(2) Half-yearly financial report at June 30, 2012

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(1)WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 201! Half-yearly financial report at June 30, 2012.

(2) Half-yearly financial report at June 30, 2012. Contents. 0.1 Performance indicators and corporate information 5. The A2A Group at June 30, 2012. 6. Financial Highlights. 8. A2A S.p.A. on the Stock Exchange. 11. Corporate Boards. 13. Significant events during the period. 23. Summary of results, assets and liabilities and financial position of the A2A. 1. Group 30. Significant events after June 30, 2012. 32. Consolidated balance sheet. 34. Consolidated income statement. 36. Consolidated statement of comprehensive income. 37. Consolidated cash flow statement. 38. Consolidated statement of changes in equity. 40. Consolidated balance sheet pursuant to Consob Resolution no. 17221 of March 12, 2010. 42. Consolidated income statement pursuant to Consob Resolution no. 17221 of March 12, 2010. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 0.2 Condensed half-year consolidated financial statements.

(3) Half-yearly financial report at June 30, 2012 Contents. 0.2.1 Notes to the condensed half-year consolidated financial statements General information on A2A S.p.A.. 46. Half-yearly financial report. 47. Financial statements. 48. Basis of preparation. 49. Changes in international accounting standards. 56. Scope of consolidation. 57. Consolidation policies and procedures. 69. Seasonal nature of the business. 70. A2A Group – Areas of activity. 71. Geographical areas of activity. 72. Results sector by sector. 74. Notes to the balance sheet. 93. Net debt. 94. Notes to the income statement. 101. Earnings per share. 102. Note on related party transactions. 107. Consob Communication no. DEM/6064293 of July 28, 2006. 108. Guarantees and commitments with third parties. 109. Other information. 0.2.2 Attachments to the condensed half-year consolidated financial statements 152. 1. Statement of changes in tangible assets. 154. 2. Statement of changes in intangible assets. 156. 3. List of companies included in the consolidated financial statements. 158. 4. List of shareholdings in companies carried at equity. 160. 5. List of companies included in the consolidated financial statements of the Ecodeco Group. 162. 6. List of companies included in the consolidated financial statements of the Coriance Group. 164. 7. List of financial assets available for sale. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 2. 45.

(4) Half-yearly financial report at June 30, 2012 Contents. 0.3 Interim report on operations 167. Results sector by sector. 169. Macroeconomic scenario. 173. Performance of the energy market. 177. Energy Sector. 194. Heat and Services Sector. 199. Environment Sector. 205. Networks Sector. 225. Other Services and Corporate Sector. 227. Outlook for operations. 228. Human resources and industrial relations. 229. Corporate Social Responsibility. 233. Innovation, development and research. 240. Risks and uncertainties. 0.4 Certification of the condensed half-yearly financial statements pursuant to article 154-bis paragraph 5 of Legislative Decree no. 58/98 267. 3. Certification of the condensed half-yearly financial statements pursuant to article 154-bis paragraph 5 of Legislative Decree no. 58/98. 0.5 Independent Auditor’s report Independent Auditor’s report. This is a translation of the Italian original “Relazione finanziaria semestrale al 30 giugno 2012” and has been prepared solely for the convenience of international readers. In the event of any ambiguity the Italian text will prevail. The Italian original is available on the website www.a2a.eu. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 269.

(5) WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 0.1. Performance indicators and corporate information.

(6) Half-yearly financial report at June 30, 2012. The A2A Group at June 30, 2012 A2A S.p.A.. Delmi (3). 100.00%. 100.00%. 100.00%. 100.00%. 100.00%. 100.00%. 100.00%. A2A Trading. A2A Energia. A2A Calore & Servizi. Amsa. A2A Reti Elettriche. A2A Reti Gas. Selene. 70.00%. 70.00%. 33.33%. 98.08%. 100.00%. 100.00%. 100.00%. 100.00%. Edipower. A2A Alfa. Lumenergia. A2A Coriance. Ecodeco. A2A Ciclo Idrico. A2A Servizi alla distribuzione. A2A Logistica. 90.00%. 20.00%. Edipower (1). 50.00%. 43.70%. 100.00%. 99.99%. Premiumgas. EPCG. Coriance. Aprica. Aspem (3). 91.60%. 25.7%. Retragas. Metroweb. 100.00%. 70.00%. 39.49%. 60.00%. 100.00%. 74.50%. 21.94%. Aspem Energia. Plurigas. Rudnik Uglja ad Pljevlja. Proaris. Partenope Ambiente. Camuna Energia. ACSM-AGAM. 48.86%. 7.9%. 100.00% Abruzzoenergia. ASVT (2). Dolomiti Energia 5. 50.00% Ergosud. 50.00% Metamer. Areas of activity Energy Heat and services Environment Networks Other companies. (1) A2A S.p.A. holds 20% of the interest in Edipower directly. (2) Of which 0.38% held through A2A Reti Gas. (3) There are put options on an additional interest in the company’s share capital. This chart shows the main investments of the A2A Group. For full details of investments reference should be made to Attachments 3, 4, 5, 6 and 7.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 51.00%.

(7) Half-yearly financial report at June 30, 2012. Financial Highlights (1). Gross operating income Net profit. Income statement figures 6. Millions of euro. 3,290 million euro 484 million euro 116 million euro 01 01 2012 06 30 2012. 01 01 2011 06 30 2011. Revenues. 3,290. 3,011. Operating expenses. (2,517). (2,264). Labour costs. (289). (282). Gross operating income. 484. 465. Depreciation, amortization, provisions and write-downs. (204). (246). Net operating income. 280. 219. Financial balance. (80). (50). Other non-operating income Other non-operating expenses Income before taxes Income taxes Net result from non-current assets held for sale Minorities Group net profit for the period Gross operating income/revenues. (1) The figures serve as performance indicators as required by CESRN/05/178/B.. – – 200. 1 (5) 165. (91). (73). 13. 12. (6). 16. 116. 120. 14.7%. 15.4%. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. Revenues.

(8) Half-yearly financial report at June 30, 2012 Financial Highlights. Balance sheet figures. 06 30 2012. 12 31 2011. Millions of euro Net capital employed. 8,478. 7,614. Total equity attributable to the Group and minorities. 3,618. 3,593. (4,860). (4,021). Consolidated net financial position Consolidated net financial position/Equity attributable to the Group and minorities. 1.34. 1.12. Consolidated net financial position/Average market capitalisation. 2.56. 1.31. Financial data Millions of euro Net cash from operating activities Net cash (used in) investing activities Free cash flow. Key figures of A2A S.p.A.. 01 01 2012 06 30 2012. 01 01 2011 06 30 2011. 426. 387. (244). (52). 182. 335. 06 30 2012. 12 31 2011. Share capital (euro). 1,629,110,744. 1,629,110,744. Number of ordinary shares (par value 0.52 euro). 3,132,905,277. 3,132,905,277. Number of treasury shares (par value 0.52 euro). 26,917,609. 26,917,609. Key indicators. 06 30 2012. 06 30 2011. Average 6-month Euribor. 1.163%. 1.530%. Average price of Brent crude (US$/bbl). 113.60. 111.13. Average exchange rate euro/US$ (*). 1.30. 1.40. Average price of Brent crude (euro/bbl). 87.49. 79.11. Average price of coal (euro/tonne). 73.30. 88.33. (*) Source: Italian Foreign Exchange Office. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 7.

(9) Half-yearly financial report at June 30, 2012. A2A on the Stock Exchange. A2A in figures 1,324. Average capitalization in the first half of 2012 (million euro):. 1,895. Average volumes in the first half of 2012:. 18,698,246. Average price in the first half of 2012 (*). 0.605. Maximum price in the first half of 2012 (*). 0.793. Minimum price in the first half 2012 (*). 0.393. Number of shares. 3,132,905,277. (*) euro per share Source: Bloomberg. A2A distributed a dividend of 0.013 euro per share on June 21, 2012.. A2A forms part of the following indices FTSE MIB STOXX Europe 600 EUROSTOXX DJ Italy WisdomTree S&P Developed Ex-US. Ethical indices ECPI Ethical Index EMU Axia Sustainable Index Solactive Climate Change Index FTSE ECPI Italia SRI Benchmark Source: Bloomberg. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 8. Capitalization at June 30, 2012 (million euro):.

