REPORT OF THE SUPERVISORY BOARD TO THE SHAREHOLDERS' MEETING

REPORT OF THE SUPERVISORY BOARD TO THE SHAREHOLDERS’ MEETING (pursuant to article 153, paragraph 1, of Legislative Decree no. 58 of 24 February 1998, and article 22, paragraph 1, letter I, of the By-Laws) Dear Shareholders, as you know, A2A S.p.A. (hereinafter also referred to as the “Company”) adopted a dual administration and control system. This system is based on the principle of clear separation of the control and direction activities of the Company, entrusted to the Supervisory Board, and the management and administration activities entrusted to the Management Board, in application of the provisions under articles 2409-octies and ff. of the Italian Civil Code and articles 147-ter and ff. of Legislative Decree no. 58 of 24 February 1998 (hereinafter referred to as “T.U.F.” [Testo Unico della Finanza, Consolidation Act on Finance). The Company is governed by the By-Laws which came into force on 22 February 2008. The merger became effective on 1 January 2008 and until 22 February 2008 the Company was governed by the By-Laws of former AEM S.p.A. and managed by its boards in prorogatio. For a more detailed description of the functions assigned to and performed by the Corporate Bodies, reference is made to the Report on Corporate Governance and Ownership Structures, which is also available on the website www.a2a.eu. PREAMBLE The Company’s Supervisory Board was appointed by resolution of the Shareholders’ Meeting of 22 February 2008; subsequently, Mr. Giovanni Rizzardi was appointed to the Board by order of the Shareholders’ Meeting of 31 March 2008, following the resignation of the Board member Mr. Luigi Morgano. The Management Board was appointed by the Supervisory Board, according to articles 22.1(a), 26 and ff. of the By-Laws, by resolution of 10 March 2008. During the financial year ended 31 December 2008, the Supervisory Board set up five internal Committees for a more efficient distribution of powers and activities: the Internal Audit Committee, the Appointments Committee, the Remuneration Committee, the Budget Committee and the Donations Committee. The first three Committees (Internal Audit, Appointments and Remuneration) are expressly provided for under the By-Laws, whereas the establishment of the Budget Committee and the Donations Committee was resolved by the Supervisory Board for the purposes of a propositional assistance and support to the Supervisory Board itself as regards the 1 activities concerning corporate accounting documents and donations, communications and external relations. Since its establishment, the Supervisory Board had to face two key issues of particular importance: (i) the operational start of the dual governance model (amidst significant difficulties of an interpretative nature, as inevitably happens with a model such as this, which is entirely new in the Italian corporate scenario - in particular in the industrial sector – and is different from similar models adopted in other legal systems), (ii) the need to rapidly complete the actual implementation of the corporate integration following the merger between AEM, ASM and AMSA. This integration, however, was made even more complex by the completed acquisition of ECODECO. In addition to its ordinary and specific activities, the Board, as a supervisory body which can be treated as the Board of Statutory Auditors (a supervisory board which is peculiar to the traditional corporate governance system) and as a strategic direction body, was thus required to rapidly identify an overall, structured and balanced organisational model capable of effectively interpreting the dual model and facilitating an equally balanced corporate integration to the highest degree. To this regard, the Supervisory Board had to define, together with the Management Board, its specific sphere of competence and, for this purpose, it also availed itself of the opinions of some highly regarded lawyers, in light of the absence of any significant precedents in the Italian corporate scenario. Consequently, the Supervisory Board adopted, in full compliance with the Company’s by-laws and the current legislation, its own Regulation governing the functioning and organisation of the Board, the main features of which are summarised below: 1. the acknowledgment of the basic profile of supervisory and directive body, specific of the Supervisory Board, which defines its character and outlines the set of rules allowing it to give its fundamental, constructive contribution to the development of the Company and the Group, and to the creation of value for shareholders for which the dual governance systems has been adopted; 2. the adoption of a behavioural model based on the cooperation between bodies, which allows the promotion of the integration and harmonisation of the different corporate components; 3. the establishment of the Committees within the Supervisory Board, as essential tools for the performance of propositional and support activities for the functions of the Supervisory Board; 4. the definition of a proper and adequate flow of information between management and supervisory Boards, capable of ensuring full awareness of the formal and substantial assumptions underlying the decisions made by the Directors, without prejudicing the readiness and rapidity of performance of the corporate decision-making processes; 5. the progressive implementation of links between management and supervisory Boards, capable of allowing an adequate preparation of the independent and unconstrained deliberative phases typical of each Board, as well as of identifying adequate solutions for the coordination and integration of the respective supervision and management duties; 6. the adoption of a secretarial structure (General Secretary’s Office of the Supervisory Board), currently being completed, pursuant to