256

Total production value

61,684

-

6,458,280

700,869

Total production costs

(177,258)

(2,440)

(5,548,700 )

(664,937)

37

81

(284,237)

(389)

-

-

-

-

Extraordinary income and burdens

(19,203 )

-

-

-

Pre-tax result

(134,740)

(2,359)

625,343

35,543

-

-

(85,405)

(8,726)

(134,740)

(2,359)

539,938

26,818

Total liability accruals and deferrals TOTAL LIABILITIES INCOME STATEMENT

Total income and financial burden Total financial proceeds value rectifications

Taxes on the financial year income Financial year result

consolidated balance sheet 2009

4

other controlled company balance statement at 31 December 2009

BALANCE SHEET PERCENTAGE OF POSSESSION ACTIVITY Total credits towards Shareholders for deposits due Total intangible fixed assets

IMMOBILIARE DELLA CONCORDIA S.r.l.

NUORO SERVIZI S.r.l.

GHIRLANDINA SPORT S.r.l.

100%

44%

75%

Total tangible fixed assets Total Financial fixed assets

-

-

-

35,451

-

2,137

7,011,013

-

-

23,803

13,176

112,500

7,070,266

13,176

114,637

Total stocks

2,065,518

-

-

Total credits

504,106

5,422,943

21

Total fixed assets

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

-

-

-

162,602

125

4,407

2,732,226

5,423,068

4,428

7,901

-

3,201

9,810,393

5,436,244

122,266

Total net equity

7,752,543

24,054

-82,506

Total Risks and expenses funds

15,765

19,037

138,684

Severance indemnity

49,671

-

-

Financial Debts

1,185,339

2,882,260

63,000

Business Debts

795,396

2,510,892

3,089

Total liability accruals and deferrals

11,677

-

-

TOTAL LIABILITIES

9,810,393

INCOME STATEMENT

5,436,244

1,914,621

Total production costs

122,266

Total production value

5,395

-

(1,904,939)

(59,377)

(2,519)

(3,336)

(209,042)

(53)

Total financial proceeds value rectifications

-

-

(737,963)

Extraordinary income and burdens

-

-

-

Total income and financial burden

Pre-tax result

page 98

6,346

(263,024)

(740,535)

Taxes on the financial year income

(21,597)

(29)

0

Financial year result

(15,251)

(263,053)

(740,535)

page 99

summary other connected companies essential data for the annual balance statement at 31 December 2009

COMPANY FONTENERGIA S.p.A.

NET EQUITY

PERIOD RESULT

CPL QUOTA

7,267,128

32,464

49%

SARDA FINANZIARIA S.r.l.

592,361

(25,591)

30%

SARDA RETI COSTRUZIONI S.r.l.

803,984

2,171

30%

TECLAB S.r.l.

164,494

20,426

35%

COMPAGRI

739,581

(92,388)

22%

6,739

(3,262)

20%

X DATANET S.r.l.

158,092

51,614

30%

PEGOGNAGA SERVIZI S.r.l.

213,640

34,615

50%

COIMMGEST S.p.A.

315,175

141,413

45%

70,756

(49,244)

45%

210,772

128,370

25%

(656,633)

(7,921,422)

16,88

AGRIENERGIA SOC. CONS.

INTERENERGIA S.p.A. IES SOLARE S.r.l.

MODENA CALCIO F.C. S.p.A.

consolidated balance sheet 2009

4

board of auditors report for the consolidated annual balance statement at 31 December 2009

Dear Shareholders following the duties assigned to us in accordance with Article 41 of Legislative Decree N째 127 of 9 April 1991, we have performed controls on the consolidated balance sheet for the CPL Group, together with the management report regarding Financial Year 2009.