(10) Half-yearly financial report at June 30, 2012 A2A on the Stock Exchange. Shareholdings (*). 9. (*) Holdings greater than 2% (updated to June 30, 2012) Source: CONSOB. Rating. Standard & Poor’s. M/L Term Rating. BBB. Short Term Rating. A–2. Outlook Moody’s. M/L Term Rating Outlook. Source: rating agencies. Negative Baa2 (under review for downgrade) Negative. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. Current.

(11) Half-yearly financial report at June 30, 2012 A2A on the Stock Exchange. A2A in the first half of 2012. A2A v FTSE MIB. Source: Bloomberg. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 10.

(12) Half-yearly financial report at June 30, 2012. Corporate Boards. SUPERVISORY BOARD CHAIRMAN Pippo Ranci Ortigosa DEPUTY CHAIRMAN Fausto Di Mezza. MANAGEMENT BOARD CHAIRMAN Graziano Tarantini DEPUTY CHAIRMAN Francesco Silva DIRECTORS Giambattista Brivio Stefano Cao Bruno Caparini Maria Elena Cappello Renato Ravanelli Paolo Rossetti. 11. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. DIRECTORS Marco Baga Alessandro Berdini Marina Brogi Michaela Castelli Mario Cocchi Marco Manzoli Enrico Giorgio Mattinzoli Marco Miccinesi Andrea Mina Stefano Pareglio Massimo Perona Norberto Rosini Angelo Teodoro Zanotti.

(13) Half-yearly financial report at June 30, 2012 Corporate Boards. GENERAL MANAGERS CORPORATE AND MARKET AREA Renato Ravanelli TECHNICAL-OPERATIONS AREA Paolo Rossetti. INDEPENDENT AUDITORS PRICEWATERHOUSECOOPERS S.P.A.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 12.

(14) Half-yearly financial report at June 30, 2012. Significant events during the period. A2A S.p.A. confirmed in the ECPI Ethical EMU Equity index ECPI has confirmed the listing of A2A S.p.A. in the ECPI Ethical EMU Equity index on the basis of an assessment conducted at the end of last year. Using a screening method, this index selects and assesses the top 150 companies listed on the EMU (Economic and Monetary Union) market. These companies are selected from those with a high capitalization and with the best requisites in terms of sustainability under a method based on a series of indicators that take into consideration matters of an environmental, social and corporate governance. 13. nature. A2A S.p.A. has been listed in the index since 2008.. A2A S.p.A.: the EIB provides funding of 95 million euro for the development of district heating On January 13, 2012, A2A S.p.A. signed an agreement with the European Investment Bank (EIB) for a loan of 95 million euro to fund projects to develop the district heating networks in the Milan metropolitan area (in particular in the municipalities of Milan, Novate contribution of the heat generated by the already existing waste to energy plants and cogeneration plants and increase the production of heat from renewable sources by the A2A Group. Under its funding parameters the European Investment Bank made a positive assessment of the investment programs that the A2A Group plans to put into practice in the five-year period from 2011 to 2015 to optimize and expand the district heating network and thermal capacity. In the EIB’s view the projects are in line with the funding criteria in the energy sector as they will optimize the heat production mix and will reduce the use of fossil fuels, thus contributing to achieving the objectives set by the European Union. The loan, which has a term of 15 years, will additionally enable A2A S.p.A. to extend its average debt term and diversify its sources of debt.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. Milanese and Sesto San Giovanni). The aim of these projects is to maximize the.

(15) Half-yearly financial report at June 30, 2012 Significant events during the period. A2A S.p.A: appointment of the Chairman and a member of the Management Board On February 17, 2012, the Supervisory Board of A2A S.p.A. met under the chairmanship of Mr. Graziano Tarantini and pursuant to the bylaws appointed Prof. Carlo Secchi as a member of the Management Board of A2A S.p.A.. The Supervisory Board additionally appointed the Management Board member Mr. Giuseppe Sala as Chairman of the Management Board of A2A S.p.A.. The Management Board as thus supplemented remained in office until the first meeting of the Supervisory Board following its renewal at the shareholders’ general meeting of May 29, 2012.. A2A S.p.A.: sale of the shareholding in e-utile S.p.A. A2A S.p.A. has sold 49% of e-utile S.p.A. to Atos, an international company operating in the IT services sector. Atos recently acquired the remaining 51% of e-utile S.p.A. from Siemens IT Solutions and Services. 14. e-utile S.p.A. provides IT services to the A2A Group and to the free market. A2A S.p.A. received proceeds of approximately 10.3 million euro from the disposal, realizing a consolidated capital gain of over 8 million euro. In this way the A2A Group continued its process of rationalizing its investment portfolio and concentrating on its core business.. Ecodeco Group: a new waste treatment plant is opened in Spain On April 11, 2012, a new plant for the mechanical-biological treatment of urban solid waste in the province of Castellón in the community of Valencia (Spain). The plant which works on the residual fraction of the differentiated collection of the urban solid waste produced by 49 municipalities in the northern part of the province of Castellón has a treatment capacity of 130,000 tonnes a year and was built by a business consortium consisting of Teconma, Azahar and Ecodeco S.r.l.. As well as providing the technology, the A2A Group company also built the electronic section of the waste treatment process. Under the plant’s industrial process, after the recovery of the recyclable materials such as metals, plastic and paper, the biodessicated material is pressed and then sent to the service landfill, built and managed by the same business consortium. The total value of the investment is approximately 40 million euro. In addition to payment for the work it performed, Ecodeco S.r.l., which has an interest of 30%, will also receive royalties for 20 years.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. which uses the Biocubi process patented by Ecodeco S.r.l. was opened at Cervera del Maestre.

(16) Half-yearly financial report at June 30, 2012 Significant events during the period. The Supervisory Board of A2A S.p.A. approves the 2011 financial statements On April 26, 2012, the Supervisory Board met under the chairmanship of Mr. Graziano Tarantini and approved the A2A Group’s separate financial statements and consolidated annual financial report at December 31, 2011. The Supervisory Board also approved the Management Board’s proposal to submit for shareholders’ approval the payment of a dividend of 0.013 euro per ordinary share, to be paid from June 21, 2012 (coupon detachment on June 18, 2012).. The Edison/Edipower operation is finalized On January 31, 2012, the Shareholders’ Committee, the Shareholders’ General Meeting and the Board of Directors of Delmi S.p.A. unanimously approved the transaction for the sale of the company’s investment in Transalpina di Energia S.r.l. (which holds approximately 61% of Edison S.p.A.) to Edf S.A. and the purchase of 70% of Edipower S.p.A. from Edison S.p.A. and Alpiq S.A., in accordance with the agreements of December 26, 2011.. 15. On February 15, 2012, A2A S.p.A., Delmi S.p.A., Edf S.A., Edison S.p.A. and Alpiq S.A. signed the final agreements envisaged in the preliminary agreement of December 26, 2011 concerning the reorganization of the shareholdings in Edison S.p.A. and Edipower S.p.A.. More specifically, Delmi S.p.A. acquired 70% of Edipower S.p.A. from Edison S.p.A. (which held 50%) and Alpiq S.A. (which held 20%) at an overall price of 804 million euro. Edf S.A. acquired. 50% of Transalpina di Energia S.r.l., from Delmi S.p.A.; Edf S.A. already held the other 50% in Transalpina di Energia S.r.l., which in turn held 61.3% of the capital with voting rights of Edison supply of gas by Edison S.p.A. to Edipower S.p.A. were settled; this will meet 50% of Edipower S.p.A.’s requirements for a period of 6 years at market conditions. The following agreements were subsequently signed on May 5, 2012: (i) an agreement between A2A S.p.A. and Delmi S.p.A. on the one hand, and Edf S.A. on the other, partially amending the agreement signed by these parties on February 15, 2012 and establishing that the price of the 50% interest in Transalpina di Energia S.r.l., owned by Delmi S.p.A. and to be sold to Edf S.A., had risen from 704,372,600 euro to 783,748,900 euro, as well as obliging Delmi S.p.A. to pay Edf S.A. 50% of the higher sum that EDF S.A. may be required to incur as a result of the mandatory public tender offer for Edison S.p.A. shares at 0.89 euro per share (instead of 0.84 euro per share), up to a maximum of 25,100,000 euro;. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. S.p.A., at a price of 704 million euro. In addition, the main elements of an agreement for the.