article 151-bis, paragraph 3, of the T.U.F. to support the activities of the Supervisory Board which, integrated within the corporate procedures, is provided with an adequate scope of action for the following support tasks entrusted to it: a) supporting the Board, the Chairman, the Vice Chairman and the Committees in performing their respective duties as identified by the By-Laws; b) assisting the Board in relations with the General Managers and the persons responsible for the different functions as to all matters being of interest to the Board, the Chairman, the Vice Chairman and the Committees; c) supporting the Board and/or the Committees in managing the activities of external consultants; 2 d) carrying out ad hoc analyses, researches and benchmarking on request of the Board, the Chairman, the Vice Chairman and the Committees, activating, usually, the different corporate functions, upon prior agreement with the relevant General Managers; e) producing reports or opinions on behalf of the Board, the Chairman, the Vice Chairman and the Committees; f) monitoring the legislative process, practice and case law with reference to the Board’s functions. In relation to the appointments, the Chairman of the Supervisory Board has complied with the provisions under article 22, paragraph 1, point (o), second subparagraph, of the By-Laws. The Regulation includes more than one section emphasising the interaction between the Supervisory Board and the Management Board, as well as between the Supervisory Board and the General Managers, aimed at substantiating the principle of cooperation between the top management Boards. For carrying out their specific functions, the Supervisory Board also provided the Committees with their own regulations. In the opinion of the Supervisory Board, in 2008 the dual model identified, also thanks to the regulatory instruments adopted, the proper functioning procedures, overcoming the inevitable difficulties of the starting phase, and expressing a governance which, although seemingly complex, it is in fact capable of adequately emphasising all the elements which currently characterise the company. The Supervisory Board, in fact, is fully aware of the role and characteristics specific to the Group, which is well established in the Lombardy region, and has a significant presence in the rest of the Country and is, at the same time, oriented towards Europe. This double perspective represents the strong peculiarity of the Group which, in the course of 2008, expressed itself, at national and European level, through the start-up of the waste-to-energy plant in Acerra, the acquisition of some plants of former Endesa Italia, the entry into service of the thermal-electric combined-cycle power plant in Gissi, the start of the process for the construction of a waste disposal plant in the Island of Crete in Greece and the acquisition of the French company Coriance which operates in the management of cogeneration plants and urban district heating networks. This is a complex strategy, aimed at both providing services to the territory and targeting the activities on the liberalised energy markets in Italy and abroad, and allows to understand the importance of the independence and professionalism of the Company’s management, which is attentive to the implementation of the strategies developed by the Management Board and shared by the Supervisory Board. The Supervisory Board exercised its functions and powers in the interests of the majority of shareholders and respecting the stock market, paying due attention to the protection of the quality of services, an appropriate relation with the territory and the compliance with the principles of correct administration and the adequacy of the organisational structure. SUPERVISION, CONTROL AND STRATEGIC DIRECTION ACTIVITIES 3 Having stated this, by this report drawn up pursuant to article 153 of the T.U.F., the Supervisory Board reports on the supervision and direction activity carried out, as well as on the omissions and censurable events (if any) detected, and specifically acknowledges that: - it carried out supervision activities as required by law according to the “Rules of Conduct” recommended by the Consigli Nazionali dei Dottori Commercialisti e dei Ragionieri (National Councils of Certified Public and Professional Accountants), also taking account of the provisions issued by Consob and, in particular, Communication no. 1025564 of 6 April 2001, as updated, as well as of the company’s by-laws and the internal Regulations; - it obtained from the Management Board, whose meetings were also attended, according to the by-laws, by the Chairman and the Vice Chairman of the Supervisory Board, information on the activity carried out and the most important economic, financial and equity transactions carried out by the Company and its Subsidiaries, also in compliance with article 150, paragraph 1, of the T.U.F.; - it became aware of and supervised, within the sphere of its responsibilities, compliance by the Company with the law, the By-Laws and the memorandum of association, compliance with the principles of correct administration and the adequacy of the organisational structure and the directions given so that the Subsidiaries may provide all the information necessary for the Company to fulfil communication obligations required by law, through direct observations, the acquisition of information and meetings with the Managers responsible for the different corporate functions, with the Manager responsible for the Preparation of Corporate Accounting Documents and the Independent Auditors PricewaterhouseCoopers S.p.A., the Internal Audit Manager, the Internal Control Manager and the Supervisory Board Coordinator referred to in Legislative Decree no. 231/01; - it supervised the adequacy of the internal control and administrative-accounting systems, as well as the reliability of the latter in correctly representing management-related events, through meetings with the department Managers and the Independent Auditors, as well as examining the documents prepared by them; - it supervised the correct implementation of the corporate governance rules laid down in the Self-Regulatory Code of listed companies promoted by the Italian Stock Exchange (Borsa Italiana); - it developed its direction function through the review of the business plans submitted by the Management Board, the strategies outlined by them and the corporate integration programmes. 