In summary, the Consolidated Balance Sheet of the CPL Group closed on 31/12/2009 presents the following statistics given in Euro:

assets Subscribed Capital Unpaid

1,865,121

Fixed Assets

145,934,823

Current Assets

259,695,323

Asset Accruals and Deferrals Total Assets

5,781,392 413,276,659

liabilities Net Group Equity Capital and Third Party Reserves Total Net Equity

1,605,897 113,971,703

Risk and Charge Provisions

4,188,524

Employment Severance Indemnity

5,796,182

Accounts Payable Liability Accruals and Deferrals Total Liabilities

The Memorandum Accounts balance at EUR 194,310,958.

page 100

112,365,806

288,364,929 955,321 413,276,659

page 101

consolidated financial statement for fy 2009 Production Value

318,323,015

Production Costs

(298,420,231)

Difference between Production Value and Costs

19,902,784

Financial Income and Charges

(2,945,326)

Adjustments to Value of Financial Assets

(1,448,209)

Extraordinary Income and Charges

709,155

Results Before Tax

16,218,404

Financial Year Income Tax (current tax – deferred – advanced paid)

(5,163,187)

Financial Year Profit Attributable to Minority Interests Attributable to Shareholders of Parent Company

The Balance Sheet was drafted in accordance with stipulations in Legislative Decree N° 127 of 9 April 1991 and all accounting principles stipulated by the National Council of Accountants and Auditors and, where necessary, by the International Accounting Standards Board (so-called I.A.S. principles, now I.F.R.S.) have been adopted.

The company balance sheets inserted in the consolidated balance sheet were examined by the companies’ respective Statutory Board of Auditors and/or by the audit company PriceWaterhouseCoopers S.p.A in its stead, as a Statutory Board of Auditors is not a legal requirement.

Based on the controls undertaken, the Board of Auditors has ascertained the following: lthe companies included in the consolidation field are correctly identified and correspond to the requisites of subsidiary companies as stipulated by the aforementioned law; lthe information provided by the companies included in the consolidation field to the parent company comply with the assessment criteria, the layout and the content defined by the parent company, as confirmed by the administrative bodies of each consolidated company; lthe information received was correctly used by the parent company to draft this consolidated balance sheet together with the results of its own accounts; the assessment criteria and consolidation principles adopted comply with the regulations of reference, as also applies to the consolidation criteria and method themselves; lfrom the balance sheets of the companies included in the consolidation field, appropriately reclassified, the assets and liabilities elements were taken in their entirety, as well as the costs and revenue, in

11,055,217 131,114 11,186,331

accordance with the integral consolidation criteria and method; lall significant operations, both in terms of value and consequences within the group, which have taken place between the companies included in the consolidation field – particularly accounts payable/accounts receivable, costs/revenue and capital gains – were removed; as a result, the Board adopted the integral consolidation method in cases of real control and management related issues for subsidiaries for the other companies, the Board proceeded with the Net Equity method; we have given our consent for set-up and expansion costs and research, development and advertising costs to be included in the balance sheet, of EUR 552,977 and EUR 9,937 respectively; the explanatory note contains all information required by the regulations of reference; the data and information contained in the Management Report respect the content required

by Article 40 of Legislative Decree 127/91 and contextually include those from the Statutory Consolidated Financial Statement.

In our opinion, this consolidated balance sheet represents the financial asset situation and the economic result of the leading group of the CPL Concordia cooperative in a correct way for the financial year ending on 31/12/2009, in accordance with the regulations which apply to drafting a consolidated balance sheet.

Concordia sulla Secchia, 27 May 2010 Statutory Board of Auditors Pelliciardi Dott. Carlo Alberto (Chairman) Ascari Rag. Fausto Casari Dott. Mauro

consolidated balance sheet 2009

4

page 102

certification report

page 104

these annual accounts were prepared by: Massimo Continati

Administration Manager

Pierluigi Capelli

Finance Manager

Paolo Cavicchioli

Cost Accounting Office

Marco Dal Dosso

Management Control Office

Anna Gelatti

Management Control Office

Communications and Press Office

Gabriele Greco

Enrica Bergonzini Strategie Grafiche

Graphics and layout

Printed on 31/07/2010

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