(17) Half-yearly financial report at June 30, 2012 Significant events during the period. (ii) an agreement between A2A S.p.A. and Delmi S.p.A. on the one hand, and Edison S.p.A and Alpiq S.A. on the other, partially amending the agreement signed by these parties on February 15, 2012 and establishing that the price of the 50% interest in Edipower S.p.A., owned by Edison S.p.A and to be sold to Delmi S.p.A., had risen from 604,372,600 euro to 683,748,900 euro, thereby taking the overall price for the 70% interest in Edipower S.p.A. from 804,372,600 euro to 883,748,900 euro. On May 24, 2012, in execution of the agreements signed on February 15, 2012 and subsequently amended on May 5, 2012 between A2A S.p.A., Delmi S.p.A. and Edf S.A. and between A2A S.p.A., Delmi S.p.A., Edison S.p.A. and Alpiq S.A.: • Delmi S.p.A. sold to WGRM 4 Holding S.p.A., a company wholly owned by EdF S.A., the 50% interest it held in Transalpina di Energia S.r.l. at a price of 783,748,900 euro and • Delmi S.p.A. purchased 70 % of Edipower S.p.A. from Edison S.p.A. (as to 50%) and Alpiq S.A. (as to 20 %) at a total price of 883,748,900 euro. The mentioned amount of 783,748,900 euro paid for the sale of 50% of Transalpina di Energia S.r.l. is subject to an adjustment mechanism under which there will be a reduction in this amount, of up to 25,100,000 euro, that will depend on the results of the mandatory public tender offer made by EdF S.A. for the ordinary shares of Edison S.p.A.. On May 24, 2012, Delmi S.p.A. and Edipower S.p.A. signed a loan agreement with a series of lending banks for an amount of 1,246 million euro whose purpose is to enable Delmi S.p.A. to carry out the above-mentioned operation and to enable Edipower S.p.A. to repay the shareholders’ loans from Edison S.p.A., Alpiq S.A., A2A S.p.A. and Iren Energia S.p.A. totalling 1,100 million euro at the same time. The loan is secured by a lien on the shares of Delmi S.p.A. and Edipower S.p.A., has a term of 5 years and is underwritten by a syndicate of 9 banks as mandated lead arrangers and bookrunners, namely Banca IMI (documentation and agent bank), Banco Bilbao Vizcaya Argentaria, BNP Paribas (modelling bank), Cassa Depositi e Prestiti, Credit Agricole Corporate & Investment Bank, ING Direct, Mediobanca, Société Generale and Unicredit. Agreements have also been reached between A2A S.p.A., Iren S.p.A., Iren Energia S.p.A. (the current shareholder of Edipower S.p.A.) and the other shareholders of Delmi S.p.A. relating to the corporate governance and operational model of Delmi S.p.A. and Edipower S.p.A. and any exit by minority shareholders.. A2A S.p.A.: Moody’s revises its rating On May 31, 2012 the agency Moody’s announced that it had revised its rating of A2A S.p.A. from Baa1 to Baa2, keeping it under review.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 16.

(18) Half-yearly financial report at June 30, 2012 Significant events during the period. The revision of the Company’s rating was mainly driven by the increase in exposure in its electricity generation activities in a market situation affected by the continuation of the economic crisis and the resulting instability of margins in the electricity industry. The downwards revision of the rating of A2A S.p.A. will have no effect on the economic conditions or terms of the Company’s outstanding loans.. A2A S.p.A.: Supervisory Board On June 4, 2012, the Supervisory Board of A2A S.p.A. met for the first time under the chairmanship of Prof. Pippo Ranci Ortigosa. At the meeting the Supervisory Board made an assessment as to whether: • all the directors hold the independence requirements specified by article 148, paragraph 3 of the Consolidated Finance Law; • the following directors hold the independence requirement pursuant to article 3 of the Corporate Governance Code for Listed Companies: Pippo Ranci Ortigosa – Chairman, Marco Baga, Alessandro Berdini, Marina Brogi, Michaela Castelli, Mario Cocchi, Marco. 17. Manzoli, Enrico Giorgio Mattinzoli, Marco Miccinesi, Andrea Mina, Stefano Pareglio, Massimo Perona, Norberto Rosini and Angelo Teodoro Zanotti. In addition, the Supervisory Board appointed the following to the Appointments Committee, the Internal Control Committee, the Remuneration Committee and the Community Committee: Appointments Committee: Pippo Ranci Ortigosa – Chairman, Fausto Di Mezza – Deputy. Internal Control Committee: Pippo Ranci Ortigosa – Chairman, Fausto Di Mezza – Deputy Chairman, Marco Manzoli and Norberto Rosini; Remuneration Committee: Alessandro Berdini – Chairman, Marina Brogi – Deputy Chairman, Mario Cocchi and Massimo Perona; Community Committee: Enrico Giorgio Mattinzoli – Chairman, Marco Miccinesi – Deputy Chairman, Marco Baga, Stefano Pareglio and Angelo Teodoro Zanotti. The Corporate Donations Committee has been renamed the Community Committee and, besides being charged with the duties previously entrusted to the Corporate Donations Committee, will assess the impact of A2A Group’s business on the communities in which it operates and make proposals concerning corporate social and environmental responsibility.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. Chairman, Michaela Castelli and Andrea Mina;.

(19) Half-yearly financial report at June 30, 2012 Significant events during the period. A2A S.p.A.: lists for the appointment of the Management Board are filed On June 9, 2012, two lists for the appointment of the new Management Board pursuant to article 25 of the bylaws were filed at the offices of A2A S.p.A. with the following names: on the first list: 1. Graziano Tarantini (candidate as Chairman of the Management Board) 2. Bruno Caparini 3. Giambattista Brivio 4. Paolo Rossetti on the second list: 1. Francesco Silva (candidate as Deputy Chairman of the Management Board) 2. Maria Elena Cappello 3. Stefano Cao 4. Renato Ravanelli, No changes are envisaged to the existing authority structure adopted by the Company under which Renato Ravanelli and Paolo Rossetti, General Manager Corporate and Market Area and General Manager Technical-Operations Area respectively, are vested with the powers to manage the Company. On June 11, 2012, the Supervisory Board of A2A S.p.A met under the chairmanship of Pippo Ranci Ortigosa and in accordance with the Company’s current bylaws appointed the Management Board consisting of the following 8 members: Graziano Tarantini – Chairman Francesco Silva – Deputy Chairman Giambattista Brivio Stefano Cao Bruno Caparini Maria Elena Cappello Renato Ravanelli Paolo Rossetti, On the proposal of the Remuneration Committee the Supervisory Board additionally took decisions on the board’s compensation. Total compensation has been reduced overall by 30% and the compensation payable to the Chairman and Deputy Chairman has been reduced by over 50%.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 18.

(20) Half-yearly financial report at June 30, 2012 Significant events during the period. The A2A Group’s Sustainability Report 2011: growth in value distributed to stakeholders, improved environmental and workplace safety On June 15, 2012, with the Publication of the Sustainability Report 2011, the fourth since its inception, A2A brought to completion the first cycle of its sustainability planning (2009 – 2011) that has seen the annual reporting of 54 financial, social and environmental improvement targets to the benefit of employees, customers, investors, suppliers and institutions. Despite the economic crisis and the reduction in energy consumption, the traditional operations based on four synergic areas of activity (energy, environment, heat and networks) resulted in a 6% increase in financial value produced and distributed to stakeholders (1,310 million euro), which may be analyzed as follows: • 421 million (32%) to the benefit of employees in salaries, benefits and pension plans; • 298 million (23%) to shareholders in the form of dividends; • 298 million (23%) to the public administration through taxes, duties and social security contributions;. 19. • 178 million (13%) to banks; • 115 million (9%) to local communities through taxes and duties payable to local authorities, sponsorships and donations. Industrial investments totaled 310 million euro and can be divided into the following areas: 10% Energy, 31% Heat, 11% Environment, 38% Networks and 9% Corporate and Services. In particular, investments made to improve environmental performance through the energy and the introduction of innovative technologies amounted to 50 million euro. From an environmental standpoint, one of the most significant achievements of 2011 was the positive result obtained from the production of energy from renewable or high efficiency sources which made it possible to reach a level of 2.9 million tonnes of avoided CO2. It should be noted that with the acquisition of a controlling stake in Edipower S.p.A., in June 2012 three hydroelectric power plants were added to the Group having an installed capacity of almost 800 megawatts, representing an addition to the 2,100 megawatts of electric power from renewable sources that A2A previously had in its portfolio. One of the Group’s goals is to maintain its position as national leader in the fields of cogeneration and district heating for civil use through a three-year development plan which provides for an increase of 30% in the volume of “clean heat” delivered, with an estimated 100. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. reduction of emissions, the increase in plant energy efficiency, the development of renewable.