2. The Supervisory Board represents, also with reference to the specific competences assigned to it by law and by the By-Laws, as to the approval of the annual accounts of A2A and the Group’s consolidated accounts: - that, on 25 March 2009, the Management Board resolved the draft annual and consolidated accounts of A2A at 31 December 2008 which, together with the Report on Operations, were made available to the Supervisory Board on 25 March 2009; - that it checked, also through the Budget Committee and the Internal Audit Committee, for compliance with the provisions of law and regulation concerning the preparation, the layout and the formats of these accounts, as well as of the further accompanying documents, including information relating to ownership structures pursuant to article 123-bis of the T.U.F.; - that it has verified, also through the Budget Committee, that the Report on Operations gives an exhaustive and clear representation of the economic, financial and equity position of A2A and the Group companies and the performance of operations during the financial year; - that the Chairman of the Management Board and the Manager responsible for the 4 - Preparation of Accounting Corporate Documents made, on 25 March 2009, the representations required pursuant to article 154-bis, paragraph 5, of the T.U.F.; that it received, within the time limits set out by law, the Reports of the Independent Auditors PricewaterhouseCoopers S.p.A. pursuant to article 156 of the T.U.F., issued on 10 April 2009 on the annual and consolidated accounts of A2A which do not contain remarks nor information disclosures. In order to conclude the activities dedicated to the performance of the duties assigned to it by law and the By-Laws, as to the approval of the annual accounts of A2A and the Group’s consolidated accounts, the Supervisory Board approved, on 27 April 2009, the annual and consolidated accounts of A2A at 31 December 2008. The Board also approved the Management Board’s proposal to submit to the Shareholders’ Meeting the allocation of profits and the proposed distribution of dividends within the time limits indicated in the resolution. SUPERVISION AND CONTROL ACTIVITIES 3. The Supervisory Board declares that, following the supervision activity carried out, no significant event were detected that would require to be reported to the Regulatory Authority or to be mentioned in this report. 4. Having stated this, specific indications are provided on the supervision activity carried out by the Supervisory Board in the course of 2008. During 2008, the Supervisory Board attended the Shareholders’ Meeting held on 30 May 2008. Furthermore, the following meetings were held: - no. 19 meetings of the Supervisory Board; - no. 21 meetings of the Internal Audit Committee; - no. 2 meetings of the Appointments Committee; - no. 6 meetings of the Remuneration Committee; - no. 7 meetings of the Budget Committee; - no. 7 meetings of the Donations Committee. Pursuant to article 22, paragraph 1, point (f), of the By-Laws, the Supervisory Board, in the person of the Chairman and the Vice Chairman, participated in the meetings of the Management Board. The Supervisory Board: - received from the Management Board, the General Managers, as well as from the corporate department Managers, information regarding the activity carried out by the Company and its Subsidiaries, atypical and/or unusual transactions, the most important equity, economic and financial transactions, the strategic transactions set out in the By-Laws, as well as intragroup and related parties transactions of an ordinary or recurring nature implemented during the financial year. In this regard, it should be noted that with the approval of the Supervisory Board’s Regulation, also for the purposes of the adequate preliminary investigation activity of the Committees, the information flows to the Supervisory Board have been regulated which come from the Management Board, the General Managers, the Manager responsible for the Preparation of Corporate Accounting Documents, as well as from the administration and control Bodies of the Company and of its Subsidiaries; - held meetings, through the Internal Audit Committee, with the Independent Auditors, the 5 - - - - - - - Internal Control Manager, the Supervisory Board Coordinator, the Managers responsible for the Audit department and the other corporate departments, the Managers responsible for the Supervisory Boards of the most important strategic Group Companies; reviewed, with the support of the Internal Audit Committee and the Budget Committee, each within the sphere of its responsibilities, the actions and the most important equity, economic and financial transactions implemented during the financial year, including, inter alia: o the adoption of the Business Plan 2008 - 2012 guidelines of the A2A Group, as well as the updating of the Plan for the period 2009 -2013; o the acquisition of Cofathec Coriance S.a.s. from Gaz de France; o the acquisition, through the demerger of E.On Produzione S.p.A. (former Endesa Italia S.p.A.) of electrical generation plants; o the implementation of a joint venture with the Gazprom group for the marketing of natural gas; o the guidelines of the corporate streamlining project; reported that no intra-group and