Half-yearly financial Report at June 30, 2013 - A2A

Half-yearly financial report at June 30, 2013Consolidation policies and proceduresProcedure for the consolidation of assets and liabilities held for sale(IFRS 5)In the case of particularly large amounts and solely in connection with non-current assetsand liabilities held for sale, and only in this case, in accordance with IFRS 5 the relativeintragroup financial receivables and payables are not eliminated in order to provide a clearpresentation of the financial impact of a possible disposal.Effect on the consolidation procedures of certain agreementsinvolving the shares or quotas of Group companiesa) Rights granted to the financial shareholders (Mediobanca, Fondazione CRT andBanca Popolare di Milano)On May 24, 2012, A2A S.p.A., the other shareholders of Edipower S.p.A. (formerly Delmi S.p.A.)and Iren Energia S.p.A. (a current shareholder of Edipower S.p.A.) signed a frameworkagreement concerning the governance of Edipower S.p.A. and its operating model. Thisframework agreement has a duration of 5 years and renews automatically unless expresslyterminated.61The framework agreement also includes provisions regarding the circulation of EdipowerS.p.A. shares (e.g. lock-up, pre-emptive, acceptance, right to joint sale and right to purchaseclauses) and divestment from Edipower S.p.A..As concerns this final point, beginning on the date of the third anniversary of the merger theparties in the framework agreement are required to come together to verify, in good faith, ifthe necessary conditions exist for listing the shares in Edipower S.p.A., including by way ofmergers with other listed companies. In the event of a listing, the financial shareholders ofEdipower S.p.A., namely Mediobanca, Fondazione CRT and BPM, shall be entitled to placetheir own equity investments on the market with priority over the other parties to theframework agreement.Should the company not be listed within 48 months of the effective date of the merger,Mediobanca, Fondazione CRT and BPM shall each have the right to liquidate their entire equityinterest in Edipower S.p.A. in exchange for payment of the fair value of said investment, to bepaid in kind by assignment of a business unit to be selected by the board of directors ofEdipower S.p.A.. Should this procedure not be completed, for any reason, within 50 months ofthe date of the merger, Mediobanca, Fondazione CRT and BPM shall each have a put option atfair value on their holding which can be exercised with the other shareholders of EdipowerS.p.A. subsequent to the merger, in proportion to the equity interest each shareholder ownsin Edipower S.p.A..