(21) Half-yearly financial report at June 30, 2012 Significant events during the period. million cubic metres to be reached in 2014 through increases in thermal power and extensions to the heat distribution networks, particularly in the urban areas of Bergamo and Milan. In the field of environmental services, the A2A Group has become the country’s biggest operator in the processing of industrial and urban waste, with volumes of around 2,800,000 tonnes. In the cities of Bergamo, Brescia, Milan and Varese, where the Group’s environmental services companies manage the integrated collection-to-disposal service, 99.7% of solid urban waste was effectively recovered in 2011 through the recycling of materials or the recovery of energy and heat through waste-to-energy processing. Thanks to leading-edge waste-to-energy technologies an average of 813 kWh of electricity and 606 kWh of thermal energy was produced from every tonne of waste. During the course of the year the waste-to-energy plant at Acerra (NA) reached full production efficiency, exceeding the annual target of 600 thousand tonnes of waste processed and producing enough electricity to meet the needs of around 200 thousand households. This saved about 100 thousand tonnes of oil usage and resulted in emissions well below the limits imposed by European regulations and the more stringent regulations set by the Integrated Environmental Authorization. Thanks to our commitment to a constant improvement in environmental performance, supported by the diffusion of environmental management systems (100% of the hydroelectric and thermoelectric power and 100% of the waste to energy plants hold the ISO 14001 environmental certification), the average CO2 emissions factor for the power produced by the A2A Group was 353 g/kWh, which represents a reduction of 4% compared with last year. In the context of “social responsibility” it is worthy of note that despite the difficult economic situation the A2A Group took on 440 new employees, of whom 393 in Italy and 47 abroad. Of the Group’s 9,100 employees in Italy, 96.2% have permanent contracts. A2A has strengthened its commitment to develop its human resources, considered to be a key factor in its success. In 2011, 120 thousand hours of training were provided, an increase of 50% over the previous year, and in particular more than 44 thousand hours of training were dedicated to issues relating to health and safety. This effort and the prompt application of OHSAS 18001 safety management systems contributed to a reduction of 11% in the number of injuries and the corresponding frequency and occurrence rates. At a “customer relations” level, A2A has further developed its collaboration with consumer associations through projects designed to help customers better understand the complex mechanisms of the energy market. Among the key issues was the agreement with the business confederations to extend the joint settlement procedure aimed at encouraging the out of court resolution of trading disputes to small and medium businesses, as well as the. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 20.

(22) Half-yearly financial report at June 30, 2012 Significant events during the period. development of two other important initiatives carried out in conjunction with the consumer associations: the “Guide to reading your bill” and the memorandum of understanding opposing unfair trading practices to protect customers against fraud. The general index of customer satisfaction (ICS) for the call centers of the Group’s sales company (based on data collected by the Electricity and Gas Authority) was 93.9% for the second half of 2011, an increase over the same period in 2010 (93.3%), which, as has been the case since 2008, was well above the national average of 86.8%. Positive relations with customers also found confirmation in the success of A2A’s awareness campaign on electronic bills, promoted as a more ecologically responsible, not to mention more convenient, alternative to traditional postal delivery. In 2011 around 121 thousand new customers activated the service. As far as concerns “relations with the local area”, the A2A Group confirmed its commitment to supporting environmental, social, cultural and sports projects, focusing on the areas where its industrial activities are concentrated. In 2011 the A2A Group provided 7.6 million euro for these initiatives, either directly or through its. 21. Foundations. Group companies carried out a large number of projects to involve the communities, also with the participation of schools, in order to achieve environmental and social objectives such as the avoidance of unnecessary waste, the differentiated collection of waste, urban cleanliness and decorum, the sustainable use of resources and sustainable mobility. More than 22 thousand people came into direct contact with the world of the A2A Group by visiting its industrial plants. The Sustainability Report 2011 was drawn up in accordance with GRI (Global Reporting network of international experts, complemented by the guidelines of the Electric Utilities Sector Supplement. Compliance with these standards was certified by an external auditor. In 2011, 157 out of the 162 applicable indicators were reported, 17 more than in 2010.. “Lettera2azionisti” is born, the A2A Group’s newsletter for shareholders and investors Since June 27, 2012 it is possible to receive the A2A Group’s newsletter dedicated to shareholders and investors: a periodical aimed at enabling them to gain more detailed knowledge of the figures, facts, industrial projects and economic and financial news of Italy’s largest multi-utility. “Lettera2azionisti” is a means of keeping up to date with the key information of a Group which following the recent completion of the reorganization of Edison. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. Initiative) standards, the most highly accredited in the world, which have been developed by a.

(23) Half-yearly financial report at June 30, 2012 Significant events during the period. S.p.A. and the consolidation of Edipower S.p.A. has become the second biggest energy operator in Italy, with over 12 thousand Mw of installed capacity. The first number of the newsletter reviewed the economic and financial results of the first quarter of 2012 and opened a window on some the Group’s points of excellence and its more recent business initiatives.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 22.

(24) Half-yearly financial report at June 30, 2012. Summary of results, assets and liabilities and financial position of the A2A Group Results The Group’s scope of consolidation has changed as a result of the line-by-line consolidation of the subsidiary Edipower S.p.A. from June 1, 2012. The income statement figures for the six months ended June 30, 2012 are accordingly not comparable with those for the same period of the previous year. In addition, following management’s decision to initiate the procedure for the sale of the investment in A2A Coriance S.a.s., which wholly owns the Coriance Group, the relative income statement items of revenues and operating expenses and the financial balance have been reclassified to “Net result from non-current assets sold or held for sale” for both 2011 and 2012, in accordance with IFRS 5, as the activities of the Coriance Group have the. 23. characteristics of a discontinued operation, as further discussed in note 12 “Non-current assets held for sale”. Further details of the above may be found in the section “Scope of consolidation”. Millions of euro Revenues. 01 01 2012 06 30 2012. 01 01 2011 06 30 2011. Changes. 3,290. 3,011. 279. 3,232. 2,958. 274. of which: – Other operating income Operating expenses. 58. 53. 5. (2,517). (2,264). (253). Labour costs. (289). (282). (7). Gross operating income. 484. 465. 19. Depreciation and amortization. (193). (207). 14. (11). (39). 28. Provisions and write-downs Net operating income. 280. 219. 61. Net financial expense. (96). (66). (30). Share of results of companies at equity. 16. 16. –. Other non-operating income. –. 1. (1). Other non-operating expenses. –. (5). 5. Income before tax Income taxes Income from current operations, net of tax. 200 (91) 109. 165. 35. (73). (18). 92. 17. Net result from non-current assets sold or held for sale. 13. 12. 1. Minority interests. (6). 16. (22). 120. (4). Group net profit for the period. 116. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. – Revenues from the sale of goods and services.

(25) Half-yearly financial report at June 30, 2012 Summary of results, assets and liabilities and financial position of the A2A Group. The Group earned revenues totaling 3,290 million euro in the period, of which 131 million euro attributable to the EPCG Group (3,011 million euro in the first half of 2011, of which 139 million euro attributable to the EPCG Group) and 53 million euro relating to Edipower S.p.A.. The main quantitative data contributing to the formation of these revenues were as follows:. Electricity sold to wholesale and retail customers (GWh). 06 30 2011. 10,562. 11,204. Electricity sold on the Power Exchange (GWh). 5,388. 6,636. Electricity sold on foreign markets (GWh). 6,169. 6,289. Electricity sold (GWh) - EPCG. 2,168. 2,348. Gas sold (Mcm). 2,580. 2,106. 1,311. 1,185. Heat sold (GWht) Electricity distributed (GWh). 5,737. 5,756. Electricity distributed (GWh) - EPCG. 1,311. 1,271. Gas distributed (Mcm). 1,195. 1,155. 33. 33. Water distributed (Mcm) Water purified (Mcm) Waste disposed of (Kton). 19. 19. 1,253. 1,335. Sales mainly derived from the following quantities produced by the plants managed by the Group:. Thermoelectric production (GWh) Thermoelectric production (GWh) - EPCG Hydroelectric production (GWh) Hydroelectric production (GWh) - EPCG Heat production (GWht). 06 30 2012. 06 30 2011. 3,538. 4,040. 471. 672. 1,440. 1,640. 749. 907. 1,156. 1,020. Electricity produced by cogeneration (GWh). 185. 190. Electricity sold from waste to energy and biogas plants (GWh). 583. 631. “Gross operating income” for the period of 484 million euro rose by 19 million euro over the first half of 2011.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 24. 06 30 2012.