related parties transactions were implemented in conflict with the interests of the Company or based on unfair terms, and that these transactions have been illustrated in the Reports on Operations and the Notes to the Financial Statements; verified that, based on the supervision activity carried out, no atypical and/or unusual transactions were reported with third parties, related parties or intra-group; carried out the supervision activity in compliance with the provisions concerning formalities provided for the abovementioned transactions; ascertained that the transactions referred to above comply with the law and the By-Laws and are not imprudent or reckless, in conflict of interests, in conflict with the resolutions passed by the Shareholders’ Meeting or, in any case, are not such as to compromise the integrity of the corporate assets; acknowledged that, during 2008, no complaints were submitted by the Shareholders to the Supervisory Board, pursuant to article 2408 of the Italian Civil Code; acknowledged that, during 2008, no reports were received by the Supervisory Board concerning anomalies and/or irregularities; assessed, within the sphere of its responsibilities and with the support of the Internal Audit Committee, the adequacy of the Company’s organisational structure and, in particular, compliance with the principles of correct administration; assessed the adequacy and reliability of the internal control and administrative-accounting systems, for the purpose of correctly representing management-related events, both through the information obtained from the direct responsible persons and the reports prepared by the Internal Control Manager and through meetings with the Independent Auditors and the Internal Audit Manager, also through the Internal Audit Committee and the Budget Committee; verified, in relation to the adequacy of the administrative-accounting system, that the draft annual and consolidated accounts at 31 December 2008 were prepared according to the applicable international accounting standards IAS/IFRS and that the financial statements are accompanied, pursuant to article 154-bis of the T.U.F. and article 81-ter of Consob regulation no. 11971/1999, as amended, by a declaration of the Chairman of the Management Board and of the Manager responsible for the Preparation of Corporate Accounting Documents; verified, through meetings held with the corresponding Supervisory boards of the Subsidiaries, the absence of significant aspects; reported that the directions under article 114, paragraph 2, of the T.U.F. have been given by the Bodies responsible for the Subsidiaries; at the meeting of 16 March 2009, verified, also through the Internal Audit Committee, the 6 - - - update and review of the Organisational Model A2A, pursuant to Legislative Decree no. 231/2001, for the purposes of its adjustment to the new structure of the company and its extension to the group companies; verified, through the Budget Committee and the Internal Audit Committee, the independence of the Independent Auditors, as well as the absence of opinions issued by the Independent Auditors themselves, pursuant to law; expressed, through the Internal Audit Committee, a favourable opinion as regards additional fees requested by the Independent Auditors PricewaterhouseCoopers S.p.A., which fees have already been approved by the shareholders’ meeting of AEM (now A2A) in April 2007, for the following major assignments: (I) merger of ASM by incorporation into AEM effective from 1 January 2008; (II) issue of the 2008 budget law which has introduced important activities and responsibilities for the persons in charge of auditing accounts; (III) issue of Legislative Decree no. 32/2007, which transposes the mandatory part of directive no. 2003/51/EC, introducing amendments to the report on operations and the preparation of the report of the independent auditors which shall also contain an opinion on the consistency of the report with the financial statements. The overall annual charge for the services rendered by the independent auditors, including the abovementioned assignments, is equal to €/th. 264.8 and is, however, slightly below the costs separately incurred by the two companies ASM and AEM before the merger and in favour of the Independent Auditors. These assignments do not prejudice the independence of the Independent Auditors; supervised compliance by the Company with the law, the By-Laws and the memorandum of association; approved, on 30 March 2009, the annual Report on Corporate Governance and Ownership Structures of A2A, as prepared by the Management Board and drawn up pursuant to the Instructions to the Regulation of Markets Organised and Managed by Borsa Italiana S.p.A., illustrating the current dual administration and control system of A2A, as well as the procedures by which the Self-Regulatory Code has been applied to the Company’s corporate governance system. 5. The Committees, whose functions are assigned to them by the law, the Self-Regulatory Code of Listed companies, the By-Laws and their Regulations, supported the Supervisory Board with preliminary investigation, consultation and propositional activities, in a consistent and uniform manner, despite certain limitations provided for under the memorandum of associations, which create some difficulties to their application. The main activities carried out by the individual Committees can be summarised as follows: INTERNAL AUDIT COMMITTEE Pursuant to the application criterion 8.C.3 of the Self-Regulatory Code of Listed companies, the Committee assessed, together with the Manager responsible for the Preparation of Corporate Accounting Documents and the Independent Auditors PricewaterhouseCoopers SpA and KPMG: (I) the adequacy of the accounting standards used and their uniformity for the preparation of 2007 annual and consolidated accounts of AEM S.p.A.