ACEGAS-APS : Resignation of directors Contino and Sulligoi, and co-optation of two directors

Trieste, 18 December 2012 - The Company hereby announces that directors Giuseppe Contino and Giorgio Sulligoi (independent) have resigned from the Board of Directors; the outgoing directors do not sit on any of the Company's internal committees.

We would like to thank them for the precious contribution they have made to the Board's work. Based on the information available to the relevant offices, they do not hold any shareholdings in the Company.

At its meeting today, the Board decided to co-opt Tomaso Tommasi di Vignano and Maurizio Chiarini to replace the outgoing directors.

The new directors, who meet the requirements of professionalism, know-how and probity set out in the Company's articles of association, do not have any executive roles, do not sit on any internal committees, nor are they independent directors.

The curricula vitae of the new directors are available on the website www.acegas-aps.it.

Corporate Governance                               

AcegasAps has decided to postpone the valuations relating to the completion of the procedure to adapt the Corporate Governance Code, pending the outcome of the operations relating to the merger by incorporation of Acegas-Aps Holding Srl, which controls the issuer, into Hera SpA..

Acegas-Aps has also conducted the regular assessment of independence for its non-executive directors, and can therefore confirm that directors Fulvio Beltrame, Enrico Eva, Franco Ferrarese, Massimo Malaguti, Vincenzo Milanesi and Paolo Polidori meet independence requirements.

Process of regulatory simplification adopted by CONSOB:derogation of the obligation to publish information documents on the occasion of significant extraordinary operations

Pursuant to article 3 of CONSOB Resolution 18079 of 20 January 2012, the Board of Directors of Acegas-Aps SpA voted to adhere to the opt-out provisions pursuant to article 70, paragraph 8 and article 71, paragraph 1/bis of CONSOB Regulation 11971/99 as amended.Acegas-Aps SpA is therefore making use of the option to waive the obligation to publish the information documents prescribed on the occasion of significant mergers, spin-offs, capital increases via contributions in kind, acquisitions and disposals.