Merger of Acegas-APS Holding into Hera approved - Press release issued in the name of AcegasAps Holding S.r.l.

Padua, 15/10/2012 - The merger of Acegas-APS Holding S.r.l. into Hera S.p.A. is proceeding according to plan as established in the framework agreement signed by the two companies on 25 July 2012 and disclosed to the public on that same date.

Today, following resolutions passed by the city councils of Trieste and Padua, the shareholders of Acegas-APS Holding S.r.l. (which holds a controlling 62.69% interest in Acegas-APS S.p.A.) unanimously approved the merger of Acegas-APS Holding into Hera S.p.A. together with the related merger plan and articles of association of the surviving company as said bylaws stand as of the efficacy date of the merger itself.

The shareholders have also approved the separate financial statements for the financial year ended 30 June 2012, which includes the balance sheet figures used for the merger, and has authorized the distribution of a dividend and of a portion of voluntary reserves for a total of €6,000,000.00.

The merger plan was approved based on a swap ratio of 0.76266304 Hera ordinary shares to each €1.00 of par value in the share capital of Acegas-APS Holding S.r.l. plus a balancing payment in cash in the amount of €0.01812273 for each €1.00 of par value in the share capital of Acegas-APS Holding S.r.l.The merger, which will result in Hera S.p.A. holding a 62.69% stake in Acegas-APS S.p.A., is to be effective as of the date to be specified in the merger agreement, which is expected to be 1 January 2013. The Hera S.p.A. shares to be issued in application of the aforementioned swap ratio will have standard rights and will grant rights that are equivalent to those of the existing shares held as of the effective date of the merger.

Given that the merger was approved by unanimous vote, no shareholder will have the right to withdraw from the company to be merged.

The validity of the merger is still subject to the following conditions being met:

· the signing of governance agreements by Hera and the cities of Trieste and Padua regarding Acegas-APS by no later than 15 December 2012;

· the cities of Padua and Trieste signing on to the Hera shareholders agreement between the public-sector shareholders by no later than 15 December 2012.

The signing of the agreement has already been the focus of resolutions passed by the city councils of Trieste and Padua approving the merger. It should also be noted that the Italian anti-trust authority has also already approved the merger.

At the same time, the shareholders of Hera S.p.A. held an extraordinary meeting to approve the merger of Acegas-APS Holding S.r.l. into Hera S.p.A. as published in a company press release.

For further information on the merger, see the press release dated 25 July 2012.

This current press release is also being made available on the web site of Acegas-APS S.p.A. on behalf of this company's parent company, Acegas-APS Holding S.r.l.

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