-ASM S.p.A.-AMSA Holding S.p.A.; (II) the processes and actions related to the repositioning, derecognition and reclassification of items in the abovementioned financial statements for the purpose of making them comparable and uniform; (III) the standards used in accounting for the merger of AMSA into AEM and of ASM into AEM, then A2A. According to the application criterion 9.C.1 of the Self-Regulatory Code approved by the Corporate Governance Committee promoted by Borsa Italiana S.p.A. in March 2006, the Committee perused 7 the “Linee guida sulle operazioni con parti correlate e sulle operazioni in cui uno o più Consiglieri siano portatori di un interesse” (Guidelines on transactions with related parties and the transactions in which one or more Directors have an interest) as approved by the Management Board on 14 May 2008 and inserted in the “Report on Corporate Governance and Ownership Structures” published on 15 May 2008. Within the scope of the definition of its activities, it deemed useful to prepare, through the Internal Audit Committee, the “Linee guida per la predisposizione del Piano dei lavori del Comitato per il Controllo Interno per l’anno 2008” (Guidelines for the preparation of the Working Plan of the Internal Audit Committee for 2008), with, inter alia, the priority of adopting the 2008 Audit Plan of the A2A Group. The Working Plan of the Committee mostly provides, besides the institutional activities under its responsibility, for supervision activities pursuant to article 149 of the T.U.F.: supervising compliance with the law and the memorandum of association; supervising principles of correct administration; supervising the adequacy of the Company’s organisational structure, of the Internal Control and the administrative and accounting systems, as well as the reliability of the latter in correctly representing management-related events; supervising the procedures for actual implementation of the Corporate Governance rules laid down by the Codes of Conduct prepared by Management Companies of regulated markets or by trade Associations with which the Company declares that it complies; supervising the adequacy of the directions given by the Company to the Subsidiaries pursuant to article 114, paragraph 2, of the T.U.F. Such activities were carried out in support of the supervisory responsibilities of the Supervisory Board; the T.U.F., in fact, in confirming the applicability of article 149 to the Supervisory Board, provides for a set of "duties" on the part of the Board itself as regards supervision activities, for the performance of which it avails itself of the support of the Internal Audit Committee in accordance with the provisions under article 151-bis, paragraph 4, of the T.U.F.. With reference to the shift from the traditional administration and control system to the dual system, the Committee reviewed and supplemented the 2008/2009 Audit Plan, approved on 23 January 2008 by the Internal Audit Committee then in force at former AEM S.p.A., and the 2008 Audit Plan, as from the establishment of the bodies of A2A, in order to ensure the utmost coverage of all the main business areas of the Group. Furthermore, the Committee reviewed samples of the documentation in support of the Internal Auditing activities, focusing on the reporting procedures, in order to assess its compliance with the requirements of its activity. The Committee reviewed, during specific meetings, the status of the facts related to the investigation of the Public Prosecutor’s Office of Milan on the gas meters and of the possible effects on the company of the pending judicial proceedings, above all in relation with Legislative Decree no. 231/01. The Committee also: - examined the interim reports on operations and the half-year report at 30 June 2008; - examined the Group’s organisational and Risk Management structure; - held meetings with the representatives of the Boards of Statutory Auditors of the most important strategic subsidiaries about the supervision activity carried out; - met the Legal Affairs Manager to monitor legal/tax disputes and the implementation of corporate governance rules; - reviewed, together with the Manager responsible for Mergers, Acquisitions and Divestments, the organisational and functional aspects of the business and the in-depth analysis of the significant transactions in terms of economic-financial and corporate-object consistency; - assessed the progress of the activities for the purposes of compliance with law no. 262/05; - met the General Managers for the purpose of reviewing contract award procedures, the 8 - - - budget and the 2008 final statements on professional services; examined, together with the Internal Control Manager and the Internal Audit Manager, the functioning of the internal control system; examined and assessed the draft 2009 Audit Plan; examined the activity of the Internal Control Manager and monitored the review of the Organisational, Management and Control Model of A2A, referred to in Legislative Decree no. 231/01, which, within the scope of the direction and coordination activities, shall also be binding on the subsidiaries, and the latter shall be required to adopt their own Model, based on the general principles, the guidelines and the directions of the A2A Model, and to also appoint their own Supervisory Boards; reviewed and investigated, together with the Quality, Environment and Security Department, the organisational aspects and the procedures adopted in relation to the relevant regulatory framework; assessed, together with the Information and Communication Technology Department, the activity of the Group’s IT and telecommunication systems; examined, together with the Corporate and Market Department General Manager, the organisational aspects and the activities concerning relations with investors and financial markets (Investor