(26) Half-yearly financial report at June 30, 2012 Summary of results, assets and liabilities and financial position of the A2A Group. The following table shows how business developed in each area: Millions of euro. 06 30 2012. 06 30 2011. Energy Sector. 167. 163. Heat and Services Sector. 44. 36. Environment Sector. 140. 152. Networks Sector. 134. 128. Other Services and Corporate Sector Total. (1) 484. (14) 465. The Energy Sector posted gross operating income of 167 million euro, a slight rise over the same period of the previous year despite the continuing difficult economic situation. Making a positive contribution to this result in particular was the increase in profitability achieved by the hydroelectric plants (despite the fall in production) and the Monfalcone coal plant while the contribution provided by the combined cycle plants was unchanged. The improvement in the performance of the plants on the wholesale markets was in part offset by the fall in trading portfolio margins caused by the hugely volatile prices on European markets. 25. in the first quarter of the year and a drop in profitability in sales to electricity and gas end customers. The gross operating income of the Heat and Services Sector amounted to 44 million euro, a rise of 8 million euro over the first half of 2011. This increase is mainly due to effective commercial development of district heating activities. The gross operating income of the Environment Sector amounted to 140 million euro, a fall of waste to energy plants, which was still effective for certain months of the 2011 half year, and the stoppage for extraordinary maintenance at the Bergamo waste to energy plant in the second quarter of the year. The Networks Sector increased its industrial results in the first six months of 2012, posting gross operating income of 134 million euro (+6 million euro). This result is essentially attributable to the gas distribution segment of the EPCG Group. The contribution made by the Integrated Water Cycle was also positive due to tariff increases that became effective in December 2011.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 12 million euro as the result of the loss of the CIP 6 incentive for the Milan, Bergamo and Filago.

(27) Half-yearly financial report at June 30, 2012 Summary of results, assets and liabilities and financial position of the A2A Group. “Depreciation, amortization and write-downs” amounted in total to 204 million euro (246 million euro for the six months ended June 30, 2011). The decrease of 42 million euro is mainly due to lower depreciation and amortization charges and the release of previously accrued provisions for risks and bad debts (this latter item includes an amount of 15 million euro collected by the subsidiary EPCG relating to a provision made against a receivable from an important energy customer). The item also includes an amount of 17 million euro arising from the consolidation of Edipower S.p.A. and relating to June. As a result of these changes “Net operating income” rose by 61 million euro to 280 million euro (219 million euro for the six months ended June 30, 2011). “Net financial expense” amounted to 96 million euro (66 million euro for the six months ended June 30, 2011), affected by the combined effect of the measurement of a bond using the fair value hedge method and the measurement of financial derivatives hedging interest rate risk at fair value, which in the six months to June 30, 2012 led to a loss of 18 million euro compared to a gain of 25 million euro in the corresponding period of the previous year. Excluding changes in fair value, net financial expense amounted to 78 million euro compared to 91 million euro in the first half of 2011. The improvement over last year is mainly due to the recognition of negative goodwill arising from the first-time consolidation of Edipower S.p.A. (18 million euro) which offset the rise in financial expense arising from the increased average debt in the period. The “Share of results of companies at equity” amounted to a profit of 16 million euro, the same as that for the corresponding period of the previous year. “Income taxes” for the period totaled 91 million euro (73 million euro for the six months ended June 30, 2011), an amount affected by the rise in the rate of the “Robin Hood” tax from the second half of 2011, which has been increased from 6.5% to 10.5% for the three-year period 2011-2013, and by the extension of the field of the entities liable to pay the additional tax to those whose business is the distribution of electricity and gas, previously excluded. The “Net result from non-current assets sold or held for sale” was a gain of 13 million euro (12 million euro for the six months ended June 30, 2011) and mainly consists of the contribution from the sale of the shareholding in e-Utile S.p.A. and the results of the Coriance Group for the period. In the first half of 2011 this item consisted of the gain on the sale of the shareholding in Metroweb S.p.A. (36 million euro) adjusted by the negative effect of the result of the investee Transalpina di Energia S.r.l. (30 million euro). After deducting the result attributable to minority interests “Group net profit for the period” amounted to 116 million euro (120 million euro for the six months ended June 30, 2011).. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 26.

(28) Half-yearly financial report at June 30, 2012 Summary of results, assets and liabilities and financial position of the A2A Group. Balance sheet and financial position Consolidated “Capital employed” amounted to 8,478 million euro at June 30, 2012 and was covered by equity for 3,618 million euro and by net debt for 4,860 million euro. “Working capital” amounted to 929 million euro, an increase of 79 million euro over December 31, 2010 due to the consolidation of Edipower S.p.A. which more than offset the decrease arising from the ordinary operations of the pre-existing consolidation scope. “Net fixed capital”, which includes “Assets/liabilities held for sale”, amounted to 7,549 million euro, an increase of 785 million euro over December 31, 2011 which consists mainly of the effect of consolidating Edipower S.p.A.. The “Net financial position” at June 30, 2012 of 4,860 million euro rose by 839 million euro over December 31, 2011, mainly as the result of the consolidation of the debt of Edipower S.p.A. (959 million euro) and the increase in debt in Delmi S.p.A. due to the acquisition of the control of that company (125 million euro), partially offset by the net cash generated by the ordinary operations of the pre-existing consolidation scope (245 million euro).. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 27.

(29) Half-yearly financial report at June 30, 2012 Summary of results, assets and liabilities and financial position of the A2A Group. Millions of euro. 06 30 2012. 12 31 2011. Changes. CAPITAL EMPLOYED Net fixed capital. 5,846. 1,578. 6,716. 4,685. 2,031. Intangible assets. 1,392. 1,503. (111). Shareholdings and other non-current financial assets (*). 241. 535. (294). Other non-current assets/liabilities (*). (315). (133). (182). Deferred tax assets/liabilities. 289. (10). 299. Provisions for risks, charges and liabilities for landfills. (581). (462). (119). Employee benefits. (318). (272). (46). of which with counter-entry to equity. (321). (112). Working capital. 929. 850. 79. Inventories. 354. 267. 87. Trade receivables and other current assets (*). 2,264. 2,368. (104). Trade payables and other current liabilities (*). (1,640). (1,790). 150. Current tax assets/tax liabilities of which with counter-entry to equity. Assets/liabilities held for sale (*). (49). 5. (6). (8). (54). 125. 918. (793). 8,478. 7,614. Equity. 3,618. 3,593. 25. Total financial position beyond one year. 4,624. 3,729. 895. of which with counter-entry to equity TOTAL CAPITAL EMPLOYED. 864. SOURCES OF FUNDS. Total financial position within one year Total net financial position of which with counter-entry to equity TOTAL SOURCES (*) Excluding balances included in the net financial position.. 236. 292. 4,860. 4,021. (17) 8,478. (56) 839. (32) 7,614. 864. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 28. 7,424. Tangible assets.

(30) Half-yearly financial report at June 30, 2012 Summary of results, assets and liabilities and financial position of the A2A Group. Millions of euro. NET FINANCIAL POSITION AT THE BEGINNING OF THE PERIOD Net financial position of Edipower S.p.A. brought in. 01 01 2012 06 30 2012 (4,021). 01 01 2011 06 30 2011 (3,893). (959). Net income for the period (including minorities) (**). 114. 66. Depreciation and amortization. 193. 207. Write-downs/disposals of tangible and intangible assets. 9. 3. Results from companies at equity. (16). 13. Net taxes paid. (90). (137). Change in assets and liabilities (*). 217. 246. Net cash from operating activities. 427. 398. Net cash from investing activities. (244). (63). Free cash flow. 183. 335. Cash flows from the distribution of dividends. (48). (192). Changes in financial assets/liabilities with counter-entry to equity NET FINANCIAL POSITION AT THE END OF THE PERIOD. (15). (8). (4,860). (3,758). (*) Excluding balances with counter-entry to equity. (**) The result for the period is stated excluding gains on the disposal of shareholdings.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 29.

