cross company agreements

The Company is aware of the following Shareholders’ Agreements, that qualify as significant pursuant to Article 122 of Legislative Decree No. 59/1998 (Uniform Financial Code):

• A Framework Agreement executed on May 12, 2005 by Electricité de France Sa (hereinafter “ EDF”), its WGRM Holding 4 Spa subsidiary (hereinafter “WGRM”), A2A Spa (formerly AEM Spa, hereinafter “A2A”) and its Delmi Spa subsidiary (hereinafter “Delmi”) for the purpose of acquiring joint control of Edison through a 50-50 joint venture of Delmi and WGRM, subsequently identified as Transalpina di Energia Srl (hereinafter “TdE”) (which is not a party to the Agreement).
• A Shareholders’ Agreement executed by the same parties concurrently with the abovementioned Agreement, which concerns the joint management and corporate governance of Edison and TdE.
• Investment and Shareholders’ Agreement executed on July 7, 2005 by A2A (formerly AEM), Dolomiti Energia Spa (hereinafter “Dolomiti Energia”), Società Elettrica Altoatesina, SEL Spa (hereinafter “SEL”), Mediobanca Spa (hereinafter “Mediobanca”), Banca Popolare di Milano Scarl (hereinafter “Banca Popolare di Milano”) and Fondazione Cassa di Risparmio di Torino (hereinafter “ Fondazione Cassa di Risparmio di Torino”), and a subsequent agreement amending and supplementing the earlier stipulations, which was executed on July 18, 2005 by the abovementioned parties and Enìa Spa (hereinafter “Enìa”). These two agreements governed the following: the inclusion of Dolomiti Energia, Mediobanca, Banca Popolare di Milano, Fondazione Cassa di Risparmio di Torino and, subsequently, Enìa in Delmi’s shareholder base; an increase of SEL interest in Delmi; capitalization and financing commitments by Delmi’s shareholders; and the relationships between and interests of the signatories with respect to the organization and operations of Delmi and, limited to certain issues, of TdE and Edison.
• Shareholders’ Agreement executed on July 7, 2005 by Mediobanca, Banca Popolare di Milano and Fondazione Cassa di Risparmio di Torino (Delmi’s financial shareholders) covering the mutual obligation to provide information and communication of voting decisions made by the parties to the Agreement ahead of meetings of Delmi’s Management Committee and of meetings of the Boards of Directors and Shareholders’ Meetings of Delmi, TdE and Edison.