Relations). REMUNERATION COMMITTEE The Committee carried out its assistance activities, with preliminary investigation, consultation and propositional functions, for the Supervisory Board: - in defining the fees due to the Management Board members, the Supervisory Board members who hold particular offices and in giving opinions on the incentive and loyalty schemes of the Management Board members and of the Group’s executive staff; - in preparing the operational Regulation; - in setting the 2008 targets of the Management Board members and the criteria for the payment of the variable part of fees. APPOINTMENTS COMMITTEE The Committee carried out the following activities: - propositional activities for indication, having heard the Chairman of the Management Board, pursuant to article 22, paragraph 1, letter (o), of the By-Laws, of the nominations to be submitted for approval to the Management Board for the appointment of the Chairman and the Vice Chairman of the management and control Boards of the most important strategic companies, as defined in article 22, paragraph 3, of the By-Laws; - preliminary investigation activities as to the technical and management skills of the prospective members of the Management Board, before their appointment by the Supervisory Board. DONATIONS COMMITTEE The Committee carried out the preliminary investigation and propositional activities for the Supervisory Board as to the guidelines related to cultural and charity initiatives, the promotion of the Company’s and the Group’s image, the management of relations with AEM and ASM Foundations and the allocation of contributions for the implementation of the planned annual activity programmes within the local areas of competence. 9 It examined the 2009 programme guidelines of the Foundations, the donations and the Communication. It verified the 2008 budget, as well as the future forecasts for 2008, and the 2009 budget of Communications and external relations, media relations, national and international initiatives, local activities, as well as of the commercial and marketing support. BUDGET COMMITTEE The Committee, within its sphere of competence, provided the Supervisory Board with support and advice for the purposes of the examination and approval of the annual and consolidated accounts of AEM S.p.A., AMSA S.p.A., ASM S.p.A., and the pro-forma accounts of the A2A Group, at 31 December 2007. It also supported the Supervisory Board in examining the 2008 annual and consolidated accounts of the A2A Group approved by the Supervisory Board at its recent meeting of 27 April 2009. The Committee examined the half-year report and the interim reports on operations and specifically assessed, together with the Manager responsible for the Preparation of Corporate Accounting Documents and the Independent Auditors, the proper use of the accounting standards and their uniformity for the purposes of the preparation of Financial Statements. In performing its duties, the Committee was allowed to access the corporate information and departments necessary to carry out its tasks as required by criterion 5.C.1, letter e), of the SelfRegulatory Code. Finally, no omissions, censurable events or irregularities emerged from the supervisory activity carried out by the Supervisory Board, as described above, which would require to be reported to the Regulatory Authority or to be mentioned in this report. STRATEGIC DIRECTION ACTIVITY The Supervisory Board analysed the 2009-2013 Group Business Plan. The most significant issues were related to enhancing the value of the corporate tradition as regards service quality, based on customer focus and on the respect for the environment, the implication of the development investments of the Company on the relevant territories, an attentive and progressively solid presence at both a national and international level. The first strategic profile included under the Business Plan is represented by the incorporation of the effects of the current crisis within the forecasts of the Company. The management promptly reacted to the current changes in the macroeconomic and industry-specific scenario; it illustrated the threats which the Company is exposed to due to the current crisis, and the features which put the Group in the best position to react to the external stimulations. In the opinion of the Supervisory Board, this profile will certainly strengthen the trust relationship between the shareholders and the Company’s top management. From a strategic perspective, the guidelines stated in the Plan are aimed at: - strengthening the leadership between the Italian multi-utility companies, at the level of both regulated activities and in the free market; - strengthening relations with counterparties at a local level, based, first of all, on a strong tradition of service quality and on the loyalty of its own customer base; - focusing on the respect for the environment, through the generation of electricity from large plants powered by renewable sources and through the adoption of innovative technologies 10 - aimed at increasing the efficiency and energy saving; maintaining a driving role in the strengthening of the segment in Italy, in line with the results achieved so far. For the entire term of the Plan, the Group will be committed to strengthening its portfolio of assets: from the start-up of the Gissi plant to the incorporation of the generation assets of E.ON Italia; from the start-up of the Scandale plant in the Calabria region (750 MW, of which 50% pertains to the Group) expected by the middle of 2010 to the transformation of the current fuel oil units installed at the Monfalcone plant (580 MW) into a modern combined cycle of 800 MW; from the construction of new waste treatment plants to the construction of two new waste-to-energy plants; from the construction of new cogeneration plants for more than 600 MWt to the