(31) Half-yearly financial report at June 30, 2012. Significant events for the Group after June 30, 2012. The Acerra waste to energy plant confirms its high production standards At the beginning of July figures were published relating to operations for the first six months of 2012 of the Acerra waste to energy plant, which handled 290,000 tonnes of waste, confirming its high production standards. At the same time, through the energy valorization of waste 266 GWh of electricity (equal to the energy needs of 200,00 households in the half year) was put into the grid and the use of 50,000 toe (tonnes of oil equivalent) was avoided. The waste to energy plant also achieved excellent results for its atmospheric emissions, which, due to the deployment of modern technologies for purifying combustion gases, continue to post values that are well below the limits imposed by legislation and the more stringent regulations set by the Integrated Environmental Authorization. In 2012 Partenope Ambiente S.p.A., the A2A Group company that runs the plant, repeated the excellent performance it achieved the previous year when the waste to energy plant reached full production capacity dealing with over 600,000 tonnes of waste.. Binding offer for the sale of 100% of the French company Coriance A2A S.p.A. has received a binding offer from KKR Global Infrastructure Investors L.P. (KKR) for the purchase of A2A Coriance S.a.s. The offer has been made at a price of 76.5 million euro for 100% of Coriance’s share capital. The purchase agreement will be finalized once certain steps required by French law have been completed. The Coriance Group had a turnover of over 100 million euro in 2011 and gross operating income of 17.6 million euro. The Group had a consolidated net financial position of 88.4 million euro at June 30, 2012. The Enterprise Value of the transaction is approximately 160 million euro. The effects of this operation will be recognized for accounting purposes in the second half of 2012. Once the agreement is signed, the sale will depend solely on obtaining approval from the competent anti-trust authorities.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 30.

(32) 0.2. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. Condensed half-year consolidated financial statements.

(33) Half-yearly financial report at June 30, 2012. Consolidated balance sheet (1) Assets. Millions of euro. Note. 06 30 2012. 12 31 2011. 06 30 2011. Tangible assets. 1. 6,716. 4,685. 4,765. Intangible assets. 2. 1,392. 1,503. 1,561. Shareholdings carried according to equity method. 3. 229. 521. 2,401. Other non-current financial assets. 3. 50. 48. 69. Deferred tax assets. 4. 289. –. –. Other non-current assets. 5. 163. 132. 120. 8,839. 6,889. 8,916. NON-CURRENT ASSETS. TOTAL NON-CURRENT ASSETS CURRENT ASSETS Inventories. 6. 354. 267. 235. Trade receivables. 7. 1,912. 1,958. 1,717. Other current assets. 8. 352. 410. 372. Current financial assets. 9. 97. 233. 80. Current tax assets. 10. 8. 30. 25. Cash and cash equivalents. 11. 269. 147. 130. 2,992. 3,045. 2,559. 195. 921. 39. 12,026. 10,855. 11,514. TOTAL CURRENT ASSETS NON-CURRENT ASSETS HELD FOR SALE TOTAL ASSETS. 12. (1)As required by Consob Communication 17221 of 12 March 2010, the effects of transactions with related parties on the consolidated accounts are indicated in the statements in section 0.2 and discussed in Note 40. Significant non-recurring events and transactions in the consolidated financial statements are indicated in Note 41, as required by Consob Communication DEM/6064293 of July 28, 2006.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 32.

(34) Half-yearly financial report at June 30, 2012 Consolidated balance sheet. Equity and liabilities. Millions of euro. Note. 06 30 2012. 12 31 2011. 06 30 2011. Share capital. 13. 1,629. 1,629. 1,629. (Treasury shares). 14. (61). (61). (61). Reserves. 15. 1,085. 1,619. 1,637. –. (420). –. 116. –. 120. 2,769. 2,767. 3,325. EQUITY. Net profit for the year Net profit for the period. 16. Equity pertaining to the Group Minority interests. 17. Total equity. 849. 826. 1,319. 3,618. 3,593. 4,644. 33. LIABILITIES. Non-current financial liabilities. 18. 4,762. 3,851. 3,767. Deferred tax liabilities. 19. –. 10. 54. Employee benefits. 20. 318. 272. 276. Provisions for risks, charges and liabilities for landfills. 21. 581. 462. 459. Other non-current liabilities. 22. 378. 177. 156. 6,039. 4,772. 4,712. 23. 1,126. 1,348. 1,221. Other current liabilities. 23. 514. 442. 590. Current financial liabilities. 24. 514. 675. 318. Tax liabilities. 25. Total non-current liabilities CURRENT LIABILITIES Trade payables. 57. 25. 11. Total current liabilities. 2,211. 2,490. 2,140. Total liabilities. 8,250. 7,262. 6,852. 158. –. 18. 12,026. 10,855. 11,514. LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE TOTAL EQUITY AND LIABILITIES. 26. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. NON-CURRENT LIABILITIES.

(35) Half-yearly financial report at June 30, 2012. Consolidated income statement (1-2). Millions of euro. Note. 01 01 2012 06 30 2012. 01 01 2011 06 30 2011. 01 01 2011 12 31 2011. 3,232. 2,958. 6,029. 58. 53. 101. 3,290. 3,011. 6,130. 2,384. 2,116. 4,364. 133. 148. 294 4,658. Revenues Revenues from the sale of goods and services Other operating income Total revenues. 28. Operating expenses Expenses for raw materials and services Other operating expenses Total operating expenses. 29. 2,517. 2,264. Labour costs. 30. 289. 282. 548. Gross operating income - EBITDA. 31. 484. 465. 924. Depreciation, amortization, provisions and write-downs. 32. 204. 246. 626. Net operating income - EBIT. 33. 280. 219. 298. Financial balance Financial income. 39. 18. 55. Financial expenses. 135. 84. 177. Affiliates. 16. 16. (132). 34. (80). (50). (254). Other non-operating income. 35. –. 1. 6. Other non-operating expenses. 35. –. (5). (10). Total financial balance. Income before taxes (1). 200. 165. 40. As required by Consob Communication 17221 of March 12, 2010, the effects of transactions with related parties on the consolidated accounts are indicated in the statements in section 0.2 and discussed in Note 40. Significant non-recurring events and transactions in the consolidated financial statements are indicated in Note 41, as required by Consob Communication DEM/6064293 of July 28, 2006.. (2). According to IFRS 5 the comparative figures for the period January-June 2011 and for the period January-December 2011 have been reclassified.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 34.

(36) Half-yearly financial report at June 30, 2012 Consolidated income statement. Note. Income taxes. 36. Income from current operations net of taxes Net result from non-current assets held for sale. 37. Net profit Minorities Group net profit for the year/period. 01 01 2012 06 30 2012. 01 01 2011 12 31 2011. 91. 73. 148. 109. 92. (108). 13. 12. (808). 122. 104. (916). (6) 38. 01 01 2011 06 30 2011. 116. 16. 496. 120. (420) 35. Earnings (loss) per share (in euro): - basic. 0.0371. 0.0386. (0.1352). - basic, from operating activities. 0.0331. 0.0346. (0.0076). - basic, from activities held for vale. 0.0041. 0.0040. (0.1276). - diluted. 0.0371. 0.0386. (0.1352). - diluted, from operating activities. 0.0331. 0.0346. (0.0076). - diluited, from activities held for vale. 0.0041. 0.0040. (0.1276). WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. Millions of euro.

(37) Half-yearly financial report at June 30, 2012. Consolidated statement of comprehensive income. Millions of euro. 06 30 2012. 06 30 2011. 12 31 2011. Net income/(loss) for the period/ year (A). 122. 104. (916). Effective part of gains/(losses) on cash flow hedge. (12). (4). (13). Gains/(losses) on the remeasurement of financial assets available for sale. –. –. –. Tax effect of other gains/(losses). 5. 1. 2. (7). (3). (11). Total other gains/(losses) net of the tax effect of companies consolidated on a line-by-line basis (B) Other gains/(losses) of companies valued at equity net of the tax effect (C) Total comprehensive income/(loss) (A+B+C). 1. 10. (11). 116. 111. (938). 114. 108. (453). 2. 3. (485). Total comprehensive income/(loss) attributable to: Shareholders of the parent company Minority interests. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 36.

