Agreement with A2A

On December 22, 2009, Terna, through its subsidiary TELAT, signed an agreement with A2A for the acquisition of the entire share capital in Retrasm, a transmission company that owns a portion of the NTG and which is a wholly owned subsidiary of A2A.
Based on this agreement, on January 26, 2010, A2A also transferred the high-voltage lines owned by A2A Reti Elettriche S.p.A., a wholly owned subsidiary of A2A, to Retrasm by way of the partial demerger of A2A Reti Elettriche. The assets transferred included 108 kilometres of power lines and the substations related to these lines located at 22 primary stations, as well as related legal relationships (collectively the “High-Voltage Power Grid”).
The total payment agreed upon for the sale was €36.5 million. The purchase price, which is to be paid in full upon closing the deal, is to be reduced by the value of Retrasm’s net debt as of that date.
This transaction will enable the Terna Group to further increase its ownership of the NTG, adding 0.38% of the NTG (based on 2008 size) to reach a total of approximately 99%.
Finally, the transfer of ownership of the equity is subject to the approval of the Antitrust Authority, and is conditioned upon completion of the aforementioned demerger and the inclusion of Retrasm’s High-Voltage Power Grid into the NTG by the competent authorities.