development of heat distribution networks in the urban areas of the provinces of Novara, Varese, Bergamo, Brescia and Milan. The focus on the environment, which drives the project aimed at strengthening the plants of the A2A Group, is also evident in the projects aimed at developing district heating which intend to increase heat sales from the current 1.9 KWht billions to about 2.8 billions. The contribution in terms of reduced environmental emissions resulting from the development of distribution networks of urban heat, shall be further emphasised by the continuous technological and process innovation (for instance, through the development of systems for the recovery of energy from the water bearing layer using methane cogeneration systems integrated by heat pumps). In addition to developing new plants, A2A will be committed to maintaining the high level of service quality achieved in the network services. To emphasise our focus on the client and the territory, the installation of electronic meters will be completed for electrical measurements. Within the term of the Plan and in compliance with the relevant regulations, a programme for the installation of electronic meters will also be started for the measurement of gas consumption. The strengthening of the plants’ assets will lead to a significant growth, also at a commercial level, in electricity and gas sales (in addition to the abovementioned increase in heat sales). The target of A2A, during the term of the Plan, is to increase its electricity sales from 22 to about 30 KWh billions. An even more significant growth is expected in the gas sector: the commercial development and the self-consumption for combined-cycle and cogeneration power plants will lead the portfolio to exceed 8 cubic metre billions per year (5.2 billions in 2007). These targets will be pursued by carefully monitoring the sustainability of the capital structure. Despite the investments forecasted for about 2.8 billion Euros and total dividends of about 1.5 billion Euros in the five-year period, the self-financing resulting from ordinary operations and from the disposal of non-strategic assets will allow to keep the main capital and income ratios under control, maintaining the Company’s rating in the Investment Grade area. Amongst the strengths which allow the A2A Group to look confidently at its future, we mention: - the expectations of an adequate diversification of electricity generation sources, capable of allowing an effective balance in the industrial and financial management of the plants according to consumption demand; - the ability to exploit the consolidated links with the local areas where it is active as service operator. The service quality policy in managing network services and in commercial activities, which characterised – and still does – the history of A2A, allows the Group to have a very high level of satisfaction amongst citizens, essential basis of any project of future development; 11 - the ability of the Group to develop tailored and efficient development programs at national and international level. The size reached on the domestic market, the gas import activity (traditionally cross-border), the results achieved so far in electricity trading in Italy and in its inter-connected markets and the foreign operations of Ecodeco represent an important basis for the exploration of consolidation opportunities in Italy and growth opportunities abroad. To this regard, A2A has already expanded on the transalpine market of district heating, through the acquisition of Coriance (about 700 MW of installed thermal capacity managed). Finally, the focus on the financial sustainability of the development programmes drives the commitment of A2A to the construction of environmental-friendly plants, to the maintenance of high service quality standards and to strengthening relations with its own stakeholders; all of this while pursuing sustainable development objectives on the territory. CONCLUSIONS Finally, it is specified that we agree with the proposed allocation of profits and distribution of dividends submitted by the Management Board for your approval, referred to in point 1) on the agenda of the Ordinary Shareholders’ Meeting called on 29 May 2009. It should be noted that, in its resolution, the Supervisory Board also decided to draw the attention of the Shareholders to the fact that the distribution of dividends (if any) under the proposed terms shall imply the use of reserves for € 138,161,369.20. The Board points out that the reserves currently available are such as to allow the Company to be able to safely draw from them, but still it should be borne in mind that this form of application should not become a regular activity. Pursuant to Article 144-quinquiesdecies of the Issuers’ Regulation, please find attached hereto the lists of positions held by the Supervisory Board members with the Companies referred to in book V, Title V, Chapters V, VI and VII of the Italian Civil Code. Brescia, 27 April 2009. For the Supervisory Board The Chairman - Renzo Capra Annexes: positions of the Supervisory Board members 12 Renzo Capra total positions held: 7 positions with issuers: 3 Company Banca Farnese spa - issuer Gestione Servizi Integrati srl Egea - Ente Gestione Energia e Ambiente spa Credito Bergamasco spa - issuer A2A spa - issuer Colombera spa Società Consortile per le Ricerche Applicate all’Ambiente ed all’E.E. Position Director Director Supervisory Board member Director Chairman of the Supervisory Board Director Chairman of the Board of Directors Alberto Sciumè total positions held: 10 positions with issuers: 2 Company Credito Artigiano spa - issuer Co.Fidi - Soc. Coop. per azioni Dialectica srl PER spa A2A spa - issuer Finlombarda Gestioni sgr Brain Force spa ItalianIink spa o Italian Link spa Bresciano spa impresa di costruzioni ASCT International - Air Sea