(38) Half-yearly financial report at June 30, 2012. Consolidated cash flow statement. Millions of euro. 06 30 2012. 12 31 2011. 06 30 2011. 147. 132. 132. 236. 132. 132. Net income for the period/year (**). 114. (951). 66. Tangible assets depreciation. 160. 336. 172 35. CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD/YEAR Contributions related to Edipower S.p.A. CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD/YEAR. 89. Operating activities. Intangible assets amortization. 33. 79. Fixed assets write-downs. 9. 125. 3. Result from affiliates (***). (16). 979. 13. 4. –. Shareholdings write-downs. –. Net taxes paid. (90). (240). Change in working capital (*). 216. 78. 235. 426. 410. 387. (95). (183). (67) (40). Cash flow from operating activities. 37. (137). Investments in tangible assets Investments in intangible assets and goodwill. (41). (127). (125). (11). (5). Investments’ sale. 11. 79. 56. Dividends received. 6. 17. 4. Investments in shareholdings and securities (*). Cash flow from investment activities FREE CASH FLOW. (244). (225). (52). 182. 185. 335. 179. (236). (45). (222). 481. (36). Financing activities Change in financial assets (*) Change in financial liabilities (*) Net financial interests paid. (58). (111). (64). Dividends paid by the parent company. (40). (298). (186). Dividends paid by the subsidiaries to third parties Cash flow from financing activities CHANGE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD/YEAR. (8). (6). (6). (149). (170). (337). 33. 15. 269. 147. (2) 130. (*) Cleared of balances in return of shareholders' equity and other balance sheet items. (**) Net of gains on sale of shareholdings. (***) At June 30, 2011 such item contains the TDE S.r.l. evaluation, which is exposed in the Income statement into the caption “Net result from non-current assets held for sale”.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. Investment activities.

(39) Half-yearly financial report at June 30, 2012. Consolidated statement of changes in equity. Description Millions of euro. Net equity at December 31, 2010. Share capital. Treasury shares. Cash Flow Hedge. Note 13. Note 14. Note 15. 1,629. (61). 31. Changes in the first half of 2011 2010 profit allocation Distribution of dividends IAS 32 and 39 reserves (*). 4. Put option on Delmi S.p.A. shares Other changes Dividends deliberated but not yet distributed Group and minorities net profit for the period Net equity at June 30, 2011. 1,629. (61). 35. Changes in the second half of 2011 Dividends deliberated and distributed Distribution of dividends IAS 32 and 39 reserves (*). (15). Put option on Delmi S.p.A. shares Other changes Group and minorities net profit for the period Net equity at December 31, 2011. 1,629. (61). 20. Changes in the first half of 2012 2011 profit allocation Distribution of dividends IAS 32 and 39 reserves (*). (8). Put option on Delmi S.p.A. shares Other changes Group and minorities net profit for the period Net equity at June 30, 2012 (*) These form part of the statement of comprehensive income.. 1,629. (61). 12. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 38.

(40) Half-yearly financial report at June 30, 2012 Consolidated statement of changes in equity. Other reserves and retained earnings. Net profit for the period/year. Note 15. Note 16. 1,594. 308. Total net shareholders equity. Note 17 3,501. 1,344. 4,845. (308). (186). (186) 4. 6. 6. (8). (8). (112). 1,602. Minority interests. (6) 3. 7. (6). (14). 120. 120. 3,325. (112) (16) 1,319. 104 4,644. 112. 112. 112. (112). (112). (112). (15) (4). 1 (540). 1,599. (420). (14). (4). 1. (420). (540) 2,767. 1. 2. (480). (1,020). 826. 3,593. 420 (40). (62). (62). (131). (4). (4). 1,073. (29) (4). (40). (8). 39. 6. (112) 120. (192). (9) 2. (49) (6) (193). 155. 151. 116. 116. 6. 122. 116. 2,769. 849. 3,618. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 308. Total equity pertaining to the Group.

(41) Half-yearly financial report at June 30, 2012. Consolidated balance sheet pursuant to Consob Resolution no. 17221 of March 12, 2010. Assets. Millions of euro. 06 30 2012. of which Related Parties (note n. 40). 12 31 2011. of which Related Parties (note n. 40). 06 30 2011. of which Related Parties (note n. 40). NON-CURRENT ASSETS Tangible assets. 6,716. Intangible assets. 1,392. Shareholdings according to equity method Other non-current financial assets Deferred tax assets Other non-current assets TOTAL NON-CURRENT ASSETS. 4,765. 1,503. 1,561. 229. 229. 521. 521. 2,401. 2,401. 50. 6. 48. 6. 69. 5. 289. –. –. 163. 132. 120. 8,839. 6,889. 8,916. 354. 267. 235. CURRENT ASSETS Inventories Trade receivables. 1,912. Other current assets. 352. Current financial assets. 97. Current tax assets Cash and cash equivalents TOTAL CURRENT ASSETS NON-CURRENT ASSETS HELD FOR SALE TOTAL ASSETS. 154. 1,958. 134. 410 84. 8. 233. 1,717. 230. 30. 80. 269. 147. 130. 3,045. 2,559. 195. 2. 921 10,855. 10. 25. 2,992. 12,026. 175. 372. 921. 39 11,514. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 40. 4,685.

(42) Half-yearly financial report at June 30, 2012 Consolidated balance sheet pursuant to Consob Resolution no. 17221 of March 12, 2010. Equity and liabilities. Millions of euro. 06 30 2012. of which Related Parties (note n. 40). 12 31 2011. of which Related Parties (note n. 40). 06 30 2011. of which Related Parties (note n. 40). EQUITY Share capital (Treasury shares) Reserves Net profit for the year Net profit for the period Equity pertaining to the Group Minority interests Total equity. 1,629. 1,629. 1,629. (61). (61). (61). 1,085. 1,619. 1,637. –. (420). –. 116. –. 120. 2,769. 2,767. 3,325. 849. 826. 1,319. 3,618. 3,593. 4,644. 4,762. 3,851. 3,767. 41. LIABILITIES NON-CURRENT LIABILITIES. Deferred tax liabilities Employee benefits. –. 10. 54. 318. 272. 276. Provisions for risks, charges and liabilities for landfills. 581. Other non-current liabilities. 378. 177. 156. 6,039. 4,772. 4,712. Total non-current liabilities. 2. 462. 1. 459. CURRENT LIABILITIES Trade payables. 1,126. 26. 1,348. 53. 1,221. 80. Other current liabilities. 514. 8. 442. 9. 590. 17. Current financial liabilities. 514. 675. 1. 318. 2. 57. 25. Total current liabilities. 2,211. 2,490. 2,140. Total liabilities. 8,250. 7,262. 6,852. Tax liabilities. LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE TOTAL EQUITY AND LIABILITIES. 158 12,026. 76. 11. –. 18. 10,855. 11,514. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. Non-current financial liabilities.

(43) Half-yearly financial report at June 30, 2012. Consolidated income statement (1) pursuant to Consob Resolution no. 17221 of March 12, 2010. Millions of euro. 01 01 2012 06 30 2012. of which Related Parties (note 40). 3,232. 486. 01 01 2011 of which 06 30 2011 Related (1) Parties (note 40). 01 01 2011 12 31 2011. of which Related Parties (note 40). 6,029. 838. 101. 1. Revenues Revenues from the sale of goods and services Other operating income Total revenues. 365. 58. 53. 1. 3,290. 3,011. 6,130. Operating expenses Expenses for raw materials and services Other operating expenses Total operating expenses. 2,384. 376. 133. 4. 2,517. 2,116. 173. 148. 70. 2,264 2. 282. 4,364. 678. 294. 8. 4,658. Labour costs. 289. Gross operating income - EBITDA. 484. 465. 3. 924. 548. Depreciation, amortization, provisions and write-downs. 204. 246. 626. Net operating income - EBIT. 280. 219. 298. 4. Financial balance Financial income. 39. Financial expenses. 135. Affiliates. 16. Total financial balance Other non-operating income Other non-operating expenses Income before taxes (1). 8. 18. 3. 55 177. 115. 16. (132). (132). 84 16. 16. (80). (50). –. 1. 6. (5). (10). – 200. 165. According to IFRS 5 the comparative figures for the period jannary-june 2011 have been reclassified.. (254). 40. 6. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 42. 2,958.