Cargo Transport International spa Position Director Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Supervisory Board member Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Director Alternate member of the Board of Statutory Auditors Adriano Bandera total positions held: 4 positions with issuers: 1 Company Abiemmedue spa A2A spa – issuer Malpensa Energia srl Banca Popolare Lecchese spa Position Chairman of the Board of Directors Supervisory Board member Director Director Tancredi Bianchi total positions held: 4 positions with issuers: 1 Company Generale Investimenti Mobiliari e Immobiliari srl, in breve Gen.I.M. Unione Fiduciaria spa A2A spa – issuer Unione Gestioni SIM spa Position Sole Director Chairman of the Board of Directors Supervisory Board member Director Claudio Buizza total positions held: 1 positions with issuers: 1 Company A2A spa - issuer Position Supervisory Board member Antonio Capezzuto total positions held: 15 positions with issuers: 1 Company SAFI srl Chincherini Tourist spa Università & Impresa Società Consortile a responsabilità limitata A2A spa – issuer Società Aeroporto Brescia e Montichiari spa General Topics srl CSMT Gestione scarl Fonpresmetal Gap spa Strada ing. Achille spa AQM srl Edilbeta spa Doratex spa Infracom Italia spa f.lli Facchinetti srl F.E.R.T. Spedizioni Internazionali spa Position Managing Director Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditors Supervisory Board member Regular member of the Board of Statutory Auditors Director Regular member of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Dario Cassinelli total positions held: 4 positions with issuers: 1 Company Poste Tributi SCPA A2A spa - issuer Postecom spa Metroweb spa Position Director Supervisory Board member Managing Director Director Gianni Castelli total positions held: 4 positions with issuers: 1 Company Agam Ambiente Gas Acqua Monza spa A2A spa - issuer Malpensa Energia srl E-Utile spa Position Director Supervisory Board member Chairman of the Board of Directors Director Pierfrancesco Cuter total positions held: 25 positions with issuers: 1 Company Tidonenergie srl Sista spa Airoldi spa Benzogas srl Cogas - Compagnia del Gas Altoatesina spa Eurocontrol spa Italserramenti srl Camuna Energia srl Metanizzazione Meridionale Vendite srl ASM Energia e Ambiente srl Assoenergia spa (in liquidation) Gruppo Manerbiesi srl Plastinova Italiana spa Euganea Commerciale – srl Industrial Frigo srl Zili spa Plebani Arredamenti srl Artimmobiliare srl MEC Europa srl SPA Immobiliare Fiera di Brescia A2A spa - issuer Investimenti Tecno Industriali srl, ITI srl Brixia Expo - Fiera di Brescia spa Grumelli srl Ziliani f.lli e figli spa Position Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditor Director Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditor Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditor Regular member of the Board of Statutory Auditor Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditor Regular member of the Board of Statutory Auditor Regular member of the Board of Statutory Auditor Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditor Supervisory Board member Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditor Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Marco Miccinesi total positions held: 6 positions with issuers: 1 Company Sevian srl Henraux spa Bassilichi spa MPD Scientific srl A2A spa - issuer ABS Technology spa Position Chairman of the Board of Directors Director Chairman of the Board of Directors Director Supervisory Board member Director Massimo Perona total positions held: 4 positions with issuers: 1 Company Kelos srl Alto Partners srl A2A spa - issuer La Fortezza spa Position Director Managing Director Supervisory Board member Director Angelo Rampinelli Rota total positions held: 11 positions with issuers: 2 Company Editoriale Bresciana spa - Giornale di Brescia A2A spa - issuer CBI Factor Compagnia di Banche Italiane per il Factoring spa Beretta Holding spa Gas Plus spa - issuer Società Funivie della Maddalena spa, in sigla S.F.M. spa Fabbrica d’Armi Pietro Beretta spa Gas Plus Reti srl Palazzoli spa Flos spa Acciaierie Venete spa Position Director Supervisory Board member Chairman of the Board of Directors Managing Director Vice Chairman of the Board of Directors Director Managing Director Chairman of the Board of Directors Director Director Director Giovanni Rizzardi total positions held: 19 positions with issuers: 1 Company Ecofert srl Sanimet spa BAI Brescia Antincendi International srl Cogas - Compagnia del Gas Altoatesina spa Imprefimm srl Fogliata spa Ostros Energia srl Ergon Energia srl Assoenergia spa (in liquidation) Autostrade Lombarde spa Itradeplace spa ASM Servizi spa ATIG Bresciana Costruzioni srl ASM Energy srl CIB 95 srl Compravendita Immobili Brescia Metanizzazione Meridionale Vendite srl Pegasus spa Abruzzoenergia spa A2A spa - issuer Position Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditors Regular member of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Regular member of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors Supervisory Board member Cesare Spreafico total positions held: 2 positions with issuers: 1 Company A2A spa - issuer Istituto Italiano dei Plastici srl Position Supervisory Board member Director Antonio Matteo Taormina total positions held: 10 positions with issuers: 1 Company En Plus srl ATEL Centrale Elettrica Forlì srl, in breve ACEF srl ATEL Energia spa M & A Rinnovabili srl ATEL Centrale Elettrica Bergamo srl ATEL Italia Holding srl A2A spa - issuer ATEL Centrale Elettrica Magliano Alpi srl Edipower spa ATEL Produzione Italia srl Position Director Director Chairman of the Board of Directors Director Director Vice Chairman of the Board of Directors Supervisory Board member Vice Chairman of the Board of Directors Director Chairman of the Board of Directors