(44) Half-yearly financial report at June 30, 2012 Consolidated income statement pursuant to Consob Resolution no. 17221 of March 12, 2010. 01 01 2012 06 30 2012. Income taxes. 91. 73. 148. 109. 92. (108). 13. 12. (808). 122. 104. (916). Income from current operations net of taxes Net result from non-current assets held for sale Net profit Minorities. (6). Group net profit for the year/period. 116. of which Related Parties (note 40). 01 01 2011 06 30 2011. of which Related Parties (note 40). 01 01 2011 12 31 2011. 16. 496. 120. (420). of which Related Parties (note 40). 43. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. Millions of euro.

(45) 0.2.1 WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. Notes to the condensed half-year consolidated financial statements.

(46) Half-yearly financial report at June 30, 2012. General information on A2A S.p.A.. A2A S.p.A. is a company incorporated under Italian law. A2A S.p.A. and its subsidiaries (the “Group”) operate both in Italy and abroad, especially following the acquisitions in France and Montenegro which took place in recent years. The A2A Group mainly operates in the following sectors: • the production, sale and distribution of electricity; • the sale and distribution of gas; • the production, distribution and sale of heat through district heating networks;. 45. • waste management (from collection and sweeping to disposal) and the construction and management of integrated waste disposal plants and systems, also making these available for other operators;. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. • integrated water cycle management..

(47) Half-yearly financial report at June 30, 2012. The Half-yearly financial report. The Half-yearly financial report of the A2A Group at June 30, 2012 (in the following the “Halfyearly report”) is presented in millions of euro; the euro is also the functional currency of the economies in which the Group operates. The Half-yearly report of the A2A Group has been prepared: • in compliance with Legislative Decree no. 58/1998 (art. 154-ter) and subsequent amendments, and with the Issuers’ Regulations published by Consob; • in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standard Board (IASB) and approved by the European Union and in particular IAS 34. IFRS means all the revised international accounting standards (IAS) and all the interpretations of the International Financial Reporting Interpretations Committee (IFRIC), formerly known as the Standing Interpretations Committee (SIC). In preparing the Half-yearly report the Group has applied the same principles used in the preparation of the consolidated annual financial report at December 31, 2011. Following the introduction of the customer loyalty program, the Group has adopted IFRIC 13 “Customer Loyalty Programmes” from the start of the present half year; this interpretation, approved on December 16, 2008 and applicable from July 1, 2008, sets out the accounting treatment that should be adopted by an entity that grants customer loyalty award credits to its customers connected with the purchase of goods and services and establishes that the fair value of the obligations connected with such awards should be separated from the sales revenue and deferred until the time when the obligation to its customers expires. The principles and interpretations described in detail in the paragraph below “Changes in accounting principle” were adopted for the first time on January 1, 2012. This Half-yearly report at June 30, 2012, which has been subject to a review by the auditors, was approved by the Management Board on August 1, 2012 which authorized publication.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 46.

(48) Half-yearly financial report at June 30, 2012. Financial statements. The Half-yearly report includes a balance sheet, an income statement, a cash flow statement and a statement of changes in equity in order to facilitate an understanding of the economic performance of the Group for the first six months of 2012 and its financial position at the end of the period. The Group has adopted a format for the statement of financial position which presents current and non-current assets and current and non-current liabilities as separate classifications, as required by paragraphs 60 and following of IAS 1 Revised.. 47. The income statement is presented by nature, a format which is considered more representative than a presentation by function. The selected format is in agreement with the presentation used by the Group’s major competitors and in line with international practice. The results of ordinary operations are shown in the income statement separately from income or expense deriving from transactions that are non-recurring in the business's ordinary operations, such as gains or losses on the sale of investments and other nonrecurring income or expense; this makes it easier to measure the effective performance of the. The cash flow statement has been prepared using the indirect method as permitted by IAS 7. The statement of changes in equity has been prepared in accordance with IAS 1 Revised. The formats adopted for the financial statements are the same as those used to prepare the Annual consolidated financial statements at December 31, 2011.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. Group’s ordinary operating activities..

(49) Half-yearly financial report at June 30, 2012. Basis of preparation. The Half-yearly report at June 30, 2012 has been prepared on a historical cost basis, with the exception of those items which under IFRS must or can be measured at fair value, as discussed in further detail in the accounting policies. The consolidation principles, the accounting principles, the accounting policies and the methods of measurement used in the preparation of the Half-yearly report are consistent with those used to prepare the Annual consolidated financial statements at December 31, 2011.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. 48.

(50) Half-yearly financial report at June 30, 2012. Changes in international accounting standards. The accounting principles adopted for the first half of 2012 are the same as those used in the prior year; in particular, since interim financial statements are prepared, the requirements of IAS 34 “Interim Financial Reporting” are complied with. A summary is provided in the following paragraphs “Accounting principles, amendments and interpretations approved by the European Union but applicable after June 30, 2012” and “Accounting principles, amendments and interpretations not yet approved by the European Union” of the changes that will be adopted in future periods, stating the expected effects for. 49. the A2A Group to the extent possible.. Accounting principles, amendments and interpretations approved by the European Union but applicable after June 30, 2012 The main changes in international accounting standards already approved by the European Union which were not yet applied in the period ended June 30, 2012 but which will presumably be applied from the date specified by the standard are set out below: and applicable from July 1, 2012, regards the presentation of the figures in the statement of comprehensive income. More specifically, the amendment retains the option of either presenting the income statement and the statement of comprehensive income as a single statement or as two separate statements, one following the other. There is also the requirement to group together the items that in the statement of comprehensive income will subsequently be reclassified to profit or loss: the figures may be presented either net of the related tax effects or before the related tax effects; • IAS 19 “Employee Benefits” was approved on June 6, 2012 and is applicable from January 1, 2013. The changes made in the amendment may be grouped into three main categories: (i) recognition and presentation in the financial statements; (ii) disclosures; (iii) additional changes.. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. • IAS 1 “Presentation of Financial Statements”; this amendment, approved on June 6, 2012.

(51) Half-yearly financial report at June 30, 2012 Changes in international accounting standards. The first category of changes concerns defined benefit plans. In particular, the corridor method used as a means of recognizing actuarial gains and losses has been eliminated, with the simultaneous requirement being introduced to recognize these items directly in profit or loss. The change in the defined benefit obligation is then separated into the following three components in the income statement presentation: 1. an operating component (service cost); 2. a financial component (finance cost); 3. a measurement component (remeasurement cost). As far as disclosures are concerned, in addition to the elimination of the disclosure relating to the deferral of the recognition of income components (which is no longer required following the elimination of the option to select the corridor method), disclosures are required of the features of the plans and the related amounts recognized in the financial statements, the risks involved in the plans, including a sensitivity analysis for the demographic risk, and details of any participation in multiemployer pension plans. 50. Accounting principles, amendments and interpretations not yet approved by the European Union The following standards and interpretations have not been applied since at the present time the competent bodies of the European Union have still to complete their approval process. • IFRS 1 “First-time Adoption of International Financial Reporting Standards”: on December 20, 2010 IASB issued “Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (Amendments to IFRS 1)”. The reason for removing fixed dates in IFRS 1 is to allow transition to international accounting standards in 2005; the amendments include an exemption to the retrospective application of IAS/IFRS on first adoption for entities presenting accounts in accordance with IFRS for the first time after being unable to do so on account of hyperinflation, allowing them to use fair value instead of cost for all assets and liabilities existing at the time; • IFRS 1 “First-time Adoption of International Financial Reporting Standards”: on March 13, 2012 the IASB issued an amendment to this standard regarding accounting for government grants and disclosing government assistance. In particular, this amendment introduces an exemption from applying the requirements of IFRS 9 “Financial Instruments” and IAS 20 “Government Grants and Disclosure of Government Assistance” retrospectively for public grants existing at the date of transition to IAS/IFRS. This means that an entity that adopts IAS/IFRS for the first time should not recognize the benefit of a public grant at a below-market rate of interest as a government grant. This change is. WorldReginfo - 06949062-ea98-43e6-a240-bd7bbed3020f. new users of IAS/IFRS to apply the same simplified rules as entities that carried out the.